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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 19, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 033-20022
MARRIOTT RESIDENCE INN LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Delaware 52-1558094
- ------------------------------------ ----------------------------------------
(State of Organization) (I.R.S. Employer Identification Number)
10400 Fernwood Road, Bethesda, MD 20817-1109
- ------------------------------------- ---------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 380-2070
Securities registered pursuant to Section 12(b) of the Act:
Not Applicable
Securities registered pursuant to Section 12(g) of
the Act:
Units of Limited Partnership Interest
(Title of Class)
Indicated by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes___No ____. (Not Applicable. On August 25,
1992, the Registrant filed an application for relief from the reporting
requirements of the Securities Exchange Act of 1934 pursuant to Section 12(h)
thereof. Because of the pendency of such application, the Registrant was not
required to, and did not make, any filings pursuant to the Securities Exchange
Act of 1934 from October 23, 1989 until the application was voluntarily
withdrawn on January 23, 1998.)
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<PAGE>
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MARRIOT RESIDENCE INN LIMITED PARTNERSHIP
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TABLE OF CONTENTS
PAGE NO.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Statement of Operations
Twelve and Twenty-Four Weeks Ended June 19, 1998 and June 20, 1997...6
Condensed Balance Sheet
June 19, 1998 and December 31, 1997..................................7
Condensed Statement of Cash Flows
Twenty-Four Weeks ended June 19, 1998 and June 20, 1997..............8
Notes to Condensed Financial Statements................................9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...................................11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.....................................................13
Item 6. Exhibits and Reports on Form 8-K......................................13
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MARRIOTT RESIDENCE INN LIMITED PARTNERSHIP
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
(in thousands, except per Unit amounts)
<TABLE>
<CAPTION>
Twelve Weeks Ended Twenty-Four Weeks Ended
June 19, June 20, June 19, June 20,
1998 1997 1998 1997
----------- ----------- ----------- --------
<S> <C> <C> <C> <C>
REVENUES...............................................$ 8,426 $ 7,908 $ 15,983 $ 14,674
----------- ----------- ----------- -----------
OPERATING COSTS AND EXPENSES
Depreciation........................................ 1,244 1,260 2,434 2,538
Incentive management fee............................ 885 827 1,693 1,516
Residence Inn system fee............................ 597 555 1,155 1,071
Property taxes...................................... 517 479 1,016 1,066
Base management fee................................. 312 292 605 563
Equipment rent and other............................ 398 422 566 620
----------- ----------- ----------- -----------
3,953 3,835 7,469 7,374
------------ ---------- --------- ---------
OPERATING PROFIT....................................... 4,473 4,073 8,514 7,300
Interest expense.................................... (2,825) (2,964) (5,834) (6,089)
Interest income..................................... 55 57 111 125
----------- ----------- ----------- -----------
NET INCOME.............................................$ 1,703 $ 1,166 $ 2,791 $ 1,336
=========== =========== =========== ===========
ALLOCATION OF NET INCOME
General Partner.....................................$ 17 $ 12 $ 28 $ 13
Limited Partners.................................... 1,686 1,154 2,763 1,323
----------- ----------- ----------- -----------
$1,703 $ 1,166 $ 2,791 $ 1,336
=========== =========== ========== ==========
NET INCOME PER LIMITED
PARTNER UNIT (65,600 Units).........................$ 26 $ 18 $ 42 $ 20
=========== =========== =========== ===========
</TABLE>
See Notes to Condensed Financial Statements.
<PAGE>
MARRIOTT RESIDENCE INN LIMITED PARTNERSHIP
CONDENSED BALANCE SHEET
(in thousands)
<TABLE>
<CAPTION>
June 19, December 31,
1998 1997
------------- ----------------
(unaudited)
<S> <C> <C>
ASSETS
Property and equipment, net...................................................$ 138,879 $ 140,448
Due from Residence Inn by Marriott, Inc....................................... 2,546 2,462
Deferred financing costs, net of accumulated amortization..................... 2,033 2,251
Property improvement fund..................................................... 1,844 1,160
Cash and cash equivalents..................................................... 4,715 5,650
------------- ----------------
$ 150,017 $ 151,971
============= ================
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Mortgage debt.................................................................$ 116,920 $ 118,576
Incentive management fee due to Residence Inn by Marriott, Inc................ 24,254 22,709
Base management fee due to Residence Inn by Marriott, Inc..................... -- 872
Accounts payable and accrued expenses......................................... 786 1,235
------------- ----------------
Total Liabilities....................................................... 141,960 143,392
------------- ----------------
PARTNERS' CAPITAL
General Partner............................................................... 157 162
Limited Partners 7,900 8,417
------------- ----------------
Total Partners' Capital................................................. 8,057 8,579
------------- ----------------
$ 150,017 $ 151,971
============= ================
</TABLE>
See Notes to Condensed Financial Statements.
