-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E9hHHIj1cjHJZgQUclJEBXFEXtpwWaO5u6ApApx+TCJOoixrmU21PctrjztPXPwI eeVQBtTm1lKCaGx8kS5Okg== 0000803868-96-000022.txt : 19961115 0000803868-96-000022.hdr.sgml : 19961115 ACCESSION NUMBER: 0000803868-96-000022 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961113 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MISSION BAY SUPER 8 LTD CENTRAL INDEX KEY: 0000803868 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 330202890 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-18078 FILM NUMBER: 96661276 BUSINESS ADDRESS: STREET 1: 3145 SPORTS ARENA BLVD CITY: SAN DIEGO STATE: CA ZIP: 92110 BUSINESS PHONE: 6192261212 MAIL ADDRESS: STREET 1: 4540 MISSION BAY DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92107 FORMER COMPANY: FORMER CONFORMED NAME: MOTELS OF AMERICA SERIES IX DATE OF NAME CHANGE: 19900402 10QSB 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB - Quarterly or Transitional Report / X / QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1996 / / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File Number 33-9075-LA Mission Bay Super 8 Ltd., A California Limited Partnership (Exact name of small business issuer as specified in its charter) California 33-0202890 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1466 9th Avenue, San Diego, CA 92101 (Address of principal executive offices) (619) 699-6100 (Issuer's telephone number) 3145 Sports Arena Blvd., San Diego, CA 92110 (Former name, former address and former fiscal year, if changed since last report) Check whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Exchange Act during the last 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes / X / No / / State the number of limited partnership interests outstanding as of the latest practicable date: 6,600 PART I. -- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Incorporated herein is the following unaudited financial information: Balance Sheet as of September 30, 1996 and December 31, 1995. Statement of Operations for the three-month and nine-month periods ended September 30, 1996 and September 30, 1995. Statement of Cash Flows for the three-month and nine-month periods ended September 30, 1996 and September 30, 1995. Notes to Financial Statements. MISSION BAY SUPER 8 LTD. A California Limited Partnership Balance Sheet September 30, 1996 and December 31, 1995 (Unaudited) (Part 1 of 2)
Sept 30, December 31, ASSETS 1996 1995 -------- --------- ------------ Current Assets: Cash and cash equivalents $ 50,300 $ 65,349 Accounts receivable 0 41,550 Operating supplies 0 18,891 Prepaid expenses 0 21,729 ---------- ---------- Total current assets 50,300 147,519 Investment property, at value: Land 0 1,212,000 Building and improvements 0 2,024,033 Furniture, fixtures & equipment 0 724,183 ---------- ---------- 0 3,960,216 Less accumulated depreciation 0 1,211,396 Total investment property, net ---------- --------- (note 5) 0 2,748,820 Franchise fees, net (notes 3 & 5) 0 11,829 ---------- ---------- $ 50,300 $2,908,168 ---------- ---------- ---------- ----------
See accompanying notes to financial statements. MISSION BAY SUPER 8 LTD. A California Limited Partnership Balance Sheet September 30, 1996 and December 31, 1995 (Unaudited) (Part 2 of 2)
LIABILITIES AND Sept 30, December 31, PARTNER'S CAPITAL ACCOUNTS 1996 1995 -------------------------- -------- ------------ Current liabilities: Accounts payable and accrued expenses $ 0 $ 21,580 Due to Affiliates (note 4) 4,212 9,338 ---------- ---------- Total current liabilities 4,212 30,918 ---------- ---------- Total liabilities 4,212 30,918 ---------- ---------- Partners' capital accounts: General partners: Cumulative net earnings 26,716 26,079 Cumulative cash distributions (307,197) (307,197) ---------- ---------- (280,481) (281,118) Limited partners: Capital contributed, net of offering costs and REIT shares issued 5,761,115 5,761,115 Cumulative net earnings 211,886 234,699 Cumulative cash distributions (5,646,432) (2,837,446) ---------- ---------- 326,569 3,158,368 ---------- ---------- Total partners' capital accounts 46,088 2,877,250 ---------- ---------- $ 50,300 $2,908,168 ---------- ---------- ---------- ----------
See accompanying notes to financial statements.
