(Mark One) | ||
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF | |
THE SECURITIES EXCHANGE ACT OF 1934 | ||
For the fiscal year ended December 31, 2011 |
o | 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: 001-14236 | (FelCor Lodging Trust Incorporated) | ||
Commission file number: 333-39595-01 | (FelCor Lodging Limited Partnership) |
Maryland | (FelCor Lodging Trust Incorporated) | 75-2541756 | |||
Delaware | (FelCor Lodging Limited Partnership) | 75-2544994 | |||
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | ||||
545 E. John Carpenter Freeway, Suite 1300, Irving, Texas | 75062 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Title of each class | Name of each exchange on which registered | |||||||||||||||||||
FelCor Lodging Trust Incorporated: | ||||||||||||||||||||
Common Stock | New York Stock Exchange | |||||||||||||||||||
$1.95 Series A Cumulative Convertible Preferred Stock | New York Stock Exchange | |||||||||||||||||||
Depositary Shares representing 8% Series C Cumulative Redeemable Preferred Stock | New York Stock Exchange | |||||||||||||||||||
FelCor Lodging Limited Partnership: | ||||||||||||||||||||
None |
FelCor Lodging Trust Incorporated | ¨ | Yes | þ | No | ||
FelCor Lodging Limited Partnership | ¨ | Yes | þ | No |
FelCor Lodging Trust Incorporated | ¨ | Yes | þ | No | ||
FelCor Lodging Limited Partnership | ¨ | Yes | þ | No |
FelCor Lodging Trust Incorporated | þ | Yes | ¨ | No | ||
FelCor Lodging Limited Partnership | þ | Yes | ¨ | No |
FelCor Lodging Trust Incorporated | þ | Yes | ¨ | No | ||
FelCor Lodging Limited Partnership | þ | Yes | ¨ | No |
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨ |
FelCor Lodging Trust Incorporated: | ||
Large accelerated filer o | Accelerated filer þ | |
Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
FelCor Lodging Limited Partnership: | ||
Large accelerated filer o | Accelerated filer ¨ | |
Non-accelerated filer þ (Do not check if a smaller reporting company) | Smaller reporting company o |
FelCor Lodging Trust Incorporated | o | Yes | þ | No | ||
FelCor Lodging Limited Partnership | o | Yes | þ | No |
The aggregate market value of shares of common stock held by non-affiliates of FelCor Lodging Trust Incorporated as of June 30, 2011, computed by reference to the price at which its common stock was last sold at June 30, 2011, was approximately $642 million. | ||||||||||||||||||||
As of February 27, 2012, the registrant had issued and outstanding 124,218,010 shares of common stock. | ||||||||||||||||||||
DOCUMENTS INCORPORATED BY REFERENCE | ||||||||||||||||||||
Portions of FelCor Lodging Trust Incorporated's definitive Proxy Statement pertaining to its 2012 Annual Meeting of Stockholders (the “Proxy Statement”), filed or to be filed not later than 120 days after the end of the fiscal year pursuant to Regulation 14A, is incorporated herein by reference into Part III. |
• | presents our business as a whole (the same way management views and operates the business); |
• | eliminates duplicative disclosure and provides a more streamlined presentation (a substantial portion of our disclosure applies to both FelCor and FelCor LP); and |
• | saves time and cost by preparing combined reports instead of separate reports. |
Form 10-K | |||
Report | |||
Item No. | Page | ||
PART I | |||
Item 1. | Business | ||
Item 1A. | Risk Factors | ||
Item 1B. | Unresolved Staff Comments | ||
Item 2. | Properties | ||
Item 3. | Legal Proceedings | ||
Item 4. | Mine Safety Disclosures | ||
PART II | |||
Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | ||
Item 6. | Selected Financial Data | ||
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | ||
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | ||
Item 8. | Financial Statements and Supplementary Data | ||
Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | ||
Item 9A. | Controls and Procedures | ||
PART III | |||
Item 10. | Directors, Executive Officers of the Registrant and Corporate Governance | ||
Item 11. | Executive Compensation | ||
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | ||
Item 13. | Certain Relationships, Related Transactions and Director Independence | ||
Item 14. | Principal Accountant Fees and Services | ||
PART IV | |||
Item 15. | Exhibits and Financial Statement Schedules |
• | Create a high-quality portfolio to improve future growth rates and return on investment; |
• | Create a sound and flexible balance sheet with lower leverage to withstand lodging cycles; |
• | Enhance organic growth through asset management and high return on investment redevelopment projects; and |
• | Selectively acquire hotels in our core markets that meet our strict underwriting criteria. |
• | We sold nine hotels since December 2010 (out of 15 hotels initially brought to market in late 2010) for total gross proceeds of $222 million (our pro rata share was $180 million). We used $80 million of those proceeds to repay indebtedness secured by four of those hotels and the remainder to repay other indebtedness and fund capital spending. |
• | We also completed several other balance sheet initiatives during 2011: |
• | Established a $225 million secured line of credit (we had no borrowings under the line at December 31, 2011, and the full $225 million is available for general corporate purposes). |
• | Issued $525 million of 6.75% senior secured notes due 2019 and used the net proceeds to repay existing higher-cost debt (including the remaining $46 million of outstanding 9.0% senior notes due 2011), repay the $145 million balance on our line of credit and fund our $140 million purchase of Royalton and Morgans. |
• | Sold 27.6 million shares of common stock in an underwritten public offering and used the net proceeds to redeem $144 million (of face value) of our 10% senior secured notes due 2014. |
• | Extended a maturing mortgage loan for up to two years. The loan now bears an average interest rate of LIBOR plus 2.2% and is prepayable at any time, in whole or in part, with no penalty. At the same time, we repaid $20 million of the principal balance, reducing the outstanding balance to $158 million. |
• | In May 2011, we acquired two midtown Manhattan hotels, Royalton and Morgans. |
• | In December 2011, we acquired and commenced redevelopment of the four-plus star Knickerbocker Hotel in Times Square. |
• | Throughout 2011, we continued to reinvest in our portfolio, spending $91.2 million (our pro rata portion), primarily to renovate eight hotels and redevelop the Fairmont Copley Plaza and one other hotel. We expect to complete work at the Fairmont Copley Plaza in 2012 that will reposition the hotel closer to its luxury competitors, including a complete renovation of rooms and corridors, upgrading 12 rooms to Fairmont Gold, adding a new rooftop fitness center and spa, and redeveloping the food and beverage and other public areas. |
• | In early 2012, we began marketing an additional 10 hotels for sale. As those hotels are sold, we expect to use a substantial amount of the net proceeds to repay outstanding debt and to pay accrued preferred dividends |
• | As our cash flow increases from continued RevPAR growth and we sell non-strategic hotels, we expect to reduce our leverage materially. Our targeted leverage is 4.5 times (measured as total net debt to Adjusted EBITDA). |
• | We expect to reduce debt and restructure our balance sheet as we repay existing debt with proceeds from asset sales, or refinance debt on more favorable terms. |
• | We also expect to bring our accrued preferred dividends current using net proceeds from asset sales, which is necessary before we are able to resume paying a common stock dividend. |
• | During the last three years we successfully refinanced or repaid all of our near-term debt maturities, and we refinanced or resolved $1.6 billion of consolidated debt and extended our weighted average debt maturity to mid‑2016. |
• | We do not expect to acquire any further hotels in the near-term as we focus on reducing leverage. |
• | We have no near-term debt maturities. |
• | Hotel Sales. Selling non-strategic hotels increases our long-term growth, reduces future capital expenditures and enables management to focus on “core” long-term investments. We regularly review each hotel in our portfolio in terms of projected performance, future capital expenditure requirements and market dynamics and concentration risk. We developed a plan to sell as many as 40 hotels (including the 15 hotels and 10 hotels we began marketing in late 2010 and early 2012, respectively). We intend to sell hotels through 2013, and expect to use the net proceeds to repay debt, pay our accrued preferred dividends and invest in high return on investment redevelopment opportunities at our core hotels. We will bring the remaining hotels to market at the appropriate time to maximize profit. |
• | Hotel Acquisitions. We only consider purchasing hotels that meet or exceed our strict investment criteria: |
• | We only consider acquisition candidates that are accretive to long-term stockholder value, improve the overall quality of our portfolio, further diversify our portfolio by market, customer type and brand and improve future Hotel EBITDA growth. |
• | We limit our acquisitions to high-quality hotels in major urban and resort markets with high barriers to entry and high growth potential, as typified by the iconic Fairmont Copley Plaza, Royalton, Morgans, and (at stabilization) the Knickerbocker. |
• | We seek hotels that are priced at a significant discount to replacement cost with investment returns that exceed our weighted average cost of capital and can provide attractive long-term yields. |
• | We also consider hotels that offer redevelopment and/or revenue enhancement opportunities that can further enhance our return on investment. |
