<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, 2000
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, 2000 (UNAUDITED)
AND DECEMBER 31, 1999..................................................................... 3
CONSOLIDATED STATEMENTS OF OPERATIONS -- FOR THE THREE MONTHS
ENDED MARCH 31, 2000 AND 1999 (UNAUDITED)................................................. 4
CONSOLIDATED STATEMENTS OF CASH FLOWS -- FOR THE THREE MONTHS
ENDED MARCH 31, 2000 AND 1999 (UNAUDITED)................................................. 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS..................................................... 6
DJONT OPERATIONS, L.L.C.
CONSOLIDATED BALANCE SHEETS - MARCH 31, 2000 (UNAUDITED)
AND DECEMBER 31, 1999..................................................................... 11
CONSOLIDATED STATEMENTS OF OPERATIONS -- FOR THE THREE MONTHS
ENDED MARCH 31, 2000 AND 1999 (UNAUDITED)................................................. 12
CONSOLIDATED STATEMENTS OF CASH FLOWS -- FOR THE THREE MONTHS
ENDED MARCH 31, 2000 AND 1999 (UNAUDITED)................................................. 13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS..................................................... 14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS............. 15
GENERAL/FIRST QUARTER ACTIVITIES............................................................... 15
RESULTS OF OPERATIONS.......................................................................... 16
LIQUIDITY AND CAPITAL RESOURCES................................................................ 20
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK........................................ 24
PART II. -- OTHER INFORMATION
ITEM 5. OTHER INFORMATION................................................................................. 25
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.................................................................. 25
SIGNATURE....................................................................................................... 26
</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,
2000 1999
---------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Investment in hotels, net of accumulated depreciation of $370,886
at March 31, 2000 and $330,555 at December 31, 1999 ......................... $4,018,411 $4,035,344
Investment in unconsolidated entities .......................................... 134,078 136,718
Cash and cash equivalents ...................................................... 50,754 36,123
Due from Lessees ............................................................... 33,540 18,394
Note receivable from unconsolidated entity ..................................... 7,745 7,760
Deferred expenses, net of accumulated amortization of $5,625
at March 31, 2000 and $4,491 at December 31, 1999 ........................... 19,493 15,473
Other assets ................................................................... 8,690 5,939
---------- ----------
Total assets ........................................................ $4,272,711 $4,255,751
========== ==========
LIABILITIES AND PARTNERS' EQUITY
Debt, net of discount of $1,345 at March 31, 2000
and $1,401 at December 31, 1999 ............................................. $1,899,913 $1,833,954
Distributions payable .......................................................... 35,523 39,657
Accrued expenses and other liabilities ......................................... 79,983 65,480
Minority interest in other partnerships ........................................ 52,639 51,671
---------- ----------
Total liabilities ................................................... 2,068,058 1,990,762
---------- ----------
Commitments and contingencies (Notes 3 and 4)
Redeemable units at redemption value ........................................... 135,814 52,338
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 .............................................................. 1,773,839 1,917,651
---------- ----------
Total liabilities and partners' equity .............................. $4,272,711 $4,255,751
========== ==========
</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, 2000 AND 1999
(UNAUDITED, IN THOUSANDS EXCEPT FOR PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------
2000 1999
-------- --------
<S> <C> <C>
Revenues:
Percentage lease revenue ............................ $123,049 $124,991
Equity in income from unconsolidated entities ....... 1,879 1,246
Other revenue ....................................... 1,877 680
-------- --------
Total revenues ............................. 126,805 126,917
-------- --------
Expenses:
Depreciation ........................................ 40,400 36,425
Interest expense .................................... 37,904 28,422
Taxes, insurance, and other ......................... 18,643 16,947
Land leases ......................................... 5,560 4,006
General and administrative .......................... 3,399 2,244
Minority interest in other partnerships ............. 968 806
-------- --------
Total expenses ............................. 106,874 88,850
-------- --------
Net income ............................................ 19,931 38,067
Preferred distributions ............................... 6,184 6,184
-------- --------
Net income applicable to unitholders .................. $ 13,747 $ 31,883
======== ========
Per unit data:
Basic:
Net income applicable to unitholders ................ $ 0.21 $ 0.45
======== ========
Weighted average units outstanding .................. 64,029 70,964
Diluted:
Net income applicable to unitholders ................ $ 0.21 $ 0.45
======== ========
Weighted average units outstanding .................. 64,050 71,299
</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, 2000 AND 1999
(UNAUDITED, IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------------
2000 1999
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income .......................................................................... $ 19,931 $ 38,067
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation .............................................................. 40,400 36,425
Amortization of deferred financing fees ................................... 1,134 608
Accretion of debt ......................................................... (224) (262)
Amortization of unearned officers' and directors' compensation ............ 160 173
Equity in income from unconsolidated entities ............................. (1,879) (1,246)
Minority interest in other partnerships ................................... 968 806
Changes in assets and liabilities:
Due from Lessees .......................................................... (15,146) (12,545)
Deferred financing fees ................................................... (5,154) (6,549)
Other assets .............................................................. (2,820) 306
Deferred rent ............................................................. 8,854
Accrued expenses and other liabilities .................................... 5,981 5,677
--------- ---------
Net cash flow provided by operating activities .................. 52,205 61,460
--------- ---------
Cash flows used in investing activities:
Improvements and additions to hotels ................................................ (23,327) (81,781)
Acquisition of hotel assets ......................................................... (10,802)
Proceeds from sales of hotels ....................................................... 9,916
Cash distributions from unconsolidated entities ..................................... 4,519 10,180
--------- ---------
Net cash flow used in investing activities ...................... (18,808) (72,487)
--------- ---------
Cash flows from financing activities:
Proceeds from borrowings ............................................................ 108,000 153,000
Repayment of borrowings ............................................................. (41,888) (79,041)
Purchase of treasury stock .......................................................... (42,677)
Distributions paid to preferred unitholders ......................................... (6,184) (7,436)
Distributions paid to unitholders ................................................... (36,017) (63,544)
--------- ---------
Net cash flow provided by (used in) financing activities ........ (18,766) 2,979
--------- ---------
Net change in cash and cash equivalents ....................................................... 14,631 (8,048)
Cash and cash equivalents at beginning of periods ............................................. 36,123 34,692
--------- ---------
Cash and cash equivalents at end of periods ................................................... $ 50,754 $ 26,644
========= =========
Supplemental cash flow information--
Interest paid ....................................................................... $ 28,012 $ 22,347
========= =========
</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
FelCor Lodging Limited Partnership and its subsidiaries (the "Company")
at March 31, 2000, owned interests in 188 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, 2000, FelCor owned a
greater than 87% equity interest in the Company. The Company owns 100% of the
interest in 163 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 16 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 provides a schedule of the Hotels, by
brand, operated by each of the Company's Lessees at March 31, 2000:
<TABLE>
<CAPTION>
NOT OPERATED
BRAND DJONT BRISTOL UNDER A LEASE TOTAL
----- ----- ------- ------------- -----
<S> <C> <C> <C> <C>
Embassy Suites 60 60
Holiday Inn 43 1 44
Doubletree and Doubletree Guest Suites(R) 14 14
Crowne Plaza and Crowne Plaza Suites(R) 18 18
Holiday Inn Select(R) 10 10
Sheraton(R)and Sheraton Suites(R) 10 10
Hampton Inn(R) 9 9
Holiday Inn Express(R) 5 5
Fairfield Inn(R) 5 5
Harvey Hotel(R) 4 4
Independents 2 1 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 86 100 2 188
== === === ===
</TABLE>
The Hotels are located in the United States (35 states) and Canada,
with a concentration in California (20 hotels), Florida (18 hotels), Georgia (15
hotels) and Texas (41 hotels).
