HOSPITALITY PROPERTIES TRUST
10-Q, 1996-05-15
REAL ESTATE INVESTMENT TRUSTS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q


     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1996
                                       OR
     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                    
                         Commission File Number 1-11527


                          HOSPITALITY PROPERTIES TRUST


          Maryland                                     04-3262075
- -----------------------------              -------------------------------
   (State of incorporation)                (IRS Employer Identification No.)


                 400 Centre Street, Newton, Massachusetts 02158


                                  617-964-8389


    Indicate by check mark whether the registrant: (1) has filed all reports
  required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
    1934 during the preceding 12 months (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 [ ]


         Class                                       Shares outstanding
Common shares of beneficial                          at May 14, 1996
interest $.01 par value per share                    26,850,900



<PAGE>

                          HOSPITALITY PROPERTIES TRUST

                                    FORM 10-Q

                                 MARCH 31, 1996

THE AMENDED AND RESTATED  DECLARATION OF TRUST OF THE COMPANY,  DATED AUGUST 21,
1995 A COPY OF WHICH,  TOGETHER WITH ALL AMENDMENTS THERETO (THE "DECLARATION"),
IS DULY FILED IN THE OFFICE OF THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE
STATE OF MARYLAND,  PROVIDES THAT THE NAME "HOSPITALITY PROPERTIES TRUST" REFERS
TO THE  TRUSTEES  UNDER  THE  DECLARATION  COLLECTIVELY  AS  TRUSTEES,  BUT  NOT
INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER,  EMPLOYEE
OR AGENT  OF THE  TRUST  SHALL BE HELD TO ANY  PERSONAL  LIABILITY,  JOINTLY  OR
SEVERALLY,  FOR ANY  OBLIGATION  OF, OR CLAIM  AGAINST,  THE TRUST.  ALL PERSONS
DEALING WITH THE TRUST,  IN ANY WAY,  SHALL LOOK ONLY TO THE ASSETS OF THE TRUST
FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.


                                      INDEX

 PART I   Financial Information (Unaudited)                                Page

          Condensed Consolidated Balance Sheets - March 31, 1996 and
               December 31, 1995....................................         3

          Consolidated Statements of Income - Three Months Ended March 31, 
              1996 and the period from February 7, 1995 (inception)
              to March 31, 1995.....................................         4

          Condensed  Consolidated  Statements  of  Cash  Flows - Three
              Months  Ended March 31, 1996 and the period  February 7,
              1995 (inception) to March 31, 1995....................         5

          Notes to Condensed Consolidated Financial Statements......         6

          Management's Discussion and Analysis of Results of 
              Operations and Financial Condition....................         9

PART II   Other Information.........................................        11

   


<PAGE>

<TABLE>
<CAPTION>
                          HOSPITALITY PROPERTIES TRUST
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

                                                                        March 31,              December 31,
                                                                          1996                      1995
                                                                     -------------            ---------------
                                                                      (unaudited)
<S>                                                                <C>                       <C>

ASSETS

Real estate properties..........................................     $      426,894           $     332,572
Accumulated depreciation........................................             (8,557)                 (5,820)
                                                                     --------------           -------------
                                                                            418,337                 326,752
Acquisition deposits............................................             28,256                      --

Cash and cash equivalents.......................................              8,050                   2,135
FF&E reserve (restricted cash)..................................              5,300                   5,342
Other assets....................................................              6,958                   4,718
                                                                     ==============           =============
                                                                     $      466,901           $     338,947
                                                                     ==============           =============


LIABILITIES AND SHAREHOLDERS' EQUITY

Credit facility.................................................     $      115,650           $          --
Security deposits...............................................             42,060                  32,900
Other liabilities...............................................             20,191                   8,096

               Shareholders' equity
    Common shares of beneficial interest........................                126                     126
    Additional paid-in capital..................................            297,962                 297,962
    Cumulative net income.......................................             17,971                  11,349
    Dividends...................................................            (27,059)                (11,486)
                                                                     --------------           -------------
      Total shareholders' equity................................            289,000                 297,951
                                                                     --------------           -------------
                                                                     $      466,901           $     338,947
                                                                     ==============           =============
</TABLE>





