<PAGE> 1
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 333-3959-01
FELCOR LODGING LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
DELAWARE 75-2544994
(State or other jurisdiction of (I.R.S. Employer
incorporation or Identification No.)
organization)
545 E. JOHN CARPENTER FREEWAY, SUITE 1300, IRVING, TEXAS 75062
(Address of principal executive offices) (Zip Code)
(972) 444-4900
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
documents and 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 [ ]
- --------------------------------------------------------------------------------
<PAGE> 2
FELCOR LODGING LIMITED PARTNERSHIP
INDEX
<TABLE>
<CAPTION>
PAGE
----
PART I. -- FINANCIAL INFORMATION
<S> <C> <C>
Item 1. FINANCIAL STATEMENTS.............................................................................. 3
FELCOR LODGING LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS - MARCH 31, 1999 (UNAUDITED)
AND DECEMBER 31, 1998..................................................................... 3
CONSOLIDATED STATEMENTS OF OPERATIONS -- FOR THE THREE MONTHS
ENDED MARCH 31, 1999 AND 1998 (UNAUDITED)................................................. 4
CONSOLIDATED STATEMENTS OF CASH FLOWS -- FOR THE THREE MONTHS
ENDED MARCH 31, 1999 AND 1998 (UNAUDITED)................................................. 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS..................................................... 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS............. 14
GENERAL/FIRST QUARTER HIGHLIGHTS............................................................... 14
RESULTS OF OPERATIONS.......................................................................... 15
LIQUIDITY AND CAPITAL RESOURCES................................................................ 19
PART II. -- OTHER INFORMATION
ITEM 5. OTHER INFORMATION................................................................................. 24
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.................................................................. 24
SIGNATURE....................................................................................................... 25
</TABLE>
2
<PAGE> 3
PART I. -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FELCOR LODGING LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
------------ ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Investment in hotels, net of accumulated depreciation of $214,333
in 1999 and $178,072 in 1998 ................................................ $ 4,010,960 $ 3,955,582
Investment in unconsolidated entities .......................................... 138,987 148,065
Cash and cash equivalents ...................................................... 26,644 34,692
Due from Lessees ............................................................... 31,513 18,968
Deferred expenses, net of accumulated amortization of $2,704
in 1999 and $2,096 in 1998 .................................................. 15,982 10,041
Other assets ................................................................... 7,685 8,035
------------ ------------
Total assets ........................................................ $ 4,231,771 $ 4,175,383
============ ============
LIABILITIES AND PARTNERS' CAPITAL
Debt, net of discount of $1,571 in 1999 and $1,628 in 1998 ..................... $ 1,671,191 $ 1,594,734
Distributions payable .......................................................... 42,547 67,262
Accrued expenses and other liabilities ......................................... 68,318 57,312
Minority interest in other partnerships ........................................ 51,911 51,105
------------ ------------
Total liabilities ................................................... 1,833,967 1,770,413
------------ ------------
Commitments and contingencies (Notes 3 and 5)
Redeemable units at redemption value ........................................... 69,296 67,595
Preferred units:
Series A Cumulative Preferred Units, 6,050 units issued and outstanding ... 151,250 151,250
Series B Redeemable Preferred Units, 58 units issued and outstanding ...... 143,750 143,750
Partners' Capital ......................................................... 2,033,508 2,042,375
------------ ------------
Total liabilities and partners' capital ............................. $ 4,231,771 $ 4,175,383
============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
3
<PAGE> 4
FELCOR LODGING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS FOR
THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(UNAUDITED, IN THOUSANDS EXCEPT FOR PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------------
1999 1998
------------ ------------
<S> <C> <C>
Revenues:
Percentage lease revenue ................................................ $ 124,991 $ 56,060
Equity in income from unconsolidated entities ........................... 1,246 1,293
Other revenue ........................................................... 680 175
------------ ------------
Total revenues ................................................. 126,917 57,528
------------ ------------
Expenses:
General and administrative .............................................. 2,244 1,199
Depreciation ............................................................ 36,425 15,887
Taxes, insurance, and other ............................................. 20,953 7,270
Interest expense ........................................................ 28,422 9,731
Minority interest in other partnerships ................................. 806 190
------------ ------------
Total expenses ................................................. 88,850 34,277
------------ ------------
Income before extraordinary charge ........................................ 38,067 23,251
Extraordinary charge from write off of deferred financing fees ............ 556
------------ ------------
Net income ................................................................ 38,067 22,695
Preferred distributions ................................................... 6,184 2,949
------------ ------------
Income applicable to unitholders .......................................... $ 31,883 $ 19,746
============ ============
Per unit data:
Basic:
Net income applicable to unitholders before extraordinary charge ........ $ 0.45 $ 0.51
Extraordinary charge .................................................... (0.01)
------------ ------------
Net income applicable to unitholders .................................... $ 0.45 $ 0.50
============ ============
Weighted average units outstanding ...................................... 70,964 39,519
Diluted:
Income applicable to unitholders before extraordinary charge ............ $ 0.45 $ 0.51
Extraordinary charge .................................................... (0.01)
------------ ------------
Net income applicable to unitholders .................................... $ 0.45 $ 0.50
============ ============
Weighted average units outstanding ...................................... 71,298 39,885
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
4
<PAGE> 5
FELCOR LODGING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(UNAUDITED, IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------------
1999 1998
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income ................................................................. $ 38,067 $ 22,695
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation ..................................................... 36,425 15,887
Amortization of deferred financing fees .......................... 608 628
Accretion of debt ................................................ (262)
Amortization of unearned officers' and directors' compensation ... 173 191
Equity in income from unconsolidated entities .................... (1,246) (1,293)
Extraordinary charge for write off of deferred financing fees .... 556
Minority interest in other partnerships .......................... 806 190
Changes in assets and liabilities:
Due from Lessees ................................................. (12,545) (14,907)
Deferred financing fees .......................................... (6,549) (84)
Other assets ..................................................... 306 (2,898)
Accrued expenses and other liabilities ........................... 5,677 12,212
------------ ------------
Net cash flow provided by operating activities ......... 61,460 33,177
------------ ------------
Cash flows used investing activities:
Acquisition of hotel assets ................................................ (10,802) (26,516)
Acquisition of unconsolidated entities ..................................... (10)
Sale of hotels ............................................................. 9,916
Improvements and additions to hotels ....................................... (81,781) (5,227)
Cash distributions from unconsolidated entities ............................ 10,180 14,510
------------ ------------
Net cash flow used in investing activities ............. (72,487) (17,243)
------------ ------------
Cash flows from financing activities:
Proceeds from borrowings ................................................... 153,000 30,000
Repayment of borrowings .................................................... (79,041) (13,078)
Distributions paid to preferred unitholders ................................ (7,436) (2,949)
Distributions paid to unitholders .......................................... (63,544) (21,717)
------------ ------------
Net cash flow provided by (used in) financing activities 2,979 (7,744)
------------ ------------
Net change in cash and cash equivalents .............................................. (8,048) 8,190
Cash and cash equivalents at beginning of periods .................................... 34,692 17,543
------------ ------------
Cash and cash equivalents at end of periods .......................................... $ 26,644 $ 25,733
============ ============
Supplemental cash flow information --
Interest paid .............................................................. $ 22,347 $ 9,320
============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
5
<PAGE> 6
FELCOR LODGING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND FIRST QUARTER HIGHLIGHTS
FelCor Lodging Limited Partnership and its subsidiaries (the "Company")
at March 31, 1999, owned interests in 189 hotels with nearly 50,000 rooms and
suites (collectively the "Hotels"). The sole general partner of the Company is
FelCor Lodging Trust Incorporated ("FelCor"), one of the nation's largest hotel
real estate investment trusts ("REIT"). At March 31, 1999, FelCor owned a
greater than 95% equity interest in the Company. The Company owns 100% interests
in 165 of the Hotels, a 90% or greater interest in entities owning seven hotels,
a 60% interest in an entity owning two hotels and 50% interests in separate
entities that own 15 hotels.