At March 31, 2000, 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"), and leased 100 of the Hotels to
Bristol Hotels & Resorts, or a consolidated subsidiary thereof ("Bristol" and,
together with DJONT, the "Lessees"). Two Hotels were operated without a lease.
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. At March 31, 2000, DJONT had entered into management agreements
pursuant to which 72 of the Hotels leased by it were managed by subsidiaries of
Hilton Hotels Corporation ("Hilton"), 11 were managed by subsidiaries of
Starwood Hotels & Resorts Worldwide, Inc. ("Starwood") and three were managed by
two unrelated management companies.
6
<PAGE> 7
FELCOR LODGING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION -- (CONTINUED)
Bristol, a subsidiary of Bass plc ("Bass"), at March 31, 2000, leased
and managed 100 Hotels and managed and operated one hotel, in which FelCor owned
a 50% interest, without a lease. Bass is one of the largest hotel operating
companies in the world.
Certain reclassifications have been made to prior period financial
information to conform to the current period's presentation with no effect to
previously reported net income or shareholder's equity.
2. DEFERRED RENT
Effective January 2000, 68 of the Company's 188 hotels' Percentage
Leases were changed to provide for the computation of rent on an annual, rather
than quarterly basis. This should result in no change in annual Percentage Rent
or cash flows. This change requires the deferral of Percentage Lease revenue
until annual thresholds are exceeded, in accordance with Staff Accounting
Bulletin No. 101 (SAB 101). The deferred rent is expected to be fully earned and
recognized as Percentage Lease Revenue by the end of 2000.
3. DEBT
Debt at March 31, 2000, and December 31, 1999, consisted of the
following (in thousands):
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
COLLATERAL INTEREST RATE MATURITY DATE 2000 1999
---------- ------------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
FLOATING RATE DEBT:
Line of credit (a) LIBOR + 163bp June 2001 $ 594,000 $ 351,000
Senior term loan (a) LIBOR + 250bp March 2004 250,000 250,000
Mortgage debt 3 hotels LIBOR + 200bp February 2003 62,403 62,553
Other Uncollateralized Up to LIBOR + 200bp Various 46,033 32,282
----------- -----------
Total floating rate debt 952,436 695,835
----------- -----------
FIXED RATE DEBT:
Line of credit - swapped (a) 7.17 - 7.56% March 2000- 2001 125,000 313,000
Publicly-traded term notes (a) 7.38% October 2004 174,409 174,377
Publicly-traded term notes (a) 7.63% October 2007 124,246 124,221
Mortgage debt 15 hotels 7.24% November 2022 141,946 142,542
Senior term loan - swapped (a) 8.30% March 2000-2004 125,000 125,000
Mortgage debt 7 hotels 7.54% April 2009 98,718 99,075
Mortgage debt 6 hotels 7.55% June 2009 74,217 74,483
Other 13 hotels 6.96% - 7.23% 2000 - 2005 83,941 85,421
----------- -----------
Total fixed rate debt 947,477 1,138,119
----------- -----------
Total debt $ 1,899,913 $ 1,833,954
=========== ===========
</TABLE>
(a) Collateralized by stock and partnership interests in certain
subsidiaries of FelCor.
Thirty-day LIBOR at March 31, 2000, was 6.13%.
A portion of the Company's Line of Credit and Senior Term Loan is
matched with interest rate swap agreements which effectively convert the
variable rate on the Line of Credit and Senior Term Loan to a fixed rate.
7
<PAGE> 8
FELCOR LODGING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. DEBT -- (CONTINUED)
The Line of Credit and the Senior 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, 2000, 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 Senior Term Loan. Most of the mortgage debt is non-recourse to the
Company (with certain exceptions) and contains provisions allowing for the
substitution of collateral upon satisfaction of certain conditions. Most of the
mortgage debt is prepayable; subject, however, to various prepayment penalties,
yield maintenance, or defeasance obligations.
On March 20, 2000, the Company borrowed $15 million under a bridge
loan which was subsequently repaid in April 2000. This loan carried interest at
LIBOR plus 187.5 basis points and was unsecured. The proceeds were used to fund
the stock repurchase program until the permanent mortgage financing was
finalized in April 2000.