                             See accompanying notes

 
                                      3

<PAGE>
<TABLE>
<CAPTION>
                          HOSPITALITY PROPERTIES TRUST
                        CONSOLIDATED STATEMENTS OF INCOME
                    (in thousands, except per share amounts)
                                   (unaudited)


                                                                            For the Three         February 7, 1995
                                                                            Months Ended           (inception) to
                                                                              March 31,              March 31,
                                                                                1996                    1995
                                                                           ----------------      -------------------
<S>                                                                           <C>                  <C>
Revenues
   Rental income                                                               $ 8,671              $   349
   FF&E reserve income                                                           1,620                    2
   Interest income                                                                  43                   23
                                                                               -------              -------
       Total revenues                                                           10,334                  374
                                                                               -------              -------

Expenses
   Interest (including amortization of deferred finance costs of
       $45 and $0, respectively)                                                   215                  259
   Depreciation and amortization of real estate assets                           2,737                  153
   General and administrative                                                      760                   17
                                                                               -------              -------
       Total expenses                                                            3,712                  429

                                                                               -------              -------
Net income (loss)                                                              $ 6,622              $   (55)
                                                                               =======              =======

Weighted average shares outstanding                                             12,601
                                                                               =======

Earnings per share                                                             $  0.53
                                                                               =======
</TABLE>









                             See accompanying notes


                                       4


<PAGE>
<TABLE>
<CAPTION>

                          HOSPITALITY PROPERTIES TRUST
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)

                                                                                                             For the Period
                                                                                      For the Three         February 7, 1995
                                                                                       Months Ended          (inception) to
                                                                                        March 31,               March 31,
                                                                                           1996                   1995
                                                                                     -----------------     --------------------
<S>                                                                                 <C>                   <C>
Cash flows from operating activities
   Net income............................................................                $      6,622          $         (55)
   Adjustments to reconcile to cash provided by operating activities
       Depreciation and amortization of real estate assets...............                       2,737                    153
       Amortization of deferred finance costs as interest................                          45                     --
       Funding of FF&E reserve...........................................                      (1,620)                    (2)
       Change in assets and liabilities..................................                         365                  1,050
                                                                                     ----------------      -----------------
        Cash provided by operating activities.........................                          8,149                  1,146
                                                                                               
                                                                                     ----------------      -----------------

Cash flows from investing activities
   Real estate acquisitions and deposits.................................                    (118,739)              (178,528)
   Increase in security deposits.........................................                       9,160                 17,940
   Purchase of FF&E reserve..............................................                                             (1,854)
                                                                                               (1,375)
   Payments for purchase option..........................................                          --                 (3,000)
                                                                                     ----------------      -----------------
           Cash used for investing activities............................                    (110,954)              (165,442)
                                                                                     ----------------      -----------------

Cash flows from financing activities
Draws on credit facility..................................................                    115,650                     --
Dividends paid............................................................                     (6,930)                    --
Proceeds from issuance of common shares...................................                         --                  1,000
Borrowings and advances from HRP..........................................                         --                163,296
                                                                                     ----------------      -----------------
        Cash provided by financing activities..........................                       108,720                164,296
                                                                                     ----------------      -----------------

Increase (decrease) in cash and equivalents...............................               $      5,915          $          --
                                                                                     ================      =================

Supplemental cash flow information
    Interest paid......................................................               $         --          $          --
Non-cash investing activities
    Property managers' deposits in FF&E reserve........................                      1,555                     --
    Purchases of fixed assets with FF&E reserve........................                      3,109                     --

</TABLE>




                             See accompanying notes


                                       5

<PAGE>


                          HOSPITALITY PROPERTIES TRUST
                          NOTES TO FINANCIAL STATEMENTS
            (dollars amounts in thousands, except per share amounts)
                                   (unaudited)

1.   The accompanying condensed consolidated financial statements of Hospitality
     Properties  Trust and its  subsidiaries  (the "Company") have been prepared
     without audit.  Certain  information and footnote  disclosures  required by
     generally accepted accounting  principles for complete financial statements
     have been condensed or omitted.  The Company  believes the disclosures made
     are adequate to make the information presented not misleading. However, the
     accompanying  financial  statements  should be read in conjunction with the
     financial  statements  and notes thereto  included in the Company's  Annual
     Report on Form 10-K for the period  from  February 7, 1995  (inception)  to
     December  31,  1995.   Operating   results  for  interim  periods  are  not
     necessarily  indicative  of the results  that may be expected  for the full
     year.