• | In December 2011, we acquired and commenced redevelopment of the four-plus star Knickerbocker Hotel in Times Square. We expect the Knickerbocker to be our last acquisition in this cycle, as we focus on strengthening our balance sheet through the sale of non-strategic hotels and reducing leverage. |
• | RevPAR increased 8.2%, which was substantially above the long-term historical average; |
• | Occupancy increased 4.4% to 60.1%, as improving demand growth and moderating supply growth trends continued; |
• | Industry performance improved on a widespread basis, with all of the largest 25 markets (as defined by STR) enjoying increased RevPAR in 2011; and |
• | Average daily rate (ADR) increased 3.7%, as operators raised rates in the face of strong demand growth, led by increases in corporate travel, and re-mixed their business in favor of premium corporate guests. |
Year Ended December 31, | ||||||||||||||||||||
2011 | 2010 | 2009 | 2008 | 2007 | ||||||||||||||||
Number of FelCor Hotels | 73 | 80 | 83 | 85 | 83 | |||||||||||||||
Occupancy: | ||||||||||||||||||||
FelCor hotels(a) | 72.0 | % | 70.5 | % | 66.2 | % | 70.9 | % | 70.4 | % | ||||||||||
All Upscale U.S. hotels(b) | 61.4 | 58.9 | 56.4 | 62.0 | 64.8 | |||||||||||||||
All Midprice U.S. hotels(c) | 56.3 | 53.8 | 51.9 | 57.6 | 60.4 | |||||||||||||||
All U.S. hotels | 60.1 | 57.6 | 55.1 | 60.4 | 63.2 | |||||||||||||||
ADR: | ||||||||||||||||||||
FelCor hotels(a) | $ | 128.68 | $ | 121.47 | $ | 123.23 | $ | 136.32 | $ | 134.21 | ||||||||||
All Upscale U.S. hotels(b) | 109.52 | 106.44 | 106.66 | 115.96 | 113.56 | |||||||||||||||
All Midprice U.S. hotels(c) | 81.00 | 78.33 | 78.12 | 84.21 | 82.18 | |||||||||||||||
All U.S. hotels | 101.64 | 98.08 | 97.51 | 106.55 | 103.64 | |||||||||||||||
RevPAR: | ||||||||||||||||||||
FelCor hotels(a) | $ | 92.68 | $ | 85.58 | $ | 81.62 | $ | 96.67 | $ | 94.48 | ||||||||||
All Upscale U.S. hotels(b) | 67.22 | 62.71 | 60.12 | 71.83 | 73.61 | |||||||||||||||
All Midprice U.S. hotels(c) | 45.57 | 42.16 | 40.58 | 48.48 | 49.68 | |||||||||||||||
All U.S. hotels | 61.06 | 56.47 | 53.71 | 64.37 | 65.50 |
(a) | This information is based on historical presentations. |
(b) | This category includes "upscale" hotels (hotels with ADRs in the 70th to 85th percentiles in their respective markets). |
(c) | This category includes “midprice” hotels (hotels with ADRs in the 40th to 70th percentiles in their respective markets). |
• | limit our ability to obtain additional financing for working capital, renovation, redevelopment and rebranding plans, acquisitions, debt service requirements and other purposes; |
• | limit our ability to refinance existing debt; |
• | limit our ability to pay dividends, invest in unconsolidated joint ventures, etc.; |
• | require us to agree to additional restrictions and limitations on our business operations and capital structure to obtain financing; |
• | increase our vulnerability to adverse economic and industry conditions, and to interest rate fluctuations; |
• | require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for capital expenditures, future business opportunities, paying dividends or other purposes; |
• | limit our flexibility to make, or react to, changes in our business and our industry; and |
• | place us at a competitive disadvantage, compared to our competitors that have less debt. |
• | General economic conditions, including, among others, unemployment, major bank failures, unsettled capital markets and sovereign debt uncertainty; |
• | changes in international, national, regional and local economic climate or real estate market conditions; |
• | changes in zoning laws; |
• | changes in traffic patterns and neighborhood characteristics; |
• | increases in assessed property taxes from changes in valuation or real estate tax rates; |
• | increases in the cost of property insurance; |
• | potential for uninsured or underinsured property losses; |
• | costly governmental regulations and fiscal policies; |
• | changes in tax laws; and |
• | other circumstances beyond our control. |
• | changes in business and leisure travel patterns; |
• | decreases in demand for hotel rooms; |
• | increases in lodging supply or competition, which may adversely affect demand at our hotels; |
• | the effect of geopolitical disturbances, including terrorist attacks and terror alerts, that reduce business and leisure travel; |
• | the attractiveness of our hotels to consumers relative to competing hotels; |
• | fluctuations in our revenue caused by the seasonal nature of the hotel industry; |
• | a downturn in the hotel industry; |
• | the threat or outbreak of a pandemic disease affecting the travel industry; |
• | increasing fuel costs and other travel expenses resulting in reductions of travel; and |
• | increased transportation security precautions affecting the travel industry. |
• | increases in operating expenses due to inflation; |
• | wage and benefit costs, including hotels that employ unionized labor; |
• | repair and maintenance expenses; |
• | gas and electricity costs; |
• | insurance costs including health, general liability and workers compensation; and |
• | other operating expenses. |
Brand | Hotels | Rooms | % of Total Rooms | 2011 Hotel EBITDA(a) (in thousands) | ||||||||||||||
Embassy Suites Hotels | 21 | 5,742 | 27 | $ | 79,965 | |||||||||||||
Holiday Inn | 9 | 3,119 | 14 | 32,530 | ||||||||||||||
Doubletree and Hilton | 5 | 1,206 | 6 | 15,345 | ||||||||||||||
Sheraton and Westin | 4 | 1,605 | 7 | 15,196 | ||||||||||||||
Renaissance and Marriott | 3 | 1,321 | 6 | 11,352 | ||||||||||||||
Fairmont | 1 | 383 | 2 | 5,698 | ||||||||||||||
Morgans/Royalton | 2 | 282 | 1 | — | ||||||||||||||
Total core hotels | 45 | 13,658 | 63 | 160,086 | ||||||||||||||
Non-strategic hotels | 30 | 7,920 | 37 | 65,406 | ||||||||||||||
Total | 75 | 21,578 | 100 | $ | 225,492 | |||||||||||||
Market | ||||||||||||||||||
San Francisco area | 4 | 1,637 | 8 | $ | 16,806 | |||||||||||||
Boston | 3 | 915 | 4 | 14,025 | ||||||||||||||
Los Angeles area | 3 | 677 | 3 | 13,725 | ||||||||||||||
South Florida | 3 | 923 | 4 | 13,111 | ||||||||||||||
Philadelphia | 2 | 729 | 3 | 8,804 | ||||||||||||||
Atlanta | 3 | 952 | 4 | 8,417 | ||||||||||||||
Myrtle Beach | 2 | 640 | 3 | 7,859 | ||||||||||||||
Dallas | 2 | 784 | 4 | 7,150 | ||||||||||||||
San Diego | 1 | 600 | 3 | 6,141 | ||||||||||||||
Orlando | 2 | 473 | 2 | 5,808 | ||||||||||||||
Other markets | 20 | 5,328 | 25 | 58,240 | ||||||||||||||
Total core hotels | 45 | 13,658 | 63 | 160,086 | ||||||||||||||
Non-strategic hotels | 30 | 7,920 | 37 | 65,406 | ||||||||||||||
Total | 75 | 21,578 | 100 | $ | 225,492 | |||||||||||||
Location | ||||||||||||||||||
Urban | 16 | 4,931 | 23 | $ | 60,988 | |||||||||||||
Airport | 10 | 3,267 | 15 | 35,564 | ||||||||||||||
Resort | 10 | 2,927 | 14 | 35,189 | ||||||||||||||
Suburban | 9 | 2,533 | 11 | 28,345 | ||||||||||||||
Total core hotels | 45 | 13,658 | 63 | 160,086 | ||||||||||||||
Non-strategic hotels | 30 | 7,920 | 37 | 65,406 | ||||||||||||||
Total | 75 | 21,578 | 100 | $ | 225,492 |
(a) | Hotel EBITDA is a non-GAAP financial measure. A detailed reconciliation and further discussion of Hotel EBITDA is contained in the “Non-GAAP Financial Measures” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of this Annual Report. We consider Hotel EBITDA as a same-store metric and current year acquisitions (Morgans/Royalton) are excluded from this metric. |
Occupancy (%) | |||||||||||
Year Ended December 31, | |||||||||||
2011 | 2010 | %Variance | |||||||||
Embassy Suites Hotels | 75.8 | 75.0 | 1.1 | ||||||||
Holiday Inn | 75.0 | 73.9 | 1.5 | ||||||||
Doubletree and Hilton | 67.9 | 69.8 | (2.7 | ) | |||||||
Sheraton and Westin | 65.7 | 66.4 | (1.1 | ) | |||||||
Renaissance and Marriott | 67.3 | 63.9 | 5.3 | ||||||||
Fairmont | 70.2 | 72.3 | (2.9 | ) | |||||||
Same-store core hotels (43) | 72.7 | 72.1 | 0.9 | ||||||||
Non-strategic hotels (30) | 70.9 | 69.0 | 2.7 | ||||||||
Total same-store hotels (73) | 72.0 | 70.9 | 1.5 | ||||||||
ADR ($) | |||||||||||
Year Ended December 31, | |||||||||||
2011 | 2010 | %Variance | |||||||||
Embassy Suites Hotels | 137.61 | 134.33 | 2.4 | ||||||||
Holiday Inn | 131.27 | 123.38 | 6.4 | ||||||||
Doubletree and Hilton | 130.20 | 123.31 | 5.6 | ||||||||
Sheraton and Westin | 111.81 | 106.62 | 4.9 | ||||||||
Renaissance and Marriott | 177.04 | 165.95 | 6.7 | ||||||||
Fairmont | 248.97 | 233.32 | 6.7 | ||||||||
Same-store core hotels (43) | 139.34 | 133.29 | 4.5 | ||||||||
Non-strategic hotels (30) | 110.23 | 108.26 | 1.8 | ||||||||
Total same-store hotels (73) | 128.68 | 124.23 | 3.6 | ||||||||
RevPAR ($) | |||||||||||
Year Ended December 31, | |||||||||||
2011 | 2010 | %Variance | |||||||||
Embassy Suites Hotels | 104.35 | 100.77 | 3.6 | ||||||||
Holiday Inn | 98.39 | 91.15 | 7.9 | ||||||||
Doubletree and Hilton | 88.42 | 86.05 | 2.8 | ||||||||
Sheraton and Westin | 73.47 | 70.82 | 3.7 | ||||||||
Renaissance and Marriott | 119.12 | 106.00 | 12.4 | ||||||||
Fairmont | 174.85 | 168.73 | 3.6 | ||||||||
Same-store core hotels (43) | 101.29 | 96.07 | 5.4 | ||||||||
Non-strategic hotels (30) | 78.13 | 74.71 | 4.6 | ||||||||
Total same-store hotels (73) | 92.68 | 88.12 | 5.2 |
Occupancy (%) | ||||||||||||
Year Ended December 31, | ||||||||||||
2011 | 2010 | %Variance | ||||||||||
San Francisco area | 79.9 | 77.1 | 3.7 | |||||||||
Boston | 77.1 | 77.5 | (0.5 | ) | ||||||||
Los Angeles area | 77.3 | 74.1 | 4.2 | |||||||||
South Florida | 78.0 | 77.7 | 0.4 | |||||||||
Philadelphia | 69.4 | 70.9 | (2.2 | ) | ||||||||
Atlanta | 73.3 | 75.0 | (2.2 | ) | ||||||||
Myrtle Beach | 59.7 | 61.0 | (2.0 | ) | ||||||||
Dallas | 64.1 | 61.5 | 4.1 | |||||||||
San Diego | 78.5 | 75.8 | 3.6 | |||||||||
Orlando | 83.5 | 82.9 | 0.7 | |||||||||
Other markets | 69.6 | 69.4 | 0.4 | |||||||||
Same-store core hotels (43) | 72.7 | 72.1 | 0.9 | |||||||||
Non-strategic hotels (30) | 70.9 | 69.0 | 2.7 | |||||||||
Total same-store hotels (73) | 72.0 | 70.9 | 1.5 | |||||||||
ADR ($) | ||||||||||||
Year Ended December 31, | ||||||||||||
