SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the quarterly period ended March 25, 2005.
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 0-25087
HOST MARRIOTT, L.P.
(Exact Name of Registrant as specified in its Charter)
| Delaware | 52-2095412 | |
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
| 6903 Rockledge Drive, Suite 1500, Bethesda, Maryland | 20817 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(240) 744-1000
(Registrants telephone number, including area code)
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, and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act). ¨ Yes x No
| Class |
Units outstanding as of April 15, 2005 | |
| Units of limited partnership interest |
372,063,119 |
| Page No. | ||||
| PART I. FINANCIAL INFORMATION | ||||
| Item 1. | Financial Statements (unaudited): | |||
| Condensed Consolidated Balance Sheets-March 25, 2005 and December 31, 2004 | 3 | |||
| Condensed Consolidated Statements of Operations-Quarter ended March 25, 2005 and March 26, 2004 | 4 | |||
| Condensed Consolidated Statements of Cash Flows-Quarter ended March 25, 2005 and March 26, 2004 | 5 | |||
| Notes to Condensed Consolidated Financial Statements | 7 | |||
| Item 2. | Managements Discussion and Analysis of Results of Operations and Financial Condition | 15 | ||
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 29 | ||
| Item 4. | Controls and Procedures | 29 | ||
| PART II. OTHER INFORMATION AND SIGNATURE | ||||
| Item 2. | Changes in Securities and Use of Proceeds | 30 | ||
| Item 6. | Exhibits | 30 | ||
2
CONDENSED CONSOLIDATED BALANCE SHEETS
March 25, 2005 and December 31, 2004
(unaudited, in millions, except per unit amounts)
| March 25, 2005 |
December 31, 2004 | |||||
| ASSETS |
||||||
| Property and equipment, net |
$ | 7,249 | $ | 7,274 | ||
| Assets held for sale |
| 113 | ||||
| Notes and other receivables |
7 | 7 | ||||
| Due from managers |
88 | 75 | ||||
| Investments in affiliates |
48 | 53 | ||||
| Other |
102 | 157 | ||||
| Deferred financing costs, net |
76 | 70 | ||||
| Furniture, fixtures and equipment replacement fund |
155 | 151 | ||||
| Restricted cash |
319 | 154 | ||||
| Cash and cash equivalents |
589 | 347 | ||||
| Total assets |
$ | 8,633 | $ | 8,401 | ||
| LIABILITIES AND PARTNERS CAPITAL |
||||||
| Debt |
||||||
| Senior notes, including $492 million and $491 million, respectively, net of discount, of Exchangeable Senior Debentures |
$ | 3,244 | $ | 2,890 | ||
| Mortgage debt |
2,028 | 2,043 | ||||
| Convertible debt obligation to Host Marriott |
492 | 492 | ||||
| Other |
97 | 98 | ||||
| Total debt |
5,861 | 5,523 | ||||
| Accounts payable and accrued expenses |
135 | 113 | ||||
| Liabilities associated with assets held for sale |
| 26 | ||||
| Other |
145 | 156 | ||||
| Total liabilities |
6,141 | 5,818 | ||||
| Minority interest |
29 | 86 | ||||
| Limited partnership interests of third parties at redemption value (representing 20.6 million units and 23.5 million units at March 25, 2005 and December 31, 2004, respectively) |
340 | 363 | ||||
| Partners Capital |
||||||
| General partner |
1 | 1 | ||||
| Cumulative redeemable preferred limited partner |
337 | 337 | ||||
| Limited partner |
1,771 | 1,783 | ||||
| Accumulated other comprehensive income |
14 | 13 | ||||
| Total partners capital |
2,123 | 2,134 | ||||
| Total liabilities and partners capital |
$ | 8,633 | $ | 8,401 | ||
See Notes to Condensed Consolidated Statements
3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Quarter Ended March 25, 2005 and March 26, 2004
(unaudited, in millions, except per unit amounts)
| Quarter ended |
||||||||
| March 25, 2005 |
March 26, 2004 |
|||||||
| REVENUES |
||||||||
| Rooms |
$ | 486 | $ | 452 | ||||
| Food and beverage |
251 | 246 | ||||||
| Other |
52 | 50 | ||||||