The Company is the owner of the largest number of Embassy Suites(R),
Crowne Plaza(R), Holiday Inn(R), and independently owned Doubletree(R) branded
hotels in the world. The following table presents the Hotels by brand operated
by each of the Company's Lessees at March 31, 1999:
<TABLE>
<CAPTION>
BRAND DJONT BRISTOL TOTAL
----- ----- ------- -----
<S> <C> <C> <C>
Embassy Suites 59 59
Holiday Inn 47 47
Doubletree and Doubletree Guest Suites(R) 16 16
Crowne Plaza and Crowne Plaza Suites(R) 14 14
Holiday Inn Select(R) 11 11
Sheraton(R)and Sheraton Suites(R) 9 9
Hampton Inn(R) 9 9
Holiday Inn Express(R) 6 6
Fairfield Inn(R) 5 5
Harvey Hotel(R) 4 4
Independents 3 3
Courtyard by Marriott(R) 2 2
Four Points by Sheraton(R) 1 1
Hilton Suites(R) 1 1
Homewood Suites(R) 1 1
Westin(R) 1 1
---- ------ -----
Total Hotels 86 103 189
==== ====== =====
</TABLE>
The Hotels are located in the United States (34 states) and Canada,
with 79 hotels in California, Florida and Texas. The following table provides
information regarding the net acquisition of hotels through March 31, 1999:
<TABLE>
<CAPTION>
NET HOTELS
ACQUIRED/
(DISPOSED)
----------
<S> <C>
1994 7
1995 13
1996 23
1997 30
1998 120
FIRST QUARTER 1999 (4)
-----
189
=====
</TABLE>
6
<PAGE> 7
FELCOR LODGING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND FIRST QUARTER HIGHLIGHTS -- (CONTINUED)
At March 31, 1999 the Company leased 86 of the Hotels to DJONT
Operations, L.L.C., a Delaware limited liability company, or a consolidated
subsidiary thereof (collectively "DJONT"), 102 of the Hotels to Bristol Hotels &
Resorts or a consolidated subsidiary thereof ("Bristol" and, together with
DJONT, the "Lessees"). One hotel, managed by Bristol, was not leased.
Thomas J. Corcoran, Jr., the President, Chief Executive Officer, and a
Director of FelCor, and Hervey A. Feldman, Chairman Emeritus of FelCor,
beneficially own a 50% voting common equity interest in DJONT. The remaining 50%
nonvoting common equity interest is beneficially owned by the children of
Charles N. Mathewson, a director of FelCor and major initial investor in the
Company. DJONT has entered into management agreements pursuant to which 73 of
the Hotels leased by it are managed by subsidiaries of Promus Hotel Corporation
("Promus"), ten are managed by subsidiaries of Starwood Hotels & Resorts
Worldwide, Inc. ("Starwood"), and three are managed by two independent
management companies.
Bristol leases and manages 102 Hotels and manages one hotel which
operated without a lease. Bristol is one of the largest independent hotel
operating companies in North America and operates the largest number of Bass
Hotels & Resorts-branded hotels in the world.
A brief discussion of the first quarter 1999 highlights follows:
o Completed renovations at six hotels at a total project cost of $23.8
million.
o Twenty-four additional hotels undergoing renovation.
o Capital expenditures to the Hotel portfolio per the Company's
renovation and redevelopment program totaled $73 million in addition to
$9 million of routine capital replacements and improvements.
o Four of the hotels acquired in the merger with Bristol Hotel Company in
1998 (the "Bristol Merger") were sold during the quarter - two in
Colorado Springs, Colorado, and one each in Columbia, South Carolina
and Flagstaff, Arizona - for an aggregate sales price of $10.5 million
($9.9 million net proceeds). One additional hotel was sold in April
1999 for $2.1 million and the Company has a pending sales contract on
one hotel for $3.3 million which is expected to close within the next
couple of months. One additional hotel acquired in the Bristol Merger
is being actively offered for sale. No significant gain or loss
occurred or is expected to occur with respect to the sale of these
hotels.
Certain reclassifications have been made to prior period financial
information to conform to the current periods presentation with no effect to
previously reported net income or shareholder's equity.
These unaudited financial statements have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission ("SEC") and
should be read in conjunction with the financial statements and notes thereto of
the Company and DJONT included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1998 (the "10-K"). The notes to the financial
statements included herein highlight significant changes to the notes included
in the 10-K and present interim disclosures required by the SEC. The financial
statements for the three months ended March 31, 1999 and 1998 are unaudited;
however, in the opinion of management, all adjustments (which include only
normal recurring accruals) have been made which are considered necessary to
present fairly the operating results and financial position of the Company for
the unaudited periods.
7
<PAGE> 8
FELCOR LODGING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. INVESTMENT IN UNCONSOLIDATED ENTITIES
At March 31, 1999, the Company owned 50% interests in separate entities
owning 15 hotels, a parcel of undeveloped land, and a condominium management
company. The Company also owned a 97% nonvoting interest in an entity that is
developing condominiums for sale and owns a recently completed hotel annex. The
Company is accounting for its investments in these unconsolidated entities under
the equity method.
Summarized combined financial information for 100% of these
unconsolidated entities is as follows (in thousands):
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
---------- ------------
<S> <C> <C>
Balance sheet information:
Investment in hotels, net of accumulated depreciation......................... $ 267,734 $ 269,881
Non-recourse mortgage debt.................................................... $ 191,664 $ 176,755
Equity........................................................................ $ 95,980 $ 105,347
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------------
1999 1998
------------ ------------
<S> <C> <C>
Statements of operations information:
Percentage lease revenue .......................................................... $ 12,571 $ 12,347
Other income ...................................................................... 1,589 160
------------ ------------
Total revenue ............................................................ 14,160 12,507
------------ ------------
Expenses:
Depreciation ................................................................. 4,879 4,263
Taxes, insurance, and other .................................................. 2,342 1,567
Interest expense ............................................................. 3,219 3,259
------------ ------------
Total expenses ........................................................... 10,440 9,089
------------ ------------
Net income ........................................................................ $ 3,720 $ 3,418
============ ============
Net income attributable to the Company ............................................ $ 1,781 $ 1,709
Amortization of cost in excess of book value ...................................... (535) (416)
------------ ------------
Equity in income from unconsolidated entities ..................................... $ 1,246 $ 1,293
============ ============
</TABLE>
3. DEBT
On March 4, 1999 the Company completed a $63 million first mortgage
term loan ("Mortgage Loan"). The Mortgage Loan is collateralized by three
hotels, bears interest at 200 basis points over LIBOR (30 day LIBOR at March 31,
1999, was 4.94%), matures in February 2003 and amortizes over 25 years. The
proceeds from this loan were used to pay off a $44 million mortgage loan due
December 2002 and to acquire ownership of land previously held under ground
lease.
