-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, C8L4Ib9bmWXSFC+vxCwihKfFolryll0AHbC+TTBYWSnw/e0heiLPdzsP01DSiIan 2Dq1oPMblemLvhzClABtOg== 0000810736-95-000002.txt : 19950731 0000810736-95-000002.hdr.sgml : 19950731 ACCESSION NUMBER: 0000810736-95-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950515 DATE AS OF CHANGE: 19950728 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLENBOROUGH ALLSUITE HOTELS LP CENTRAL INDEX KEY: 0000810736 STANDARD INDUSTRIAL CLASSIFICATION: 7011 IRS NUMBER: 330207312 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-16647 FILM NUMBER: 95555388 BUSINESS ADDRESS: STREET 1: 400 SOUTH EL CAMINO REAL STREET 2: SUITE 1100 CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: 4153439300 MAIL ADDRESS: STREET 1: 400 SOUTH EL CAMINO REAL SUITE 1100 CITY: SAN MATEO STATE: CA ZIP: 94402-1708 FORMER COMPANY: FORMER CONFORMED NAME: OUTLOOK ALL SUITE HOTELS L P DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AUGUST ALL SUITE HOTELS L P DATE OF NAME CHANGE: 19890814 FORMER COMPANY: FORMER CONFORMED NAME: AUGUST LEXINGTON INCOME PARTNERS DATE OF NAME CHANGE: 19870528 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 33-11957 GLENBOROUGH ALL SUITE HOTELS L.P., A CALIFORNIA LIMITED PARTNERSHIP ------------------------------------------------------ (Exact name of Registrant as specified in its charter) California 33-0207312 -------------------------------- ------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification) 400 South El Camino Real, Suite 1100 San Mateo, California 94402 ------------------------------ -------- (Address of principal executive offices) (Zip Code) (415) 343-9300 ---------------------------- (Registrant's telephone number) 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. Yes X No --- --- Total number of units outstanding as of March 31, 1995: 2,399,217 NO EXHIBIT INDEX REQUIRED Page 1 of 12 PART I. FINANCIAL INFORMATION Item 1. Financial Statements GLENBOROUGH ALL SUITE HOTELS L.P., A CALIFORNIA LIMITED PARTNERSHIP Balance Sheets (in thousands, except units outstanding) (Unaudited) March 31, December 31, 1995 1994 Assets -------- --------- ------ Real estate investments, at cost: Land $ 2,704 $ 2,704 Building and improvements 14,832 14,753 -------- -------- 17,536 17,457 Less accumulated depreciation and amortization (6,847) (6,685) -------- -------- Net real estate investments 10,689 10,772 Cash and cash equivalents 506 369 Accounts receivable, net 130 91 Prepaid expenses and other assets 404 391 -------- -------- Total assets $ 11,729 $ 11,623 ======== ======== Liabilities and Partners' Equity (Deficit) ------------------------------------------ Accounts payable $ 101 $ 117 Accrued expenses 257 238 -------- -------- Total liabilities 358 355 Partners' equity (deficit): General Partner (1,789) (1,790) Limited Partners, 2,399,217 units outstanding 13,160 13,058 -------- -------- Total partners' equity 11,371 11,268 -------- -------- Total liabilities and partners' equity $ 11,729 $ 11,623 ======== ======== See accompanying notes to financial statements. Page 2 of 12 GLENBOROUGH ALL SUITE HOTELS L.P., A CALIFORNIA LIMITED PARTNERSHIP Statements of Operations (in thousands, except per unit amounts) (Unaudited) Three months ended March 31, ----------------- 1995 1994 Revenues: ----- ----- Rooms $ 1,342 $ 1,234 Interest and other 71 63 ------ ------ Total revenues 1,413 1,297 ------ ------ Operating costs and expenses (including reimbursed salaries of $301 and $266 paid to affiliates in the three months ended March 31, 1995 and 1994, respectively): Rooms 278 248 Utilities 99 90 Management fees (paid to an affiliate) 70 65 Property taxes and insurance 77 62 Property general and administrative 123 105 Sales and marketing 133 121 Property operation and maintenance 99 81 Depreciation and amortization 168 151 Other general and administrative (including $38 and $42 paid to an affiliate during the three months ended March 31, 1995 and 1994, respectively) 63 58 ------- ------- Total operating costs and expenses 1,110 981 ------- ------- Net income $ 303 $ 316 ======= ======= Net income per limited partnership unit $ 0.13 $ 0.13 ======= ======= Distributions per limited partnership unit: Net income $ 0.08 $ 0.07 ======= ======= Return of capital $ - $ - ======= ======= See accompanying notes to financial statements. Page 3 of 12 GLENBOROUGH ALL SUITE HOTELS L.P., A CALIFORNIA LIMITED PARTNERSHIP