2011 | 2010 | %Variance | ||||||||||
San Francisco area | 152.75 | 136.30 | 12.1 | |||||||||
Boston | 187.14 | 175.59 | 6.6 | |||||||||
Los Angeles area | 149.47 | 144.93 | 3.1 | |||||||||
South Florida | 141.29 | 141.81 | (0.4 | ) | ||||||||
Philadelphia | 135.80 | 125.56 | 8.2 | |||||||||
Atlanta | 104.83 | 104.55 | 0.3 | |||||||||
Myrtle Beach | 140.62 | 135.78 | 3.6 | |||||||||
Dallas | 108.32 | 107.11 | 1.1 | |||||||||
San Diego | 119.70 | 120.13 | (0.4 | ) | ||||||||
Orlando | 127.53 | 124.23 | 2.7 | |||||||||
Other markets | 138.46 | 133.28 | 3.9 | |||||||||
Same-store core hotels (43) | 139.34 | 133.29 | 4.5 | |||||||||
Non-strategic hotels (30) | 110.23 | 108.26 | 1.8 | |||||||||
Total same-store hotels (73) | 128.68 | 124.23 | 3.6 | |||||||||
RevPAR ($) | ||||||||||||
Year Ended December 31, | ||||||||||||
2011 | 2010 | %Variance | ||||||||||
San Francisco area | 122.05 | 105.04 | 16.2 | |||||||||
Boston | 144.25 | 136.06 | 6.0 | |||||||||
Los Angeles area | 115.49 | 107.43 | 7.5 | |||||||||
South Florida | 110.20 | 110.21 | — | |||||||||
Philadelphia | 94.21 | 89.03 | 5.8 | |||||||||
Atlanta | 76.83 | 78.38 | (2.0 | ) | ||||||||
Myrtle Beach | 84.01 | 82.81 | 1.4 | |||||||||
Dallas | 69.38 | 65.92 | 5.3 | |||||||||
San Diego | 94.00 | 91.10 | 3.2 | |||||||||
Orlando | 106.46 | 102.93 | 3.4 | |||||||||
Other markets | 96.40 | 92.46 | 4.3 | |||||||||
Same-store core hotels (43) | 101.29 | 96.07 | 5.4 | |||||||||
Non-strategic hotels (30) | 78.13 | 74.71 | 4.6 | |||||||||
Total same-store hotels (73) | 92.68 | 88.12 | 5.2 |
Same-store Hotels | Brand | State | Rooms | % Owned | (a) | |||
Birmingham | Embassy Suites Hotel | AL | 242 | |||||
Phoenix – Biltmore | Embassy Suites Hotel | AZ | 232 | |||||
Phoenix– Crescent(b) | Sheraton | AZ | 342 | |||||
Anaheim – North(b) | Embassy Suites Hotel | CA | 222 | |||||
Dana Point – Doheny Beach | Doubletree Guest Suites | CA | 196 | |||||
Indian Wells – Esmeralda Resort & Spa | Renaissance Resort | CA | 560 | |||||
Los Angeles – International Airport/South | Embassy Suites Hotel | CA | 349 | |||||
Milpitas – Silicon Valley | Embassy Suites Hotel | CA | 266 | |||||
Napa Valley | Embassy Suites Hotel | CA | 205 | |||||
Oxnard – Mandalay Beach – Hotel & Resort | Embassy Suites Hotel | CA | 248 | |||||
San Diego – On the Bay | Holiday Inn | CA | 600 | |||||
San Francisco – Airport/Waterfront | Embassy Suites Hotel | CA | 340 | |||||
San Francisco – Airport/South San Francisco | Embassy Suites Hotel | CA | 312 | |||||
San Francisco – Fisherman’s Wharf | Holiday Inn | CA | 585 | |||||
San Francisco – Union Square | Marriott | CA | 400 | |||||
San Rafael – Marin County | Embassy Suites Hotel | CA | 235 | 50% | ||||
Santa Barbara – Goleta | Holiday Inn | CA | 160 | |||||
Santa Monica Beach – at the Pier | Holiday Inn | CA | 132 | |||||
Wilmington(b) | Doubletree | DE | 244 | 90% | ||||
Boca Raton(b) | Embassy Suites Hotel | FL | 263 | |||||
Deerfield Beach – Resort & Spa | Embassy Suites Hotel | FL | 244 | |||||
Ft. Lauderdale – 17th Street | Embassy Suites Hotel | FL | 361 | |||||
Ft. Lauderdale – Cypress Creek(b) | Sheraton Suites | FL | 253 | |||||
Jacksonville – Baymeadows(b) | Embassy Suites Hotel | FL | 277 | |||||
Miami – International Airport | Embassy Suites Hotel | FL | 318 | |||||
Orlando – International Airport(b) | Holiday Inn | FL | 288 | |||||
Orlando – International Drive South/Convention | Embassy Suites Hotel | FL | 244 | |||||
Orlando – Walt Disney World Resort | Doubletree Guest Suites | FL | 229 | |||||
St. Petersburg – Vinoy Resort & Golf Club | Renaissance Resort | FL | 361 | |||||
Tampa – Tampa Bay(b) | Doubletree Guest Suites | FL | 203 | |||||
Atlanta – Airport(b) | Embassy Suites Hotel | GA | 232 | |||||
Atlanta – Buckhead | Embassy Suites Hotel | GA | 316 | |||||
Atlanta – Galleria(b) | Sheraton Suites | GA | 278 | |||||
Atlanta – Gateway – Atlanta Airport | Sheraton | GA | 395 | |||||
Atlanta – Perimeter Center | Embassy Suites Hotel | GA | 241 | 50% | ||||
Chicago – Lombard/Oak Brook | Embassy Suites Hotel | IL | 262 | 50% | ||||
Indianapolis – North | Embassy Suites Hotel | IN | 221 | 82% | ||||
Kansas City – Overland Park | Embassy Suites Hotel | KS | 199 | 50% | ||||
Baton Rouge | Embassy Suites Hotel | LA | 223 | |||||
New Orleans – Convention Center(b) | Embassy Suites Hotel | LA | 370 | |||||
New Orleans – French Quarter | Holiday Inn | LA | 374 | |||||
Boston – at Beacon Hill | Holiday Inn | MA | 303 | |||||
Boston – Copley Plaza | Fairmont | MA | 383 |
Same-store Hotels | Brand | State | Rooms | % Owned | (a) | |||||
Boston – Marlborough | Embassy Suites Hotel | MA | 229 | |||||||
Baltimore – at BWI Airport | Embassy Suites Hotel | MD | 251 | 90 | % | |||||
Bloomington | Embassy Suites Hotel | MN | 218 | |||||||
Minneapolis – Airport | Embassy Suites Hotel | MN | 310 | |||||||
St. Paul – Downtown(b) | Embassy Suites Hotel | MN | 208 | |||||||
Kansas City – Plaza | Embassy Suites Hotel | MO | 266 | 50 | % | |||||
Charlotte | Embassy Suites Hotel | NC | 274 | 50 | % | |||||
Charlotte – SouthPark | Doubletree Guest Suites | NC | 208 | |||||||
Raleigh/Durham(b) | Doubletree Guest Suites | NC | 203 | |||||||
Raleigh – Crabtree | Embassy Suites Hotel | NC | 225 | 50 | % | |||||
Parsippany | Embassy Suites Hotel | NJ | 274 | 50 | % | |||||
Secaucus – Meadowlands | Embassy Suites Hotel | NJ | 261 | 50 | % | |||||
Toronto – Airport(b) | Holiday Inn | Ontario | 446 | |||||||
Philadelphia – Historic District | Holiday Inn | PA | 364 | |||||||
Philadelphia – Society Hill | Sheraton | PA | 365 | |||||||
Pittsburgh – at University Center (Oakland) | Holiday Inn | PA | 251 | |||||||
Charleston – The Mills House Hotel | Holiday Inn | SC | 214 | |||||||
Myrtle Beach – Oceanfront Resort | Embassy Suites Hotel | SC | 255 | |||||||
Myrtle Beach Resort | Hilton | SC | 385 | |||||||
Nashville – Airport – Opryland Area(b) | Embassy Suites Hotel | TN | 296 | |||||||
Nashville – Opryland – Airport (Briley Parkway) | Holiday Inn | TN | 383 | |||||||
Austin | Doubletree Guest Suites | TX | 188 | 90 | % | |||||
Austin – Central | Embassy Suites Hotel | TX | 260 | 50 | % | |||||
Dallas – Love Field | Embassy Suites Hotel | TX | 248 | |||||||
Dallas – Park Central | Westin | TX | 536 | 60 | % | |||||
Houston – Medical Center | Holiday Inn | TX | 287 | |||||||
San Antonio – International Airport | Embassy Suites Hotel | TX | 261 | 50 | % | |||||
San Antonio – International Airport(b) | Holiday Inn | TX | 397 | |||||||
San Antonio – NW I-10 | Embassy Suites Hotel | TX | 216 | 50 | % | |||||
Burlington Hotel & Conference Center | Sheraton | VT | 309 | |||||||
Hotels Acquired in 2011 | ||||||||||
Morgans | Independent | NY | 114 | |||||||
Royalton | Independent | NY | 168 | |||||||
Unconsolidated Hotel | ||||||||||
New Orleans – French Quarter (Chateau LeMoyne) | Holiday Inn | LA | 171 | 50% |
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
Base fees | $ | 26,508 | $ | 24,666 | $ | 24,188 | ||||||
Incentive fees | 1,818 | 1,136 | 769 | |||||||||
Total management fees | $ | 28,326 | $ | 25,802 | $ | 24,957 |
Number of Management Agreements Expiring | ||||||||||||
Manager | 2014 | 2015 | Thereafter | |||||||||
Hilton | 5 | 5 | 37 | |||||||||
IHG | — | — | 14 | |||||||||
Starwood | — | — | 7 | |||||||||
Marriott | — | — | 3 | |||||||||
Morgans | — | — | 2 | |||||||||
Fairmont | — | — | 1 | |||||||||
Other | — | 1 | — | |||||||||
Total | 5 | 6 | 64 |
High | Low | Dividends Declared Per Share | |||||||||
2011 | |||||||||||
First quarter | $ | 8.31 | $ | 5.76 | $ | — | |||||
Second quarter | 6.68 | 5.08 | — | ||||||||
Third quarter | 6.06 | 2.01 | — | ||||||||
Fourth quarter | 3.49 | 1.91 | — | ||||||||
2010 | |||||||||||
First quarter | $ | 6.42 | $ | 3.49 | $ | — | |||||
Second quarter | 8.99 | 4.95 | — | ||||||||
Third quarter | 6.16 | 3.91 | — | ||||||||
Fourth quarter | 7.48 | 4.53 | — |
Plan category | Number of shares to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights | Number of shares remaining available for future issuance | |||||||
Equity compensation plan approved by security holders | 657,754 | $ | — | 3,287,856 |
Year Ended December 31, | ||||||||||||||||||||
2011 | 2010 | 2009 | 2008 | 2007 | ||||||||||||||||
Statement of Operations Data:(a) | ||||||||||||||||||||
Total revenues | $ | 946 | $ | 863 | $ | 812 | $ | 981 | $ | 868 | ||||||||||
Income (loss) from continuing operations(b) | (134 | ) | (173 | ) | (96 | ) | (44 | ) | 50 | |||||||||||
Diluted earnings per share/unit: | ||||||||||||||||||||
FelCor - Income (loss) from continuing operations | $ | (1.46 | ) | $ | (2.61 | ) | $ | (2.12 | ) | $ | (1.35 | ) | $ | 0.19 | ||||||
FelCor LP - Income (loss) from continuing operations | (1.46 | ) | (2.61 | ) | (2.12 | ) | (1.34 | ) | 0.19 | |||||||||||
Other Data: | ||||||||||||||||||||
Cash distributions declared per common share/unit(c) | $ | — | $ | — | $ | — | $ | 0.85 | $ | 1.20 | ||||||||||
Adjusted FFO per share/unit(d) | $ | 0.14 | $ | (0.09 | ) | $ | 0.39 | $ | 1.99 | $ | 2.17 | |||||||||
Adjusted EBITDA(d) | 203 | 188 | 179 | 276 | 285 | |||||||||||||||
Cash flows provided by operating activities | 46 | 59 | 73 | 153 | 137 | |||||||||||||||
Balance Sheet Data (at end of period): | ||||||||||||||||||||
Total assets | $ | 2,403 | $ | 2,359 | $ | 2,626 | $ | 2,512 | $ | 2,684 | ||||||||||
Total debt, net of discount | 1,596 | 1,548 | 1,773 | 1,552 | 1,476 | |||||||||||||||
FelCor's redeemable noncontrolling interests in FelCor LP at redemption value | 3 | 2 | 1 | 1 | 21 |
(a) | All years presented have been adjusted to reflect hotels no longer owned as discontinued operations. |
(b) | Included in income (loss) from continuing operations are the following amounts (in millions): |
Year Ended December 31, | ||||||||||||||||||||
2011 | 2010 | 2009 | 2008 | 2007 | ||||||||||||||||
Impairment loss | $ | (7 | ) | $ | (106 | ) | $ | — | $ | (38 | ) | $ | — | |||||||
Impairment loss on unconsolidated hotels | — | — | (2 | ) | (13 | ) | — | |||||||||||||