8
<PAGE> 9
FELCOR LODGING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. DEBT -- (CONTINUED)
Debt at March 31, 1999 and December 31, 1998 consists of the following
(in thousands): (see "Subsequent Events" Note 8)
<TABLE>
<CAPTION>
OUTSTANDING BALANCE
-------------------
INTEREST RATE MATURITY DATE MARCH 31, 1999 DECEMBER 31, 1998
------------- ------------- -------------- -----------------
<S> <C> <C> <C> <C>
FLOATING RATE DEBT:
Line of Credit LIBOR + 150bp June 2001 $ 480,000 $ 411,000
Term Loan LIBOR + 150bp December 1999 250,000 250,000
Mortgage debt LIBOR + 200bp February 2003 63,000
Other Up to LIBOR + 150bp Various 25,650 34,750
------------ ------------
Total floating rate debt 818,650 695,750
------------ ------------
FIXED RATE DEBT:
Line of credit - swapped 7.24% June 2001 325,000 325,000
Publicly-traded term notes 7.38% October 2004 174,279 174,249
Publicly-traded term notes 7.63% October 2007 124,150 124,122
Mortgage debt 7.24% November 2007 144,212 145,062
Mortgage debt 6.97% December 2002 43,836
Other 6.96% - 7.23% 2000 - 2005 84,900 86,715
------------ ------------
Total fixed rate debt 852,541 898,984
------------ ------------
Total debt $ 1,671,191 $ 1,594,734
============ ============
</TABLE>
A portion of the Company's Line of Credit is matched with interest rate
swap agreements which effectively convert the variable rate on the Line of
Credit to a fixed rate.
The Line of Credit and the Term Loan contain various affirmative and
negative covenants including limitations on total indebtedness, total secured
indebtedness, and cash distributions, as well as the obligation to maintain
certain minimum tangible net worth and certain minimum interest and debt service
coverage ratios. At March 31, 1999, the Company was in compliance with all such
covenants.
The Company's other borrowings contain affirmative and negative
covenants that are generally equal to or less restrictive than the Line of
Credit and Term Loan. Most of the collateralized borrowings are nonrecourse to
the Company (with certain exceptions) and contain provisions allowing for the
substitution of collateral upon satisfaction of certain conditions. Most of the
collateralized borrowings are prepayable; however they are subject to various
prepayment penalties, yield maintenance, or defeasance obligations.
9
<PAGE> 10
FELCOR LODGING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. TAXES, INSURANCE, AND OTHER
Taxes, insurance, and other is comprised of the following for the three
months ended March 31, 1999 and 1998 (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------------------
1999 1998
----------- -----------
<S> <C> <C>
Real estate and personal property taxes............................................ $ 14,636 $ 6,566
Property insurance................................................................. 853 252
Land lease expense................................................................. 4,006 227
State franchise taxes.............................................................. 1,074 225
Other.............................................................................. 384
----------- -----------
Total taxes, insurance, and other......................................... $ 20,953 $ 7,270
=========== ===========
</TABLE>
5. COMMITMENTS AND RELATED PARTY TRANSACTIONS
The Company is to receive rental income from the Lessees under the
Percentage Leases which expire in 2002 (six hotels), 2003 (four hotels), 2004
(12 hotels), 2005 (19 hotels), 2006 (26 hotels), 2007 (37 hotels), 2008 (54
hotels), and thereafter (16 hotels). The rental income under the Percentage
Leases between 14 of the unconsolidated entities, of which the Company owns 50%,
is payable by the Lessee to the respective entities and is not included in the
following schedule of future lease commitments to the Company. Minimum future
rental income (i.e., base rents) payable to the Company under these
noncancellable operating leases at March 31, 1999 is as follows (in thousands):
<TABLE>
<CAPTION>
DJONT BRISTOL TOTAL
----------- ------------ ------------
<S> <C> <C> <C>
Remainder of 1999.................................... $ 104,392 $ 117,108 $ 221,500
2000................................................. 140,749 180,626 321,375
2001................................................. 144,123 180,647 324,770
2002................................................. 144,480 180,620 325,100
2003................................................. 130,445 177,873 308,318
2004 and thereafter.................................. 519,383 822,832 1,342,215
----------- ------------ ------------
$ 1,183,572 $ 1,659,706 $ 2,843,278
=========== ============ ============
</TABLE>
Certain entities owning interests in DJONT and managers for certain
hotels have agreed to make loans to DJONT of up to an aggregate of approximately
$17.3 million to the extent necessary to enable DJONT to pay rent and other
obligations due under the respective Percentage Leases relating to a total of 34
of the Hotels. No loans were outstanding under such agreements at March 31,
1999.
DJONT engages third-party managers to operate the Hotels leased by it
and generally pays such managers a base management fee based on a percentage of
room and suite revenue and an incentive management fee based on DJONT's income
before overhead expenses for each hotel. In certain instances, the hotel
managers have subordinated fees and committed to make subordinated loans to
DJONT, if needed, to meet its rental and other obligations under the Percentage
Leases.
Bristol serves as both the lessee and manager of 102 Hotels leased to
it by the Company at March 31, 1999 and, as such, is compensated for both roles
through the profitability of the Hotels, after meeting their operating expenses
and rental obligations under the Percentage Leases.
10
<PAGE> 11
FELCOR LODGING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. COMMITMENTS AND RELATED PARTY TRANSACTIONS -- (CONTINUED)
Bristol has entered into an absolute and unconditional guarantee of the
obligations of the Bristol Lessees under the Percentage Leases. As an additional
credit enhancement, the Bristol Lessees obtained a letter of credit (the "Letter
of Credit") issued by Bankers Trust Company for the benefit of the Company in
the original amount of $20 million that is required to be maintained until July
27, 1999. This Letter of Credit is subject to periodic reductions upon
satisfaction of certain conditions and at March 31, 1999, was in the amount of
$15.9 million. According to Bristol's financial statements filed with the SEC,
for the three months ended March 31, 1999, Bristol earned $1.1 million of net
income and at March 31, 1999, had stockholders' equity of $36.6 million.
The Company has a Renovation and Redevelopment Program for the Hotels
and presently expects approximately $160 million to be invested during 1999
under this program, which may be funded from cash on hand or borrowings under
its Line of Credit. Through the three months ending March 31, 1999 the Company
has spent approximately $73 million under the Renovation and Redevelopment
program.
Bristol is a public company whose common stock is listed on the New
York Stock Exchange under the symbol BH and that files its financial statements
with the SEC in accordance with the Securities and Exchange Act of 1934.
6. SUPPLEMENTAL CASH FLOW INFORMATION
During the first three months of 1999, the Company purchased the land
related to three hotels which were previously leased under long term land leases
for an aggregate purchase price of $19.8 million as follows (in thousands):
<TABLE>
<S> <C>
Assets acquired...................................... $19,776
Debt assumed......................................... (7,800)
Operating Partnership units issued................... (1,174)
-------
Net cash paid by the Company.................... $10,802
=======
</TABLE>
The debt assumed was paid off immediately after the purchase.
7. SEGMENT INFORMATION
The Company has determined that its reportable segments are those that
are consistent with the Company's method of internal reporting, which segments
its business by Lessee. The Company's Lessees at March 31, 1999 were DJONT and
Bristol. Prior to July 28, 1998 (the date of the Bristol Merger) the Company had
only one Lessee, DJONT. Accordingly, segment information is not disclosed for
the three months ended March 31, 1998.