Statements of Partners' Equity (Deficit) (in thousands) For the three months ended March 31, 1995 and 1994 (Unaudited) Total General Limited Partners' Partner Partners Equity --------- --------- --------- Balance at December 31, 1993 $ (1,790) $ 13,070 $ 11,280 Distributions (2) (180) (182) Net income 3 313 316 --------- --------- --------- Balance at March 31, 1994 $ (1,789) $ 13,203 $ 11,414 ========= ========= ========= Balance at December 31, 1994 $ (1,790) $ 13,058 $ 11,268 Distributions (2) (198) (200) Net income 3 300 303 --------- --------- --------- Balance at March 31, 1995 $ (1,789) $ 13,160 $ 11,371 ========= ========= ========= See accompanying notes to financial statements. Page 4 of 12 GLENBOROUGH ALL SUITE HOTELS L.P., A CALIFORNIA LIMITED PARTNERSHIP Statements of Cash Flows (in thousands) (Unaudited) Three months ended March 31, ------------------ 1995 1994 ------ ------ Cash flows from operating activities: Net income $ 303 $ 316 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 168 151 Changes in assets and liabilities: Accounts receivable (39) - Prepaid expenses and other assets (19) (54) Accounts payable (16) 64 Accrued expenses 19 (49) ------- ------- Net cash provided by operating activities 416 428 ------- ------- Cash flows used in investing activities: Additions to real estate investments (79) (34) ------- ------- Cash used in investing activities: (79) (34) ------- ------- Cash flows used in financing activities: Distributions to partners (200) (182) ------- ------- Cash used in financing activities (200) (182) ------- ------- Net increase in cash and cash equivalents 137 212 Cash and cash equivalents at beginning of period 369 243 ------- ------- Cash and cash equivalents at end of period $ 506 $ 455 ======= ======= See accompanying notes to financial statements. Page 5 of 12 GLENBOROUGH ALL SUITE HOTELS, L.P., A CALIFORNIA LIMITED PARTNERSHIP Notes to Financial Statements March 31, 1995 (Unaudited) Note 1. SIGNIFICANT ACCOUNTING POLICY ------------------------------ In the opinion of Glenborough Realty Corporation, the General Partner, the accompanying unaudited financial statements contain all adjustments (consisting of only normal accruals) necessary to present fairly the financial position of Glenborough All Suite Hotels, L.P., A California Limited Partnership (the "Partnership"), at March 31, 1995 and December 31, 1994, and the related statements of operations, changes in partners' equity (deficit) and cash flows for the three months ended March 31, 1995 and 1994. Certain items in the 1994 financial statements have been reclassified to conform to the 1995 financial statement presentation. Note 2. REFERENCE TO 1994 AUDITED FINANCIAL STATEMENTS ---------------------------------------------- These unaudited financial statements should be read in conjunction with the Notes to Financial Statements included in the 1994 audited financial statements. Note 3. TRANSACTIONS WITH AFFILIATES ---------------------------- In accordance with the limited partnership agreement, the Partnership paid the General Partner and its affiliates compensation for services provided to the Partnership. Glenborough Hotel Group provided services relating to the management and operation of the hotels and was compensated $70,000 and $65,000 for management fees for the three months ended March 31, 1995 and 1994, respectively. In addition, Glenborough Hotel Group was reimbursed for salaries related to the management and operations of the hotels in the amount of $301,000 and $266,000 for the three months ended March 31, 1995 and 1994, respectively. These costs are included in operating costs and expenses on the statements of operations. The Partnership reimburses Glenborough Corporation for general and administrative costs and services including investor relations, office supplies and legal and administrative services. Glenborough Corporation was reimbursed $38,000 and $42,000 for these costs and services for the three months ended March 31, 1995 and 1994, respectively. Note 4. OTHER INFORMATION ----------------- Page 6 of 12 GLENBOROUGH ALL SUITE HOTELS, L.P., A CALIFORNIA LIMITED PARTNERSHIP Notes to Financial Statements March 31, 1995 (Unaudited) The Partnership has been named in a Registration Statement proposing a consolidation by merger of several entities, which has been filed with the Securities and Exchange Commission. In that regard, as of March 31, 1995, the