ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INVESTMENT PROPERTIES:
A description of the hotel properties in which the Partnership has an ownership
interest, together with occupancy and room rate data follows:
Average Average Daily
Occupancy Rate Room Rate
For Quarter Ended For Quarter Ended
March 31, March 31,
Name and Location 1997 1996 1997 1996
Growth Hotel Investors I:
Hampton Inn-Syracuse 43% 44% $59.75 $57.32
East Syracuse, New York
Hampton Inn-Brentwood 66% 76% 68.35 66.24
Nashville, Tennessee
Hampton Inn-Aurora 69% 68% 60.04 59.75
Aurora, Colorado
Hampton Inn-Albuquerque North 67% 55% 54.34 55.78
Albuquerque, New Mexico
Growth Hotel Investors
Combined Fund No. 1:
Hampton Inn-Memphis I40 East 68% 65% 56.26 53.20
Memphis, Tennessee
Hampton Inn-Columbia-West 68% 73% 59.50 58.96
West Columbia, South Carolina
Hampton Inn-Spartanburg 51% 54% 52.00 51.61
Spartanburg, South Carolina
Hampton Inn-Little Rock, North 68% 64% 54.97 51.37
North Little Rock, Arkansas
Hampton Inn-Amarillo 55% 59% 49.12 49.70
Amarillo, Texas
Hampton Inn-Greenville 72% 76% 59.85 $ 57.79
Greenville, South Carolina
Hampton Inn-Charleston-Airport 66% 74% 58.35 53.57
North Charleston, South Carolina
Hampton Inn-Memphis-Poplar 78% 79% 69.34 67.95
Memphis, Tennessee
Hampton Inn-Greensboro 70% 77% 64.49 63.42
Greensboro, North Carolina
Hampton Inn-Birmingham 75% 71% 61.57 60.51
Birmingham, Alabama
Hampton Inn-Atlanta-Roswell 59% 75% 63.34 63.36
Roswell, Georgia
Hampton Inn-Chapel Hill 79% 81% 64.93 60.29
Chapel Hill, North Carolina
Hampton Inn-Dallas-Richardson 73% 78% 59.60 55.60
Richardson, Texas
Hampton Inn-Nashville- 71% 67% 66.65 64.66
Briley Parkway
Nashville, Tennessee
Hampton Inn-San Antonio-Northwest 54% 54% 56.03 55.87
San Antonio, Texas
Hampton Inn-Madison Heights 68% 69% 63.88 57.38
Madison Heights, Michigan
Hampton Inn-Mountain Brook 75% 77% 64.30 60.78
Birmingham, Alabama
Hampton Inn-Northlake 66% 78% 61.63 60.22
Atlanta, Georgia
The Managing General Partner attributes the increase in occupancy at Hampton Inn
- - Albuquerque to a renovation project in the prior year. The decrease in
occupancy at Hampton Inn - Brentwood is attributable to the construction of new
hotels in the area.
The Partnership's net income for the three months ended March 31, 1997, was
approximately $278,000 as compared to $452,000 for the corresponding period of
1996. The decrease in net income is primarily due to a decrease in income from
the Partnership's unconsolidated joint venture and an increase in depreciation
expense. The decrease in income from the Partnership's unconsolidated joint
venture is due to decreases in revenues due to decreases in occupancy at
thirteen of the joint venture's eighteen properties. The decrease in occupancy
at the Hampton Inn - Amarillo, Greensboro, Greenville and Dallas-Richardson
properties is due to the construction of new hotels in the area. The decrease
in occupancy at the Hampton Inn - Atlanta-Roswell and Northlake properties is
due to an increase in hotels in the area and to the loss of the pre-Olympic
guests as a major source of business. The Hampton Inn - Charleston had a
decrease in occupancy due to ongoing renovations that are needed so the hotel
can be more competitive with the new hotels in their market. The decrease in
occupancy at the Hampton Inn - Columbia is due to a new highway bypass that re-
routed traffic away from the hotel. Offsetting these decreases were increases in
occupancy at four of the joint venture's eighteen properties. The increase in
occupancy at the Hampton Inn - Birmingham, Little Rock, and Nashville - Briley
properties is due to renovation projects in the prior year. The increase in
depreciation expense is due to the purchase of assets in 1996 and 1997 related
to renovations at the Partnership's properties. Offsetting the above decreases
to revenue was an increase in interest income and decreases in general and
administrative expenses and interest expense. The increase in interest income
is due to an increase in interest-bearing reserves. The decrease in general and
administrative expenses is due to a decrease in expense reimbursements in 1997.