11
<PAGE> 12
FELCOR LODGING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. SEGMENT INFORMATION -- (CONTINUED)
The following table presents information the reportable segments for
the three months ended March 31, 1999 (in thousands):
<TABLE>
<CAPTION>
CORPORATE
SEGMENT NOT ALLOCABLE CONSOLIDATED
DJONT BRISTOL TOTAL TO SEGMENTS TOTAL
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Statement of Operations Information:
Revenues:
Percentage lease revenue.................. $ 73,072 $ 51,919 $ 124,991 $ 124,991
Equity in income from unconsolidated
entities ............................... 960 286 1,246 1,246
Other revenue ............................ 24 433 457 $ 223 680
------------ ------------ ------------ ------------ ------------
Total revenues ................. 74,056 52,638 126,694 223 126,917
------------ ------------ ------------ ------------ ------------
Expenses:
General and administrative ............... 2,244 2,244
Depreciation ............................. 20,090 16,335 36,425 36,425
Taxes, insurance, and other .............. 9,212 11,741 20,953 20,953
Interest expense ......................... 28,422 28,422
Minority interest in other partnerships .. 806 806 806
------------ ------------ ------------ ------------ ------------
Total expenses ................. 30,108 28,076 58,184 30,666 88,850
------------ ------------ ------------ ------------ ------------
Net income ................................. $ 43,948 $ 24,562 $ 68,510 $ (30,443) $ 38,067
============ ============ ============ ============ ============
Funds from operations:
Net income .................................. $ 43,948 $ 24,562 $ 68,510 $ (30,443) $ 38,067
Series B preferred dividends ................ (3,234) (3,234)
Depreciation ................................ 20,090 16,335 36,425 36,425
Depreciation for unconsolidated entities .... 2,404 187 2,591 2,591
------------ ------------ ------------ ------------ ------------
Funds from operations ....................... $ 66,442 $ 41,084 $ 107,526 $ (33,677) $ 73,849
============ ============ ============ ============ ============
Weighted average units outstanding (1) ...... 75,988
</TABLE>
(1) Weighted average units outstanding are computed including dilutive
options and unvested stock grants, and assuming conversion of Series A
Preferred Units to Units.
8. SUBSEQUENT EVENTS
On April 1, 1999, the Company closed a five-year, $375 million term
loan (the "Senior Term Loan"). The Senior Term Loan is collateralized by
FelCor's stock and partnership interests in certain subsidiaries of the Company
and bears interest at 250 basis points over LIBOR (30-day LIBOR at March 31,
1999, was 4.94%). The financial covenants in the Senior Term Loan are consistent
with those in the Company's existing Line of Credit. In connection with this
transaction, the Company's $850 million Line of Credit and existing seven and
10-year publicly-traded term notes were equally and ratably collateralized by
the same collateral securing the Senior Term Loan. Upon the Company achieving
investment grade credit ratings from the applicable rating agencies, the stock
and partnership interest collateral will be released. The proceeds of the Senior
Term Loan were used to immediately pay off the $250 million term loan, which was
to mature on December 31, 1999 and to reduce borrowings under the Company's Line
of Credit.
12
<PAGE> 13
FELCOR LODGING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. SUBSEQUENT EVENTS -- (CONTINUED)
On April 1, 1999, the Company also closed a 10-year, $100 million
mortgage loan (the "April 1999 First Mortgage Term Loan"). The April 1999 First
Mortgage Term Loan is non-recourse (with certain exceptions), is secured by
seven Embassy Suites hotels, carries a fixed rate coupon of 7.54%, matures in
April 2009 and amortizes over 25 years. The proceeds from this loan were used to
reduce outstanding borrowings under the Company's Line of Credit.
On May 13, 1999, the Company closed a 10-year, $75 million mortgage
loan (the "May 1999 First Mortgage Term Loan"). This loan is non-recourse (with
certain exceptions), is collateralized by six Embassy Suites hotels, carries a
fixed rate coupon of 7.55%, matures in May 2009 and amortizes over 25 years. The
proceeds from this loan were used to reduce outstanding borrowings under the
Company's Line of Credit.
The Company presently intends to issue approximately $200 million of
seven year senior notes during the second quarter of 1999, subject to market
conditions. The net proceeds from the sale of such notes, if completed, will be
used to reduce outstanding borrowings under the Company's Line of Credit.
13
<PAGE> 14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
For background information relating to the Company and the definitions
of certain capitalized terms used herein, reference is made to Note 1 of Notes
to Consolidated Financial Statements of FelCor Lodging Limited Partnership
appearing elsewhere herein.
FIRST QUARTER HIGHLIGHTS:
o Revenues increased 121% for the quarter from $57.5 million to $126.9
million.
o Net income applicable to unitholders increased 68% for the quarter from
$19.7 million to $31.9 million.
o Funds From Operations ("FFO") increased 77% from $41.7 million to $73.8
million. FFO per unit increased 3.2% from $0.94 to $0.97 per unit.
o Revenue per available room ("RevPAR") for the Company's comparable hotel
portfolio (128 hotels) increased 2.2% for the quarter. Comparable hotel
RevPAR increases for the quarter by brand are as follows:
<TABLE>
<S> <C>
Doubletree (12 hotels) 6.8%
Embassy Suites (48 hotels) 1.9%
Holiday branded hotels (36 hotels) 3.5%
Sheraton (4 hotels) 3.9%
</TABLE>
Additionally, the nine recently renovated and rebranded Crowne Plaza hotels
(which are not included in the comparable hotel portfolio) produced a 23.3%
average RevPAR increase for the current quarter, over the prior year
quarter. The average daily rate (ADR) at these hotels increased 15.4% for
the current quarter, over the prior year quarter. ADR at the Bristol
non-comparable hotels (34 hotels including the nine Crowne Plaza hotels)
increased 12.6% in the quarter.
o Thirty hotels (19 of which are Bristol operated hotels) were undergoing
renovation, redevelopment, or rebranding during the quarter, resulting in
approximately 157,000 room nights out-of-service, or approximately 3.5% of
available room nights. Included in this number were 18 Holiday Inn or
Holiday Inn Select hotels, six Embassy Suites, three Doubletree, two
Sheraton, and one independent hotel. Two of these hotels were closed during
the quarter for redevelopment; the Allerton Hotel-Chicago, that is expected
to re-open in May 1999 (to be rebranded as a Crowne Plaza), and the Holiday
Inn-Tampa Busch Gardens, re-opened in late February, 1999. On April 1,
1999, two hotels were rebranded, the Dallas (DFW Airport South) hotel to an
Embassy Suites and the Wilmington, Delaware hotel to a Doubletree hotel.
o The Company spent $73 million (out of a planned $160 million during 1999)
on renovations, redevelopment, and rebranding at 30 hotels and $9 million
of additional capital expenditures to maintain the remaining hotels in a
competitive condition. Approximately $20 million of the first quarter 1999
renovation expenditures related to the Allerton Hotel-Chicago.
o Four of the hotels acquired in the merger with Bristol Hotel Company in
1998 were sold during the quarter - two in Colorado Springs, Colorado, and
one each in Columbia, South Carolina and Flagstaff, Arizona - for an
aggregate sales price of $10.5 million. One additional hotel was sold in
April 1999 for $2.1 million and the Company has a pending sales contract on
one hotel for $3.3 million which is expected to close within the next
couple of months. One additional hotel acquired in the Bristol Merger is
being actively offered for sale. No significant gain or loss has occurred
or is expected to occur with respect to the sale of these hotels.
14
<PAGE> 15
o Following the end of the first quarter, the Company has completed a
five-year, $375 million Senior Term Loan, a 10-year, $100 million first
mortgage term loan and a 10-year, $75 million first mortgage term loan. The
proceeds from these loans were used to immediately pay off the Company's
$250 million unsecured term loan, which was to mature on December 31, 1999,
and to reduce outstanding borrowings under its existing $850 million Line
of Credit.
RESULTS OF OPERATIONS
The Company
Three Months Ended March 31, 1999 and 1998
For the three months ended March 31, 1999 and 1998, the Company had
revenues of $126.9 million and $57.5 million, respectively, consisting primarily
of Percentage Lease revenues of $125.0 million and $56.1 million, respectively.
