UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998
Commission File Number:
333-264
Exact name of Registrant as specified in its charter:
South Seas Properties Company Limited Partnership
State or other Jurisdiction of incorporation or organization:
Ohio
I.R.S. Employer Identification Number:
59-2541464
Address of Principal Executive Offices:
12800 University Drive, Suite 350
Fort Myers, FL 33907
Registrant?s Telephone Number, including Area Code:
(941) 481-5600
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 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. X YES NO
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
YES NO
SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP
FORM 10-Q
JUNE 30, 1998
INDEX
PAGE NO.
COVER LETTER
PART I
ITEM 1
FINANCIAL INFORMATION
Consolidated Balance Sheets at
June 30, 1998 and
December 31, 1997 1
Consolidated Statements of Operations
for the Three Months and Six Months Ended
June 30, 1997 and 1998 2
Consolidated Statements of Cash Flows
for the Six Months Ended
June 30, 1997 and 1998 3-4
Notes to Consolidated Financial Statements 5-7
ITEM 2
Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-12
PART II
OTHER INFORMATION 13
SIGNATURES 14
EXHIBITS:
EXHIBIT 27 - FINANCIAL DATA SCHEDULE
EXHIBIT 99.1 - CALCULATION OF WEIGHTED AVERAGE
UNITS OUTSTANDING
EXHIBIT 10.1 - MERISTAR (FORMERLY CAPSTAR) ASSET PURCHASE
AGREEMENT
EXHIBIT 10.2 - MERISTAR (FORMERLY CAPSTAR) CONTRIBUTION
AGREEMENT
EXHIBIT 10.3 - MERISTAR (FORMERLY CAPSTAR) FIRST AMENDMENT TO
CONTRIBUTION AGREEMENT
EXHIBIT 10.4 - PERCENTAGE LEASE AGREEMENT DATED AS OF FEBRUARY
19, 1998 AMONG BOYKIN HOTEL PROPERTIES, L.P. AS LESSOR, SOUTH
SEAS ESTERO ISLAND, LTD., AS LESSEE, AND SOUTH SEAS
PROPERTIES COMPANY LIMITED PARTNERSHIP AS GUARANTOR
SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
(In Thousands)
(unaudited)
June 30, December 31,
1998 1997
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1,358 $2,933
Restricted cash 6 144
Accounts receivable, trade 4,891 5,814
Receivables from affiliates - 27
Inventories 1,731 1,714
Prepaid expenses and other 1,301 2,255
Total current assets 9,287 12,887
PROPERTY, PLANT AND EQUIPMENT, net 92,363 87,684
LOAN COSTS, net 4,016 4,386
GOODWILL, net 6,737 6,942
OTHER ASSETS 4,501 3,484
Total assets $116,904 $115,383
LIABILITIES AND PARTNERS' CAPITAL
DEFICIENCY
CURRENT LIABILITIES
Current maturities of notes
and mortgages payable $ 2,002 $1,500
Payables to affiliates 765 -
Accounts payable 5,108 4,986
Accrued expenses 3,737 1,767
Accrued payroll and related 2,905 3,772
Customer deposits 4,091 5,297
Deferred revenue 1,500 1,949
Total current liabilities 20,108 19,271
NOTES AND MORTGAGES PAYABLE, less
current maturities 62,378 70,163
BONDS PAYABLE 43,500 43,500
OTHER LONG-TERM OBLIGATIONS 1,376 1,305
COMMITMENTS AND CONTINGENCIES - -
PARTNERSHIP UNITS SUBJECT TO REDEMPTION 825 825
MINORITY INTERESTS 76 30
PARTNERS' CAPITAL DEFICIENCY (11,359) (19,711)
Total liabilities and
partners' capital
deficiency $116,904 $115,383
The accompanying unaudited notes are an integral part of these unaudited
consolidated financial statements.
SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, except per unit data)
(unaudited)
Three Months Six Months
Ended June 30 Ended June 30
1998 1997 1998 1997
Revenues
Rooms $21,416 $18,451 $47,294 $43,383
Food and beverage 5,848 5,356 12,288 11,534
Retail 1,859 1,734 3,615 3,639
Golf 921 913 2,414 2,320
Spa and fitness 761 678 1,511 1,375
Other 4,993 4,074 10,091 8,717
Total revenues 35,798 31,206 77,213 70,968
Expenses
Rooms 4,832 4,281 9,482 8,820
Food and beverage 4,458 3,953 9,230 8,401
Retail 1,326 1,258 2,589 2,558
Golf 256 175 555 553
Spa and fitness 418 383 851 750
Other 1,845 1,746 3,691 3,436
Condominium lease and rental expenses 6,108 4,829 12,297 10,933
Sales and marketing 2,130 2,183 3,882 4,052
Maintenance and grounds 1,621 1,448 3,211 2,951
General and administrative -
resort properties 5,011 4,662 9,735 9,602
General and administrative -
corporate overhead 1,081 778 2,105 1,690
Depreciation and amortization 2,321 2,129 4,548 4,134
Total expenses 31,407 27,825 62,176 57,880
Income before non-operating items 4,391 3,381 15,037 13,088
Interest expense (2,489) (2,446) (5,071) (5,071)
Minority interests (16) (9) (46) (31)
Net income $ 1,886 $ 926 $9,920 $7,986
Net income per unit, basic $ .42 $ .21 $ 2.20 $ 1.80
Net income per unit, diluted $ .34 $ .21 $ 1.40 $ 1.19
Weighted average units outstanding,
basic 4,516 4,427 4,516 4,427
Weighted average units outstanding,
diluted 8,659 4,427 8,659 8,569
The accompanying unaudited notes are an integral part of these unaudited
consolidated financial statements.
SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
Page 1 of 2
(In Thousands)
(unaudited)
Six Months
Ended June 30
1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers and others $ 76,212 $ 70,883
Cash paid to suppliers, employees and affiliates (55,861) (53,327)
Interest paid (5,000) (5,181)
Net cash provided by operating
activities 15,351 12,375
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures/purchase of assets (6,147) (3,935)
Loans to affiliates, net of repayments 792 57
Purchase of resort property assets (2,000) (3,411)
Option payments (507) -
Acquisition costs and deposits (243) -
Change in restricted cash/marketable securities 138 1
Other 16 2
Net cash used by investing
activities (7,951) (7,286)
CASH FLOWS FROM FINANCING ACTIVITIES:
Deferred loan costs (125) (228)
Principal payments, long-term debt (1,100) (876)
Principal payments, under capital
lease obligations (112) (62)
Distributions to partners (1,580) (659)
Distributions to minority unit holders - (16)
Principal payments under revolving line
of credit (10,250) (9,000)
Draws under line of credit 2,000 1,500
Proceeds from long-term debt 2,180 -
Other 12 -
Net cash used by
financing activities (8,975) (9,341)
Net decrease in cash (1,575) (4,252)
Cash and cash equivalents, beginning of period 2,933 6,459
Cash and cash equivalents, end of period $ 1,358 $ 2,207
(continued)
The accompanying unaudited notes are an integral part of these unaudited
consolidated financial statements.
SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
Page 2 of 2
(In Thousands)
(unaudited)
Six Months
Ended June 30
1998 1997
RECONCILIATION OF NET INCOME TO NET
CASH PROVIDED BY OPERATING ACTIVITIES:
Net income $ 9,920 $ 7,986
Adjustments to reconcile net income
to net cash provided by operating
activities
Depreciation/amortization expense 4,548 4,134
Minority interest 46 31
Gain on sale of fixed assets - (2)
Changes in assets and liabilities
(Increase) decrease in:
Accounts receivable, net 989 2,809
Inventories 57 6
Prepaid expenses and other assets 806 (848)
Increase (decrease) in:
Accounts payable 121 (1,116)
Accrued expenses 854 2,177
Customer deposits (1,535) (2,346)
Deferred revenues (455) (456)
Total adjustments 5,431 4,389
Net cash provided by operating activities $15,351 $12,375
Supplemental schedule of noncash investing and financing activities:
In January, 1997 South Seas acquired the Seaside Inn on Sanibel Island,
Florida for $6.5 million. In connection with the acquisition, South Seas
assumed liabilities of $2.5 million.