| Total hotel sales |
789 | 748 | ||||||
| Rental income |
29 | 29 | ||||||
| Total revenues |
818 | 777 | ||||||
| EXPENSES |
||||||||
| Rooms |
119 | 113 | ||||||
| Food and beverage |
186 | 182 | ||||||
| Hotel departmental expenses |
217 | 207 | ||||||
| Management fees |
34 | 31 | ||||||
| Other property-level expenses |
65 | 67 | ||||||
| Depreciation and amortization |
84 | 80 | ||||||
| Corporate and other expenses |
14 | 13 | ||||||
| Total operating costs and expenses |
719 | 693 | ||||||
| OPERATING PROFIT |
99 | 84 | ||||||
| Interest income |
7 | 3 | ||||||
| Interest expense |
(109 | ) | (118 | ) | ||||
| Net gains on property transactions |
3 | 1 | ||||||
| Gain on foreign currency and derivative contracts |
2 | | ||||||
| Minority interest expense |
(4 | ) | (6 | ) | ||||
| Equity in losses of affiliates |
(4 | ) | (5 | ) | ||||
| LOSS BEFORE INCOME TAXES |
(6 | ) | (41 | ) | ||||
| Benefit for income taxes |
| 3 | ||||||
| LOSS FROM CONTINUING OPERATIONS |
(6 | ) | (38 | ) | ||||
| Income from discontinued operations. |
12 | 4 | ||||||
| NET INCOME (LOSS) |
6 | (34 | ) | |||||
| Less: Distributions on preferred units |
(8 | ) | (9 | ) | ||||
| NET LOSS AVAILABLE TO COMMON UNITHOLDERS |
$ | (2 | ) | $ | (43 | ) | ||
| BASIC AND DILUTED LOSS PER COMMON UNIT: |
||||||||
| Continuing operations |
$ | (.04 | ) | $ | (.13 | ) | ||
| Discontinued operations |
.03 | .01 | ||||||
| BASIC AND DILUTED LOSS PER COMMON UNIT |
$ | (.01 | ) | $ | (.12 | ) | ||
See Notes to Condensed Consolidated Statements.
4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Quarter Ended March 25, 2005 and March 26, 2004
(unaudited, in millions)
| Quarter ended |
||||||||
| March 25, 2005 |
March 26, 2004 |
|||||||
| OPERATING ACTIVITIES |
||||||||
| Net income (loss) |
$ | 6 | $ | (34 | ) | |||
| Adjustments to reconcile to cash provided by operations: |
||||||||
| Discontinued operations: |
||||||||
| Gain on dispositions |
(13 | ) | (1 | ) | ||||
| Depreciation |
| 3 | ||||||
| Depreciation and amortization |
84 | 80 | ||||||
| Amortization of deferred financing costs |
4 | 6 | ||||||
| Income taxes |
(2 | ) | (7 | ) | ||||
| Net gains on property transactions |
(1 | ) | (1 | ) | ||||
| Gain on foreign currency and derivative contracts |
2 | | ||||||
| Equity in losses of affiliates |
4 | 5 | ||||||
| Minority interest expense |
4 | 6 | ||||||
| Change in due from managers |
(12 | ) | (17 | ) | ||||
| Changes in other assets |
(9 | ) | (7 | ) | ||||
| Changes in other liabilities |
(19 | ) | 5 | |||||
| Cash provided by operations |
48 | 38 | ||||||
| INVESTING ACTIVITIES |
||||||||
| Proceeds from sale of assets, net |
100 | 95 | ||||||
| Distributions from equity investments |
1 | | ||||||
| Capital expenditures: |
||||||||
| Renewals and replacements |
(48 | ) | (45 | ) | ||||
| Repositionings and other investments |
(14 | ) | (5 | ) | ||||
| Change in furniture, fixtures and equipment replacement fund |
(4 | ) | | |||||
| Other |
(13 | ) | | |||||
| Cash provided by investing activities |
22 | 45 | ||||||
| FINANCING ACTIVITIES |
||||||||
| Issuances of debt |
650 | 490 | ||||||
| Financing costs |
(10 | ) | (6 | ) | ||||
| Debt prepayments |
(280 | ) | (300 | ) | ||||
| Scheduled principal repayments |
(14 | ) | (13 | ) | ||||
| Distributions on preferred units |
(9 | ) | (9 | ) | ||||
| Distributions to minority interests |
| (1 | ) | |||||
| Change in restricted cash |
(165 | ) | (482 | ) | ||||
| Cash provided by (used in) financing activities |
172 | (321 | ) | |||||
| INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
242 | (238 | ) | |||||
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
347 | 764 | ||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD |
$ | 589 | $ | 526 | ||||
See Notes to Condensed Consolidated Statements.