The increase in total revenue is primarily attributable to the Company's
acquisition and subsequent leasing, pursuant to Percentage Leases, of interests
in 114 additional hotels since March 31, 1998 including 103 hotels (net of
hotels subsequently sold) that were acquired through the Bristol Merger on July
28,1998. Additionally, those hotels owned at both March 31, 1999 and 1998
recorded an increase in Percentage Lease revenues of $7.4 million or 13.2%.
The Company generally seeks to acquire hotels that management believes
can achieve increases in room and suite revenue and RevPAR as a result of
renovation, redevelopment and rebranding, or a change in management. However,
during the course of such improvements hotel revenue performance is often
adversely affected by such temporary factors as rooms and suites out of service
and disruptions of hotel operations. (A more detailed discussion of hotel room
and suite revenue is contained in "The Hotels" section of this Management's
Discussion and Analysis of Financial Condition and Results of Operations.)
Total expenses increased $54.6 million in the three months ended March
31, 1999, from $34.3 million to $88.9 million, compared to the same period in
1998. This increase resulted primarily from the additional hotels acquired in
1998. Total expenses as a percentage of total revenue increased to 70% for the
three months ended March 31, 1999, from 60% in the same period of 1998.
The major components of the increase in expenses, as a percentage of
total revenue, are taxes, insurance, and other; and interest expense.
Taxes, insurance, and other increased $13.7 million primarily as a
result of the increased number of hotels owned. As a percentage of total
revenue, taxes, insurance, and other increased from 12.6% to 16.5%. The majority
of the increase, as a percentage of total revenue, is attributed to land leases,
which represents 3.2% of total revenue in 1999 but only 0.4% in 1998. Land
leases as a percentage of total revenue increased because of the greater number
of hotels subject to land leases acquired through the Bristol Merger.
Interest expense increased as a percentage of total revenue to 22.4% in
the three months ended March 31, 1999, from 16.9% in the three months ended
March 31, 1998. This increase in interest expense is attributed to the increased
use of debt to finance acquisitions and renovations and the assumption of debt
related to the more highly leveraged Bristol assets. Debt, as a percentage of
investment in hotel assets at cost, increased from 28% at March 31, 1998 to 38%
at March 31, 1999.
Funds From Operations
The Company and FelCor consider Funds From Operations to be a key
measure of a REIT's performance and should be considered along with, but not as
an alternative to, net income and cash flow as a measure of the Company's and
FelCor's operating performance and liquidity.
The White Paper on Funds From Operations approved by the Board of
Governors of the National Association of Real Estate Investment Trusts
("NAREIT") defines Funds From Operations as net income or loss
15
<PAGE> 16
(computed in accordance with GAAP), excluding gains or losses from debt
restructuring and sales of properties, plus; real estate related depreciation
and amortization and after comparable adjustments for the Company's portion of
these items related to unconsolidated entities and joint ventures. The Company
believes that Funds From Operations is helpful to investors as a measure of the
performance of an equity REIT because, along with cash flow from operating
activities, financing activities and investing activities, it provides investors
with an indication of the ability of the Company to incur and service debt, to
make capital expenditures and to fund other cash needs. The Company computes
Funds From Operations in accordance with standards established by NAREIT which
may not be comparable to Funds From Operations reported by other REITs that do
not define the term in accordance with the current NAREIT definition or that
interpret the current NAREIT definition differently than the Company. Funds From
Operations does not represent cash generated from operating activities
determined by GAAP and should not be considered as an alternative to net income
(determined in accordance with GAAP) as an indication of the Company's financial
performance or to cash flow from operating activities (determined in accordance
with GAAP) as a measure of the Company 's liquidity, nor is it indicative of
funds available to fund the Company's cash needs, including its ability to make
cash distributions. Funds From Operations may include funds that may not be
available for management's discretionary use due to functional requirements to
conserve funds for capital expenditures and property acquisitions, and other
commitments and uncertainties.
The following table details the computation of Funds From Operations
(in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------------
1999 1998
------------ ------------
<S> <C> <C>
Funds From Operations (FFO):
Net income ........................................................... $ 38,067 $ 22,695
Series B redeemable preferred distributions ....................... (3,234)
Extraordinary charge from write off of deferred financing fees .... 556
Depreciation ...................................................... 36,425 15,887
Depreciation for unconsolidated entities .......................... 2,591 2,547
------------ ------------
FFO .................................................................. $ 73,849 $ 41,685
============ ============
Weighted average units outstanding ................................... 75,988 44,575
============ ============
</TABLE>
Included in the FFO previously described is the Company's share of FFO
from its interest in separate entities owning 15 hotels, a condominium
management company and an entity that develops condominiums for sale and owns a
recently completed hotel annex. The FFO contribution from these unconsolidated
entities was derived as follows (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------------
1999 1998
------------ ------------
<S> <C> <C>
Statements of operations information:
Percentage Lease revenue .................................................. $ 12,571 $ 12,347
Depreciation .............................................................. $ 4,879 $ 4,263
Taxes, insurance and other ................................................ $ 2,342 $ 1,567
Interest expense .......................................................... $ 3,219 $ 3,259
Net income ................................................................ $ 3,720 $ 3,418
Percentage of net income attributable to the Company ...................... $ 1,781 $ 1,709
Amortization of cost in excess of book value .............................. (535) (416)
------------ ------------
Equity in income from unconsolidated entities ............................. 1,246 1,293
Depreciation .............................................................. 2,056 2,132
Amortization of cost in excess of book value .............................. 535 416
------------ ------------
FFO from unconsolidated entities .......................................... $ 3,837 $ 3,841
============ ============
</TABLE>
16
<PAGE> 17
The Hotels
Upscale and full service hotels like Embassy Suites, Crowne Plaza,
Holiday Inn, and Holiday Inn Select, Doubletree and Doubletree Guest Suites, and
Sheraton, Sheraton Suites and Westin are expected to account for approximately
97% of Percentage Lease revenue in 1999. The following tables set forth
historical occupancy, ADR and RevPAR at March 31, 1999 and 1998, and the
percentage changes therein between the years presented for the Hotels in which
the Company had an ownership interest at March 31, 1999. This information is
presented regardless of the date of acquisition.
COMPARABLE HOTELS (A)
<TABLE>
<CAPTION>
FIRST QUARTER 1999
--------------------------------------
OCCUPANCY ADR RevPAR
--------- ------------ ------------
<S> <C> <C> <C>
DJONT Comparable Hotels:
Original Hotels (11 hotels) ........................... 71.2% $ 119.10 $ 84.79
CSS Hotels (18 hotels) ................................ 76.0 135.96 103.27
1996 Acquisitions (12 hotels) ......................... 72.0 131.38 94.62
1997 Acquisitions (22 hotels) ......................... 72.1 120.78 87.02
1998 Acquisitions (2 hotels) .......................... 80.7 111.30 89.86
Total DJONT Comparable Hotels (65 hotels) ........ 73.3 126.75 92.92
Total Bristol Comparable Hotels (63 hotels) ................ 65.1 81.90 53.36
Total Comparable Hotels (128 hotels) .............. 69.2% $ 105.76 $ 73.24
</TABLE>
<TABLE>
<CAPTION>
FIRST QUARTER 1998
--------------------------------------
OCCUPANCY ADR RevPAR
--------- ------------ ------------
<S> <C> <C> <C>
DJONT Comparable Hotels:
Original Hotels ....................................... 72.9% $ 116.79 $ 85.12
CSS Hotels ............................................ 74.8 132.94 99.48
1996 Acquisitions ..................................... 72.1 128.56 92.66
1997 Acquisitions ..................................... 71.2 118.86 84.59
1998 Acquisitions ..................................... 77.5 107.12 82.99
Total DJONT Comparable Hotels .................... 72.9 124.22 90.53
Total Bristol Comparable Hotels ............................ 67.0 78.72 52.76
Total Comparable Hotels ........................... 70.0% $ 102.48 $ 71.69
</TABLE>
<TABLE>
<CAPTION>
CHANGE FROM PRIOR PERIOD
1ST QTR. 1999 VS. 1ST QTR. 1998
--------------------------------------
OCCUPANCY ADR RevPAR
--------- ------- ----------
<S> <C> <C> <C>
DJONT Comparable Hotels:
Original Hotels........................................ (1.7)pts. 2.0% (0.4)%
CSS Hotels............................................. 1.1 2.3 3.8
1996 Acquisitions...................................... (0.1) 2.2 2.1
1997 Acquisitions...................................... 0.9 1.6 2.9
1998 Acquisitions...................................... 3.3 3.9 8.3
Total DJONT Comparable Hotels..................... 0.4 2.0 2.6
Total Bristol Comparable Hotels............................. (1.9) 4.0 1.1
Total Comparable Hotels............................ (0.7)pts. 3.2% 2.2%
</TABLE>
(A) DJONT Comparable Hotels excludes 21 hotels undergoing
redevelopment in either the first quarter of 1999 or 1998.