Partnership has advanced $245,000 (included in prepaid expenses and other assets) toward their pro rata share of the transaction costs associated with the consolidation. In the event the proposal is not approved by the Partnership's limited partners, and the consolidation goes forward with any of the other entities, the amounts advanced will be fully reimbursed by an affiliate of the general partners of the Partnership. If the consolidation, itself, does not go forward with any of the other entities, the Partnership will bear a proportion of the transaction costs based upon the number of limited partners who voted for approval of the transaction as compared to those who dissented or abstained. The limited partners are expected to receive their solicitation materials for this potential transaction in 1995. Page 7 of 12 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations LIQUIDITY AND CAPITAL RESOURCES From inception through the quarter ended December 31, 1989, distributions were paid to the limited partners at an 8.5% annualized rate, supported first by warranty payments received from the seller of the Partnership's properties and then from June 1988 through December 1989 by loans provided by the former general partner, the seller of the hotels and an affiliate of Shearson Lehman Brothers Inc. (all of which were subsequently paid off at a discount). For the first three quarters of 1990, distributions were paid at a 6% annualized rate. No distribution was paid in the fourth quarter of 1990 to reserve funds necessary to pay for renovation costs at the Fort Worth property. This resulted in a distribution rate of 4.5% for 1990. Distributions were paid at a rate of 5% in 1991, a rate of 3% in 1992, 1993 and the six months ended June 30, 1994. The distribution made in the third quarter of 1994 was increased to a rate of 3.3% and has remained at that rate since. Based on the projected cash flow of the Partnership, distributions are expected to continue at a rate of 3.3% for the remainder of 1995. With the performance of the Partnership's two hotels and the projected cash flow of the Partnership on budget, the Partnership's $506,000 cash position at March 31, 1995 is believed to be sufficient to cover its $358,000 in total liabilities while maintaining its current distribution rate of 3.3% for the remainder of 1995. Another factor improving the Partnership's liquidity and capital resource position would be an increase in corporate and contract business during the first quarter of 1995. This increased corporate and contract business played a major part in the Partnership's increased the accounts receivable from $91,000 at December 31, 1994 to $130,000 at March 31, 1995. The Partnership has been named in a Registration Statement proposing a consolidation by merger of several entities, which has been filed with the Securities and Exchange Commission. In that regard, as of March 31, 1995, the Partnership has advanced $245,000 (included in prepaid expenses and other assets) toward their pro rata share of the transaction costs associated with the consolidation. In the event the proposal is not approved by the Partnership's limited partners, and the consolidation goes forward with any of the other entities, the amounts advanced will be fully reimbursed by an affiliate of the general partners of the Partnership. If the consolidation, itself, does not go forward with any of the other entities, the Partnership will bear a proportion of the transaction costs based upon the number of limited partners who voted for approval of the transaction as compared to those who dissented or abstained. The limited partners are expected to receive their solicitation materials for this potential transaction in 1995. Page 8 of 12 RESULTS OF OPERATIONS Total revenue increased $116,000 or 8% during the three months ended March 31, 1995 over the three months ended March 31, 1994 due in large part to an increase in rooms revenue. This is a result of a greater role the "Countryline" reservation system has played in the hotels' increased occupancy which generally yield higher average daily room rates. To a lesser extent, the total revenue increase can partially be attributable to telephone upgrades at the Tucson hotel which has enabled the hotel guests to more easily dial direct from their rooms. Total operating costs and expenses increased $129,000 or 13% during the three months ended March 31, 1995 