Debt extinguishment | (24 | ) | 44 | (2 | ) | — | — | |||||||||||||
Gain on sale of condominiums | — | — | — | — | 19 |
(c) | FelCor suspended payment of its common dividend in December 2008 and its preferred dividends in March 2009 in light of the deepening recession and dysfunctional capital markets, and the attendant impact on our industry and us. In January 2011, FelCor reinstated our current quarterly preferred dividends and paid current quarterly preferred dividends for each quarter in 2011. Funds used by FelCor to pay common or preferred dividends are provided through distributions from FelCor LP. FelCor's Board of Directors will determine the amount of future common and preferred dividends for each quarter, if any, based upon various factors including operating results, economic conditions, other operating trends, our financial condition and capital requirements, as well as the minimum REIT distribution requirements. Unpaid preferred dividends must be paid in full prior to payment of any common dividends. |
(d) | A more detailed description and computation of Adjusted FFO per share and Adjusted EBITDA is contained in the “Non-GAAP Financial Measures” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7. |
• | We sold nine hotels since December 2010 (out of 15 hotels initially brought to market in late 2010) for total gross proceeds of $222 million (our pro rata share was $180 million). We used $80 million of those proceeds to repay indebtedness secured by four of those hotels and the remainder to repay other indebtedness. |
• | We also completed several other balance sheet initiatives during 2011: |
• | Established a $225 million secured line of credit (we had no borrowings under the line at December 31, 2011, and the full $225 million is available for general corporate purposes). |
• | Issued $525 million of 6.75% senior secured notes due 2019 and used the net proceeds to repay existing higher-cost debt (including the remaining $46 million of outstanding 9.0% senior notes due 2011), repay the $145 million balance on our line of credit and fund our $140 million purchase of Royalton and Morgans. |
• | Sold 27.6 million shares of common stock in an underwritten public offering and used the net proceeds to redeem $144 million (of face value) of our 10% senior secured notes due 2014. |
• | Extended a maturing mortgage loan for up to two years. The loan now bears an average interest rate of LIBOR plus 2.2% and is prepayable at any time, in whole or in part, with no penalty. At the same time, we repaid $20 million of the principal balance, reducing the outstanding balance to $158 million. |
• | In May 2011, we acquired two midtown Manhattan hotels, Royalton and Morgans. |
• | In December 2011, we acquired and commenced redevelopment of the four-plus star Knickerbocker Hotel in Times Square. |
Year Ended December 31, | ||||||||||||||||||
2011 | 2010 | % Change 2011-10 | 2009 | % Change 2010-09 | ||||||||||||||
RevPAR | $ | 92.68 | $ | 88.12 | 5.2 | % | $ | 84.50 | 4.3 | % | ||||||||
Hotel EBITDA(a) | 225 | 206 | 9.2 | % | 197 | 4.6 | % | |||||||||||
Hotel EBITDA margin(a) | 24.4 | % | 23.3 | % | 5.0 | % | 23.3 | % | — | % | ||||||||
Loss from continuing operations(b) | (134 | ) | (173 | ) | 22.5 | % | (96 | ) | (80.2 | )% |
(a) | Hotel EBITDA and Hotel EBITDA margin are non-GAAP financial measures. A discussion of the use, limitations and importance of these non-GAAP financial measures and detailed reconciliations to the most comparable GAAP measure are found elsewhere in Management’s Discussion and Analysis of Financial Condition and Results of Operations under the section “Non-GAAP Financial Measures.” |
(b) | The following amounts are included in loss from continuing operations (in millions): |
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
Impairment loss | $ | (7 | ) | $ | (106 | ) | $ | — | ||||
Impairment loss on unconsolidated hotels | — | — | (2 | ) | ||||||||
Debt extinguishment | (24 | ) | 44 | (2 | ) |
• | Total revenue was $946.0 million, a 9.6% increase compared to 2010. The increase principally reflects a 5.2% increase in same-store RevPAR (5.4% at our core hotels and 4.6% at our non-strategic hotels), which was driven by a 3.6% increase in ADR and a 1.5% increase in occupancy, as well as $45.9 million in incremental revenue from our recently-acquired hotels (the Fairmont Copley Plaza, acquired in August 2010, and Royalton and Morgans, acquired in May 2011). |
• | Hotel departmental expenses increased $33.9 million, compared to 2010, reflecting improved occupancy and $23.4 million of incremental hotel departmental expense from our recently acquired hotels. As a percentage of total revenue, hotel departmental expenses increased from 36.1% to 36.5% compared to 2010. This change is primarily due to the mix and nature of the business at the Fairmont Copley Plaza, which has significant food and beverage revenue. Food and beverage expenses are generally much higher as a percent of revenue than room expenses. |
• | Other property related costs increased $21.7 million, due to a combination of improved occupancy and $12.5 million of incremental other property-related costs from our recently-acquired hotels. As a percentage of total revenue, other property related costs remained essentially unchanged, compared to 2010. |
• | Management and franchise fees increased $3.0 million, compared to 2010, due to higher revenues (which serve as the basis for determining such fees) and $766,000 in fees with respect of our recently-acquired hotels. As a percent of total revenue, management and franchise fees remained essentially unchanged, compared to 2010. |
• | Taxes, insurance and lease expenses increased $2.7 million compared to 2010. As a percentage of total revenue, taxes, insurance and lease expense improved from 10.2% in 2010 to 9.6% in 2011. This trend reflects favorable property tax settlements and improved liability claims experience, and was partially offset by $3.4 million of incremental expenses at our recently-acquired hotels. |
• | Corporate expenses decreased $1.7 million and decreased as a percentage of total revenue from 3.6% to 3.1%. This decrease is primarily attributed to the decrease in corporate bonus expense. |
• | Depreciation and amortization expense decreased $274,000 compared to the same period in 2010. Our asset values, the basis from which we calculate depreciation, declined between 2010 and 2011 as result of hotel sales and impairment charges. Our same-store depreciation expense declined from 2010 to 2011, but this decline was offset by $3.6 million of depreciation expense related to our recently-acquired hotels. As a percent of total revenue, depreciation and amortization expense decreased to 14.1% in 2011 compared to 15.5% for the same period in 2010. |
• | Impairment charges. From 2010-11, we identified 30 hotels (included in our consolidated investment in hotels) as non-strategic. We recorded $7.0 million of incremental impairment charges in 2011 relating to two of these non-strategic hotels that we are currently marketing for sale. The charges were based on revised estimated fair values obtained through the marketing process that were lower than the net book values for these hotels. We recorded $106.4 million of impairment charges from continuing operations in 2010, relating to 11 of the non-strategic hotels (22 of the 30 hotels identified as non-strategic remain in continuing operations). |
• | Net interest expense decreased $4.6 million compared to the same period in 2010, primarily reflecting our lower average debt. |
• | Extinguishment of debt. During 2011, we redeemed $144 million of our 10% senior notes due in October 2014 and recognized a $27.4 million debt extinguishment charge related to prepayment premium and the write-off of a pro rata portion of the debt discount and deferred loan costs, all of which was partially offset by a $3.7 million extinguishment gain when we refinanced a separate mortgage loan. In June 2010, we repaid $177 million of debt, secured by two hotels, for $130 million, and recorded a related $46.1 million gain on extinguishment of debt. |
• | Equity in income of unconsolidated entities was a loss of $2.1 million compared to $16.9 million of income in 2010. In 2010, we had a $20.5 million gain from the sale of our interest in an unconsolidated entity (which owned the Sheraton Premiere hotel in Tysons Corner, Virginia). |
• | Discontinued operations consists of eight hotels sold in 2011, one hotel sold in 2010, and two hotels transferred to a lender in satisfaction of debt in 2010. In 2011, we recorded $4.7 million of gains from the sale of hotels and $6.2 million of impairment charges. In 2010, we recorded impairment charges on discontinued hotels of: (i) $46.2 million related to our 2010 decision to sell 29 hotels included in our consolidated investment in hotels (8 of these hotels are in discontinued operations, 5 of which were impaired in 2010) and (ii) $21.1 million related to our 2010 decision to return two hotels to their respective lenders in full satisfaction of the related debt. These charges were partially offset by a $15.2 million gain from debt extinguishment related to the two hotels transferred to lenders in satisfaction of debt. |
• | Total revenue was $863.0 million, a 6.3% increase compared to 2009. The increase principally reflects a 4.3% increase in same-store RevPAR, which was driven by a 5.9% increase in occupancy partially offset by a 1.5% decrease in ADR. The Fairmont Copley Plaza, which we acquired in August 2010, contributed $16.8 million. |
• | Hotel departmental expenses increased $21.2 million (7.3%) compared to 2009, reflecting improved occupancy and $7.8 million of expenses at the Fairmont Copley Plaza. As a percentage of total revenue, hotel departmental expenses increased from 35.8% to 36.1% compared to 2009. This change is primarily due to the mix and nature of the business at the Fairmont Copley Plaza, which has significant food and beverage revenue. Food and beverage expenses are generally much higher as a percent of revenue than room expenses. |