In May, 1998 South Seas entered into a ten-year lease arrangement on the
Best Western Pink Shell Resort on Ft. Myers Beach. In connection with the
lease, South Seas acquired certain operating accounts, (consisting
primarily of accounts receivable, inventory and customer deposits)
totalling $486 in assets, including $16 of cash, and assumed liabilities of
$486.
The accompanying unaudited notes are an integral part of these unaudited
consolidated financial statements.
Note 1. Basis of Presentation
In the opinion of management, the accompanying unaudited
consolidated financial statements contain all
adjustments necessary (consisting of only normal
recurring adjustments) to present fairly South Seas
Properties Company Limited Partnership (?South Seas?)
consolidated financial position as of June 30, 1998 and
December 31, 1997 and the consolidated results of its
operations for the three and six months ended June 30,
1998 and 1997 and its consolidated cash flows for the
six months ended June 30, 1998 and 1997. The results of
operations for the six month period ended June 30, 1998
are not indicative of the results to be expected for the
full year due to the seasonality of the business
operation. For further information, refer to the
audited consolidated financial statements and notes
thereto, included in South Seas' 10-K report. Certain
amounts in the financial statements have been
reclassified to conform with the current presentation.
These reclassifications had no effect on the results of
operations previously reported. The consolidated
balance sheet at December 31, 1997 has been derived from
the audited financial statements at that date but does
not include all disclosures required by generally
accepted accounting principles. Refer to South Seas
annual 10-K report for complete footnote disclosure.
Note 2. Computation of Earnings Per Unit
Basic net income per unit is computed by dividing net
income by the weighted average number of partnership
units outstanding during the period. Accordingly, units
outstanding for per unit purposes could be lower than
actual units issued and outstanding at period end.
Income per unit assuming dilution is computed by
dividing net income by the weighted average number of
units outstanding increased by assumed conversion of
other potentially dilutive securities during the period.
Potentially dilutive units which have been included in
the diluted per unit calculation were 4,143 in both 1997
and 1998, derived from the assumed conversion of
convertible bonds. Unit options issued under the
Incentive Plan were not assumed exercised in 1997 or
1998 due to their exercise price not exceeding market
value.
Note 3. Revolving Credit Line
In connection with the $40 million revolving line of
credit with Credit Lyonnais, New York Branch, South
Seas had available $20.4 million and $19.4 million at
June 30, 1997 and 1998, respectively. South Seas
applies surplus seasonal working capital or draws
working capital based on seasonal needs to reduce or
increase the outstanding revolving loan balance.
Note 4. Acquisitions and Leasing Activity
In March 1998, South Seas purchased a 9,233 square foot
retail shopping center, adjacent to South Seas
Plantation, for $2.9 million. This purchase was
primarily financed with the proceeds of a new loan in
the amount of $2.18 million. The note bears interest at
LIBOR plus 225 to 300 basis points (the spread is
determined by loan covenants relating to South Seas
financial performance each quarter). Interest is due
monthly, quarterly principal payments are $37 in 1999,
$44 in 2000, two quarterly payments of $51 each in
2001, with a ballooning maturity balance of $1.75
million.
On May 1, 1998, South Seas entered into a ten-year
lease agreement on the Best Western Pink Shell Resort
on Ft. Myers Beach. The lease requires annual minimum
rental payments of $2.2 million, plus a percentage rent
based on property revenues at various tiers. Terms of
the agreement include South Seas' wholly owned
subsidiary purchasing $2.0 million of the existing
furniture and fixtures (to be used in the operation of
the resort) and maintaining a net worth of $2.0
million, $1.9 million of which is in the form of a
guarantee from South Seas. Due to the timing of the
transaction, the remaining 1998 rental payments have
been set at $211 per month with no percentage rent
during 1998. Regular lease terms become effective
January 1, 1999.
Note 5. Recently Issued Accounting Pronouncements
SFAS 130, Reporting Comprehensive Income, is effective
for fiscal years beginning after December 15, 1997.
This Statement establishes standards for reporting and
display of comprehensive income and its components in a
full set of general purposes financial statements. This
Statement requires that all items that are required to
be recognized under accounting standards as components
of comprehensive income be reported in a financial
statement that is displayed with the same prominence as
other financial statements. At June 30, 1998 South Seas
had no items that qualified under this pronouncement
and therefore no change occurred in its' reporting
practices.