MISSION BAY SUPER 8 LTD., A California Limited Partnership Statement of Operations Nine Months Ended Sept. 30, 1996 and Sept. 30, 1995 (Unaudited) THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, --------- --------- -------- -------- 1996 1995 1996 1995 --------- -------- -------- -------- Income (Loss) from $ 0 $ 0 $ 0 $ 0 Continuing Operations Income (Loss) from $ 8,878 $ 151,001 $ (79,263) $ 226,414 Discontinued Operations Gain (Loss) on disposal $ (1,030) $ 0 $ 57,087 $ 0 of Discontinued Operations --------- --------- --------- -------- Net earnings (loss) $ 7,848 $ 151,001 $ (22,176) $ 226,414 ========= ========= ========== ========= Net earnings (loss) $ 1.07 $ 20.59 $ (3.02) $ 30.87 per limited ========= ========= ========== ======== partnership interest See accompanying notes to financial statements.
MISSION BAY SUPER 8 LTD., A California Limited Partnership Statement of Cash Flows Nine Months Ended September 30, 1996 and September 30, 1995 (Unaudited) THREE MONTHS ENDED NINE MONTHS ENDED SEPT. 30, SEPT. 30, ------------------ ----------------- 1996 1995 1996 1995 ------- ------ ------ ------ Cash flows from operating activities: Net earnings (loss) $ 7,848 $ 151,001 $ (22,176) $ 226,414 Adjustments to reconcile net income to cash: (Gain) Loss on disposal of discont. oper.(note 5) 1,030 0 (57,087) 0 Depreciation and amortization 0 20,236 28,484 62,840 Changes in assets and liabilities (Increase) in other assets 31,188 (11,900) 65,603 (39,687) Increase (decrease) in liabilities Accounts payable and accrued expenses (8,579) 3,028 (21,580) (3,755) Due to affiliates (1,697) 33,857 (5,126) 29,926 ----------- ---------- ---------- --------- Net cash provided by (used in) 29,790 196,222 (11,881) 275,738 operating activities ----------- ---------- ---------- --------- Cash flows from investing activities: Acquisition and construction costs of investment property 0 (484) (3,168) (17,283) Cash received for dissenting partners (note 5) 0 0 284,408 0 Cash received for fractional shares (note 5) 0 0 5,118 0 ----------- --------- ----------- --------- Net cash provided by (used in) financing activities 0 (484) 286,358 (17,283) ----------- --------- ----------- --------- Cash flows from financing activities: Cash Distributions to partners 0 (100,000) 0 (100,002) Cash distributions to partners (fractional shares) 0 0 (5,118) 0 (note 5) Cash distributions to dissenting partners (note 5) 0 0 (284,408) 0 ---------- ---------- ----------- --------- Net cash provided by (used in) 0 (100,000) (289,408) (100,002) financing activities ---------- ---------- ----------- --------- Net decrease in cash and cash equivalents 29,790 95,738 (15,049) 158,453 Cash and cash equivalents, beginning of period 20,510 105,975 65,349 43,260 ---------- ---------- ----------- --------- Cash and cash equivalents, end of period 50,300 201,713 50,300 201,713 ========== ========== =========== ========= See accompanying notes to financial statements. Refer to footnote 5 regarding Sale of Motel.