Bristol Comparable Hotels excludes 34 hotels undergoing
redevelopment in either the first quarter of 1999 or 1998,
three individual hotel acquisitions and three hotels targeted
for sale.
17
<PAGE> 18
NON-COMPARABLE HOTELS
<TABLE>
<CAPTION>
FIRST QUARTER 1999
-------------------------------------
OCCUPANCY ADR RevPAR
----------- ------------ -----------
<S> <C> <C> <C>
DJONT Non-comparable Hotels 64.% $ 111.77 $ 71.91
Bristol Non-comparable Hotels (B) 61.8 94.45 58.32
</TABLE>
<TABLE>
<CAPTION>
FIRST QUARTER 1998
-------------------------------------
OCCUPANCY ADR RevPAR
----------- ------------ -----------
<S> <C> <C> <C>
DJONT Non-comparable Hotels 71.% $ 107.64 $ 76.72
Bristol Non-comparable Hotels (B) 65.9 83.90 55.26
</TABLE>
<TABLE>
<CAPTION>
CHANGE FROM PRIOR PERIOD
1ST QTR. 1999 VS. 1ST QTR. 1998
-------------------------------------
OCCUPANCY ADR RevPAR
----------- ------------ -----------
<S> <C> <C> <C>
DJONT Non-comparable Hotels (7.0)pts. 3.8% (6.3)%
Bristol Non-comparable Hotels (B) (4.1) 12.6 5.5
</TABLE>
(B) Excludes three closed hotels under renovation and three hotels
targeted for sale. In aggregate, the three hotels targeted for
sale had a 17.9% decline in RevPAR for the first quarter 1999.
Comparison of The Hotels' Operating Statistics for the Three
Months Ended March 31, 1999 and 1998
Revenue per available room ("RevPAR") for total Comparable hotels
increased 2.2% for the three months ended March 31, 1999 compared to the same
period in 1998. This increase was due to increases in RevPAR by state for hotels
in Florida (increases of 5.5% in RevPAR which represents 16% of comparable room
and suite revenue), and California (increases of 3.8% representing 14% of
comparable room and suite revenue). These increases were offset by RevPAR
decreases in Texas of 2.5% (representing 18% of comparable room and suite
revenue) and Georgia of 0.4% (representing 9% of comparable revenue). These
decreases were principally due to the absorption of new supply.
Bristol non-comparable hotels (34) average daily room rates ("ADR")
increased 12.6% and RevPAR increased 5.5%.
Contributing to these increases were the nine recently renovated and
rebranded Crowne Plaza hotels whose RevPAR increased 23.3% derived from a 15.4%
increase in ADR. These nine hotels are in Philadelphia; Pleasanton, California;
San Francisco Union Square, three in and around Dallas, Houston, Powers Ferry
(Atlanta) and Meadowlands.
RENOVATION, REDEVELOPMENT, AND REBRANDING
The Company spent $73 million on thirty hotels (19 of which are Bristol
operated hotels) undergoing renovation, redevelopment, or rebranding during the
quarter, resulting in approximately 157,000 room nights out-of-service, or
approximately 3.5% of available room nights. This included 18 Holiday Inn or
Holiday Inn Select hotels, six Embassy Suites, three Doubletree, two Sheraton,
and one independent hotel. Included are two hotels, which were closed during the
quarter for redevelopment, the Allerton Hotel-Chicago, expected to re-open in
May 1999 (to be rebranded as a Crowne Plaza) and the Holiday Inn-Tampa Busch
Gardens, re-opened in late February, 1999. In addition, $9 million was spent on
normal capital expenditures to hotels.
18
<PAGE> 19
Included in the thirty hotels undergoing renovation are six hotels
where renovations, totaling $23.8 million were completed and containing
approximately 1,900 rooms, during the quarter as follows:
<TABLE>
<S> <C>
266-room Embassy Suites ($1.8 million) Kansas City, Missouri
140-room Hampton Inn(R)($1.9 million) Marietta, Georgia
167-room Holiday Inn ($2.4 million) Kansas City, Missouri
565-room Holiday Inn ($2.5 million) San Francisco, California
408-room Holiday Inn ($12.0 million) Tampa (Busch Gardens), Florida
395-room Sheraton Gateway ($3.2 million) Atlanta (Airport), Georgia
</TABLE>
The Company expects to spend approximately $160 million for capital
expenditures in which may be funded from cash on hand or borrowings under its
Line of Credit. Through the three months ending March 31, 1999, the Company has
spent approximately $73 million (of the $160 million) under the Renovation and
Redevelopment program.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal source of cash to meet its cash requirements,
including distributions and repayments of indebtedness, is its share of the cash
flow from the Percentage Leases. For the three months ended March 31, 1999, cash
flow provided by operating activities, consisting primarily of Percentage Lease
revenue, was $61.5 million and Funds From Operations was $73.8 million.
The Lessees' obligations under the Percentage Leases are largely
unsecured. The Lessees have limited capital resources, and, accordingly, their
ability to make lease payments under the Percentage Leases is substantially
dependent on the ability of the Lessees to generate sufficient cash flow from
the operation of the Hotels.
During the three months ended March 31, 1999, DJONT realized a net loss
of $2.8 million and at March 31, 1999, had a cumulative shareholders' deficit of
$11.0 million. The shareholders' deficit results primarily from losses incurred
during 1997 and 1996, as a consequence of the one-time costs of converting the
CSS Hotels to the Embassy Suites and Doubletree Guest Suites brands and the
substantial number of room and suite nights lost during those years due to
renovation. It is anticipated that a substantial portion of any future profits
of DJONT will be retained until a positive shareholders' equity is restored. It
is anticipated that DJONT's future earnings will be sufficient to enable it to
continue to make its lease payments under the Percentage Leases.
Certain entities owning interests in DJONT and the managers of certain
hotels have agreed to make loans to DJONT of up to an aggregate of approximately
$17.3 million to the extent necessary to enable DJONT to pay rent and other
obligations when due under the respective Percentage Leases relating to a total
of 34 of the Hotels. No such loans were outstanding under such agreements at
March 31, 1999.