SFAS 131, Disclosures about Segments of an Enterprise
and Related Information, effective for fiscal years
beginning after December 15, 1997, establishes
standards for reporting information about operating
segments in annual financial statements and interim
financial reports issued to unitholders. Generally,
certain financial information is required to be
reported on the basis that is used internally for
evaluating performance of and allocation of resources
to operating segments. Management has reviewed the
criteria for segment reporting and has determined no
such segmentation is applicable to its operations.
Note 6. MeriStar Transaction
On April 15, 1998 South Seas publicly announced that
it had entered into an agreement with CapStar Hotel
Company (CapStar), under which CapStar and its
affiliates will acquire substantially all of South
Seas' assets. (Note: CapStar merged with American
General Hospitality in early August and the new company
name is MeriStar). Under the terms of the agreement,
South Seas is obligated to make a tender offer for all
of its outstanding 10% subordinated Notes due April 15,
2003 and to solicit the consent of the Noteholders to
certain modifications to the existing provisions of the
Indenture governing the Notes. As of the date of this
filing, the consent of over 99% of the bondholders to
effect such a change was achieved. The minimum required
percentage was 66.67%.
PART I - FINANCIAL INFORMATION
Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction
with ?Selected Historical Financial Data,? ?Selected
Consolidated Financial Data? and the audited consolidated
financial statements for South Seas and the notes thereto
appearing in the annual 10-K report for the year ended
December 31, 1997.
GENERAL
South Seas Properties Company Limited Partnership (or its'
subsidiaries)(?South Seas?) is one of the largest owners and
operators of upscale beachfront destination resorts and
hotels in Florida. South Seas owns seven resort and hotel
properties, plus an 18 hole golf course, and leases/manages
two additional resort properties, (collectively referred to
as the ?Properties"). The Properties are located on either
Sanibel, Captiva, Estero or Marco Islands off Southwest
Florida's gulf coast, with one leased property (a resort and
spa) located on Tampa Bay, Florida. The Properties are
designed to appeal to families, leisure and retired travelers
and business groups. The Properties range in size and style
from the 552-unit South Seas Plantation resort on Captiva
Island, to the 269 unit, 11 story Marco Radisson, to the 30-
unit Song of the Sea Inn, a bed-and-breakfast located on
Sanibel Island. By offering a wide variety of price points
and vacation experiences, South Seas is able to appeal to a
broad section of the vacation market. The Properties offer a
combined total of approximately 1,700 condominium and hotel
units, consisting of approximately 2,300 guestrooms,
including luxurious beach homes, fully equipped condominiums,
suites, cottages and hotel rooms. South Seas owns and
operates The Dunes Golf and Tennis Club on Sanibel Island,
which features an 18-hole, par 70 golf course, seven soft
surface tennis courts, full banquet and restaurant facilities
and other amenities. Guests staying at any of the Properties
have access to the amenities and vacation activities offered
at all of the Properties. South Seas believes that this
feature, combined with the Properties' attractive locations,
enhances customer satisfaction and guests' perceptions of
value.
Overall management and marketing of the Properties is
coordinated through the Management Company, which is
headquartered in Fort Myers. The day-to-day operation of each
Property is the responsibility of an on-site general manager.
Management functions provided on a centralized basis include
marketing, reservations, human resources, property renovation
and development, management information systems, finance and
accounting. By providing these functions on a centralized
basis, South Seas is able to achieve improved results on a
more cost-effective basis. Marketing of the Properties is
accomplished through a combination of South Seas' own sales
force and arrangements with both national and international
representatives.
SEASONALITY
Properties owned or operated by South Seas are affected by
normally recurring seasonal patterns. Room rates are
substantially higher and occupancy is somewhat higher during
the months of January, February, March and April than during
the remainder of the year. Approximately 45% of South Seas'
revenues are earned in the first four months of each year.