<PAGE>
MARRIOTT RESIDENCE INN LIMITED PARTNERSHIP
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Twenty-Four Weeks Ended
June 19, June 20,
1998 1997
-------- --------
(in thousands)
<S> <C> <C>
OPERATING ACTIVITIES
Net income...................................................................$ 2,791 $ 1,336
Noncash items................................................................ 3,325 4,271
Changes in operating accounts................................................ (533) (555)
------------- -------------
Cash provided by operating activities..................................... 5,583 5,052
------------- -------------
INVESTING ACTIVITIES
Additions to property and equipment.......................................... (865) (1,624)
Change in property improvement fund.......................................... (684) 18
------------- -------------
Cash used in investing activities......................................... (1,549) (1,606)
------------- -------------
FINANCING ACTIVITIES
Capital distributions to partners............................................ (3,313) (1,657)
Repayment of mortgage debt................................................... (1,656) (1,421)
Refinancing costs............................................................ -- 5
------------- -------------
Cash used in financing activities......................................... (4,969) (3,073)
------------- -------------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS.................................. (935) 373
CASH AND CASH EQUIVALENTS at beginning of period.................................. 5,650 3,429
------------- -------------
CASH AND CASH EQUIVALENTS at end of period........................................$ 4,715 $ 3,802
============= =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for mortgage interest..............................................$ 5,993 $ 6,227
============= =============
</TABLE>
See Notes to Condensed Financial Statements.
<PAGE>
MARRIOTT RESIDENCE INN LIMITED PARTNERSHIP
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. The accompanying condensed financial statements have been prepared by
Marriott Residence Inn Limited Partnership (the "Partnership") without
audit. Certain information and footnote disclosures normally included in
financial statements presented in accordance with generally accepted
accounting principles have been condensed or omitted from the accompanying
statements. The Partnership believes the disclosures made are adequate to
make the information presented not misleading. However, the condensed
financial statements should be read in conjunction with the Partnership's
financial statements and notes thereto included in the Partnership's Form
10-K for the fiscal year ended December 31, 1997.
In the opinion of the Partnership, the accompanying condensed unaudited
financial statements reflect all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position
of the Partnership as of June 19, 1998, the results of operations for the
twelve and twenty-four weeks ended June 19, 1998 and June 20, 1997 and the
cash flows for the twenty-four weeks ended June 19, 1998 and June 20, 1997.
Interim results are not necessarily indicative of fiscal year performance
because of seasonal and short-term variations.
For financial reporting purposes, the net income of the Partnership is
allocated 99% to the limited partners and 1% to RIBM One Corporation (the
"General Partner"). Significant differences exist between the net income
for financial reporting purposes and the net income for Federal income tax
purposes. These differences are due primarily to the use, for income tax
purposes, of accelerated depreciation methods and shorter depreciable lives
of the assets and differences in the timing of the recognition of incentive
management fee expense.
2. Revenues represent house profit of the Partnership Inns since the
Partnership has delegated substantially all of the operating decisions
related to the generation of house profit of the Inns to Residence Inn by
Marriott, Inc. (the "Manager"). House profit reflects the net revenues
flowing to the Partnership as property owner and represents Inn operating
results less property-level expenses, excluding depreciation, base,
Residence Inn system and incentive management fees, property taxes,
equipment rent and certain other costs, which are disclosed separately in
the accompanying condensed statement of operations.
On November 20, 1997, the Emerging Issues Task Force ("EITF") of the
Financial Accounting Standards Board reached a consensus on EITF 97-2
"Application of FASB Statement No. 94 and APB Opinion No. 16 to Physician
Practice Management Entities and Certain Other Entities with Contractual
Management Arrangements." EITF 97-2 addresses the circumstances in which a
management entity may include the revenues and expenses of a managed entity
in its financial statements.