4. COMMITMENTS AND RELATED PARTY TRANSACTIONS
The Company is to receive rental income from the Lessees under the
Percentage Leases, which expire in 2002 (five hotels), 2003 (three hotels), 2004
(12 hotels), 2005 (19 hotels), 2006 (26 hotels), 2007 (37 hotels), 2008 (54
hotels), and thereafter (15 hotels). The rental income under the Percentage
Leases between 15 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
schedule of future lease commitments to the Company. Minimum future rental
income (i.e., base rents) payable to the Company under these noncancelable
operating leases at March 31, 2000, is as follows (in thousands):
<TABLE>
<CAPTION>
LESSEES
------------------------
DJONT BRISTOL TOTAL
---------- ---------- ----------
<S> <C> <C> <C>
YEAR
Remainder of 2000 ............ $ 110,889 $ 136,111 $ 247,000
2001 ......................... 151,159 181,481 332,640
2002 ......................... 151,389 181,492 332,881
2003 ......................... 137,765 178,701 316,466
2004 ......................... 134,167 171,209 305,376
2005 and thereafter .......... 410,240 836,305 1,246,545
---------- ---------- ----------
$1,095,609 $1,685,299 $2,780,908
========== ========== ==========
</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 38
of the Hotels. No such loans were outstanding at March 31, 2000.
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 are committed to make subordinated loans to
DJONT, if needed, to meet its rental and other obligations under the Percentage
Leases.
8
<PAGE> 9
FELCOR LODGING TRUST INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. COMMITMENTS AND RELATED PARTY TRANSACTIONS -- (CONTINUED)
Bristol serves as both the lessee and manager of 100 Hotels leased to
it by the Company at March 31, 2000, 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.
Bristol has entered into an absolute and unconditional guarantee of the
obligations of the Bristol Lessees under the Percentage Leases, and is required
to maintain a minimum liquid net worth. A portion of this liquid net worth is
being satisfied through a letter of credit for the benefit of the Company. This
letter of credit is subject to periodic reductions upon satisfaction of certain
conditions and, at March 31, 2000, totaled $9.1 million.
5. 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, 2000, were DJONT and
Bristol.
The following tables present information for the reportable segments
for the three months ended March 31, 2000 and 1999 (in thousands) for both DJONT
and Bristol:
<TABLE>
<CAPTION>
CORPORATE
SEGMENT NOT ALLOCABLE CONSOLIDATED
THREE MONTHS ENDED MARCH 31, 2000 DJONT BRISTOL TOTAL TO SEGMENTS TOTAL
- --------------------------------- -------- -------- ------------ ------------- --------
<S> <C> <C> <C> <C> <C>
Total revenues ........................................... $ 68,408 $ 56,520 $124,928 $ 1,877 $126,805
Net income (loss) ........................................ $ 36,699 $ 22,726 $ 59,425 $(39,494) $ 19,931
Funds from operations .................................... $ 63,892 $ 47,262 $111,154 $(42,659) $ 68,495
Weighted average units outstanding (1) ................... 68,740
</TABLE>
<TABLE>
<CAPTION>
CORPORATE
SEGMENT NOT ALLOCABLE CONSOLIDATED
THREE MONTHS ENDED MARCH 31, 1999 DJONT BRISTOL TOTAL TO SEGMENTS TOTAL
- --------------------------------- -------- -------- ------------- ------------ --------
<S> <C> <C> <C> <C> <C>
Total revenues ........................................... $ 74,055 $ 52,638 $126,693 $ 224 $126,917
Net income (loss) ........................................ $ 43,948 $ 24,562 $ 68,510 $(30,443) $ 38,067
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, unvested stock grants, and assuming conversion of Series A
Preferred Units to Units.
6. TREASURY STOCK REPURCHASE PROGRAM
On January 4, 2000, FelCor announced that its Board of Directors had
approved a stock repurchase program, authorizing FelCor to purchase up to an
aggregate of $200 million of its outstanding common shares. During the three
months ended March 31, 2000, FelCor had repurchased approximately 2.4 million
shares for approximately $42.7 million. This has been recorded as a reduction to
Partners' Capital as a result of the redemption of units held by FelCor to fund
the repurchase.
9
<PAGE> 10
FELCOR LODGING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. BASS STOCK CONTRIBUTION
In connection with the efforts of Bass plc to acquire Bristol, a Bass
subsidiary (Bass America, Inc.) contributed 4,713,185 outstanding FelCor common
shares held by it to the Company in exchange for a like number of units on
February 28, 2000. This exchange did not affect the Company's FFO or earnings
per unit, although it results in reducing FelCor's percentage ownership in the
Company from approximately 95% to approximately 88%.
8. CHANGE IN ACCOUNTING ESTIMATE
Included in the first quarter of 2000 was a change in accounting
estimate for 1999 rent incentives. This change in accounting estimate decreased
net income for the three months ended March 31, 2000, by $1.6 million and
decreased basic and diluted net income per unit by $0.03.
9. EARNINGS PER UNIT
The following table sets forth the computation of basic and diluted
earnings per unit for the three months ended March 31, 2000 and 1999 (in
thousands, except per unit data):
<TABLE>
<CAPTION>
2000 1999
------- -------
<S> <C> <C>
Numerator:
Net income applicable to unitholders ................................... $13,747 $31,883
Denominator:
Denominator for basic earnings per unit - weighted average units ....... 64,029 70,964
Effect of diluted securities:
Options ......................................................... 270
Restricted units ................................................ 21 65
------- -------
Denominator for diluted earnings per unit - adjusted
weighted average units and assumed conversions .................. 64,050 71,299
======= =======
Earnings per unit data:
Basic .................................................................. $ 0.21 $ 0.45
Diluted ................................................................ $ 0.21 $ 0.45
</TABLE>
The Series A Preferred Units and most of the options granted are
anti-dilutive and not included in the calculation of diluted earnings per unit.
10. SUBSEQUENT EVENTS
On April 26, 2000, the Company closed a 10-year, $145 million First
Mortgage Term Loan, which is secured by seven Sheraton hotels and carries an
8.73% fixed interest rate. On May 2, 2000, the Company closed $186 million of
10-year, First Mortgage Term Loans which are secured by eight Embassy Suites
hotels and carry an 8.69% fixed interest rate. The loans are non-recourse,
mature in May 2010, and amortize over 25 years. The proceeds of these loans were
used to reduce borrowings under its $850 million Line of Credit.