Accordingly, South Seas' typically reports lower revenue and
net income in the second, third and fourth calendar quarters.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30,
1998 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 1997
Revenues. Revenues consist principally of room rentals,
food and beverage sales, retail sales, spa and fitness
revenues, and golf course operations. Other revenue includes
marina operations, long distance telephone charges, and
management fees from non-consolidated entities, fees for the
use of recreation facilities, commissions from realty sales,
interest income and other miscellaneous items. Revenues for
the three months ended June 30, 1998 increased by
approximately $4.6 million, or 14.7% over the prior period.
Rooms revenues increased by approximately $3.0 million, or
16.1% over the prior period. Approximately $1.1 million, or
36.3% of the increase represents room revenues attributable
to the Best Western Pink Shell Resort (leased May 1, 1998).
Room revenues at resorts owned throughout both periods
("Comparable Resorts") increased by $1.9 million, or 10.2%
The increase in room revenues at Comparable Resorts resulted
from an increase in the average daily rate ("ADR") and in the
percentage of occupancy. ADR at Comparable Resorts was
$189.44 for 1997, compared to $199.71 in 1998, an increase of
$10.27, or 5.4%. Occupancy percentage at Comparable Resorts
increased to 76.5% for the three months ended June 30, 1998
from 73.7% for the same period in 1997. The increase in ADR
reflects South Seas? efforts to maximize revenue per
available room (?REVPAR?), during peak demand periods.
During the three months ended June 30, 1998, REVPAR for
Comparable Resorts increased by $13.10, or 9.4% over the same
period in 1997. The Best Western Pink Shell Resort ("New
Resort") had an occupancy percentage of 64.3% and ADR of
$133.52 during the period under lease.
Food and beverage revenues for the three months ended
June 30, 1998 increased by $492,000, or 9.2% over the same
period in 1997. Approximately $160,000 or 32.5% of the total
increase was attributable to the new lease of the New Resort.
Comparable Resorts experienced growth over the prior period
of $332,000 or 6.2%. Marco Radisson experienced the strongest
growth in food and beverage revenues, increasing by $87,000
or 16.0% over the prior period, primarily due to an increase
in room nights in the group market segment and therefore
higher banquet review.
Retail revenues increased by $125,000 or 7.2% from the
prior period. Approximately $48,000, or 38.4% of this growth
was attributable to the New Resort.
Other revenues for the three months ended June 30, 1998
increased by $919,000, or 22.7% over the prior period.
Approximately $398,000 or 43.3% of the increase was from the
New Resort. South Seas Plantation contributed $269,000, or
29.2% of the growth in other revenues. Marked growth was
experienced in several areas including deposit forfeitures,
long distance telephone fees and group recreation programs.
Also at South Seas Plantation, a per person per night service
charge policy was implemented to cover a variety of
previously individually charged services and products.
Expenses. Total expenses for the three months ended
June 30, 1998 increased by approximately $3.6 million, or
12.9% over the prior period. As a percentage of revenues,
expenses decreased from 89.2% to 87.7%. Analysis of major
financial line items follows:
Room expenses for the three months ended June 30, 1998
increased by $551,000 or 12.9% over the prior period. As a
percentage of room revenues, room expenses decreased slightly
from 23.2% to 22.6%, primarily due to the elimination of one
senior level management position at the central reservations
facility.
Condominium lease and rental expenses for the three months
ended June 30, 1998 increased $1.3 million, or 26.5%.
Approximately $659,000, or 51.5% of the increase relates to
the lease payment on the New Resort. The remaining increase
is related to increased room revenues and therefore greater
amounts due to condominium owners in the lease program.
Net Income. Because of the foregoing factors, net income
for the three months ended June 30, 1998 increased by
$960,000 or 103.7% compared to the prior period.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1998
COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1997
Revenues. Revenues for the six months ended June 30, 1998
increased by approximately $6.2 million, or 8.8% over the
prior period. Approximately $1.7 million, or 26.9% of the
increase was related to the New Resort.