5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Quarter Ended March 25, 2005 and March 26, 2004
(unaudited, in millions)
Supplemental disclosure of noncash investing and financing activities:
During the first quarter of 2005 and 2004, minority partners converted operating partnership units (OP units) valued at $5 million and $7 million, respectively, in exchange for approximately 329,000 shares and 600,000 shares, respectively, of common stock of Host Marriott Corporation.
On January 3, 2005, we exchanged $47 million of preferred units of Vornado Realty Trust, which we had purchased on December 30, 2004, for a minority partners interest in a consolidated partnership.
On January 6, 2005, we sold the Hartford Marriott at Farmington for a purchase price of approximately $25 million, including the assumption of approximately $20 million of mortgage debt by the buyer.
See Notes to Condensed Consolidated Statements.
6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| 1. | Organization |
Host Marriott, L.P., a Delaware limited partnership, or Host LP, operating through an umbrella partnership structure with Host Marriott Corporation, or HMC, as the sole general partner, is primarily the owner of hotel properties. HMC operates as a self-managed and self-administered real estate investment trust, or REIT, with its operations conducted solely through us and our subsidiaries. HMC holds approximately 94% of the partnership interests, or OP units, of Host LP.
| 2. | Summary of Significant Accounting Policies |
We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. generally accepted accounting principles, or GAAP, in the accompanying unaudited condensed consolidated financial statements. We believe the disclosures made are adequate to prevent the information presented from being misleading. However, the unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2004.
In our opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments necessary to present fairly our financial position as of March 25, 2005 and the results of our operations and cash flows for the quarters ended March 25, 2005 and March 26, 2004. Interim results are not necessarily indicative of full-year performance because of the impact of seasonal and short-term variations.
Certain reclassifications have been made to the prior period financial statements to conform to the current presentation.
Revenues
Our results of operations primarily reflect revenues of our hotels, which are recognized when the services are rendered.
Reporting Periods
The results we report in our consolidated statement of operations are based on results reported to us by our hotel managers. These hotel managers use different reporting periods. Marriott International, Inc., the manager of the majority of our properties, uses a fiscal year ending on the Friday closest to December 31 and reports twelve weeks of operations for the first three quarters of the year and sixteen or seventeen weeks for the fourth quarter of the year for its Marriott-managed hotels. In contrast, other managers of our hotels, such as Hyatt, report results on a monthly basis. For results reported by hotel managers using a monthly reporting period (approximately one-fourth of our full-service hotels), the month of operation that ends after our fiscal quarter-end is included in our results of operations in the following fiscal quarter. Accordingly, our results of operations include results from hotel managers reporting results on a monthly basis as follows: first quarter (January, February), second quarter (March to May), third quarter (June to August), and fourth quarter (September to December). We elected to adopt the reporting period used by Marriott International modified so that our fiscal year always ends on December 31. Accordingly, our first three quarters of operations end on the same day as Marriott International but our fourth quarter ends on December 31.
Restricted Cash
Restricted cash includes reserves for debt service, real estate taxes, insurance, certain furniture and fixtures as well as cash collateral and excess cash flow deposits which are the result of mortgage debt agreement restrictions and provisions. As of March 25, 2005, $169 million of the proceeds from the issuance of $650 million 6 3/8% Series N senior notes are included in restricted cash. This amount was held by a trustee and was used to redeem $169 million of our Series B senior notes on April 11, 2005. See Note 10.
7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Furniture, Fixtures and Equipment Replacement Fund
We maintain a furniture, fixtures and equipment replacement fund for renewal and replacement capital expenditures at certain hotels, which is generally funded with approximately 5% of property revenues.
Accounting for Stock-based Compensation
HMC maintains two stock-based employee compensation plans. Prior to 2002, HMC accounted for those plans in accordance with APB Opinion No. 25, Accounting for Stock Issued to Employees. Effective January 1, 2002, HMC adopted the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation, and applied it prospectively to all employee awards granted, modified or settled after January 1, 2002. The following table illustrates the effect on net income (loss) and loss per common unit if the fair value based method had been applied to all of the outstanding and unvested awards in each period.
| Quarter ended |
||||||||
| March 25, 2005 |
March 26, 2004 |
|||||||
| (in millions, except per unit amounts) | ||||||||
| Net income (loss), as reported |
$ | 6 | $ | (34 | ) | |||
| Add: Total stock-based employee compensation expense included in reported net income (loss), net of related tax effects |
4 | 3 | ||||||
| Deduct: Total stock-based employee compensation expense determined under fair value method for all awards, net of related tax effects |
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