• | Other property related costs increased $14.8 million, reflecting improved occupancy and $3.9 million of costs from the Fairmont Copley Plaza. As a percentage of total revenue, other property related costs remained essentially unchanged, compared to 2009. |
• | Management and franchise fees increased $1.5 million, compared to 2009, due to higher revenues (which serve as the basis for determining such fees) and $505,000 in fees with respect of the Fairmont Copley Plaza. As a percent of total revenue, management and franchise fees remained essentially unchanged, compared to 2009. |
• | Taxes, insurance and lease expenses increased $3.7 million compared to 2009. The Fairmont Copley Plaza added $1.2 million of taxes, insurance and lease expense in 2010. As a percentage of total revenue, taxes, insurance and lease expense decreased from 10.4% in 2009 to 10.2% in 2010, reflecting improved property insurance costs and changes in franchise tax filing status. |
• | Corporate expenses increased $6.5 million and increased as a percentage of total revenue from 3.0% to 3.6%. This increase primarily reflects a temporary change in our long-term compensation program and increased corporate bonus accruals. Because of the impact of the recession on the trading price of our common stock, our Board of Directors determined that issuing restricted stock at exceptionally low trading prices would be unduly dilutive to our stockholders. In lieu of issuing restricted stock, restricted cash with which grantees could (and did) purchase stock, was granted. Because those grants were subject to payroll tax withholding, amounts withheld were recognized as an expense in the first quarter of 2010, rather than expensed over the normal three-year vesting period. The increase in bonus expense is attributed to a higher bonus earned, based on the actual performance and the structure of our incentive compensation plan, compared to 2009. |
• | Depreciation and amortization expense increased $1.8 million, compared to 2009, primarily attributable to depreciation on $38.9 million and $75.9 million of consolidated hotel capital assets placed in service in 2010 and 2009, respectively. |
• | Impairment charge. During 2010, we identified 29 hotels (included in our consolidated investment in hotels) as non-strategic. Related to this decision, we recorded $106.4 million of impairment charges from continuing operations in 2010, relating to 11 of these hotels (21 of the 29 hotels identified as non-strategic in 2010 remain in continuing operations). |
• | Net interest expense increased $39.9 million compared to 2009, largely attributable to our Senior Notes, which were issued in October 2009. These notes bear interest at a higher rate than the notes they refinanced. |
• | Debt extinguishment. We repaid $177 million of secured debt for $130 million and recorded a corresponding $46.1 million gain on extinguishment of debt. This gain was partially offset by losses from retirement of $40.3 million of our senior notes due June 2011. In 2009, we retired $428 million of senior notes maturing in 2011 and terminated our line of credit. We incurred a $1.7 million charge associated with these transactions. |
• | Equity in income of unconsolidated entities was $16.9 million compared to a $4.8 million loss in 2009. In 2010, we had a $20.5 million gain from the sale of our interest in an unconsolidated entity (which owned the Sheraton Premiere hotel in Tysons Corner, Virginia). |
• | Discontinued operations primarily reflects a $67.3 million impairment charge and $15.2 million gain from debt extinguishment related to five sold hotels and two hotels transferred to lenders in full satisfaction of the related debt in 2010. Discontinued operations in 2009 primarily consisted of: (i) a $1.8 million adjustment to gains on sale (resulting from a change in the federal tax law that allowed recovery of previously paid alternative minimum taxes on gains from hotel sales in 2006 and 2007); (ii) the following items related to two hotels sold in December 2009: a $3.4 million impairment loss and a $911,000 loss on sale (primarily related to selling costs); and (iii) $10.2 million of 2009 operating losses and interest expense related to hotels placed in discontinued operations in 2011, 2010 and 2009. |
Year Ended December 31, | ||||||||||||||||||||||||||||||||
2011 | 2010 | 2009 | ||||||||||||||||||||||||||||||
Dollars | Shares | Per Share Amount | Dollars | Shares | Per Share Amount | Dollars | Shares | Per Share Amount | ||||||||||||||||||||||||
Net loss | $ | (130,895 | ) | $ | (225,837 | ) | $ | (109,091 | ) | |||||||||||||||||||||||
Noncontrolling interests | 1,041 | 2,796 | 969 | |||||||||||||||||||||||||||||
Preferred dividends | (38,713 | ) | (38,713 | ) | (38,713 | ) | ||||||||||||||||||||||||||
Numerator for basic and diluted loss attributable to common stockholders | (168,567 | ) | 117,068 | $ | (1.44 | ) | (261,754 | ) | 80,611 | $ | (3.25 | ) | (146,835 | ) | 63,114 | $ | (2.33 | ) | ||||||||||||||
Depreciation and amortization | 133,119 | — | 1.14 | 133,393 | — | 1.65 | 131,555 | — | 2.08 | |||||||||||||||||||||||
Depreciation, discontinued operations and unconsolidated entities | 18,249 | — | 0.16 | 28,833 | — | 0.35 | 33,094 | — | 0.52 | |||||||||||||||||||||||
Gain on involuntary conversion | (280 | ) | — | — | — | — | — | — | — | — | ||||||||||||||||||||||
Impairment loss | 7,003 | — | 0.06 | 106,421 | — | 1.32 | — | — | — | |||||||||||||||||||||||
Impairment loss, discontinued operations and unconsolidated entities | 6,247 | — | 0.05 | 66,555 | — | 0.83 | 5,516 | — | 0.09 | |||||||||||||||||||||||
Gain on sale of hotels | (4,714 | ) | — | (0.04 | ) | — | — | — | (910 | ) | — | (0.01 | ) | |||||||||||||||||||
Gain on sale of unconsolidated entities | — | — | — | (21,103 | ) | — | (0.26 | ) | — | — | — | |||||||||||||||||||||
Noncontrolling interests in FelCor LP | (689 | ) | 499 | (0.01 | ) | (881 | ) | 294 | (0.01 | ) | (672 | ) | 296 | (0.01 | ) | |||||||||||||||||
Unvested restricted stock | — | — | — | — | 505 | — | — | 331 | — | |||||||||||||||||||||||
FFO | (9,632 | ) | 117,567 | (0.08 | ) | 51,464 | 81,410 | 0.63 | 21,748 | 63,741 | 0.34 | |||||||||||||||||||||
Acquisition costs | 1,479 | — | 0.01 | 449 | — | 0.01 | — | — | — | |||||||||||||||||||||||
Extinguishment of debt | 24,381 | — | 0.21 | (59,465 | ) | — | (0.73 | ) | 1,721 | — | 0.02 | |||||||||||||||||||||
Conversion costs | — | — | — | — | — | — | 447 | — | 0.01 | |||||||||||||||||||||||
Severance costs | — | — | — | — | — | — | 612 | — | 0.01 | |||||||||||||||||||||||
Lease termination costs | — | — | — | — | — | — | 469 | — | 0.01 | |||||||||||||||||||||||
Unvested restricted stock | — | 175 | — | — | (505 | ) | — | — | — | — | ||||||||||||||||||||||
Adjusted FFO | $ | 16,228 | 117,742 | $ | 0.14 | $ | (7,552 | ) | 80,905 | $ | (0.09 | ) | $ | 24,997 | 63,741 | $ | 0.39 |
Year Ended December 31, | |||||||||||||||||||||
2008 | 2007 | ||||||||||||||||||||
Dollars | Shares | Per Share Amount | Dollars | Shares | Per Share Amount | ||||||||||||||||
Net income (loss) | $ | (120,487 | ) | $ | 89,824 | ||||||||||||||||
Noncontrolling interests | 1,242 | (785 | ) | ||||||||||||||||||
Preferred dividends | (38,713 | ) | (38,713 | ) | |||||||||||||||||
Net income (loss) attributable to FelCor common stockholders | (157,958 | ) | 50,326 | ||||||||||||||||||
Less: Dividends declared on unvested restricted stock | (1,041 | ) | (1,011 | ) | |||||||||||||||||
Numerator for basic and diluted loss attributable to common stockholders | (158,999 | ) | 61,979 | $ | (2.57 | ) | 49,315 | 61,600 | $ | 0.80 | |||||||||||
Depreciation and amortization | 122,007 | — | 1.97 | 93,479 | — | 1.52 | |||||||||||||||
Depreciation, discontinued operations and unconsolidated entities | 33,824 | — | 0.55 | 29,343 | — | 0.48 | |||||||||||||||
Gain on involuntary conversion | (3,095 | ) | — | (0.05 | ) | — | — | — | |||||||||||||
Impairment loss | 38,455 | — | 0.62 | — | — | — | |||||||||||||||
Impairment loss, discontinued operations and unconsolidated entities | 82,204 | — | 1.33 | — | — | — | |||||||||||||||
Gain on sale of hotels | (1,193 | ) | — | (0.02 | ) | (27,330 | ) | — | (0.44 | ) | |||||||||||
Gain on sale of unconsolidated entities | — | — | — | (10,993 | ) | — | (0.18 | ) | |||||||||||||
Noncontrolling interests in FelCor LP | (2,433 | ) | 1,199 | (0.08 | ) | 1,094 | 1,354 | (0.04 | ) | ||||||||||||
Dividends declared on unvested restricted stock | 1,041 | — | 0.02 | 1,011 | — | 0.02 | |||||||||||||||
Unvested restricted stock | — | 98 | — | — | 297 | (0.01 | ) | ||||||||||||||
FFO | 111,811 | 63,276 | 1.77 | 135,919 | 63,251 | 2.15 | |||||||||||||||
Extinguishment of debt | — | — | — | 811 | — | 0.01 | |||||||||||||||
Hurricane loss | 934 | — | 0.02 | — | — | — | |||||||||||||||
Hurricane loss, discontinued operations and unconsolidated entities | 785 | — | 0.01 | — | — | — | |||||||||||||||
Conversion costs | 507 | — | 0.01 | 491 | — | 0.01 | |||||||||||||||
Severance costs | 850 | — | 0.01 | — | — | — | |||||||||||||||
Liquidated damages, discontinued operations | 11,060 | — | 0.17 | — | — | — | |||||||||||||||
Abandoned projects | — | — | — | 22 | — | — | |||||||||||||||
Adjusted FFO | $ | 125,947 | 63,276 | $ | 1.99 | $ | 137,243 | 63,251 | $ | 2.17 |
Year Ended December 31, | |||||||||||||||||||
2011 | 2010 | 2009 | 2008 | 2007 | |||||||||||||||
Net income (loss) | $ | (130,895 | ) | $ | (225,837 | ) | $ | (109,091 | ) | $ | (120,487 | ) | $ | 89,824 | |||||
Depreciation and amortization | 133,119 | 133,393 | 131,555 | 122,007 | 93,479 | ||||||||||||||
Depreciation, discontinued operations and unconsolidated entities | 18,249 | 28,833 | 33,094 | 33,824 | 29,343 | ||||||||||||||