The Partnership is assessing the impact of EITF 97-2 on its policy of
excluding property-level revenues and operating expenses of the Inns from
its statements of operations (see Note 2). If the Partnership concludes
that EITF 97-2 should be applied to the Inns, it would include operating
results of this managed operation in its financial statements. Application
of EITF 97-2 to financial statements as of and for the twelve and
twenty-four weeks ended June 19, 1998 would have increased both revenues
and operating expenses by approximately $7.2 million and $14.3 million,
respectively, and would have had no impact on net income.
<PAGE>
Revenues consist of the following Inn operating results for 1998 and 1997
(in thousands):
<TABLE>
<CAPTION>
Twelve Weeks Ended Twenty-Four Weeks Ended
June 19, June 20, June 19, June 20,
1998 1997 1998 1997
----------- ----------- ----------- --------
<S> <C> <C> <C> <C>
INN SALES
Suites......................................$ 14,914 $ 13,866 $ 28,870 $ 26,766
Other operating departments................. 692 695 1,388 1,360
----------- ----------- ----------- -----------
15,606 14,561 30,258 28,126
----------- ----------- ----------- -----------
INN EXPENSES
Departmental direct costs
Suites.................................. 3,077 2,841 5,967 5,576
Other operating departments............. 307 267 642 523
Other Inn operating expenses................ 3,796 3,545 7,666 7,353
----------- ----------- ----------- -----------
7,180 6,653 14,275 13,452
----------- ----------- ----------- -----------
REVENUES.......................................$ 8,426 $ 7,908 $ 15,983 $ 14,674
=========== =========== =========== ===========
</TABLE>
3. As previously reported, Host Marriott Corporation on behalf of the General
Partner, RIBM One Corporation, filed a preliminary Prospectus/Consent
Solicitation Statement with the SEC in December 1997, which proposed the
consolidation of this Partnership and five other limited partnerships into
a publicly traded real estate investment trust ("REIT").
In addition, there are existing REIT's which are active in the moderate
price and extended stay hotel segment that have expressed an interest in
acquiring the hotels owned by the six limited partnerships. The General
Partner has had preliminary discussions with some of these companies and
continues to pursue the possibility of a potential transaction involving
the sale of the Partnership's assets or a merger of the Partnership with
an existing publicly traded company.
The General Partner has retained Merrill Lynch to advise the Partnership
with respect to the Partnership's strategic alternatives. The General
Partner intends to continue to explore these alternatives and determine
which path to pursue, obviously subject to appropriate partner approval.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
Certain matters discussed herein are forward-looking statements and as such may
involve known and unknown risks, uncertainties, and other factors which may
cause the actual results, performance or achievements of the Partnership to be
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Although the Partnership believes
the expectations reflected in such forward-looking statements are based upon
reasonable assumptions, it can give no assurance that its expectations will be
attained. These risks are detailed from time to time in the Partnership's
filings with the Securities and Exchange Commission. The Partnership undertakes
no obligation to publicly release the result of any revisions to these
forward-looking statements that may be made to reflect any future events or
circumstances.
RESULTS OF OPERATIONS
First Two Quarters of 1998 Compared To First Two Quarters of 1997
Revenues. Revenues for the first two quarters of 1998 increased $1.3 million, or
8.9%, to $16 million. Revenues and operating profit were impacted primarily by
growth in revenue per available room ("REVPAR") and an overall increase in room
sales. REVPAR is a commonly used indicator of market performance for hotels
(although it is not a GAAP, or generally accepted accounting principles, measure
of revenue) which represents the combination of the average daily room rate
charged and the average daily occupancy achieved. REVPAR does not include food
and beverage or other ancillary revenues generated by the property. Inn sales
increased $2.1 million, or 8%, to $28.9 million in the first two quarters of
1998 reflecting the improvements in REVPAR for the period. REVPAR increased 8%
for the first two quarters of 1998 due to an increase in the combined average
room rate of 6% combined with a two percentage point increase in the combined
average occupancy. Due to the high occupancy of these properties, the
Partnership expects future increases in REVPAR to be driven by room rate
increases, rather than occupancy increases. However, there can be no assurance
that REVPAR will continue to increase in the future.
Operating Costs and Expenses. Operating costs and expenses increased to $7.5
million for the first two quarters of 1998 from $7.4 million for the first two
quarters of 1997. As a percentage of Inn revenues, Inn operating costs and
expenses were 47% and 50% of revenues for the first two quarters of 1998 and the
first two quarters of 1997, respectively.
Operating Profit. As a result of the changes in revenues and operating costs and
expenses discussed above, operating profit increased by $1.2 million to $8.5
million, or 53% of revenues, for the first two quarters of 1998 from $7.3
million, or 50% of revenues, for the first two quarters of 1997.