10
<PAGE> 11
DJONT OPERATIONS, L.L.C.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
---------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Cash and cash equivalents ................................................. $ 33,254 $ 20,127
Accounts receivable, net .................................................. 37,816 28,601
Inventories ............................................................... 4,232 4,260
Prepaid expenses .......................................................... 2,686 1,444
Other assets .............................................................. 4,318 5,791
Investment in real estate, net of accumulated depreciation of $650
in 2000 and $530 in 1999 ............................................... 11,316 11,436
--------- ---------
Total assets .................................................... $ 93,622 $ 71,659
========= =========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Accounts payable, trade ................................................... $ 22,330 $ 12,742
Due to FelCor Lodging Trust Incorporated .................................. 31,923 22,064
Accrued expenses and other liabilities .................................... 39,172 37,121
Minority interest ......................................................... 5,082 5,113
Debt ...................................................................... 7,745 7,761
--------- ---------
Total liabilities ............................................... 106,252 84,801
--------- ---------
Commitments and contingencies (Note 2)
Shareholders' deficit:
Capital ................................................................... 1 1
Accumulated deficit ....................................................... (12,631) (13,143)
--------- ---------
Total shareholders' deficit ..................................... (12,630) (13,142)
--------- ---------
Total liabilities and shareholders' deficit ..................... $ 93,622 $ 71,659
========= =========
</TABLE>
The accompanying notes are an integral part of
these consolidated financial statements.
11
<PAGE> 12
DJONT OPERATIONS, L.L.C.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED, IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------------
2000 1999
--------- ---------
<S> <C> <C>
Revenue:
Room and suite revenue ...................... $ 178,292 $ 167,731
Food and beverage revenue ................... 26,944 21,187
Food and beverage rent ...................... 1,324 1,265
Other revenue ............................... 12,454 14,012
--------- ---------
Total revenues ......................... 219,014 204,195
--------- ---------
Expenses:
Property operating costs .................... 47,318 46,228
General and administrative .................. 16,253 14,946
Advertising and promotion ................... 16,094 13,907
Repair and maintenance ...................... 10,158 9,558
Utilities ................................... 7,189 7,153
Management and incentive fees ............... 5,922 6,393
Franchise fees .............................. 5,189 4,918
Food and beverage expenses .................. 20,318 15,525
Percentage lease expenses ................... 87,349 85,844
Lessee overhead expenses .................... 157 266
Liability insurance ......................... 796 565
Interest expense ............................ 62 216
Depreciation ................................ 120
Minority interest in partnership ............ (31)
Other ....................................... 1,608 1,442
--------- ---------
Total expenses ......................... 218,502 206,961
--------- ---------
Net income (loss) ................................ $ 512 $ (2,766)
========= =========
</TABLE>
The accompanying notes are an integral part of
these consolidated financial statements.
12
<PAGE> 13
DJONT OPERATIONS, L.L.C.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED, IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------
2000 1999
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) ......................................................... $ 512 $ (2,766)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation and amortization ........................................ 120
Minority interest in partnership income .............................. (31)
Changes in assets and liabilities:
Accounts receivable .................................................. (9,215) (11,581)
Inventories .......................................................... 28 209
Prepaid expenses ..................................................... (1,242) (4,006)
Other assets ......................................................... 1,473 281
Due to FelCor Lodging Trust Incorporated ............................. 9,859 11,803
Accounts payable, accrued expenses and other liabilities ............. 11,639 8,454
-------- --------
Net cash flow provided by operating activities .................. 13,143 2,394
-------- --------
Cash flows from financing activities:
Repayment of borrowings ................................................... (16)
-------- --------
Net cash flow used in financing activities ........................... (16)
-------- --------
Net change in cash and cash equivalents ........................................ 13,127 2,394
Cash and cash equivalents at beginning of periods .............................. 20,127 28,538
-------- --------
Cash and cash equivalents at end of periods .................................... $ 33,254 $ 30,932
======== ========
</TABLE>
The accompany notes are an integral part of
these consolidated financial statements.
13
<PAGE> 14
DJONT OPERATIONS, L.L.C.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION
Thomas J. Corcoran, the President, Chief Executive Officer and a
Director of FelCor Lodging Trust Incorporated ("FelCor") and Hervey A. Feldman,
Chairman Emeritus of FelCor, beneficially own a 50% voting common equity
interest in DJONT Operations LLC, a Delaware limited liability company. The
remaining 50% non-voting common equity interest is beneficially owned by the
children of Charles N. Mathewson, a Director and major initial investor of
FelCor.
Eighty-six of the hotels in which FelCor Lodging Limited Partnership
(the "Operating Partnership") had an ownership interest at March 31, 2000 (the
"Hotels"), are leased to DJONT Operations LLC or a consolidated subsidiary
thereof ("DJONT") pursuant to percentage leases ("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 due under the respective Percentage Leases relating to a total of 38
of the Hotels. No loans were outstanding under such agreements at March 31,
2000.
At March 31, 2000, 60 of the Hotels were operated as Embassy Suites(R)
hotels, 14 were operated as Doubletree(R) or Doubletree Guest Suites(R) hotels,
ten were operated as Sheraton(R) or Sheraton Suites(R) hotels, one was operated
as a Westin(R) hotel and one was operated as a Hilton Suites(R) hotel.
Seventy-two of the Hotels were managed by subsidiaries of Hilton Hotels
Corporation ("Hilton"). Hilton is the largest operator of all-suite,
full-service hotels in the United States. Of the remaining Hotels, 11 were
managed by subsidiaries of Starwood Hotels & Resorts Worldwide, Inc.
("Starwood") and three were managed by two unrelated management companies.
2. COMMITMENTS AND RELATED PARTY TRANSACTIONS
DJONT has future lease commitments under the Percentage Leases which
expire in 2002 (5 hotels), 2004 (7 hotels), 2005 (12 hotels), 2006 (18 hotels),
2007 (23 hotels), 2008 (12 hotels), and thereafter (9 hotels). Minimum future
rental payments are computed based on the base rent as defined under the
noncancellable operating leases and are as follows (in thousands):
<TABLE>
<CAPTION>
YEAR AMOUNT
---- ----------
<S> <C>
Remainder of 2000............................................. $ 136,463
2001.......................................................... 183,605
2002.......................................................... 183,836
2003.......................................................... 170,211
2004.......................................................... 166,613
2005 and thereafter........................................... 517,942
----------
$1,358,670
==========
</TABLE>
DJONT has agreed that during the term of the Percentage Leases it will
maintain a ratio of total debt to consolidated net worth (as defined in the
Percentage Leases) of less than or equal to 50%, exclusive of capital leases.