Interest expense | 135,141 | 139,853 | 100,260 | 92,746 | 89,654 | ||||||||||||||
Interest expense, discontinued operations and unconsolidated entities | 5,409 | 9,656 | 9,801 | 13,902 | 15,262 | ||||||||||||||
Amortization of stock compensation | 7,170 | 7,445 | 5,165 | 4,451 | 4,255 | ||||||||||||||
Noncontrolling interests in other partnerships | 352 | 1,915 | 297 | (1,191 | ) | 309 | |||||||||||||
EBITDA | 168,545 | 95,258 | 171,081 | 145,252 | 322,126 | ||||||||||||||
Impairment loss | 7,003 | 106,421 | — | 38,455 | — | ||||||||||||||
Impairment loss, discontinued operations and unconsolidated entities | 6,247 | 66,555 | 5,516 | 82,204 | — | ||||||||||||||
Hurricane loss | — | — | — | 934 | — | ||||||||||||||
Hurricane loss, discontinued operations and unconsolidated entities | — | — | — | 785 | — | ||||||||||||||
Extinguishment of debt | 24,381 | (59,465 | ) | 1,721 | — | 811 | |||||||||||||
Conversion costs | — | — | 447 | 507 | 491 | ||||||||||||||
Acquisition costs | 1,479 | 449 | — | — | — | ||||||||||||||
Severance costs | — | — | 612 | 850 | — | ||||||||||||||
Liquidated damages, discontinued operations | — | — | — | 11,060 | — | ||||||||||||||
Lease termination costs | — | — | 469 | — | — | ||||||||||||||
Abandoned projects | — | — | — | — | 22 | ||||||||||||||
Gain on sale of hotels | (4,714 | ) | — | (910 | ) | (1,193 | ) | (27,330 | ) | ||||||||||
Gain on involuntary conversion | (280 | ) | — | — | (3,095 | ) | — | ||||||||||||
Gain on sale of unconsolidated entities | — | (21,103 | ) | — | — | (10,993 | ) | ||||||||||||
Adjusted EBITDA | $ | 202,661 | $ | 188,115 | $ | 178,936 | $ | 275,759 | $ | 285,127 |
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
Same-store operating revenue: | ||||||||||||
Room | $ | 720,251 | $ | 684,852 | $ | 656,700 | ||||||
Food and beverage | 149,150 | 143,428 | 137,579 | |||||||||
Other operating departments | 53,239 | 54,664 | 54,143 | |||||||||
Same-store operating revenue | 922,640 | 882,944 | 848,422 | |||||||||
Same-store operating expense: | ||||||||||||
Room | 170,060 | 163,150 | 154,060 | |||||||||
Food and beverage | 141,111 | 136,340 | 130,956 | |||||||||
Other operating departments | 24,876 | 25,044 | 24,981 | |||||||||
Other property related costs | 260,550 | 251,275 | 240,189 | |||||||||
Management and franchise fees | 43,154 | 40,787 | 39,756 | |||||||||
Taxes, insurance and lease expense | 57,397 | 60,823 | 61,008 | |||||||||
Same-store operating expense | 697,148 | 677,419 | 650,950 | |||||||||
Hotel EBITDA | $ | 225,492 | $ | 205,525 | $ | 197,472 | ||||||
Hotel EBITDA Margin | 24.4 | % | 23.3 | % | 23.3 | % |
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
Same-store operating revenue(a) | $ | 922,640 | $ | 882,944 | $ | 848,422 | ||||||
Other revenue | 2,949 | 3,174 | 2,843 | |||||||||
Revenue from acquired hotels | 20,403 | (23,109 | ) | (39,267 | ) | |||||||
Total revenue | 945,992 | 863,009 | 811,998 | |||||||||
Same-store operating expense(a) | 697,148 | 677,419 | 650,950 | |||||||||
Consolidated hotel lease expense(b) | 38,759 | 36,327 | 34,187 | |||||||||
Unconsolidated taxes, insurance and lease expense | (6,987 | ) | (6,630 | ) | (7,092 | ) | ||||||
Corporate expenses | 29,080 | 30,747 | 24,216 | |||||||||
Depreciation and amortization | 133,119 | 133,393 | 131,555 | |||||||||
Impairment loss | 7,003 | 106,421 | — | |||||||||
Acquired hotel expenses | 16,748 | (22,790 | ) | (34,903 | ) | |||||||
Other expenses | 4,017 | 3,280 | 4,007 | |||||||||
Total operating expenses | 918,887 | 958,167 | 802,920 | |||||||||
Operating income (loss) | $ | 27,105 | $ | (95,158 | ) | $ | 9,078 |
(a) | For same-store metrics, we have included the hotel acquired in August 2010 and excluded the two hotels acquired in May 2011 for all periods presented. |
(b) | Consolidated hotel lease expense represents the percentage lease expense of our 51% owned operating lessees. The offsetting percentage lease revenue is included in equity in income from unconsolidated entities. |
• | Gains and losses related to extinguishment of debt and interest rate swaps - We exclude gains and losses related to extinguishment of debt and interest rate swaps from FFO and EBITDA because we believe that it is not indicative of ongoing operating performance of our hotel assets. This also represents an acceleration of interest expense or a reduction of interest expense, and interest expense is excluded from EBITDA. |
• | Cumulative effect of a change in accounting principle - Infrequently, the Financial Accounting Standards Board promulgates new accounting standards that require the consolidated statements of operations to reflect the cumulative effect of a change in accounting principle. We exclude these one-time adjustments in computing Adjusted FFO and Adjusted EBITDA because they do not reflect our actual performance for that period. |
Encumbered Hotels | Interest Rate (%) | December 31, | ||||||||||||||||
Maturity Date | 2011 | 2010 | ||||||||||||||||
Line of credit (a) | 11 | L + 4.50 | August 2014(b) | $ | — | $ | — | |||||||||||
Hotel mortgage debt | ||||||||||||||||||
Mortgage debt | 8 | L + 5.10 | (c) | April 2015 | 202,982 | 212,000 | ||||||||||||
Mortgage debt | 9 | L + 2.20 | May 2013(d) | 156,398 | 250,000 | |||||||||||||
Mortgage debt | 7 | 9.02 | April 2014 | 109,044 | 113,220 | |||||||||||||
Mortgage debt | 5 | (e) | 6.66 | June - August 2014 | 67,375 | 69,206 | ||||||||||||
Mortgage debt | 1 | 5.81 | July 2016 | 10,876 | 11,321 | |||||||||||||
Senior notes | ||||||||||||||||||
Senior secured notes | 6 | 6.75 | June 2019 | 525,000 | — | |||||||||||||
Senior secured notes(f) | 11 | 10.00 | October 2014 | 459,931 | 582,821 | |||||||||||||
Other(g) | — | L + 1.50 | December 2012 | 64,860 | — | |||||||||||||
Retired debt | — | — | — | — | 309,741 | |||||||||||||
Total | 58 | $ | 1,596,466 | $ | 1,548,309 |
(a) | We currently have full availability under our $225 million line of credit. |
(b) | The line of credit can be extended for one year (to 2015), subject to satisfying certain conditions. |
(c) | LIBOR (for this loan) is subject to a 3% floor. We purchased an interest rate cap ($212 million notional amount) that caps LIBOR at 5.0% and expires May 2012. |
(d) | This loan can be extended for six months, subject to satisfying certain conditions. |
(e) | The hotels securing this debt are subject to separate loan agreements and are not cross-collateralized. |
(f) | These notes have $492 million in aggregate principal outstanding ($144 million in aggregate principal amount was redeemed in June 2011) and were initially sold at a discount that provided an effective yield of 12.875% before transaction costs. |
(g) | This loan is related to our Knickerbocker development project and is fully secured by restricted cash and a mortgage. Because we were able to assume an existing loan when we purchased this hotel, we were not required to pay any local mortgage recording tax. When that loan is transferred to a new lender and made part of our construction loan, we expect to only pay such tax to the extent of the incremental principal amount of the construction loan. |
Total | Less Than 1 Year | 1 – 3 Years | 4 – 5 Years | After 5 Years | ||||||||||||||||
Debt(a) | $ | 2,122,755 | $ | 215,110 | $ | 1,010,316 | $ | 286,688 | $ | 610,641 | ||||||||||
Operating leases | 321,152 | 27,549 | 11,514 | 11,566 | 270,523 | |||||||||||||||
Purchase obligations | 61,945 | 61,945 | — | — | — | |||||||||||||||
Accrued obligations on sold hotels | 5,434 | 5,434 | — | — | — | |||||||||||||||
Total contractual obligations | $ | 2,511,286 | $ | 310,038 | $ | 1,021,830 | $ | 298,254 | $ | 881,164 |
(a) | Our long-term debt consists of both secured and unsecured debt and includes both principal and interest. Interest expense for variable rate debt was calculated using the interest rate at December 31, 2011. |
• | We record an impairment charge when we believe that an investment in one or more of our hotels held for investment has been impaired, such that future undiscounted cash flows would not recover the book basis, or net book value, of the investment. We test for impairment when certain events occur, including one or more of the following: projected cash flows are significantly less than recent historical cash flows; significant changes in legal factors or actions by a regulator that could affect the value of our hotels; events that could cause changes or uncertainty in travel patterns; and a current expectation that, more likely than not, a hotel will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. In the evaluation of impairment of our hotels, and in establishing impairment charges, we make many assumptions and estimates on a hotel by hotel basis, which include the following: |
◦ | Annual cash flow growth rates for revenues and expenses; |
◦ | Holding periods; |
◦ | Expected remaining useful lives of assets; |
◦ | Estimates in fair values taking into consideration future cash flows, capitalization rates, discount rates and comparable selling prices; and |
◦ | Future capital expenditures. |
• | We record an impairment charge when one or more of our investments in unconsolidated subsidiaries experiences an other-than-temporary decline in fair value. Any decline in fair value that is not expected to be recovered in the next 12 months is considered other-than-temporary. We record an impairment in our equity-based investments as a reduction in the carrying value of the investment. Our estimates of fair values are based on future cash flow estimates, capitalization rates, discount rates and comparable selling prices. |
• | We capitalize interest and certain other costs, such as property taxes, land leases, property insurance and employee costs related to hotels undergoing major renovations and redevelopments. In 2011, 2010 and 2009, we capitalized $7.4 million, $5.8 million and $5.9 million, respectively, of such costs. We make estimates with regard to when components of the renovated asset or redevelopment project are taken out of service or placed in service when determining the appropriate amount and time to capitalize these costs. If these estimates are inaccurate, we could capitalize too much or too little with regard to a particular project. |