     In the opinion of management,  all  adjustments  (which include only normal
     recurring  adjustments)  considered  necessary for a fair presentation have
     been  included.   All   intercompany   transactions  and  balances  between
     Hospitality Properties Trust and its subsidiaries have been eliminated.

2.   The Company was  incorporated  on February 7, 1995.  The Company was a 100%
     owned subsidiary of Health and Retirement Properties Trust ("HRP") from its
     inception  through  August 22, 1995 when it  completed  its initial  public
     offering of common shares (the "IPO"). The Company commenced  operations on
     March 24, 1995 with the acquisition of 21 hotels.

3.   Earnings  per share is  computed  by  dividing  net income by the  weighted
     average number of outstanding common shares of beneficial interest.

     In April 1996 the Company completed an offering of 14,250,000 common shares
     of beneficial  interest (the "Follow-on  Offering") and raised net proceeds
     of approximately $360,000.

     In  January  1996,   the  Company  paid  a  $0.55  per  share  dividend  to
     shareholders  for the quarter  ended  December 31, 1995. On March 11, 1996,
     the Trustees declared a dividend of $0.58 per share be paid to shareholders
     of record as of April 19, 1996,  which will be  distributed on or about May
     21, 1996.

4.   The  Company  adopted  SFAS No.  121,  "Accounting  for the  Impairment  of
     Long-Lived Assets and long-lived Assets to be Disposed of", during the 1996
     period.  Adoption of this standard did not have any effect on the Company's
     financial statements.

5.   The  Company's  properties  are leased  pursuant to long term leases.  Each
     lease  requires  the  lessee  to  pay  minimum  rent,  percentage  rent  (a
     percentage  of  increases  in total hotel sales over a base year),  and all
     operating costs associated with the hotels. In addition,  5% of hotel sales
     related to each lease are paid by the  Company's  hotel  operators  into an
     escrow account to fund certain capital improvements and ongoing renovations
     necessary to maintain the quality of the properties. In the case of certain
     leases, this escrow account is maintained by the Company.

     On March 22, 1996 the Company  acquired three  Courtyard by Marriott hotels
     and five Residence Inns by Marriott from Host Marriott  Corporation.  As of
     March 31, 1996 the Company  owned 40 Courtyard by Marriott  hotels and five
     Residence Inns by Marriott hotels.

6.   In the second quarter of 1996, the Company  acquired eleven Wyndham Gardens
     hotels  from  an  affiliate  of  the  Wyndham  Hotel  Corporation,  and  13
     additional  Residence  Inns by  Marriott  and 13  additional  Courtyard  by
     Marriott hotels from Host Marriott Corporation. All the acquired properties
     are leased to affiliates of the sellers under long-term leases.

7.   As of March 31,  1996,  the  Company  had  $115,650  outstanding  under its
     $200,000  revolving  acquisition  credit  facility (the "Credit  Facility")
     which  provides for  borrowings  at one month LIBOR plus 150 basis  points.
     Borrowings  may be repaid and  reborrowed as necessary  until  December 31,
     1998, at which time the  outstanding  balance may, at the Company's  option
     (with lender approval),  be either repaid or converted into a 10-year loan.
     In April 1996, the Company repaid $22,000 of outstanding  amounts under the
     Credit Facility.