Rooms revenues increased by approximately $3.9 million, or
9.0% over the prior period. Approximately $1.1 million, or
27.5% of the increase represents room revenues attributable
to the New Resort. Room revenues at Comparable Resorts
increased by $2.8 million, or 6.5% over the prior period. The
increase in room revenues resulted from an increase in the
ADR and an increase in the percentage of occupancy. Occupancy
percentages at Comparable Resorts increased to 78.7% for the
six months ended June 30, 1998 from 76.9% for the same period
in 1997. ADR at Comparable Resorts increased $7.22, or 3.3%
over the prior period ($226.64 vs. $219.42), and REVPAR
increased by $9.46, or 5.6% ($178.30 vs. $168.84). The New
Resort had an ADR of $133.50, and occupancy of 64.3% for the
two months under lease.
Food and beverage revenues for the six months ended
June 30, 1998 increased by $754,000, or 6.5% over the same
period in 1997. Approximately $160,000 or 21.2% of the
increase was due to food and beverage sales at the New
Resort. Marco Radisson also experienced strong growth in food
and beverage sales, increasing by $259,000 or 21.0% over the
prior period, primarily due to an increase in room nights in
the group market segment and therefore higher banquet
revenues.
Retail revenues decreased by $24,000 or .7% from the prior
period. Management believes two factors influenced this
decline: poor weather and an amenity access charge program.
In 1998, Southwest Florida experienced significantly more
days of rain during the peak season time frame than in the
prior period. Poor weather means fewer guests frequenting
retail outlets on-site and greater propensity to spend time
off-site at major shopping outlets and malls. In addition, at
South Seas Plantation, an amenity access program was
instituted to restrict charge privileges to registered guests
only.
Other revenues for the six months ended June 30, 1998
increased by $1.4 million, or 15.8% over the prior period.
Approximately $398,000 or 28.9% of the total increase was at
the New Resort. Approximately $536,000, or 39.0% of the total
increase was recognized at South Seas Plantation. Marked
growth was experienced in several areas including deposit
forfeitures, long distance telephone fees and group
recreation programs. Also at South Seas Plantation, a per
person per night service charge policy was implemented to
cover a variety of previously individually charged services
and products.
Expenses. Total expenses for the six months ended
June 30, 1998 increased by approximately $4.3 million, or
7.4% over the prior period. As a percentage of revenues,
expenses decreased from 81.6% to 80.5%. Analysis of major
financial line items follows:
Room expenses for the six months ended June 30, 1998
increased by $662,000 or 7.5% over the prior period. As a
percentage of room revenues, room expenses decreased slightly
from 20.3% to 20.0%, primarily due to the elimination of one
senior level management position at the central reservations
facility.
Sales and marketing costs for the six months ended
June 30, 1998 decreased by $170,000 or 4.2% over the prior
period. As a percentage of total revenues, sales and
marketing decreased from 5.7% in the six months ended
June 30, 1997 to 5.0% for the six months ended June 30, 1998.
Included in the June 30, 1998 results is approximately
$452,000 of marketing/media rebates. This unusual, non-
recurring reduction in expense is due to an independent audit
of circulation of specific directory publications over the
previous seven-year period. Circulation totals were below
guaranteed levels at the time of placement; therefore, these
rebates (per contract) are being refunded. South Seas
management has decided to maintain their current marketing
budgets for 1998; therefore, this should be a positive
variance to the prior period throughout 1998.
Net Income. Because of the foregoing factors, net income
for the six months ended June 30, 1998 increased by $1.9
million, or 24.2% compared to the prior period.
LIQUIDITY AND CAPITAL RESOURCES
South Seas has historically financed its operations and
capital expenditures through a combination of cash generated
from operations, bank borrowings, borrowings from private
investors, bond offerings and short-term credit facilities.
On March 28, 1996, South Seas completed the public
offering of $43,500,000 of its 10% subordinated notes as
offered in the Form S-1 Registration Statement (?Notes
Offering?). The terms of the Notes provided for the payment
of interest monthly at 10%, and with no principal reduction
until maturity on April 15, 2003.
The Notes are non-callable during the first four years of
the term then become redeemable, in whole or in part, at the
option of South Seas at various redemption prices (108.24% to
112.62% of principal) during or after the year 2000. After
the occurrence of certain events, the holders of Notes will
be offered the opportunity to convert the Notes at an
exchange rate of $12 per partnership unit (subject to
adjustment in certain circumstances). Upon the stated
maturity of the Notes, holders of Notes will be offered the
opportunity to convert the Notes at an exchange rate of
$10.50 per unit (subject to adjustment in certain
circumstances).