• | Depreciation expense is based on the estimated useful life of our assets, and amortization expense for leasehold improvements is the shorter of the lease term or the estimated useful life of the related assets. The lives of the assets are based on a number of assumptions including cost and timing of capital expenditures to maintain and refurbish the assets, as well as specific market and economic conditions. While we believe our estimates are reasonable, a change in the estimated lives could affect depreciation and amortization expense and net income (loss) or the gain or loss on the sale of any of our hotels. |
• | Investments in hotel properties are based on purchase price and allocated to land, property and equipment, identifiable intangible assets and assumed debt and other liabilities at fair value. Any remaining unallocated purchase price, if any, is treated as goodwill. Property and equipment are recorded at fair value based on current replacement cost for similar capacity and allocated to buildings, improvements, furniture, fixtures and equipment using appraisals and valuations prepared by management and/or independent third parties. Identifiable intangible assets (typically contracts including ground and retail leases and management and franchise agreements) are recorded at fair value, although no value is generally allocated to contracts which are at market terms. Above-market and below-market contract values are based on the present value of the difference between contractual amounts to be paid pursuant to the contracts acquired and our estimate of the fair value of contract rates for corresponding contracts measured over the period equal to the remaining non-cancelable term of the contract. Intangible assets are amortized using the straight-line method over the remaining non-cancelable term of the related agreements. In making estimates of fair values for purposes of allocating purchase price, we may utilize a number of sources such as those obtained in connection with the acquisition or financing of a property and other market data, including third-party appraisals and valuations. |
• | We make estimates with respect to contingent liabilities for losses covered by insurance. We record liabilities for self-insured losses under our insurance programs when it becomes probable that an asset has been impaired or a liability has been incurred at the date of our financial statements and the amount of the loss can be reasonably estimated. We are self-insured for the first $250,000, per occurrence, of our general liability claims with regard to 50 of our hotels. We review the adequacy of our reserves for our self-insured claims on a regular basis. Our reserves are intended to cover the estimated ultimate uninsured liability for losses with respect to reported and unreported claims incurred at the end of each accounting period. These reserves represent estimates at a given date, generally utilizing projections based on claims, historical settlement of claims and estimates of future costs to settle claims. Estimates are also required since there may be delays in reporting. Because establishment of insurance reserves is an inherently uncertain process involving estimates, currently established reserves may not be sufficient. If our insurance reserves of $2.7 million, at December 31, 2011, for general liability losses are insufficient, we will record an additional expense in future periods. Property and catastrophic losses are event-driven losses and, as such, until a loss occurs and the amount of loss can be reasonably estimated, no liability is recorded. We recorded no contingent liabilities with regard to property or catastrophic losses at December 31, 2011. |
• | Our Taxable REIT Subsidiaries, or TRSs, have cumulative potential future tax deductions totaling $351.4 million. The deferred income tax asset associated with these potential future tax deductions was $133.5 million. We recorded a 100% valuation allowance related to our TRSs net deferred tax asset, because of the uncertainty of realizing the asset’s benefit. The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. We have considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance. In the event we were to determine that we would be able to realize all or a portion of our deferred tax assets in the future, an adjustment to the deferred tax asset would increase operating income in the period such determination was made. |
December 31, 2011 | ||||||||||||||||||||||||||||||||
Expected Maturity Date | ||||||||||||||||||||||||||||||||
2012 | 2013 | 2014 | 2015 | 2016 | Thereafter | Total | Fair Value | |||||||||||||||||||||||||
Liabilities | (dollars in thousands) | |||||||||||||||||||||||||||||||
Fixed rate: | ||||||||||||||||||||||||||||||||
Debt | $ | 4,600 | $ | 4,981 | $ | 660,338 | $ | 564 | $ | 8,813 | $ | 525,000 | $ | 1,204,296 | $ | 1,253,180 | ||||||||||||||||
Average interest rate | 7.69 | % | 7.71 | % | 9.52 | % | 5.81 | % | 5.81 | % | 6.75 | % | 8.27 | % | ||||||||||||||||||
Floating rate: | ||||||||||||||||||||||||||||||||
Debt | 89,370 | 133,588 | 1,021 | 200,260 | — | — | 424,239 | 436,816 | ||||||||||||||||||||||||
Average interest rate(a) | 2.39 | % | 2.99 | % | 8.10 | % | 8.10 | % | — | — | 5.29 | % | ||||||||||||||||||||
Total debt | $ | 93,970 | $ | 138,569 | $ | 661,359 | $ | 200,824 | $ | 8,813 | $ | 525,000 | $ | 1,628,535 | ||||||||||||||||||
Average interest rate | 2.65 | % | 3.16 | % | 9.52 | % | 8.09 | % | 5.81 | % | 6.75 | % | 7.49 | % | ||||||||||||||||||
Net discount | (32,069 | ) | ||||||||||||||||||||||||||||||
Total debt | $ | 1,596,466 |
(a) | The average floating rate represents the implied forward rates in the yield curve at December 31, 2011. |
December 31, 2010 | ||||||||||||||||||||||||||||||||
Expected Maturity Date | ||||||||||||||||||||||||||||||||
2011 | 2012 | 2013 | 2014 | 2015 | Thereafter | Total | Fair Value | |||||||||||||||||||||||||
Liabilities | (dollars in thousands) | |||||||||||||||||||||||||||||||
Fixed rate: | ||||||||||||||||||||||||||||||||
Debt | $ | 60,191 | $ | 4,561 | $ | 32,708 | $ | 804,842 | $ | 563 | $ | 8,813 | $ | 911,678 | $ | 1,001,102 | ||||||||||||||||
Average interest rate | 8.54 | % | 7.68 | % | 8.61 | % | 9.61 | % | 5.81 | % | 5.81 | % | 9.45 | % | ||||||||||||||||||
Floating rate: | ||||||||||||||||||||||||||||||||
Debt | 478,966 | 1,832 | 1,986 | 2,153 | 204,887 | — | 689,824 | 676,725 | ||||||||||||||||||||||||
Average interest rate(a) | 3.36 | % | 8.10 | % | 8.10 | % | 8.16 | % | 8.16 | % | — | 4.83 | % | |||||||||||||||||||
Total debt | $ | 539,157 | $ | 6,393 | $ | 34,694 | $ | 806,995 | $ | 205,450 | $ | 8,813 | $ | 1,601,502 | ||||||||||||||||||
Average interest rate | 3.94 | % | 7.80 | % | 8.58 | % | 9.60 | % | 8.16 | % | 5.81 | % | 7.46 | % | ||||||||||||||||||
Net discount | (53,193 | ) | ||||||||||||||||||||||||||||||
Total debt | $ | 1,548,309 |
(a) | The average floating rate represents the implied forward rates in the yield curve at December 31, 2010. |
Report of Independent Registered Public Accounting Firm (FelCor Lodging Trust Incorporated) | |
Report of Independent Registered Public Accounting Firm (FelCor Lodging Limited Partnership) | |
FelCor Lodging Trust Incorporated Financial Statements: | |
Consolidated Balance Sheets — December 2011 and 2010 | |
Consolidated Statements of Operations for the years ended December 31, 2011, 2010 and 2009 | |
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2011, 2010 and 2009 | |
Consolidated Statements of Equity for the years ended December 31, 2011, 2010 and 2009 | |
Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009 | |
FelCor Lodging Limited Partnership Financial Statements: | |
Consolidated Balance Sheets — December 2011 and 2010 | |
Consolidated Statements of Operations for the years ended December 31, 2011, 2010 and 2009 | |
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2011, 2010 and 2009 | |
Consolidated Statements of Partners' Capital for the years ended December 31, 2011, 2010 and 2009 | |
Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009 | |
Notes to Consolidated Financial Statements | |
Schedule III — Real Estate and Accumulated Depreciation as of December 31, 2011 |
2011 | 2010 | ||||||
Assets | |||||||
Investment in hotels, net of accumulated depreciation of $987,895 and $982,564 at December 31, 2011 and 2010, respectively | $ | 1,953,795 | $ | 1,985,779 | |||
Hotel development | 120,163 | — | |||||
Investment in unconsolidated entities | 70,002 | 75,920 | |||||
Cash and cash equivalents | 93,758 | 200,972 | |||||
Restricted cash | 84,240 | 16,702 | |||||
Accounts receivable, net of allowance for doubtful accounts of $333 and $696 at December 31, 2011 and 2010, respectively | 27,135 | 27,851 | |||||
Deferred expenses, net of accumulated amortization of $13,119 and $17,892 at December 31, 2011 and 2010, respectively | 29,772 | 19,940 | |||||
Other assets | 24,363 | 32,271 | |||||
Total assets | $ | 2,403,228 | $ | 2,359,435 | |||
Liabilities and Equity | |||||||
Debt, net of discount of $32,069 and $53,193 at December 31, 2011 and 2010, respectively | $ | 1,596,466 | $ | 1,548,309 | |||
Distributions payable | 76,293 | 76,293 | |||||
Accrued expenses and other liabilities | 140,548 | 144,451 | |||||
Total liabilities | 1,813,307 | 1,769,053 | |||||
Commitments and contingencies | |||||||
Redeemable noncontrolling interests in FelCor LP, 636 and 285 units issued and outstanding at December 31, 2011 and 2010, respectively | 3,026 | 2,004 | |||||
Equity: | |||||||
Preferred stock, $0.01 par value, 20,000 shares authorized: | |||||||