                                       6

<PAGE>
                          HOSPITALITY PROPERTIES TRUST
                          NOTES TO FINANCIAL STATEMENTS
            (dollars amounts in thousands, except per share amounts)
    

8.   At March 31, 1996, 100% of the Company's real estate properties were leased
     to  special   purpose   subsidiaries   of  Host  Marriott  and  managed  by
     subsidiaries  of  Marriott  International.  The results of  operations  and
     summarized balance sheet data of the Host Marriott  subsidiary to which the
     Company's  Courtyard by Marriott hotels for the Company's initial 37 hotels
     ("Initial Hotels") are as follows:
<TABLE>
<CAPTION>
                                                                                              Twelve weeks ended
                                                                                                March 22, 1996
                                                                                           -------------------------
                                                                                                (unaudited)
        <S>                                                                               <C>
         Revenues ....................................................................              $ 15,513
         Investment expenses
              Base and percentage rent................................................                 7,733
              FF&E contribution.......................................................                 1,555
              Management fees.........................................................                 3,008
              Other...................................................................                 1,676
                                                                                           -----------------
                  Total investment expenses...........................................                13,970
                                                                                           -----------------
         Income before taxes..........................................................                 1,543
         Provision for income taxes...................................................                   496
                                                                                           =================
                  Net income..........................................................                 1,047
                                                                                           =================

                                                                                                March 22, 1996
                                                                                           -------------------------
                                                                                                  (unaudited)
                  Assets..............................................................        $       40,877
                  Liabilities.........................................................                15,134
                  Equity..............................................................                25,743
</TABLE>

     Revenues in the statements of income above  represent house profit from the
     Initial  Hotels.  House profit  represents  total hotel sales less property
     level expenses excluding  depreciation and amortization,  system fees, real
     and personal  property taxes,  ground rent,  insurance and management fees.
     The system fees (included in other investment expenses) and management fees
     presented  above,  and the expenses  detailed below represent all the costs
     incurred  directly,  allocated  or  charged  to  the  properties  by  their
     management. The detail of total hotel sales and a reconciliation to revenue
     follows:

<TABLE>
<CAPTION>
                                                                                                 Twelve weeks ended
                                                                                                   March 22, 1996
                                                                                                ---------------------
                                                                                                     (unaudited)
        <S>                                                                                   <C>
         Total hotel sales
                  Rooms....................................................................         $      27,316
                  Food and beverage........................................................                 2,496
                  Other....................................................................                 1,283
                                                                                                -----------------
                  Total hotel sales........................................................                31,095
                                                                                                -----------------
         Departmental Expenses
                  Rooms....................................................................                 5,874
                  Food and beverage........................................................                 2,050
                  Other operating departments..............................................                   428
                  General and administrative...............................................                 3,300
                  Utilities................................................................                 1,305
                  Repairs, maintenance and accidents.......................................                 1,147
                  Marketing and sales......................................................                   380
                  Chain services...........................................................                 1,098
                                                                                                -----------------
                  Total departmental expenses..............................................                15,582
                                                                                                =================
         Revenues                                                                                    $     15,513
                                                                                                =================
</TABLE>


                                       7
<PAGE>
                          HOSPITALITY PROPERTIES TRUST
                          NOTES TO FINANCIAL STATEMENTS
            (dollars amounts in thousands, except per share amounts)
 

9.   The  following  unaudited  pro forma income  statement  gives effect to the
     completion of the Company's  Follow-on  Offering and the  acquisition of 45
     additional hotels as described above, as though such transactions  occurred
     on January 1, 1996. In the opinion of management, all adjustments necessary
     to  reflect  the  effects  of the  transactions  discussed  above have been
     reflected in the pro forma data.  The following  unaudited pro forma income
     statement data is not necessarily  indicative of what the actual results of
     operations for the Company would have been for the quarter  indicated,  nor
     does it purport to represent the results of operations  for the Company for
     future periods.