On April 15, 1998, South Seas publicly announced that it
had entered into an agreement with CapStar Hotel Company
(CapStar), under which CapStar and its affiliates will
acquire substantially all of South Seas' assets. (Note:
CapStar merged with American General Hospitality in early
August and the new company name is MeriStar). In connection
with the announced transaction, South Seas was required to
make a tender offer for all of its outstanding 10%
subordinated Notes due April 15, 2003 and to solicit the
consent of the noteholders to certain modifications to the
existing provisions of the Indenture governing the Notes. As
of the date of this filing, the consent of over 99% of the
bondholders to effect such a change was achieved. The minimum
required percentage was 66.67%.
On June 30, 1998, South Seas had cash and cash equivalents
of approximately $1.4 million, and restricted cash of $6,000.
Cash and cash equivalents decreased by $1.6 million during
the six months ended June 30, 1998.
Cash flow from operations was approximately $15.4 million
for the six months ended June 30, 1998 as compared to $12.4
million in the prior period. South Seas? other major source
of cash in the 1998 period was proceeds of long-term debt of
approximately $2.2 million for the purchase of a retail
shopping center adjacent to South Seas Plantation. This
strategic location provides South Seas the opportunity to
increase its retail opportunities, as well as, increasing
available on-site facilities by moving certain operations.
South Seas? major uses of cash during the 1998 period were
principal payments on outstanding debt of approximately $9.5
million (net of draws), combined capital expenditures and
acquisition/option payments of approximately $8.7 million,
and distributions to partners of approximately $1.6 million.
South Seas is not currently a party to any legal
proceeding which, in Management's opinion, is likely to have
a material adverse effect on its operating results or
financial position.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
SFAS 130, Reporting Comprehensive Income, is effective for
fiscal years beginning after December 15, 1997. This
Statement establishes standards for reporting and display of
comprehensive income and its components in a full set of
general purposes financial statements. This Statement
requires that all items that are required to be recognized
under accounting standards as components of comprehensive
income be reported in a financial statement that is displayed
with the same prominence as other financial statements. At
June 30, 1998 South Seas had no items that qualified under
this pronouncement and therefore no change occurred in its'
reporting practices.
SFAS 131, Disclosures about Segments of an Enterprise and
Related Information, effective for fiscal years beginning
after December 15, 1997, establishes standards for reporting
information about operating segments in annual financial
statements and interim financial reports issued to
unitholders. Generally, certain financial information is
required to be reported on the basis that is used internally
for evaluating performance of and allocation of resources to
operating segments. Management has reviewed the criteria for
segment reporting and has determined no such segmentation is
applicable to its operations.
SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable
Item 2. Change in Partnership Units
Not applicable
Item 3. Defaults upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Item 5. Other Information
Not applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit I - Weighted Average Units Outstanding
(b) Reports on Form 8-K
Bond Tender Offer filing made on July 15,1998
SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP
SIGNATURES
June 30, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ROBERT M. TAYLOR RICHARD E. KRICHBAUM
CHAIRMAN OF T&T RESORTS, L.C. VICE PRESIDENT OF FINANCE
GENERAL PARTNER OF S.S. RESORT MANAGEMENT L.C.
SOUTH SEAS PROPERTIES GENERAL PARTNER OF
COMPANY LIMITED PARTNERSHIP SOUTH SEAS RESORTS
(SIGNATURE) COMPANY, L.P.
AUGUST 14, 1998 (SIGNATURE)
AUGUST 14, 1998
TIMOTHY R. BOGOTT VIRGINIA S. BROOKS
PRESIDENT CORPORATE CONTROLLER
S.S. RESORT MANAGEMENT, L.C. S.S. RESORT MANAGEMENT,
GENERAL PARTNER OF SOUTH SEAS L.C.
RESORTS COMPANY, L.P. GENERAL PARTNER OF SOUTH
(SIGNATURE) SEAS RESORTS COMPANY, L.P.
AUGUST 14, 1998 (SIGNATURE)
AUGUST 14, 1998