Bristol has entered into an absolute and unconditional guarantee of the
obligations of the Bristol Lessees under the Percentage Leases. As an additional
credit enhancement, the Bristol Lessees obtained a letter of credit (the "Letter
of Credit") issued by Bankers Trust Company for the benefit of the Company in
the original amount of $20 million that is required to be maintained until July
27, 1999. This Letter of Credit is subject to periodic reductions upon
satisfaction of certain conditions and at March 31, 1999, was in the amount of
$15.9 million. According to Bristol's financial statements filed with the SEC,
for the three months ended March 31, 1999, Bristol earned $1.1 million of net
income and at March 31, 1999, had stockholders' equity of $36.6 million.
The Company may acquire additional hotels and may incur indebtedness to
make such acquisitions or to meet distribution requirements imposed on a REIT
under the Internal Revenue Code, to the extent that working capital and cash
flow from the Company's investments are insufficient to make such distributions.
19
<PAGE> 20
On April 1, 1999, the Company closed a five-year, $375 million term
loan (the "Senior Term Loan"). The Senior Term Loan is collateralized by
FelCor's stock and partnership interests in certain subsidiaries of the Company
and bears interest at 250 basis points over LIBOR (30-day LIBOR at March 31,
1999, was 4.94%). The financial covenants in the Senior Term Loan are consistent
with those in the Company's existing Line of Credit. In connection with this
transaction, the Company's $850 million Line of Credit and existing seven and
10-year publicly-traded term notes were equally and ratably secured by the same
collateral securing the Senior Term Loan. Upon the Company achieving investment
grade credit ratings from the applicable rating agencies, the stock and
partnership interest collateral will be released. The proceeds of the Senior
Term Loan were used to immediately pay off the $250 million term loan, which was
to mature on December 31, 1999 and to reduce borrowings under the Company's Line
of Credit.
On April 1, 1999, the Company also closed a 10-year, $100 million
mortgage loan (the "April 1999 First Mortgage Term Loan"). The April 1999 First
Mortgage Term Loan is non-recourse (with certain exceptions), is collateralized
by seven Embassy Suites hotels, carries a fixed rate coupon of 7.54%, matures in
April 2009 and amortizes over 25 years. The proceeds from this loan were used to
reduce outstanding borrowings under Company's Line of Credit.
On May 13, 1999, the Company closed a 10-year, $75 million mortgage
loan (the "May 1999 First Mortgage Term Loan"). This loan is non-recourse (with
certain exceptions), is collateralized by six Embassy Suites hotels, carries a
fixed rate coupon of 7.55%, matures in May 2009 and amortizes over 25 years. The
proceeds from this loan were used to reduce outstanding borrowings under the
Company's Line of Credit.
20
<PAGE> 21
The Company's debt outstanding as of March 31, 1999, both on a
historical and pro forma basis for the previously described transactions,
consists of the following (in thousands):
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
OUTSTANDING OUTSTANDING
INTEREST RATE BALANCE BALANCE MATURITY DATE
------------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
FLOATING RATE DEBT:
Line of Credit LIBOR + 150bp $480,000 $305,000 June 2001
Term Loan LIBOR + 150bp 250,000 - December 1999
Senior Term Loan LIBOR + 250bp - 250,000 March 2004
Mortgage debt LIBOR + 200bp 63,000 63,000 February 2003
Other Up to LIBOR + 150bp 25,650 25,650 Various
---------- -----------
Total Floating Rate Debt 818,650 643,650
---------- -----------
FIXED RATE DEBT:
Line of Credit-swapped 7.24% 325,000 200,000 June 2001
Publicly-traded term notes 7.38% 174,279 174,279 October 2004
Publicly-traded term notes 7.63% 124,150 124,150 October 2007
Mortgage debt 7.24% 144,212 144,212 November 2007
Senior Term Loan-swapped 8.30% - 125,000 March 2004
Mortgage debt 7.54% - 100,000 April 2009
Mortgage debt 7.55% - 75,000 April 2009
Other 6.96%-7.23% 84,900 84,900 2000-2005
---------- -----------
Total Fixed Rate Debt 852,541 1,027,541
---------- -----------
Total Debt $1,671,191 $ 1,671,191
========== ===========
</TABLE>
The Company's future scheduled debt principal payments at March 31,
1999, pro forma for the previously described transactions, are as follows (in
thousands):
<TABLE>
<CAPTION>
YEAR
----
<S> <C>
Remainder of 1999 $ 10,585
2000 31,240
2001 524,330
2002 9,520
2003 91,211
2004 and thereafter 1,005,877
------------
1,672,763
Discount accretion over term (1,572)
------------
$ 1,671,191
============
</TABLE>
The Company presently intends to issue approximately $200 million of
seven year senior notes during the second quarter of 1999, subject to market
conditions. The net proceeds from the sale of such notes, if completed, will be
used to reduce outstanding borrowings under the Company's Line of Credit.
The Line of Credit and the Term Loan contain various affirmative and
negative covenants including limitations on total indebtedness, total secured
indebtedness, and cash distributions, as well as the obligation to maintain
certain minimum tangible net worth and certain minimum interest and debt service
coverage ratios. At March 31, 1999, the Company was in compliance with all such
covenants.
The Company's other borrowings contain affirmative and negative
covenants that are generally equal to or less restrictive than the Line of
Credit and Term Loan. Most of the collateralized borrowings are nonrecourse to
the Company (with certain exceptions) and contain provisions allowing for the
substitution of collateral upon
21
<PAGE> 22
satisfaction of certain conditions. Most of the collateralized borrowings are
prepayable; however they are subject to various prepayment penalties, yield
maintenance, or defeasance obligations.
At March 31, 1999, the Company had $26.6 million of cash and cash
equivalents and had utilized $805 million of the amount available under the Line
of Credit. Significant debt statistics at March 31, 1999, after applying the
previously described financing transactions are as follows:
o Interest coverage ratio of 3.5x
o Total debt to annualized EBITDA of 4.2x
o Borrowing capacity of $345 million under the Line of Credit
o Consolidated debt equal to 38% of investment in hotels at cost
o Fixed interest rate debt comprising 62% of total debt
o Weighted average maturity of fixed interest rate debt of
approximately 6 years
o Mortgage debt to total assets of 11%
o Debt of less than $11 million and $32 million maturing in the
remainder of 1999 and 2000, respectively.
To manage the relative mix of its debt between fixed and variable rate
instruments, the Company has entered into interest rate swap agreements with six
financial institutions. These interest rate swap agreements modify a portion of
the interest characteristics of the Company's outstanding debt under its Line of
Credit without an exchange of the underlying principal amount and effectively
convert variable rate debt to a fixed rate. The fixed rates to be paid, the
effective fixed rate, and the variable rate to be received by the Company at
March 31, 1999, are summarized in the following table:
<TABLE>
<CAPTION>
SWAP RATE
RECEIVED
SWAP RATE EFFECTIVE (VARIABLE) AT SWAP
NOTIONAL AMOUNT PAID (FIXED) FIXED RATE 3/31/99 MATURITY
--------------- ------------ ---------- --------- ---------
<S> <C> <C> <C> <C>
$ 50 million 6.11125% 7.61125% 4.97000% October 1999
$ 25 million 5.95500% 7.45500% 4.97094% November 1999
$ 25 million 5.55800% 7.05800% 4.96344% July 2001
$ 25 million 5.54800% 7.04800% 4.96344% July 2001
$ 75 million 5.55500% 7.05500% 4.96344% July 2001
$ 100 million 5.79600% 7.29600% 4.96344% July 2003
$ 25 million 5.82600% 7.32600% 4.96344% July 2003
-------------
$ 325 million
=============
</TABLE>
The differences to be paid or received by the Company under the terms
of the interest rate swap agreements are accrued as interest rates change and
recognized as an adjustment to interest expense by the Company pursuant to the
terms of its interest rate agreement and will have a corresponding effect on its
future cash flows. Agreements such as these contain a credit risk that the
counterparties may be unable to meet the terms of the agreement. The Company
minimizes that risk by evaluating the creditworthiness of its counterparties,
which are limited to major banks and financial institutions, and it does not
anticipate nonperformance by the counterparties.