Notes to Financial Statements September 30, 1996 (Unaudited) Readers of this quarterly report should refer to the partnership audited financial statements and annual report Form 10-KSB (File No. 33-9075-LA) for the period ended December 31, 1995, as certain footnote disclosures which would substantially duplicate those contained in such financial reports have been omitted from this report. 1. THE PARTNERSHIP AND A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Mission Bay Super 8 Ltd., A California Limited Partnership (the Partnership), formerly Motels of America Series IX, A California Limited Partnership, was formed on February 5, 1987 pursuant to the California Revised Uniform Limited Partnership Act. The purpose of the Partnership is to construct, own, and operate a 117-room "economy" motel under a Super 8 franchise. The motel was opened in November 1987. The following is a summary of the Partnership's significant accounting policies: Cash and Cash Equivalents The Partnership considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Investment Property Investment property is recorded at cost. Writedowns to fair value are recorded when investment property has been permanently impaired based on comparing carrying value to the undiscounted sum of future cash flows expected from the property. Depreciation is computed using the straight-line method based on estimated useful lives of 5 to 35 years. Maintenance and repairs costs are expensed as incurred, while significant improvements, replacements, and major renovations are capitalized. NET INCOME PER INTEREST Net income per interest is based upon the income allocated to limited partners divided by 6,600 limited partner interests outstanding throughout the year. (Continued) MISSION BAY SUPER 8 LTD., A California Limited Partnership Notes to Financial Statements, Continued 2. PARTNERSHIP AGREEMENT Net income or loss and cash distributions from operations of the Partnership are allocated 90% to the limited partners and 10% to the general partner. Profits from the sale or other disposition of Partnership property are to be allocated to the general partner until its capital account equals zero; thereafter, to the limited partners until their capital accounts equal their capital contributions reduced by prior distributions of cash from sale or refinancing plus an amount equal to a cumulative but not compounded annual 8% return thereon which cumulative return shall be reduced (but not below zero) by the aggregate amount of prior distributions of cash available for distribution; thereafter, gain shall be allocated 15% to the general partner and 85% to the limited partners. Loss from sale shall be allocated 1% to the general partner and 99% to the limited partners. 3. FRANCHISE AGREEMENT The Partnership has entered into a twenty-year franchise agreement with Super 8 Motels, Inc. to provide the Partnership with consultation in the areas of design, construction and operation of the motel. The agreement required the payment of an initial fee of $20,000 and ongoing royalties equal to 4% of gross room revenues and a chain-affiliated advertising fee equal to 2% of gross room revenues. In April 1996, the franchise agreement was transferred to Host Funding, Inc., a real estate investment trust (REIT) as part of the terms of the sale. See Note 5 for detail. 4. RELATED PARTY TRANSACTIONS The motel is operated pursuant to a management agreement with GHG. The agreement provides for the payment of monthly management fees of 6% of gross revenues. The Partnership has agreed to reimburse GHG for certain expenses related to services performed in maintaining the books and administering the affairs of the Partnership. GHG and an affiliate, GMS Management Services, Inc. (GMS), allocate to the Partnership certain marketing, accounting, and maintenance salaries and certain other expenses directly related to the operation of the Partnership. (Continued) MISSION BAY SUPER 8 LTD., A California Limited Partnership Notes to Financial Statements, Continued 4. RELATED PARTY TRANSACTIONS (Continued) Fees, reimbursements, salaries, and other expenses paid to GHG and GMS and included in total expenses for the three months and the nine months ended September 30, 1996 are as follows:
Three Months Ended Nine Months Ended 9/30/96 9/30/95 9/30/96 9/30/95 ------- ------- ------- ------- Management Fee 75 25,245 19,620 55,699 Reimbursement for partnership admin. expenses 5,000 10,620 44,689 31,860