All of the debt recorded in DJONT's balance sheet at March 31, 2000, is held in
the 3% owned consolidated subsidiary and is not considered for this test. In
addition, the Lessee has agreed that it will not pay fees to any affiliate of
the Lessee.
DJONT shares the executive offices and certain employees with FelCor
and FelCor, Inc., and each company bears its share of the costs thereof,
including an allocated portion of the rent, compensation of certain personnel,
office supplies, telephones and depreciation of office furniture, fixtures and
equipment. Such allocation of shared expenses is approved by a majority of
FelCor's independent directors.
14
<PAGE> 15
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 ACTIVITIES:
FINANCIAL PERFORMANCE (AS COMPARED TO FIRST QUARTER 1999):
o Revenues, after adding back deferred rent of $8.9 million,
increased 7% from $126.9 million to $135.7 million
o Net income per unit, after adding back deferred rent of $8.9
million, decreased from $0.45 to $0.36
o Total hotel portfolio (188 hotels) revenue per available
room ("RevPAR") increased 6.0%
o Comparable hotels (149 hotels) RevPAR increased 2.8%
o Non-comparable hotels (39 hotels) RevPAR increased 20.7%
HOTEL RENOVATION, REDEVELOPMENT AND REBRANDING:
o Completed renovations at seven hotels during the quarter
with 13 additional hotels undergoing renovation at the end
of the quarter
o Added 90 rooms to the Doubletree hotel in Wilmington,
Delaware
o Renovation expenditures on the hotel portfolio totaled $14.7
million during the quarter and an additional $9.9 million
was spent on maintenance capital expenditures
o Room nights out-of-service, due to renovation, were less
than 1% during the quarter
CAPITALIZATION:
o During the first quarter 2000, FelCor repurchased a total of
approximately 2.4 million common shares for approximately
$42.7 million.
o On April 26, 2000, the Company closed a 10-year, $145
million First Mortgage Term Loan, which is secured by seven
Sheraton hotels.
o On May 2, 2000, the Company closed $186 million of 10-year,
First Mortgage Term Loans which are secured by eight Embassy
Suites hotels.
15
<PAGE> 16
RESULTS OF OPERATIONS
The Company
Three Months Ended March 31, 2000 and 1999
For the three months ended March 31, 2000 and 1999, the Company had
revenues of $126.8 million and $126.9 million, respectively, consisting
primarily of Percentage Lease revenues of $123 million and $125 million,
respectively. The principle reason for the decline in Percentage Lease revenues
is approximately $8.9 million of deferred rent recorded in 2000 but not in 1999.
Starting in 2000, 68 of the Company's 188 hotels' Percentage Leases
were changed to provide for the computation of rent on an annual, rather than
quarterly basis. This should result in no change in annual Percentage Rent or
cash flows. This change requires the deferral of Percentage Lease revenue until
annual thresholds are exceeded in accordance with Staff Accounting Bulletin No.
101 (SAB 101). The deferred rent is expected to be fully earned and recognized
as Percentage Lease Revenue by the end of 2000. After adding back rent deferred
under SAB 101, Percentage Lease revenues for the three months ended March 31,
2000, increased 5.5% to $131.9 million as compared to the three months ended
March 31, 1999. The reason for this comparative increase is attributed to an
overall increase in RevPAR of 6%. This is more fully discussed under "The
Hotels" section of this "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
Also reducing first quarter 2000 Percentage Rent revenue is a $1.6
charge, which relates to 1999 rent incentives.
Total expenses increased $18 million for the three months ended March
31, 2000, from $88.9 million to $106.9 million, compared to the same period in
1999. Since there was no deferred rent recorded in 1999, for comparison purposes
deferred rent recorded in 2000 has been added back to total revenue for the
computation of expenses as a percent of total revenue. Total expenses as a
percentage of total revenue after adding back deferred rent in 2000, increased
to 78.8% for the three months ended March 31, 2000, from 70.1% in the same
period of 1999.
The major components of the increase in expenses, as a percentage of
total revenue after adding back deferred rent in 2000, are interest expense,
depreciation, and land lease expenses.
Interest expense increased, as a percentage of total revenue, after
adding back deferred rent in 2000, to 27.9% in the three months ended March 31,
2000, from 22.4% in the three months ended March 31, 1999. This increase in
interest expense is attributed to: increased debt, which was used to finance
renovations and to fund $141 million stock repurchased in the third quarter of
1999 and first quarter of 2000; higher average interest rates for debt
refinanced to extend maturities and convert variable rates to fixed; an increase
in the LIBOR rate which affects our variable rate debt; and reduction of
interest capitalized on major renovations and construction from $1.5 million for
the first quarter of 1999 to approximately $200,000 in 2000.
Depreciation increased as a percentage of total revenue, after adding
back deferred rent, to 29.8% in the three months ended March 31, 2000, from
28.7% in the three months ended March 31, 1999. The relative increase in
depreciation expense is primarily attributed to depreciation on $222 million of
asset additions in 1999.
Land leases as a percent of total revenue, after adding back deferred
rent in 2000, increased from 3.2% to 4.1% for the quarters ended March 31, 1999
and 2000, respectively. The increase in land lease expense is primarily
attributed to two hotels that the land lease rent is computed as a percentage of
hotel revenues. These two hotels had larger than average percentage increases in
revenue for the period.
16
<PAGE> 17
Funds From Operations
The Company and FelCor considers 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 (computed in
accordance with GAAP), excluding gains or losses from debt restructuring and
sales of properties, plus real estate related depreciation and amortization,
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 and FelCor 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 except that the
Company adds back rent deferred under SAB 101 to derive FFO. This 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, that interpret the
current NAREIT definition differently than the Company or that do not adjust FFO
for rent deferred under SAB 101. Funds From Operations does not represent cash
generated from operating activities as 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 does it necessarily reflect the 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,
----------------------
2000 1999
-------- --------
<S> <C> <C>
FUNDS FROM OPERATIONS (FFO):
Net income ......................................... $ 19,931 $ 38,067
Deferred rent ................................... 8,854
Series B preferred dividends .................... (3,234) (3,234)
Depreciation .................................... 40,400 36,425
Depreciation for unconsolidated entities ........ 2,544 2,591
-------- --------
FFO ................................................ $ 68,495 $ 73,849
======== ========
Weighted average units outstanding (1) ............. 68,740 75,988
======== ========
</TABLE>
- -------------
(1) Weighted average units outstanding are computed including dilutive
options, unvested stock grants, and assuming conversion of Series
A Preferred Units to Units.