To provide for additional financing flexibility, FelCor has
approximately $946 million of common stock, preferred stock, debt securities,
and/or common stock warrants available for offerings under shelf registration
statements previously declared effective.
INFLATION
Operators of hotels, in general, possess the ability to adjust room
rates daily to reflect the effects of inflation. Competitive pressures may,
however, limit the Lessees' ability to raise room rates.
22
<PAGE> 23
SEASONALITY
The Hotels' operations historically have been seasonal in nature,
reflecting higher occupancy rates primarily during the first three quarters of
each year. This seasonality can be expected to cause fluctuations in the
Company's quarterly lease revenue, particularly during the fourth quarter, to
the extent that it receives Percentage Rent. To the extent the cash flow from
operations is insufficient during any quarter, due to temporary or seasonal
fluctuations in lease revenue, the Company expects to utilize cash on hand or
borrowings under the Line of Credit to make distributions to its equity holders.
YEAR 2000
The Year 2000 issue relates to computer programs that were written
using two digit rather than four to define the applicable year. In those
programs the year 2000 may be incorrectly identified as the year 1900, which
could result in a system failure or miscalculations causing a disruption of
operations, including a temporary inability to process transactions, prepare
financial statements, or engage in other normal business activities.
The Company believes that its efforts to identify and resolve the Year
2000 issues will avoid a major disruption of its business. The Company has
assessed its internal computer systems and believe that they will properly
utilize dates beyond December 31, 1999.
The Company and its managers have completed the assessment of both
computer and noninformation technology systems to determine if the Hotels are
Year 2000 compliant. This assessment included embedded systems that operate
elevators, phone systems, energy maintenance systems, security systems, and
other systems. Most of the upgrades to make a hotel Year 2000 compliant had been
anticipated as part of the renovation, redevelopment, and rebranding program
that we generally undertake upon acquisition of a hotel.
The Company has spent approximately $3 million through the first
quarter of 1999 to remediate Year 2000 issues and anticipates spending an
additional $7 million to remediate all Year 2000 issues, which amount is
included in the Company's 1999 capital plans. The majority of the unspent funds
relate to the acquisition and systematic implementation of Year 2000 compliant
computer hardware and software for the hotels.
The Company has requested and received assurances from the managers of
the hotels, the franchisors of the hotels and the lessees, that they have
implemented appropriate steps to insure that they will avoid a major disruption
of business due to Year 2000 issues. However, the Company cannot assure that
such third parties will successfully avoid a disruption due to Year 2000 issues,
and such disruptions could have an adverse effect upon the Company's business,
financial condition or results of operations.
Concurrent with the assessment of the year 2000 issue, the Company and
its hotel managers and Lessees are developing contingency plans intended to
mitigate the possible disruption in business operations that may result from
year 2000 issues, and are developing cost estimates for such plans. Once
developed, contingency plans and related cost estimates will be continually
refined as additional information becomes available.
DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS
Portions of this Quarterly Report on Form 10-Q include forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Although the Company believes that the expectations reflected in such
forward-looking statements are based upon reasonable assumptions, it can give no
assurance that its expectations will be achieved. Important factors that could
cause actual results to differ materially from the Company's current
expectations are disclosed herein and in the Company's other filings under the
1933 Act and 1934 Act (collectively, "Cautionary Disclosures"). The forward
looking statements included herein, and all subsequent written and oral forward
looking statements attributable to the Company or persons acting on its behalf,
are expressly qualified in their entirety by the Cautionary Statements.
23
<PAGE> 24
PART II. -- OTHER INFORMATION
ITEM 5. OTHER INFORMATION.
For information relating to asset acquisitions and certain other
transactions by the Company through March 31, 1999, see Note 1 of Notes to
Consolidated Financial Statements of FelCor Lodging Limited Partnership
contained in Item 1 of Part I of this Quarterly Report on Form 10-Q. Such
information is incorporated herein by reference.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
Exhibit
Number Description
------- -----------
4.2.3 Third Amendment to Indenture dated as of March 30,
1999 by and among FelCor Lodging Limited
Partnership, FelCor Lodging Trust Incorporated, the
Subsidiary Guarantors named therein, who are
signatories thereto and SunTrust Bank, Atlanta
(filed as Exhibit 4.7.3 to FelCor's Form 10-Q for
the quarter ended March 31, 1999 (the "March 1999
10-Q"), and incorporated herein by reference).
10.20 Deed of Trust, Security Agreement, Assignment of
Leases and Rents, Fixture Filing and Financing
Statement, dated March 1, 1999, by FelCor Hotel
Company II, Ltd., as Grantor, to Howard E.
Schreiber, Trustee, in trust for the benefit of
Bankers Trust Company, as Beneficiary (filed as
Exhibit 10.21 to the March 1999 10-Q, and
incorporated herein by reference).
10.21.1 Loan Agreement, dated April 1, 1999, among FelCor
Lodging Trust Incorporated and FelCor Lodging
Limited Partnership as Borrower, and The Lenders
Party Thereto and The Chase Manhattan Bank as
Administrative Agent and Collateral Agent (filed as
Exhibit 10.22.1 to the March 1999 10-Q, and
incorporated herein by reference).
10.21.2 Guaranty, dated April 1, 1999, made by each of the
named Guarantors therein, who are signatories
thereto (filed as Exhibit 10.22.2 to the March 1999
10-Q, and incorporated herein by reference).
10.21.3 Pledge and Security Agreement, dated April 1, 1999,
made by each of the named Pledgors therein, who are
signatories thereto, in favor of The Chase Manhattan
Bank, as Collateral Agent (filed as Exhibit 10.22.3
to the March 1999 10-Q, and incorporated herein by
reference).
10.22 Form of Mortgage, Security Agreement and Fixture
Filing by and between FelCor/CSS Holdings, L.P. as
Mortgagor and The Prudential Insurance Company of
America as Mortgagee (filed as Exhibit 10.23 to the
March 1999 10-Q, and incorporated herein by
reference).
27 Financial Data Schedule.
(b) Reports on Form 8-K:
Registrant did not file any reports on Form 8-K
during the first quarter of 1999.
24
<PAGE> 25
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused the report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: May 17, 1999
FELCOR LODGING LIMITED PARTNERSHIP
By: FelCor Lodging Trust Incorporated
Its General Partner
By: /s/ Randall L. Churchey
-------------------------------------------
Randall L. Churchey
Senior Vice President and Chief Financial
Officer (Chief Financial Officer)
25
<PAGE> 26
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MARCH
31, 1999 10-Q OF FELCOR LODGING LIMITED PARTNERSHIP AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 26,644
<SECURITIES> 0
<RECEIVABLES> 31,513
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 58,157
<PP&E> 4,225,293
<DEPRECIATION> (214,333)
<TOTAL-ASSETS> 4,231,771
<CURRENT-LIABILITIES> 110,865
<BONDS> 1,671,191
0
295,000
<COMMON> 0
<OTHER-SE> 2,102,804
<TOTAL-LIABILITY-AND-EQUITY> 4,231,771
<SALES> 0
<TOTAL-REVENUES> 126,917
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 28,422
<INCOME-PRETAX> 38,067
<INCOME-TAX> 0
<INCOME-CONTINUING> 38,067
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 38,067
<EPS-PRIMARY> 0.45
<EPS-DILUTED> 0.45
</TABLE>