<TABLE>
<CAPTION>
                                                                                                Three Months Ended
                                                                                                  March 31, 1996
                                                                                                --------------------
        <S>                                                                                   <C>

         Revenues
              Rental income..................................................................         $    20,631
              FF&E reserve income............................................................               3,166
              Interest income................................................................                  43
                                                                                                -----------------
                  Total revenues.............................................................              23,840
                                                                                                -----------------

         Expenses
              Interest expense (including $75 of amortization of deferred finance costs).....               1,645
              Depreciation expense...........................................................               6,486
              General and administrative ....................................................               1,413
                                                                                                -----------------
                  Total expenses.............................................................               9,544
                                                                                                -----------------

         Net income..........................................................................         $    14,296
                                                                                                =================

         Weighted average shares outstanding.................................................              26,851
                                                                                                =================

         Net income per share................................................................          $     0.53
                                                                                                =================

</TABLE>


                                       8


<PAGE>


Item 2.  Management's  Discussion  and  Analysis  of Results of  Operations  and
         Financial Condition

Overview

Hospitality  Properties Trust (the "Company") was formed in 1995 to acquire, own
and lease hotel  properties to  unaffiliated  hotel  operators.  The Company has
owned 37 Courtyard by Marriott  hotels (the  "Initial  Hotels")  since August of
1995. In 1996, the Company acquired 11 Wyndham Gardens hotels,  18 Residence Inn
by Marriott and an additional 16 Courtyard by Marriott hotels.

As to the 37  Courtyard  by  Marriott  hotels  acquired  in 1995  (the  "Initial
Hotels"),  the annual rent payable to the Company  totals $32.9  million in base
rent plus  percentage  rent equal to 5% of  increases  in total hotel sales over
1994 levels.  The 37 hotels have a total of 5,286 guest rooms, are located in 20
states, have an average age of approximately six years. During the first quarter
of 1996,  the Initial  Hotels had average  occupancy  and an Average  Daily Rate
("ADR") of 82.2% and $72.38, respectively.

In March and April of 1996,  the Company  acquired an additional 16 Courtyard by
Marriott  hotels for  approximately  $176 million.  The total of 53 Courtyard by
Marriott  hotels are all  leased to a  subsidiary  ("Host  I") of Host  Marriott
Corporation  ("Host  Marriott")  and managed by a subsidiary  ("Marriott  I") of
Marriott International, Inc. ("Marriott International").  Total annual base rent
payable to the Company for these 53 properties is $50.5 million. Percentage rent
for the 16  properties  acquired in 1996 equals 5% of  increases  in total hotel
sales over 1995 levels.

Also in March and April 1996, the Company  acquired 18 Residence Inn by Marriott
hotels for approximately $172.2 million.  These Residence Inn properties are all
leased to a subsidiary  ("Host II") of Host Marriott and managed by a subsidiary
("Marriott  II") of Marriott  International.  Total annual base rent on these 18
properties  totals $17.2 million and percentage rent equals 7.5% of increases in
total hotel sales over 1996 levels.

In May 1996 the Company  acquired 11 Wyndham  Gardens  hotels for  approximately
$135.3 million.  These Wyndham Gardens properties are all leased to and operated
by subsidiaries  of the Wyndham Hotel  Corporation for annual base rent of $13.6
million and  percentage  rent of 8% of  increases in total hotel sales over 1996
levels.

All of the  Company's  leases  require 5% of total hotel sales to be escrowed by
the tenant or operator as a reserve for renovations and refurbishment.

Results of Operations

The Company was organized on February 7, 1995, commenced operations on March 24,
1995 with the acquisition of the first 21 of the Initial  Hotels,  and completed
its initial public offering of shares of beneficial interest on August 22, 1995.
The Company has been  recently  formed and  accordingly  has limited  historical
financial data available.  Management  believes it is meaningful and relevant to
an  understanding  of its present and  ongoing  operations  to discuss pro forma
quarterly results as well as historical results of operations.

The Company was a wholly owned  subsidiary of Health and  Retirement  Properties
Trust  from  the  date of  inception  until  August  22,  1995,  the date of the
Company's initial public offering, and was initially capitalized with $1 million
of equity and  $163.3  million of debt.  The debt was  provided  by HRP at rates
which were lower than the market  rates which the  Company  would have paid on a
stand alone basis. Accordingly, the Company does not believe that its results of
operations  while it was a wholly  owned  subsidiary  of HRP are  comparable  to
subsequent periods.