Interest Expense. Interest expense decreased $255,000 to $5.8 million for the
first two quarters of 1998 as a result of principal amortization on the
Partnership's debt.
Net Income. Net income for the first two quarters of 1998 increased $1.5 million
to $2.8 million, or 18% of revenues, compared to net income of $1.3 million, or
9% of revenues, for the first two quarters of 1997 primarily due to the results
of the items discussed above.
<PAGE>
Second Quarter 1998 Compared To Second Quarter 1997
Revenues. Revenues for the second quarter 1998 increased $518,000, or 7%, to
$8.4 million. Inn sales increased $1 million, or 7%, to $15.6 million in the
second quarter 1998 reflecting the improvements in REVPAR for the period. REVPAR
increased 2% for the second quarter 1998 primarily due to an increase in the
combined average occupancy of two percentage points.
Operating Costs and Expenses. Operating costs and expenses increased to $4.0
million for the second quarter 1998 from $3.8 million for the second quarter
1997. As a percentage of Inn revenues, Inn operating costs and expenses were 47%
and 48% of revenues for the second quarter 1998 and the second quarter 1997,
respectively.
Operating Profit. As a result of the changes in revenues and operating costs and
expenses discussed above, operating profit increased by $400,000 to $4.5
million, or 53% of revenues, for the second quarter 1998 from $4.1 million, or
52% or revenues, for the second quarter 1997.
Interest Expense. Interest expense decreased $139,000 to $2.8 million for
the second quarter 1998 as a result of principal amortization on the
Partnership's debt.
Net Income. Net income for the second quarter 1998 increased $537,000 to $1.7
million, or 20% of revenues, compared to net income of $1.2 million, or 15% of
revenues, for the second quarter 1997 primarily due to the results of the items
discussed above.
CAPITAL RESOURCES AND LIQUIDITY
The Partnership's financing needs have historically been funded through loan
agreements with independent financial institutions. The General Partner believes
that the Partnership will have sufficient capital resources to conduct its
operations in the ordinary course of business although there can be no assurance
of the Partnership's ability to do so.
Principal Sources and Uses of Cash
The Partnership's principal source of cash is from operations. Its principal
uses of cash are to make debt service payments, fund the property improvement
fund and to make distributions to the partners.
Cash provided by operating activities was $5.6 million and $5.1 million for the
first two quarters of 1998 and the first two quarters of 1997, respectively. The
improved cash from operations was primarily a result of improved combined Inn
operating results.
Cash used in investing activities remained stable over the first two quarters of
1998 and the first two quarters of 1997 at $1.6 million. The Partnership's cash
used in investing activities primarily consists of contributions to the property
improvement fund and capital expenditures for improvements to the Inns.
Contributions to the property improvement fund were $1.5 million and $1.4
million for the first two quarters of 1998 and 1997, respectively, while
expenditures from the property improvement fund were $865,000 and $1.5 million
for the first two quarters of 1998 and 1997, respectively.
Cash used in financing activities for the first two quarters of 1998 and
the first two quarters of 1997 was $5.0 million and $3.1 million, respectively.
The Partnership's cash used in financing activities primarily consists of
capital distributions to partners and the repayment of mortgage debt. The
Partnership distributed $3.3 million to the partners, which equaled $50 per
limited partnership unit, in the first quarter of 1998 from 1997 operations. In
the first quarter of 1997, the Partnership distributed $3.3 million to the
partners, which equaled $50 per limited partnership unit, from 1996 operations.
The General Partner believes that cash from Inn operations and Partnership
reserves will be adequate in the short term and long term for the operational
and capital needs of the Partnership.
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On February 11, 1998, four individual limited partners in partnerships sponsored
by Host Marriott Corporation ("Host Marriott") filed a class action lawsuit,
styled Ruben, et al. v. Host Marriott Corporation, et al., Civil Action No.