The Hotels
The Company believes that when analyzing the performance of the hotels,
looking at "Comparable Hotels" is the most meaningful. The Company defines
"Comparable Hotels" as those not undergoing renovation, redevelopment or
rebranding in either of the comparison periods. Major renovations generally have
an adverse affect on hotel earnings by taking rooms out of service and
disrupting hotel operations. "Non-comparable Hotels" are those undergoing
renovation, redevelopment or rebranding during either period presented.
17
<PAGE> 18
The following table sets forth historical occupied rooms ("Occupancy"),
average daily rate ("ADR") and RevPAR at March 31, 2000 and 1999, and the
percentage changes therein between the periods presented for the Hotels in which
the Company had an ownership interest at March 31, 2000. This information is
presented regardless of the date of acquisition.
<TABLE>
<CAPTION>
FIRST QUARTER 2000
----------------------------------
OCCUPANCY ADR RevPAR
--------- ------- -------
<S> <C> <C> <C>
DJONT Comparable Hotels 73.6% $126.20 $ 92.83
Bristol Comparable Hotels 67.4% $ 88.21 $ 59.45
Total Comparable Hotels (A) 70.2% $106.10 $ 74.45
DJONT Non-comparable Hotels 69.1% $117.73 $ 81.39
Bristol Non-comparable Hotels 66.0% $ 83.58 $ 55.12
Total Non-comparable Hotels (B) 67.3% $ 98.62 $ 66.39
Total Hotels 69.5% $104.46 $ 72.62
</TABLE>
<TABLE>
<CAPTION>
FIRST QUARTER 1999
----------------------------------
OCCUPANCY ADR RevPAR
--------- ------- -------
<S> <C> <C> <C>
DJONT Comparable Hotel 72.4% $125.08 $ 90.57
Bristol Comparable Hotels 65.9% $ 87.48 $ 57.66
Total Comparable Hotels 68.8% $105.25 $ 72.44
DJONT Non-comparable Hotels 65.5% $113.94 $ 74.58
Bristol Non-comparable Hotels 49.2% $ 82.24 $ 40.43
Total Non-comparable Hotels 56.1% $ 98.01 $ 55.00
Total Hotels 66.0% $103.86 $ 68.51
</TABLE>
<TABLE>
<CAPTION>
CHANGE FROM PRIOR PERIOD
2000 VS. 1999
--------------------------------------------
OCCUPANCY ADR RevPAR
--------- --- ------
<S> <C> <C> <C>
DJONT Comparable Hotels 1.2 pts 0.9% 2.5%
Bristol Comparable Hotels 1.5 pts 0.8% 3.1%
Total Comparable Hotels 1.4 pts 0.8% 2.8%
DJONT Non-comparable Hotels 3.6 pts 3.3% 9.1%
Bristol Non-comparable Hotels 16.8 pts 1.6% 36.3%
Total Non-comparable Hotels 11.2 pts 0.6% 20.7%
Total Hotels 3.5 pts 0.6% 6.0%
</TABLE>
(A) DJONT Comparable Hotels includes 69 hotels and Bristol
Comparable Hotels includes 80 hotels which were not undergoing
renovation, redevelopment, or rebranding in either first
quarter of the 2000 or 1999 periods reported.
(B) DJONT Non-comparable Hotels includes 18 hotels and Bristol
Non-comparable Hotels includes 21 hotels undergoing
redevelopment in either first quarter of the 2000 or 1999
periods reported.
Comparison of The Hotels' Operating Statistics for the Three Months Ended
March 31, 2000 and 1999
For the three months ended March 31, 2000, the Company's Comparable
Hotels' RevPAR increased, compared to the same period in 1999, by 2.8%. The
Comparable Hotels' ADR and Occupancy increased 0.8% and 1.4 percentage points,
respectively. This represents the third consecutive quarter that the Company's
hotels reported both increased ADR and Occupancy.
18
<PAGE> 19
The DJONT Comparable Hotels are predominately Embassy Suites,
Doubletree and Doubletree Guest Suites, and Sheraton hotels. The Bristol
Comparable Hotels are predominately Holiday Inn and Crowne Plaza hotels. The
following table shows the Comparable Hotel RevPAR changes for these five brands
for the three months ended March 31, 2000, compared to 1999:
<TABLE>
<CAPTION>
RevPAR PERCENTAGE OF TOTAL
CHANGE ROOM REVENUE
------ -------------------
<S> <C> <C>
Embassy Suites (50 hotels) 3.4% 42.8%
Holiday -branded (43 hotels) 4.7% 25.1%
Crowne Plaza (13 hotels) 5.6% 11.0%
Doubletree -branded (11 hotels) (2.4)% 5.8%
Sheraton (5 hotels) (0.7)% 4.9%
</TABLE>
The Company attributes much of the improvement in RevPAR to the
renovation program in which the Company has spent approximately $340 million to
renovate and maintain the Hotels. The Company estimates that it is approximately
95% complete on the renovation of its hotel portfolio.
The Company's Comparable Embassy Suites hotels, which constitutes
nearly 43% of the Comparable Hotel room revenues, increased ADR by 1.7% and
Occupancy by 1.2 percentage points over the same three month period in 1999. The
Company believes that the recent Hilton/Promus merger and the addition of the
Hilton HHonors(R) program has had a positive impact on the Embassy Suite
portfolio. Although the Company's Doubletree hotels did not show the benefit
from the Hilton changes in the first quarter, management believes that they will
also benefit.
Bass plc completed its tender offer to purchase the shares of Bristol
Hotels & Resorts in the first quarter of 2000, which will be followed by its
merger with Bristol Hotels & Resorts. Management expects the integration of the
Bristol management team with Bass will continue to be beneficial to the
development and strengthening of the Crowne Plaza and Holiday-branded hotels.
