1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 1998 [ ] Transition report under Section 13 or 15(d) of the Exchange Act For the transition period from ________ to ________ Commission file number 0-8901 CASA MUNRAS HOTEL PARTNERS, L.P. ----------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) California 95-3235634 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5525 Oakdale Avenue, Suite 300, Woodland Hills, California 91364 (Address of principal executive offices) (818) 888-6500 (Issuer's telephone number, including Area Code) Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Transitional Small Business Disclosure Format: Yes No X ---- ---- 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements The accompanying unaudited financial statements of Casa Munras Hotel Partners, L.P. have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB. Accordingly, these statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of the General Partners of the Registrant, all adjustments necessary for a fair presentation have been included. The financial statements presented herein have been prepared in accordance with the accounting policies described in the Registrant's Annual Report on Form 10-KSB for the year ended December 31, 1997 and should be read in connection therewith. The results of operations for the three and six month periods ended June 30, 1998 are not necessarily indicative of the results to be expected for the full year. 1 3 CASA MUNRAS HOTEL PARTNERS, L.P. (A LIMITED PARTNERSHIP) BALANCE SHEETS - --------------------------------------------------------------------------------------------- June 30, December 31, 1998 1997 (Unaudited) - --------------------------------------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash $ 1,152,625 $ 367,327 Accounts receivable 71,025 55,151 Food and beverage inventories 16,579 15,908 Prepaid expenses 36,668 33,566 ----------- ----------- Total current assets 1,276,897 471,952 ----------- ----------- LAND, PROPERTY AND EQUIPMENT - at cost: Building and improvements 4,793,731 4,793,731 Hotel furnishings and equipment 1,514,878 1,480,980 Restaurant furnishings and equipment 39,400 37,479 Construction in progress 1,183,719 143,435 Less accumulated depreciation (4,010,939) (3,849,939) ----------- ----------- 3,520,789 2,605,686 Land 700,000 700,000 ----------- ----------- Land, property and equipment - net 4,220,789 3,305,686 ----------- ----------- OTHER ASSETS: Liquor License 40,000 40,000 Loan commitment fees 196,095 172,667 Escrow impound accounts 66,550 ----------- ----------- Total other assets 302,645 212,667 ----------- ----------- TOTAL $ 5,800,331 $ 3,990,305 =========== =========== LIABILITIES AND PARTNERS' (DEFICIT) EQUITY CURRENT LIABILITIES: Accounts payable - trade $ 432,086 $ 58,592 Accounts payable - related parties 46,040 34,712 Accrued incentive management fees - related parties 50,910 144,190 Accrued salaries and wages 46,150 45,923 Accrued room tax and other 66,427 32,937 Current portion of long-term debt 96,065 98,625 Distributions payable 90,000 Note payable - affiliate 366,210 ----------- ----------- Total current liabilities 737,678 871,189 LONG-TERM DEBT 6,903,935 172,594 ----------- ----------- Total liabilities 7,641,613 1,043,783 ----------- ----------- PARTNERS' (DEFICIT) EQUITY: General Partners (45 units issued and outstanding) (231,918) 29,467 Limited Partners (4,455 units issued and outstanding) (1,609,364) 2,917,055 ----------- ----------- Total Partners' (deficit) equity (1,841,282) 2,946,522 ----------- ----------- TOTAL $ 5,800,331 $ 3,990,305 =========== =========== 2 4 CASA MUNRAS HOTEL PARTNERS, L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (Unaudited) - ------------------------------------------------------------------------------------------------------- Three Months Ended Six Months Ended June 30, June 30, 1998 1997 1998 1997 - ------------------------------------------------------------------------------------------------------- REVENUES: Room $ 925,229 $ 835,189 $1,470,072 $1,371,036 Food and beverage 180,816 175,898 307,308 297,741 Lease 22,586 23,084 45,679 42,526 Telephone 12,357 10,174 23,452 19,882 Other 5,235 5,316 9,596 14,154 ---------- ---------- ---------- ---------- Total 1,146,223 1,049,661 1,856,107 1,745,339 ---------- ---------- ---------- ---------- OPERATING EXPENSES: Rooms 240,155 225,837 448,974 