In addition, all motel employees are paid by GMS. The Partnership reimbursed GMS for the wages of these employees including a one percent processing fee. At September 30, 1996, $4,212 was due to GHG and GMS relating to reimbursement for these operating expenses. 5. SALE OF MOTEL On April 22, 1996, the Registrant sold all of its motel assets with a book value of $2,751,899 to Host Funding, Inc. for 252,049 shares of Class A Common Stock in Host Funding, Inc. The number of shares received is based on an initial exchange value of $10 per share. The shares have been distributed to the limited partners. Limited partners holding approximately 10% of the limited partnership interests perfected their rights as dissenting partners and have received cash totaling $284,408 for their limited partnership interests. Fractional shares were paid in cash totaling $5,118. The total value of the transaction is $2.81 million based on the initial exchange value of the common stock, the cash paid to dissenting partners and cash paid to partners for fractional shares. Revenues for three months and nine months ended September 30, 1996 were $331 and $401,918. This compares to the three and nine months ended September 30, 1995 of $421,338 and $930,397. The sale of the motel and dissolution of the Registrant were pursuant to the Prospectus/Consent Solicitation Statement, included in the Host Funding, Inc. Registration Statement on Form S-4 (Commission File No. 33-60011), and approved by the limited partners in January 1996. (Continued) Mission Bay Super 8 Ltd., A California Limited Partnership Notes to Financial Statements, Continued Management plans to dissolve the Registrant in November 1996. The cash remaining after the payment of all liabilities, including the costs of administering the final liquidation and dissolution of the Registrant, will be distributed to the limited partners. 6. ADJUSTMENTS In the opinion of the general partners, all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation have been made to the accompanying figures as of and for the nine months ended September 30, 1996. 7. SUBSEQUENT EVENT In November 1996, the Partnership paid a final distribution of $46,088 to the limited partners. (Continued) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Financial Condition: On November 19, 1986, the Partnership commenced its public offering pursuant to its Prospectus. On June 15, 1987, the Partnership completed the public offering. The Partnership received $5,761,115 (net of offering costs of $838,885) from the sale of limited partnership interests. These funds were available for investment in property, to pay legal fees and other costs related to the investments, to pay operating expenses, and for working capital. The majority of the proceeds were used to acquire and construct the property identified in Item 2 above. In January 1996, 71% of the limited partners approved a proposal to exchange substantially all of the Partnership's investment property for 252,049 shares of Class A Common Stock in Host Funding, Inc., a real estate investment trust (REIT). The number of shares issued is based on an initial exchange value of $10 per share. The common stock in the REIT has been distributed to the limited partners and the Partnership will be dissolved. Approximately 10% of the limited partners perfected their rights as dissenting partners and received $284,408 cash for their limited partnership interests. The total value of the transaction is $2,810,000 based on the initial exchange value of the common stock (252,049 shares @ $10.00 per share), cash paid to dissenting partners in the amount of $284,408, and fractional shares paid of $5,118. The transaction was conditioned upon Host Funding, Inc. completing a proposed $5,000,000 initial public offering of its common stock. This requirement was satisfied and the sale closed on April 22, 1996. In connection with this transaction, an independent appraiser had valued the Partnership's investment property at $2,810,000 as of August 1, 1994. Because of the significant decrease in the market value of investment property, and the proposed exchange of investment property for common stock in the REIT, management elected to writedown the Partnership's investment property to its appraised value of $2,810,000 as of December 31, 1994. During 1995 and 1996, the Partnership paid certain costs related to the REIT transaction. The costs paid by the Partnership totaled $113,405 of which $88,405 is an expense of the Partnership and $25,000 was reimbursed by the REIT after the transaction was completed. Management plans to dissolve the Registrant in November 1996. The final cash remaining after payment of all liabilities will be distributed to the limited partners. SIGNATURES 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. (REGISTRANT) MISSION BAY SUPER 8 LTD., A California Limited Partnership By: GHG Hospitality, Inc. Corporate General Partner BY (SIGNATURE) /s/ J. Mark Grosvenor (NAME AND TITLE) J. Mark Grosvenor, President and Director (DATE) November 14, 1996 BY (SIGNATURE) /s/ Sylvia Mellor Clark (NAME AND TITLE) Sylvia Mellor Clark, Controller (DATE) November 14, 1996 EX-27 2
5 9-MOS DEC-31-1996 SEP-30-1996 50,300 0 0 0 0 50,300 0 0 50,300 4,212 0 0 0 0 0 50,300 0 0 0 0 0 0 0 0 0 0 (79,263) 57,087 0 (22,176) (3.02) (3.02)
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