16186, in Delaware State Chancery Court against Host Marriott and the general
partners of Courtyard by Marriott Limited Partnership, Courtyard by Marriott II
Limited Partnership, Marriott Residence Inn Limited Partnership, Marriott
Residence Inn II Limited Partnership, and Fairfield Inn by Marriott Limited
Partnership (collectively, the "Five Partnerships"). The plaintiffs allege that
the merger of the Five Partnerships (the "Merger") into an umbrella partnership
real estate investment trust proposed by CRF Lodging Company, L.P. in a
preliminary registration statement filed with the Securities and Exchange
Commission, dated December 22, 1997, constitutes a breach of the fiduciary
duties owed to the limited partners of the Five Partnerships by Host Marriott
and the general partners of the Five Partnerships. In addition, the plaintiffs
allege that the Merger breaches various agreements relating to the Five
Partnerships. The plaintiffs are seeking, among other things, the following:
certification of a class; injunctive relief to block consummation of the Merger
or, in the alternative, rescission of the Merger; and damages. Host Marriott and
the general partners of the Five Partnerships believe that these allegations are
totally devoid of merit and they intend to vigorously defend against them. The
defendants also maintain that this lawsuit is premature because the Merger has
not been, and may not be, consummated as proposed in the SEC filings.
Accordingly, they have filed a motion to dismiss the lawsuit.
On March 16, 1998, limited partners in several partnerships sponsored by Host
Marriott, filed a lawsuit, styled Robert M. Haas, Sr. and Irwin Randolph Joint
Tenants, et al. v. Marriott International, Inc., et al., Case No. 98-CI-04092,
in the 57th Judicial District Court of Bexar County, Texas against Marriott
International, Inc. ("Marriott International"), Host Marriott, various of their
subsidiaries, J.W. Marriott, Jr., Stephen Rushmore, and Hospitality Valuation
Services, Inc. (collectively, the "Defendants"). The lawsuit relates to the
following limited partnerships: Courtyard by Marriott Limited Partnership,
Courtyard by Marriott II Limited Partnership, Marriott Residence Inn Limited
Partnership, Marriott Residence Inn II Limited Partnership, Fairfield Inn by
Marriott Limited Partnership, Desert Springs Marriott Limited Partnership, and
Atlanta Marriott Marquis Limited Partnership (collectively, the "Seven
Partnerships"). The plaintiffs allege that the Defendants conspired to sell
hotels to the Seven Partnerships for inflated prices and that they charged the
Seven Partnerships excessive management fees to operate the Seven Partnerships'
hotels. The plaintiffs further allege, among other things, that the Defendants
committed fraud, breached fiduciary duties, and violated the provisions of
various contracts. The plaintiffs are seeking unspecified damages. The
Defendants, which do not include the Seven Partnerships, believe that there is
no truth to the plaintiffs' allegations and that the lawsuit is totally devoid
of merit. The Defendants intend to vigorously defend against the claims asserted
in the lawsuit. They have filed an answer to the plaintiffs' petition and
asserted a number of defenses. Although the Seven Partnerships have not been
named as Defendants in the lawsuit, the partnership agreements relating to the
Seven Partnerships include an indemnity provision which requires the Seven
Partnerships, under certain circumstances, to indemnify the general partners
against losses, judgments, expenses, and fees.
The Partnership and the Inns are involved in routine litigation and
administrative proceedings arising in the ordinary course of business, some of
which are expected to be covered by liability insurance and which collectively
are not expected to have a material adverse effect on the business, financial
condition or results of operations of the Partnership.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits:
None.
b. Reports on Form 8-K:
May 6, 1998 - Letter from the General Partner to the limited partners
regarding status of proposed consolidation.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Form 10-Q to be signed on its behalf by the
undersigned, thereunto duly authorized.
MARRIOTT RESIDENCE INN
LIMITED PARTNERSHIP
By: RIBM ONE CORPORATION
General Partner
July 31, 1998 By: /s/ Earla L. Stowe
Earla L. Stowe
Vice President and
Chief Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FOR THE
QUARTERLY REPORT 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERNCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000829092
<NAME> MARRIOT RESIDENCE INN LIMITED PARTNERSHIP
<MULTIPLIER> 1,000
<CURRENCY> US DOLLAR
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-19-1998
<EXCHANGE-RATE> 1.00
<CASH> 4,715
<SECURITIES> 0
<RECEIVABLES> 2,546
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,877
<PP&E> 201,304
<DEPRECIATION> (62,425)
<TOTAL-ASSETS> 150,017
<CURRENT-LIABILITIES> 25,040
<BONDS> 116,920
0
0
<COMMON> 0
<OTHER-SE> 8,057
<TOTAL-LIABILITY-AND-EQUITY> 150,017
<SALES> 0
<TOTAL-REVENUES> 15,983
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<OTHER-EXPENSES> 7,666
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<NET-INCOME> 2,791
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</TABLE>