Quarter Ended March 31, 1996 - Historical  Results  (dollar amounts in thousands
except per share amounts)

Total revenue for the quarter ended March 31, 1996 was $10,334 of which base and
percentage  rent  comprised  $8,671  and FF&E  reserve  rent was  $1,620.  Total
expenses  for the quarter were $3,712  which  consisted  of interest  expense of
$215,  general  and  administrative  expenses of $760 and  depreciation  of real
estate  assets of $2,737.  Net income was $6,622  ($0.53 per share).  Funds from
operations  and cash  available  for  distribution  related to the quarter  were
$9,359 ($0.74 per share) and $7,847 ($0.62 per share), respectively.  Cash flows
provided  by (used for)  operating,  investing  and  financing  activities  were
$8,149, ($110,954) and $108,720,  respectively,  for the quarter ended March 31,
1996.

                                       9
<PAGE>

Quarter  Ended March 31, 1996 - Pro Forma Results  (dollar  amounts in thousands
except per share amounts)

The following pro forma discussion  assumes that the Company's April 1996 public
offering of an additional  14,250,000 common shares of beneficial  interest (the
"Follow-on  Offering) and the acquisition of the 45 additional  hotels discussed
above had  occurred  as of January 1, 1996.  Pro forma  total  revenues  for the
quarter ended March 31, 1996 would have been comprised  principally of pro forma
base and percentage rent of $20,631 and FF&E reserve income of $3,166. Pro forma
total  expenses  would have been $9,544,  comprised of  depreciation  expense of
$6,486 interest expense of $1,645, and general, administrative and advisory fees
of $1,413.  Pro forma net income would have been $14,296 ($0.53 per share).  Pro
forma funds from operations and cash available for  distribution  related to the
quarter would have been $20,782 ($0.77 per share) and $17,691 ($0.66 per share),
respectively. Pro forma average outstanding common shares of beneficial interest
for the quarter would have been 26,850,900.

Liquidity and Capital  Resources  (dollar amounts in thousands  except per share
amounts)

As of March 31, 1996 total assets of the Company were  $466,901.  This  consists
primarily  of net real estate  assets of $418,337  and  acquisition  deposits of
$28,256.

At March 31,  1996,  the  Company had $8,050 of cash and cash  equivalents,  and
after a  $22,000  repayment  in April  1996,  the  ability  to  borrow  up to an
additional  $106,350 under its credit facility ("Credit  Facility"). The Company
believes it will have access to various  types of financing in addition to or in
place of the Credit Facility,  including debt or equity securities with which to
complete  future  acquisitions  and to  otherwise  meet  its long  term  funding
requirements.

In April 1996 the Company raised net proceeds of approximately $360,000 from the
Follow-on  Offering.  Proceeds  were used to acquire  hotel  properties  and pay
related  acquisition  costs and to repay certain  indebtedness  under the Credit
Facility, as discussed above.

Pursuant  to the terms of the lease and  management  agreements,  the  Company's
tenants and  operators  are required to fund an FF&E reserve  account in amounts
equal to 5% of total hotel sales. Funds escrowed in the FF&E reserve account are
used for capitalized improvements, replacements and refurbishment of the hotels.
The  Company  believes  that  these  funds  will be  adequate  to  maintain  the
competitiveness of its hotels.

The Company continues to actively pursue acquisition  opportunities to diversify
and  expand  its   portfolio  of  hotel   properties   and  expects  to  utilize
undistributed  cash generated  from  operations  and funds  available  under its
acquisition line or other borrowings, to complete such acquisitions. The Company
intends  to balance  the use of debt and  equity in such a manner  that the long
term cost of funds borrowed to acquire facilities is appropriately  matched,  to
the extent practicable,  to the terms of the investments made with such borrowed
funds.

Current  expenses and dividends are provided for by operations.  To maintain its
status as a real estate  investment  trust ("REIT")  under the Internal  Revenue
Code of 1986, as amended, the Company must meet certain  requirements  including
the distribution of at least 95% of its taxable income to its shareholders. As a
REIT, the Company expects not to be subject to federal income taxes.