411,507 Food and beverage 157,174 154,210 290,816 283,291 Administrative and general 99,611 90,069 183,604 169,982 Management fees 91,711 82,349 124,026 118,150 Depreciation and amortization 83,000 87,000 161,000 174,000 Marketing 80,862 66,647 152,045 126,477 Repairs and maintenance 64,724 63,315 132,899 124,997 Interest 51,286 17,093 67,079 34,278 Energy cost 41,761 37,607 85,524 73,843 Partnership administration and professional fees 16,680 21,100 48,502 57,183 Property taxes 15,793 16,464 31,648 31,586 Insurance 7,809 13,197 15,618 24,630 Telephone 6,705 4,989 11,012 9,868 ---------- ---------- ---------- ---------- Total (including reimbursed costs and payments for services to related parties of $275,743 and $158,890 and $462,165 and $327,704 for the three and six months ended June 30, 1998 and 1997, respectively) 957,271 879,877 1,752,747 1,639,792 ---------- ---------- ---------- ---------- NET INCOME $ 188,952 $ 169,784 $ 103,360 $ 105,547 ========== ========== ========== ========== 3 5 CASA MUNRAS HOTEL PARTNERS, L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (Unaudited) - ------------------------------------------------------------------------------------------------------- Three Months Ended Six Months Ended June 30, June 30, 1998 1997 1998 1997 - ------------------------------------------------------------------------------------------------------- ALLOCATION OF NET INCOME: General Partners $ 1,890 $ 1,698 $ 1,034 $ 1,055 Limited Partners (4,455 Limited Partnership units outstanding) 187,062 168,086 102,326 104,492 ---------- ---------- ---------- ---------- Total $ 188,952 $ 169,784 $ 103,360 $ 105,547 ========== ========== ========== ========== DISTRIBUTION TO PARTNERS: Distribution to Partners $4,675,500 $ 90,000 $4,675,500 $ 135,000 Special distribution of refinance proceeds 215,644 215,644 ---------- ---------- ---------- ---------- Total Distribution to Partners $4,891,144 $ 90,000 $4,891,144 $ 135,000 ========== ========== ========== ========== PER UNIT INFORMATION (based upon 4,500 total units outstanding): Net Income $ 41.99 $ 37.73 $ 22.97 $ 23.45 ========== ========== ========== ========== Distribution $ 1,039.00 $ 20.00 $ 1,039.00 $ 30.00 ========== ========== ========== ========== 4 6 CASA MUNRAS HOTEL PARTNERS, L.P. (A LIMITED PARTNERSHIP) STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (Unaudited) - ------------------------------------------------------------------------------------------------------ 1998 1997 - ------------------------------------------------------------------------------------------------------ OPERATING ACTIVITIES: Net income $ 103,360 $ 105,547 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 161,000 174,000 Change in assets and liabilities: Accounts receivable (15,874) (15,991) Food and beverage inventories (671) 4,258 Prepaid expenses (3,102) (3,737) Account payable an accrued expenses 235,259 (25,977) ----------- ----------- Net cash provided by operating activities 479,972 238,100 ----------- ----------- INVESTING ACTIVITIES: Acquisition of property and equipment (1,076,103) (187,505) ----------- ----------- FINANCING ACTIVITIES: Borrowings from affiliates 222,210 16,924 Payments on notes from affiliates (588,420) Distributions paid to Partners (4,891,164) (216,000) Long-term borrowings 7,250,000 Payment of long-term debt (521,219) (49,313) Loan commitment fee (23,428) Impound escrow accounts (66,550) ----------- ----------- Net cash (used in) provided by financing activities 1,381,429 (248,389) ----------- ----------- NET (DECREASE) INCREASE IN CASH 785,298 (197,794) CASH AT BEGINNING OF PERIOD 367,327 569,371 ----------- ----------- CASH AT END OF PERIOD $ 1,152,625 $ 371,577 =========== =========== 5 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Results of Operations for the Three and Six Months Ended June 30, 1998 and 1997 For the three and six months ended June 30, 1998 as compared to the same period of the prior year, occupancy rates at the Registrant's hotel were 75% and 63% versus 72% and 61% and average room rates were $88.37 and $84.99 versus $84.12 and $81.29, resulting in an increase in room revenue totaling $90,040 and $99,036 for the three and six months ended June 30, 1998 as compared to the comparable periods in 1997, respectively. Food and beverage revenues increased $4,918 and $9,567 for the three and six months ended June 30, 1998 