Increased expense reimbursements in 1996 were attributable to the combined
transition efforts of the Greenville, South Carolina, and Atlanta, Georgia,
administrative offices during the year-end close, preparation of the 1995 10-K
and tax return (including the limited partner K-1s), and transition of asset
management responsibilities to the new administration.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the hotel market environment of its investment properties to
assess the feasibility of increasing rates, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses. As part of
this plan, the Managing General Partner attempts to protect the Partnership from
the burden of inflation-related increases in expenses by increasing rates and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of concessions and room rate reductions
to offset softening market conditions, there is no guarantee that the Managing
General Partner will be able to sustain such a plan.
At March 31, 1997, the Partnership had unrestricted cash of approximately
$4,260,000 as compared to approximately $3,533,000 at March 31, 1996. Net cash
provided by operating activities increased primarily as a result of the decrease
in receivables and other assets due to the timing of receipts from guests and
which was offset by the change in accounts payable and other liabilities due to
the timing of payments. Net cash used in investing activities increased due to
an increase in property improvements and replacements due to the current product
improvement plan. Net cash used in financing activities increased due to the
amortization of debt at the Hampton Inn - Aurora.
The Partnership has no material capital programs scheduled to be performed in
1997, although certain routine capital expenditures and maintenance expenses
have been budgeted. These capital expenditures and maintenance expenses will be
incurred only if cash is available from operations or is received from the
capital reserve account.
As required by the settlement of the class action lawsuit brought in connection
with the tender offer made by Devon Associates (discussed in Item 3 of the
Partnership's Annual Report on Form 10-K, for the period ending December 31,
1996), the Partnership and GHI II, the Partnership's joint venture partner in
the Combined Fund properties, marketed all of their properties for sale. In
this regard, the Partnership and Growth Hotel Investors II ("GHI II"), an
affiliated partnership, retained Bear, Stearns & Co. Inc. to assist in the
marketing of such properties. As of March 14 1997, the Partnership, the
Combined Fund, the joint ventures in which the Partnership has a controlling
interest (collectively the "Sellers"), GHI II, and the joint ventures in which
GHI II has a controlling interest, and Equity Inns Partnership, L.P. (the
"Buyer") entered into certain purchase and sale agreements pursuant to which the
Buyer agreed to purchase from these entities the twenty-two hotels described
herein as well as six additional hotels owned directly or indirectly by GHI II
for an aggregate purchase price of $182 million, subject to adjustment. The
purchase and sale agreements were amended on May 1, 1997, to change the purchase
price to $169,000,000, to extend the study periods listed in various sections of
the agreements, and to provide for reimbursement to the Sellers for up to
$4,000,000 of work in progress or completed. If the sale is consummated at the
above stated price, the Managing General Partner estimates that the Partnership
will receive net proceeds from the sale of approximately $34,478,000. The
closing of these sales, which is anticipated to occur during the second quarter
of 1997, is subject to many conditions including, favorable completion by the
Buyer of its due diligence review and the Partnership and GHI II receiving
consent to the sale from their respective limited partners holding a majority of
the outstanding limited partnership interests in the Partnership and GHI II,
respectively. It is anticipated that a proxy statement further detailing the
transaction will be forwarded to the limited partners shortly. Accordingly,
there can be no assurance that the sale will be consummated with the Buyer or
any other potential buyer.
The Managing General Partner plans to satisfy all existing debt of the
Partnership and liquidate the partnership upon the sale of the investment
properties. If the sale does not consummate as planned, the Managing General
Partner plans to negotiate extensions for those encumbrances which will mature
in 1997.
If the sale of the hotel properties is not consummated, the sufficiency of
existing liquid assets to meet future liquidity and capital expenditure
requirements is directly related to the level of capital expenditures required
at the properties to adequately maintain the physical assets and other operating
needs of the Partnership. The mortgage indebtedness of approximately $5,403,000
includes mortgages with maturity dates in 1997. The mortgage encumbering the
Hampton Inn-Albuquerque total approximately $2,375,000 matured on May 1, 1997.
The Managing General Partner has been successful in extending the mortgage to
August 1, 1997. The mortgages encumbering the Partnership's unconsolidated
joint venture, total approximately $40,022,000 at March 31, 1997. Two of the
mortgages, Hampton Inn-Mountain Brook and Hampton Inn-Northlake, mature on
August 1, 1997. The unconsolidated joint venture's remaining mortgages of
approximately $35,136,000 mature on July 1, 1997. There were no distributions
during the three months ended March 31, 1996 or 1997. Future cash distributions
will depend on the levels of cash generated from operations, property sales and
the availability of cash reserves.
On February 15, 1996, Devon Associates, a New York general partnership,
commenced a tender offer (the "Offer") for up to 15,000 of the outstanding Units
at a purchase price of $705.00 per Unit. Devon Associates acquired 13,396 units
with respect to this offer.
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