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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

(Registrant’s 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

 



Table of Contents

INDEX

 

          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.    Management’s 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

 

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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

 

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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.

 

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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.

 

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Table of Contents

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 partner’s 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.

 

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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.

 

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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