as compared to 1997, respectively. The increase in room rates reflects management's decision to charge more for rooms as a result of the capital improvements program. The increase in occupancy is attributed to increased leisure travel in the second quarter of 1998 as compared to 1997. Operating expenses totaled $957,271 and $1,752,747 for the for the three and six months ended June 30, 1998 as compared to $879,877 and $1,639,792 for the three and six months ended June 30, 1997. The principal reason for the increase in rooms, marketing and interest expenses is due to improved occupancy with additional costs directly related to occupancy increases, additional expenditures to promote the hotel, and increased interest expense as a result of the new first mortgage, respectively. Net income increased (decreased) $19,169 and $(2,187) to $188,952 and $103,360 for the three and six months ended June 30, 1998 as compared to 1997, respectively, principally due to increased revenue during the periods partially offset by the increases in operating expenses described above. Liquidity and Capital Resources The Registrant's primary source of cash is revenues from the operation and leasing of the hotel facility. The Registrant's primary uses of cash are to fund hotel operating expenses, payments on the first mortgage, renovations and to pay distributions to Partners. During the six months ended June 30 1998, the Registrant generated $479,972 in net cash provided by operating activities. In June 1998, the Partnership obtained a First Mortgage payable for $7,000,000 at 7.7% interest, secured by the Casa Munras, with a ten year term; subject to certain conditions, the principal may be amortizable for 25 years. Monthly principal and interest payments totaling $52,643 are due beginning August 1, 1998. The terms and conditions of the loan also require that certain amounts be held in escrow for property taxes, insurance and repairs, which amounts are required to be deposited monthly. 6 8 From the proceeds of the first mortgage payable of $7,000,000, the Registrant paid loan fees of $196,095, notes payable to affiliates of $588,420, the notes due the bank of $480,125, a distribution to the general and limited partners totaling $4,891,164 and the balance of $844,195 to fund the construction of the 14 additional guest rooms. The distribution paid from refinancing proceeds includes $215,664 paid to the General Partners as their 25% share of the refinancing proceeds in excess of the return to the general and limited partners of their original investment plus a 12% per year return from the Partnership inception (partial year pro-rated) less previous distributions from the Partnerships inception paid to date. The Partnership has substantially completed construction of the 14 additional guest rooms at an approximate cost of $1,185,000. Acquisition of property and equipment during the six months ended June 30, 1998 totaled $1,076,103 ($1,040,283 related to the 14 additional guest rooms). It is estimated that approximately $150,000 more will be expended in 1998 for ongoing renovations of existing assets. The General Partners intend, to the extent cash is available upon completion of the 14 additional guest rooms, upon repayment of current long-term debt outstanding or other obligations under the first mortgage payable and after necessary cash reserves are determined by the General Partners, to distribute remaining cash to the Limited and General Partners in accordance with the Partnership Agreement at amounts approximating the Registrant's net income. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 10.9 Fixed Rate Note dated June 12, 1998, executed by Casa Munras Hotel Partners, L.P. and Amresco Capital, L.P.. 27 Financial Data Schedule (b) Reports on Form 8-K: None. 7 9 SIGNATURE In accordance with the requirements of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CASA MUNRAS HOTEL PARTNERS, L.P. By JOHN F. ROTHMAN ------------------------------- John F. Rothman General Partner Dated: August 10, 1998 By RONALD A. YOUNG ------------------------------ Ronald A. Young General partner Dated: August 10, 1998 8 10 EXHIBIT INDEX Sequentially Exhibit Numbered Number Description Page - ------- ----------- ------------ 27 Financial Data Schedule 10.9 Fixed Rate Note dated June 12, 1998, executed by Casa Munras Hotel Partners, L.P. and Amresco Capital, L.P..