Dividends are based principally on cash available for distribution  which is net
income plus  depreciation  and  amortization  of real estate  assets and certain
non-cash  charges less FF&E reserve income.  Cash available for distribution may
not equal cash  provided by  operating  activities  because the cash flow of the
Company is affected  by other  factors not  included in the cash  available  for
distribution calculation.

Dividends  declared  in 1995 of  $0.55  per  share  were  distributed  in  1996.
Dividends of $0.58 per share will be paid to shareholders in May 1996. Dividends
in a year in excess of REIT taxable income constitute return of capital.


                                       10

<PAGE>

Seasonality

Most of the Company's hotels experience  seasonal variation in operating results
typical  of the hotel  industry  with  higher  revenues  in the second and third
quarters of calendar  years  compared with the first and fourth  quarters.  This
seasonality  is not presently  expected to cause  fluctuations  in the Company's
rental income  because the Company  believes that the revenues  generated by its
hotels  will be  sufficient  to pay  rents on a  regular  basis  notwithstanding
seasonal fluctuations.

Inflation

The Company believes that inflation should not have a material adverse effect on
the Company.  Although  increases in the rate of inflation  may tend to increase
interest rates which the Company may be required to pay on borrowed  funds,  the
Company  intends to obtain  interest rate caps in appropriate  circumstances  to
protect it from  interest rate  increases.  In addition,  the  Company's  leases
provide for the payment of percentage  rent to the Company based on increases in
total  hotel  sales of the Initial  Hotels and such rent  should  increase  with
inflation.

Certain Important Factors

The Company's Quarterly Report on Form 10-Q contains statements which constitute
forward  looking  statements  within  the  meaning  of  the  Private  Securities
Litigation  Reform Act of 1995. Those statements appear in a number of places in
this  Form  10-Q  and  include  statements  regarding  the  intent,   belief  or
expectations  of the Company,  its Trustees or its officers  with respect to the
declaration   or  payment  of   dividends,   the   consummation   of  additional
acquisitions,   policies  and  plans  of  the  Company  regarding   investments,
financings  or  other  matters,   the  Company's   qualification  and  continued
qualification  as a  real  estate  investment  trust  or  trends  affecting  the
Company's or any hotel's financial  condition or results of operations.  Readers
are cautioned  that any such forward  looking  statements  are not guarantees of
future performance and involve risks and uncertainties,  and that actual results
may differ materially from those contained in the forward looking  statements as
a result of various factors.  Such factors include without limitation changes in
financing  terms,  seasonality,  the Company's  ability or inability to complete
acquisitions and financing transactions,  results of operations of the Company's
hotels and general  changes in economic  conditions not presently  contemplated.
The information  contained in this Form 10-Q and the Company's  Annual Report on
Form 10-K for the year ended December 31, 1995,  including the information under
the heading  "Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations", identifies other important factors that could cause such
differences.

PART II  Other Information

Item 5.  Other Information

          As  previously  reported,  the Company in March 1996  entered  into an
          agreement  to acquire 11  Wyndham  Garden  Hotels  from  Garden  Hotel
          Associates Limited Partnership, an affiliate of Wyndham Hotel Company,
          Ltd. (together with its proposed successor-in-interest,  Wyndham Hotel
          Corporation, "Wyndham"), for approximately $135.3 million. Information
          concerning such agreement and the related  acquisition is contained in
          Items 2, 5 and 7 of the  Company's  Current  Report  on Form 8-K dated
          April 8, 1996 (which information is hereby incorporated by reference).
          The Company  completed the acquisition of the 11 Wyndham Garden hotels
          on May 3, 1996. Item 6. Exhibits and Reports on Form 8-K

         (a)      Exhibits

         27       Financial Data Schedule

         (b)      Reports on Form 8-K

                  Form 8-K (Items 2, 5 and 7) on April 8, 1996

  
                                       11
<PAGE>

                                    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.


                                 HOSPITALITY PROPERTIES TRUST


                                 /S/Thomas M. O'Brien
                                 --------------------
                                 Thomas M. O'Brien
                                 Treasurer and Chief Financial Officer
                                 (authorized officer and principal 
                                  financial officer)
                                 Dated:  May 15, 1996









                                       12



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