UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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(MARK ONE) |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended September 30, 2003 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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for the transition period from to |
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Commission |
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Exact
name of registrant as specified in its charter, state of |
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I.R.S.
Employer |
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333-84334 |
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RFS Partnership, L.P. |
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62-1541639 |
Indicate by check mark whether the Registrant (i) 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 (ii) has been subject to such filing requirements for the past 90 days. ý Yes o No
Indicate by check mark whether RFS Partnership, L.P. is an accelerated filer (as defined in Exchange Act Rule 12b-2). oYes ý No
On August 14, 2003, RFS Partnership, L.P. (the “Operating Partnership”), filed with the Securities and Exchange Commission (the “Commission”) a Certification and Termination of Registration on Form 15 (the “Form 15”), terminating the Operating Partnership’s obligation to file reports with the Commission under the Securities Exchange Act of 1934, as amended (the “Act”). Although the filing of the Form 15 terminates the Operating Partnership’s obligation to file reports under the Act, the Operating Partnership is filing this Quarterly Report on Form 10Q, in accordance with its obligation to do so set forth in that certain Indenture, by and among the Operating Partnership, RFS 2002 Financing, Inc., CNL Rose Acquisition Corp., RFS Leasing VII, Inc. and U.S. Bank, N.A., dated as of February 26, 2002.
INDEX
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PART I. FINANCIAL INFORMATION |
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Item 1. |
Financial Statements |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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2
RFS PARTNERSHIP, L.P.
CONSOLIDATED BALANCE
SHEETS
(in thousands)
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Post-Merger Partnership |
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Pre-Merger Partnership |
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September 30, |
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December 31, |
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ASSETS |
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Investment in hotel properties, net |
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$ |
799,491 |
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$ |
593,289 |
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Real estate held for sale |
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36,796 |
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— |
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Cash and cash equivalents |
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7,267 |
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1,938 |
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Restricted cash |
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10,330 |
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4,383 |
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Accounts receivable |
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7,292 |
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4,698 |
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Deferred expenses, net |
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5,969 |
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8,805 |
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Other assets |
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5,693 |
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3,712 |
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Deferred income taxes, net of $1,328 and $0 valuation allowance at September 30, 2003 and December 31, 2002, respectively |
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26,575 |
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25,830 |
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Total assets |
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$ |
899,413 |
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$ |
642,655 |
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LIABILITIES AND PARTNERS’ CAPITAL |
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Accounts payable and accrued expenses |
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$ |
23,142 |
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$ |
24,202 |
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Borrowings on Line of Credit |
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— |
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6,950 |
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Bridge loan |
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101,000 |
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— |
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Mortgage notes payable |
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160,186 |
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159,279 |
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Senior notes payable |
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81,753 |
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125,000 |
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Total liabilities |
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366,081 |
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315,431 |
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Commitments and contingencies |
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Redeemable limited partnership units at redemption value, 2,459 units at December 31, 2002 |
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— |
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26,702 |
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Partners’ capital: |
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General partnership units, 31,942 units and 28,467 units at September 30, 2003 and December 31, 2002, respectively |
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533,332 |
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300,522 |
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Total partners’ capital |
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533,332 |
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300,522 |
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Total liabilities and partners’ capital |
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$ |
899,413 |
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$ |
642,655 |
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The accompanying notes are an integral part of these consolidated financial statements.
3
RFS PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(in thousands, except per unit data)
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Post- |
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Pre-Merger |
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Pre-Merger |
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July 11
to |
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July 1
to |
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July 1
to |
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Revenue: |
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Rooms |
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$ |
36,732 |
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$ |
3,892 |
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$ |
41,450 |
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Food and beverage |
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3,796 |
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336 |
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4,084 |
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Other operating departments |
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1,355 |
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130 |
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1,577 |
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Lease revenue |
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3,498 |
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138 |
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1,131 |
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Deferred revenue |
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423 |
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— |
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472 |
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Other |
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410 |
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6 |
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73 |
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Total hotel revenue |
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46,214 |
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4,502 |
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48,787 |
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Hotel operating expenses: |
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Rooms |
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7,404 |
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840 |
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8,150 |
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Food and beverage |
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2,812 |
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252 |
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3,107 |
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Other operating departments |
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352 |
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35 |
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479 |
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Undistributed operating expenses: |
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Property operating costs |
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5,432 |
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585 |
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5,521 |
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Property taxes, insurance and other |
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3,012 |
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314 |
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2,841 |
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Franchise costs |
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3,503 |
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394 |
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3,990 |
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Maintenance and repair |
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