The 13 newly renovated Comparable Crowne Plaza hotels had a RevPAR increase of
5.6% for the quarter, which resulted from a 5.7 point increase in Occupancy
which was somewhat affected by a 2.7% drop in ADR. The 43 Holiday-branded hotels
increased RevPAR by 4.7% for the quarter which resulted from a 1.2 percentage
point increase in Occupancy and a 2.8% increase in ADR.
Nearly 62.4% of the Company's Comparable Hotel room revenues in the
quarter were derived from four states: Texas, California, Florida and Georgia.
Changes in Comparable Hotel RevPAR during the quarter for these states, compared
to the same period in 1999, are illustrated in the following table:
<TABLE>
<CAPTION>
RevPAR PERCENTAGE OF TOTAL
CHANGE ROOM REVENUE
------ -------------------
<S> <C> <C>
Texas (35 hotels) 0.7% 20.0%
California (17 hotels) 10.3% 19.2%
Florida (15 hotels) (2.3)% 15.1%
Georgia (12 hotels) 4.8% 8.1%
</TABLE>
The Comparable Hotels in Texas, which account for approximately 20% of
the Company's Comparable Hotel total room revenue, had the first increase in
comparable RevPAR in the first quarter of 2000 for several quarters. The growth
in new hotels in most major markets in Texas appears to have slowed and
management expects RevPAR growth to continue to stabilize through the remainder
of the year.
The Non-comparable Hotels reported an increase in RevPAR of 20.7% and
were most profoundly affected by the Allerton Crowne Plaza, which was closed for
renovation in the third quarter 1998 and partially reopened in the second
quarter of 1999. The Non-comparable Hotels, excluding the Allerton increased
RevPAR by 16.0%. The Bristol Non-comparable Hotels, excluding the Allerton,
increased RevPAR by 25.2%
19
<PAGE> 20
which was driven by a 14.1 percentage point increase in Occupancy, which is
attributed to the completion of renovations at many of these hotels. The DJONT
Non-comparable Hotels had RevPAR increases for the quarter as compared to the
same period last year of 9.1%.
DJONT
The Three Months Ended March 31, 2000 and 1999
Total revenues increased to $219 million in the first three months of
2000, from $204 million in the first three months of 1999, an increase of 7.4%.
Total revenues consisted primarily of room and suite revenue of $178.3 million
and $167.7 million in the first three months of 2000 and 1999, respectively.
The increase in room and suite revenue resulted from a 1.6 percentage
point increase in Occupancy combined with a 1.3% increase in ADR and the
addition of one hotel to the DJONT portfolio in January of 2000, which
contributed $3.8 million in room and suite revenue.
DJONT's total expenses decreased as a percentage of total revenues from
101.4% in the three months ended March 31, 1999, to 99.8% in the three months
ended March 31, 2000. This is largely due to reductions of Percent Rent as a
percentage of total revenue from 42.1% to 39.9%.
Net income for DJONT for the three months ended March 31, 2000, was
$512,000 compared to a loss of $2.8 million in the same period in 1999.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal source of cash to meet its cash requirements,
including distributions to unitholders and repayments of indebtedness, is its
share of cash flow from the Percentage Leases. For the three months ended March
31, 2000, net cash flow provided by operating activities, consisting primarily
of Percentage Lease revenue, was $52.2 million and Funds From Operations was
$68.5 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.
DJONT recorded net income of $512,000 for the three months ended March
31, 2000, but had a cumulative shareholders' deficit of $12.6 million as a
result of losses in prior years. Consistent with the operating results for the
three months ended March 31, 2000, management anticipates revenue growth at the
DJONT hotels during 2000, but DJONT may record small operating losses for the
year 2000.
Bristol has entered into an absolute and unconditional guarantee of the
obligations of the Bristol Lessees under the Percentage Leases, and is required
to maintain a minimum liquid net worth. A portion of this liquid net worth is
being satisfied through a letter of credit for the benefit of the Company. This
letter of credit is subject to periodic reductions upon satisfaction of certain
conditions and, at March 31, 2000, was in the amount of $9.1 million.
As a result of the recently passed REIT Modernization Act, the Company
is considering acquiring the Percentage Leases from its Lessees. At this time
the Company has not entered into any agreements to acquire the Lessees or their
leasehold interests.
20
<PAGE> 21
The Company may incur indebtedness to make property acquisitions, to
purchase shares of its capital stock, 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 for such
purposes.
FelCor's board of directors has authorized FelCor to repurchase up to
$200 million of its outstanding common shares and the stock repurchases may, at
the discretion of FelCor's management, be made from time to time at prevailing
prices in the open market or through privately negotiated transactions. FelCor
expects to fund the repurchase of stock through redemption of the Company's
units. Beginning in January 2000 through May 1, 2000, FelCor repurchased
approximately 2.7 million shares of its outstanding common stock on the open
market for approximately $48.5 million.
The Line of Credit and the Senior Term Loan contain various affirmative
and negative covenants, including limitations on total indebtedness, total
secured indebtedness, restricted payments (such as stock repurchases 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, 2000, 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 Senior Term Loan. Most of the mortgage debt is nonrecourse to the
Company (with certain exceptions) and contains provisions allowing for the
substitution of collateral upon satisfaction of certain conditions. Most of the
mortgage debt is prepayable, subject, however, to various prepayment penalties,
yield maintenance, or defeasance obligations.