over the same period in 1994. This increase is primarily due in part to increases in variable expenses associated with higher occupancy such as rooms expense, utilities, property management fees, property operation and maintenance, and sales and marketing costs (the "Countryline" reservation system). The overall focus for the remainder of 1995 continues to be the hotels' maintenance of market share by offering a wider variety of options to prospective guests and to maximize rates for all segments wherever possible. ARLINGTON OPERATIONS For the three months ended March 31, 1995, the average occupancy level for the Arlington hotel was 67% and the average daily room rate was $61.12, as compared to the same period in the prior year when the average occupancy was at 55% and the average daily room rate was $55.69. The Arlington hotel market is characterized by distinct seasonal occupancy and rate fluctuations. From May through August, which are peak tourist months, the city's hotel occupancies range from 70% to 90%. During the four peak season months, the Arlington hotel is able to achieve average rates approximately 15% higher than it achieves during the other eight months of the year. Arlington had experienced declining occupancy attributable to the absence of contract and negotiated business and has been concentrating on improving performance in these areas. In 1995, the hotel has begun to benefit from its efforts in attracting contract business. However, the replacement of lost accounts and the retention of existing accounts continue to be challenging in this highly competitive market. Management's focus is now on continuing to further develop corporate business to ensure a solid and dependable base throughout the year. Incentive programs for booking higher rates has proved to be a successful way of earning more revenue without losing occupancy. The hotel has increased the higher-rated preferred market segment. Management believes opportunities also remain in the government and corporate segments. TUCSON OPERATIONS Page 9 of 12 The Tucson hotel continued to achieve strong operating results for the three months ended March 31, 1995. The March 31, 1995 average occupancy and average daily room rate were 91% and $66.28, respectively, while the March 31, 1994 results were 90% and $68.12, respectively. The Tucson hotel market is characterized by distinct seasonal occupancy and rate fluctuations. The area's high season spans from January through mid-April when the resorts and hotels are filled to capacity with high-rated leisure and corporate group travelers from the cold northern U.S. cities who come to Tucson for the mild and pleasant winter weather. The low season, spanning from mid-April to September is characterized by low hotel occupancies and rates because neither leisure nor commercial travelers care to expose themselves to Tucson's relentlessly hot summers. The focus for the remainder of 1995 will be to maintain its current occupancy levels given its peak periods and to maximize rates in all segments wherever possible. Past product improvements have increased the perceived price/value, justifying a rate increase. Page 10 of 12 PART II. OTHER INFORMATION Item 1. Legal Proceedings The Partnership is not a part to, nor any of its assets the subject of any material pending legal proceedings. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits None. (b) Reports on Form 8-K. No reports on Form 8-K were required to be filed by the Partnership in the current quarter. Page 11 of 12 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. GLENBOROUGH ALL SUITE HOTELS L.P., A CALIFORNIA LIMITED PARTNERSHIP By: Glenborough Realty Corporation, a California corporation the Managing General Partner Date: May 10, 1995 By: Andrew Batinovich Senior Vice President, Chief Financial Officer and Director 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. GLENBOROUGH ALL SUITE HOTELS L.P., A CALIFORNIA LIMITED PARTNERSHIP By: Glenborough Realty Corporation, a California corporation the Managing General Partner Date: May 10, 1995 By: /s/ ANDREW BATINOVICH --------------------------------- - Andrew Batinovich Senior Vice President, Chief Financial Officer and Director Page 12 of 12 EX-27 2
5 1000 3-MOS DEC-31-1995 MAR-31-1995 506 0 130 0 0 404 17536 (6847) 11729 358 0 0 0 0 11371 11729 0 1413 0 0 1110 0 0 0 0 303 0 0 0 303 .13 .13
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