At March 31, 2000, the Company had $50.8 million of cash and cash
equivalents and had utilized $719 million of the $850 million available under
the Line of Credit. Certain significant credit and debt statistics at March 31,
2000, are as follows:
o Interest coverage ratio of 3.1x
o Borrowing capacity of $131 million under the Line of Credit
o Consolidated debt equal to 42% of investment in hotels, at
cost
o Fixed interest rate debt equal to 50% of total debt
o Weighted average maturity of fixed interest rate debt of
approximately seven years
o Mortgage debt to total assets of 9%
o Debt of approximately $53.5 million maturing in 2000
On April 26, 2000, the Company closed a 10-year, $145 million First
Mortgage Term Loan, which is secured by seven Sheraton hotels and carries an
8.73% fixed interest rate. On May 2, 2000, the Company closed $186 million of
10-year, First Mortgage Term Loans which are secured by eight Embassy Suites
hotels and carry an 8.69% fixed interest rate. The loans are non-recourse,
mature in May 2010, and amortize over 25 years. The proceeds of these loans
were used to reduce borrowings under its $850 million Line of Credit. The
following pro forma statistics reflect the $331 million of debt transactions:
o Borrowing capacity of $447 million under the Line of
Credit
o Fixed interest rate debt equal to 67% of total debt
o Weighted average maturity of fixed interest rate debt of
approximately seven years
o Mortgage debt-to-total assets of 19%
o Debt of approximately $41 million maturing in 2000
21
<PAGE> 22
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 and Senior Term Loan 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, 2000, are summarized in the following table:
<TABLE>
<CAPTION>
EFFECTIVE
SWAP RATE
RECEIVED
SWAP RATE EFFECTIVE (VARIABLE) AT SWAP
NOTIONAL AMOUNT PAID (FIXED) FIXED RATE 3/31/00 MATURITY
--------------- ------------ ---------- ------------- ---------
<S> <C> <C> <C> <C>
$ 25 million 5.5575% 7.1825% 7.5375% July 2001
$ 25 million 5.5480% 7.1730% 7.5375% July 2001
$ 75 million 5.5550% 7.1800% 7.5375% July 2001
$100 million 5.7955% 8.2955% 8.4125% July 2003
$ 25 million 5.8260% 8.3260% 8.4125% July 2003
------------
$250 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 in 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,
who are limited to major banks and financial institutions, and does not
anticipate nonperformance by the counterparties.
The Company spent approximately $14.7 million during the quarter on
upgrading, renovating and/or rebranding its Hotels during the three months ended
March 31, 2000. It had completed renovations at five hotels during the quarter,
added 90 rooms to the Doubletree hotel in Wilmington, Delaware and had 11
additional hotels undergoing renovation at the end of the quarter. Room nights
out-of-service, due to renovation, were less than 1% during the quarter. The
Company currently plans to spend approximately $50 million on hotel renovations
during 2000 and expects an insignificant number of room nights to be lost as a
result of such renovations.
Quantitative and Qualitative Disclosures About Market Risk
The Company's primary market risk exposure is to changes in interest
rates on its floating rate debt. The Company manages the risk of increasing
interest rates on its floating rate debt through the use of interest rate swaps,
which effectively convert variable rate debt to a fixed rate, by locking the
interest rates paid. The Company had entered into interest rate swap contracts
relating to debt of $250 million at March 31, 2000.
The following table provides information about the Company's financial
instruments that are sensitive to changes in interest rates, including interest
rate swaps and debt obligations. For debt obligations at March 31, 2000, the
table presents scheduled maturities and weighted average interest rates, by
maturity dates. For interest rate swaps, the table presents notional amounts and
weighted average interest rates, by contractual maturity dates. Weighted average
variable rates are based on implied forward rates in the yield curve as of March
31, 2000. The Fair Value of the Company's fixed rate debt indicates the
estimated principal amount of debt having the same debt service requirements
which could have been borrowed at March 31, 2000 at then current market interest
rates. The Fair Value of the Company's variable to fixed interest rate swaps
indicates the estimated amount that would have been received by the Company had
they been sold at March 31, 2000.
22
<PAGE> 23
EXPECTED MATURITY DATE
(IN THOUSANDS)
<TABLE>
<CAPTION>
REMAINDER
OF
2000 2001 2002 2003 2004 2005 THEREAFTER TOTAL FAIR VALUE
--------- ------- ----- ------ ------- ------ ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
LIABILITIES
Debt:
Fixed rate 7,579 19,900 8,869 30,355 183,716 37,673 409,385 697,477 620,747
Average interest rate 7.83% 9.51% 7.88% 7.57% 7.41% 8.66% 7.57%
Variable rate 45,877 719,711 785 60,413 375,000 650 1,202,436 1,202,436
Average interest rate 4.58% 8.76% 9.38% 9.25% 9.01% 8.16%
INTEREST RATE DERIVATIVES
Interest rate swaps:
Variable to fixed 125,000 125,000 250,000 7,005
Average pay rate 5.72% 5.80%
Average receive rate 6.97% 6.97%
</TABLE>
Swap contracts, such as those described above, contain a credit risk,
in that the counterparties may be unable to fulfill the terms of the agreement.
The Company minimizes that risk by evaluating the creditworthiness of its
counterparties, who are limited to major banks and financial institutions, and
does not anticipate nonperformance by the counterparties.
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.
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 that 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.
23
<PAGE> 24
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
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended, (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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information and disclosures regarding market risks applicable to the
Company is incorporated herein by reference to the discussion under "Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations-Liquidity and Capital Resources" contained elsewhere in this
Quarterly Report on Form 10-Q for the three months ended March 31, 2000.
24
<PAGE> 25
PART II. -- OTHER INFORMATION
ITEM 5. OTHER INFORMATION.
For information relating to certain other transactions by the Company
through March 31, 2000, 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
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 2000.
25
<PAGE> 26
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: May 12, 2000
FELCOR LODGING LIMITED PARTNERSHIP
a Delaware Limited Partnership
By: FelCor Lodging Trust Incorporated
Its General Partner
By: /s/ Lester C. Johnson
-----------------------------------------
Lester C. Johnson
Vice President and Controller
(Principal Financial Officer
and Principal Accounting Officer)
26
<PAGE> 27
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 FELCOR
LODGING LIMITED PARTNERSHIP MARCH 31, 2000 10Q AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FELCOR LODGING LIMITED PARTNERSHIP MARCH 31, 2000 10Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 50,754
<SECURITIES> 0
<RECEIVABLES> 41,285
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 92,039
<PP&E> 4,389,297
<DEPRECIATION> 370,886
<TOTAL-ASSETS> 4,272,711
<CURRENT-LIABILITIES> 115,506
<BONDS> 1,899,913
0
295,000
<COMMON> 0
<OTHER-SE> 1,909,653
<TOTAL-LIABILITY-AND-EQUITY> 4,272,711
<SALES> 0
<TOTAL-REVENUES> 126,805
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 37,904
<INCOME-PRETAX> 19,931
<INCOME-TAX> 0
<INCOME-CONTINUING> 19,931
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 19,931
<EPS-BASIC> 0.21
<EPS-DILUTED> 0.21
</TABLE>