Series A Cumulative Convertible Preferred Stock, 12,880 shares, liquidation value of $322,011, issued and outstanding at December 31, 2011 and 2010 | 309,362 | 309,362 | |||||
Series C Cumulative Redeemable Preferred Stock, 68 shares, liquidation value of $169,950, issued and outstanding at December 31, 2011 and 2010 | 169,412 | 169,412 | |||||
Common stock, $0.01 par value, 200,000 shares authorized and 124,281 shares issued and outstanding at December 31, 2011, and 101,038 shares issued and outstanding (including shares in treasury) at December 31, 2010 | 1,243 | 1,010 | |||||
Additional paid-in capital | 2,353,251 | 2,190,308 | |||||
Accumulated other comprehensive income | 25,738 | 26,457 | |||||
Accumulated deficit | (2,297,468 | ) | (2,054,625 | ) | |||
Less: Common stock in treasury, at cost, of 4,156 shares at December 31, 2010 | — | (73,341 | ) | ||||
Total FelCor stockholders’ equity | 561,538 | 568,583 | |||||
Noncontrolling interests in other partnerships | 25,357 | 19,795 | |||||
Total equity | 586,895 | 588,378 | |||||
Total liabilities and equity | $ | 2,403,228 | $ | 2,359,435 |
2011 | 2010 | 2009 | |||||||||
Revenues: | |||||||||||
Hotel operating revenue | $ | 943,043 | $ | 859,835 | $ | 809,155 | |||||
Other revenue | 2,949 | 3,174 | 2,843 | ||||||||
Total revenues | 945,992 | 863,009 | 811,998 | ||||||||
Expenses: | |||||||||||
Hotel departmental expenses | 345,707 | 311,785 | 290,558 | ||||||||
Other property-related costs | 265,794 | 244,060 | 229,278 | ||||||||
Management and franchise fees | 43,155 | 40,154 | 38,673 | ||||||||
Taxes, insurance and lease expense | 91,012 | 88,327 | 84,633 | ||||||||
Corporate expenses | 29,080 | 30,747 | 24,216 | ||||||||
Depreciation and amortization | 133,119 | 133,393 | 131,555 | ||||||||
Impairment loss | 7,003 | 106,421 | — | ||||||||
Other expenses | 4,017 | 3,280 | 4,007 | ||||||||
Total operating expenses | 918,887 | 958,167 | 802,920 | ||||||||
Operating income (loss) | 27,105 | (95,158 | ) | 9,078 | |||||||
Interest expense, net | (134,901 | ) | (139,493 | ) | (99,574 | ) | |||||
Debt extinguishment | (24,182 | ) | 44,313 | (1,721 | ) | ||||||
Gain on involuntary conversion, net | 280 | — | — | ||||||||
Gain on sale of assets | — | — | 723 | ||||||||
Loss before equity in income (loss) from unconsolidated entities | (131,698 | ) | (190,338 | ) | (91,494 | ) | |||||
Equity in income (loss) from unconsolidated entities | (2,068 | ) | 16,916 | (4,814 | ) | ||||||
Loss from continuing operations | (133,766 | ) | (173,422 | ) | (96,308 | ) | |||||
Discontinued operations | 2,871 | (52,415 | ) | (12,783 | ) | ||||||
Net loss | (130,895 | ) | (225,837 | ) | (109,091 | ) | |||||
Net loss attributable to noncontrolling interests in other partnerships | 352 | 1,915 | 297 | ||||||||
Net loss attributable to redeemable noncontrolling interests in FelCor LP | 689 | 881 | 672 | ||||||||
Net loss attributable to FelCor | (129,854 | ) | (223,041 | ) | (108,122 | ) | |||||
Preferred dividends | (38,713 | ) | (38,713 | ) | (38,713 | ) | |||||
Net loss attributable to FelCor common stockholders | $ | (168,567 | ) | $ | (261,754 | ) | $ | (146,835 | ) | ||
Basic and diluted per common share data: | |||||||||||
Loss from continuing operations | $ | (1.46 | ) | $ | (2.61 | ) | $ | (2.12 | ) | ||
Net loss | $ | (1.44 | ) | $ | (3.25 | ) | $ | (2.33 | ) | ||
Basic and diluted weighted average common shares outstanding | 117,068 | 80,611 | 63,114 |
2011 | 2010 | 2009 | ||||||||||
Net loss | $ | (130,895 | ) | $ | (225,837 | ) | $ | (109,091 | ) | |||
Foreign currency translation adjustment | (726 | ) | 2,937 | 8,219 | ||||||||
Comprehensive loss | (131,621 | ) | (222,900 | ) | (100,872 | ) | ||||||
Comprehensive loss attributable to noncontrolling interests in other partnerships | 352 | 1,915 | 297 | |||||||||
Comprehensive loss attributable to redeemable noncontrolling interests in FelCor LP | 696 | 873 | 634 | |||||||||
Comprehensive loss attributable to FelCor | $ | (130,573 | ) | $ | (220,112 | ) | $ | (99,941 | ) |
Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests in Other Partnerships | Comprehensive Income (Loss) | ||||||||||||||||||||||||||||||||||||
Number of Shares | Amount | Number of Shares | Amount | Accumulated Deficit | Treasury Stock | Total Equity | |||||||||||||||||||||||||||||||||||
Balance at December 31, 2008 | 12,948 | $ | 478,774 | 69,413 | $ | 694 | $ | 2,045,482 | $ | 15,347 | $ | (1,645,947 | ) | $ | (99,245 | ) | $ | 23,784 | $ | 818,889 | |||||||||||||||||||||
Issuance of stock awards | — | — | — | — | (27,510 | ) | — | — | 27,526 | — | 16 | ||||||||||||||||||||||||||||||
Amortization of stock awards | — | — | — | — | 5,139 | — | — | — | — | 5,139 | |||||||||||||||||||||||||||||||
Forfeiture of stock awards | — | — | — | — | 63 | — | — | (193 | ) | — | (130 | ) | |||||||||||||||||||||||||||||
Conversion of operating partnership units into common shares | — | — | — | — | (17 | ) | — | — | 17 | — | — | ||||||||||||||||||||||||||||||
Allocation to redeemable noncontrolling interests | — | — | — | — | (1,152 | ) | — | — | — | — | (1,152 | ) | |||||||||||||||||||||||||||||
Contribution from noncontrolling interests | — | — | — | — | — | — | — | — | 534 | 534 | |||||||||||||||||||||||||||||||
Distribution to noncontrolling interests | — | — | — | — | — | — | — | — | (1,606 | ) | (1,606 | ) | |||||||||||||||||||||||||||||
Other | — | — | — | — | (168 | ) | — | (40 | ) | — | 168 | (40 | ) | ||||||||||||||||||||||||||||
Preferred dividends: | |||||||||||||||||||||||||||||||||||||||||
$1.95 per Series A preferred share | — | — | — | — | — | — | (25,117 | ) | — | — | (25,117 | ) | |||||||||||||||||||||||||||||
$2.00 per Series C depositary preferred share | — | — | — | — | — | — | (13,596 | ) | — | — | (13,596 | ) | |||||||||||||||||||||||||||||
Comprehensive loss: | |||||||||||||||||||||||||||||||||||||||||
Foreign exchange translation | — | — | — | — | — | 8,181 | — | — | — | $ | 8,181 | ||||||||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | (108,122 | ) | — | (297 | ) | (108,419 | ) | ||||||||||||||||||||||||||||
Comprehensive loss | $ | (100,238 | ) | (100,238 | ) | ||||||||||||||||||||||||||||||||||||
Balance at December 31, 2009 | 12,948 | $ | 478,774 | 69,413 | $ | 694 | $ | 2,021,837 | $ | 23,528 | $ | (1,792,822 | ) | $ | (71,895 | ) | $ | 22,583 | $ | 682,699 |
Preferred Stock | Common Stock | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests in Other Partnerships | |||||||||||||||||||||||||||||||||||||||
Number of Shares | Amount | Number of Shares | Amount | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock | Comprehensive Income (Loss) | Total Equity | ||||||||||||||||||||||||||||||||||
Balance at December 31, 2009 | 12,948 | $ | 478,774 | 69,413 | $ | 694 | $ | 2,021,837 | $ | 23,528 | $ | (1,792,822 | ) | $ | (71,895 | ) | $ | 22,583 | $ | 682,699 | ||||||||||||||||||||||
Issuance of common stock | — | — | 31,625 | 316 | 166,011 | — | — | — | — | 166,327 | ||||||||||||||||||||||||||||||||
Issuance of stock awards | — | — | — | — | (229 | ) | — | — | 297 | — | 68 | |||||||||||||||||||||||||||||||
Amortization of stock awards | — | — | — | — | 5,400 | — | — | — | — | 5,400 | ||||||||||||||||||||||||||||||||
Forfeiture of stock awards | — | — | — | — | 405 | — | — | (1,928 | ) | — | (1,523 | ) | ||||||||||||||||||||||||||||||
Conversion of operating partnership units into common shares | — | — | — | — | (185 | ) | — | — | 185 | — | — | |||||||||||||||||||||||||||||||
Allocation to redeemable noncontrolling interests | — | — | — | — | (1,815 | ) | — | — | — | — | (1,815 | ) | ||||||||||||||||||||||||||||||
Contribution from noncontrolling interests | — | — | — | — | — | — | — | — | 1,394 | 1,394 | ||||||||||||||||||||||||||||||||
Distribution to noncontrolling interests | — | — | — | — | — | — | — | — | (2,383 | ) | (2,383 | ) | ||||||||||||||||||||||||||||||
Other | — | — | — | — | (1,116 | ) | — | (49 | ) | — | 116 | (1,049 | ) | |||||||||||||||||||||||||||||
Preferred dividends: | ||||||||||||||||||||||||||||||||||||||||||
$1.95 per Series A preferred share | — | — | — | — | — | — | (25,117 | ) | — | — | (25,117 | ) | ||||||||||||||||||||||||||||||
$2.00 per Series C depositary preferred share | — | — | — | — | — | — | (13,596 | ) | — | — | (13,596 | ) | ||||||||||||||||||||||||||||||
Comprehensive loss: | ||||||||||||||||||||||||||||||||||||||||||
Foreign exchange translation | — | — | — | — | — | 2,929 | — | — | — | $ | 2,929 | |||||||||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | (223,041 | ) | — | (1,915 | ) | (224,956 | ) | |||||||||||||||||||||||||||||
Comprehensive loss | $ | (222,027 | ) | (222,027 | ) | |||||||||||||||||||||||||||||||||||||
Balance at December 31, 2010 | 12,948 | $ | 478,774 | — | 101,038 | $ | 1,010 | $ | 2,190,308 | $ | 26,457 | $ | (2,054,625 | ) | $ | (73,341 | ) | $ | 19,795 | $ | 588,378 |
Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests in Other Partnerships | Comprehensive Income (Loss) | ||||||||||||||||||||||||||||||||||||
Number of Shares | Amount | Number of Shares | Amount | Accumulated Deficit | Treasury Stock | Total Equity | |||||||||||||||||||||||||||||||||||
Balance at December 31, 2010 | 12,948 | $ | 478,774 | 101,038 | $ | 1,010 | $ | 2,190,308 | $ | 26,457 | $ | (2,054,625 | ) | $ | (73,341 | ) | $ | 19,795 | $ | 588,378 | |||||||||||||||||||||
Issuance of common stock | — | — | 27,600 | 276 | 158,200 | — | — | — | — | 158,476 | |||||||||||||||||||||||||||||||
Retirement of treasury stock | — | — | (4,156 | ) | (41 | ) | — | — | (73,300 | ) | 73,341 | — | — | ||||||||||||||||||||||||||||
Issuance of stock awards | — | — | 95 | 1 | 554 | — | — | — | — | 555 | |||||||||||||||||||||||||||||||
Amortization of stock awards | — | — | — | — | 3,475 | — | — | — | — | 3,475 | |||||||||||||||||||||||||||||||
Forfeiture of stock awards | — | — | (312 | ) | (3 | ) | — | — | (958 | ) | — | — | (961 | ) | |||||||||||||||||||||||||||
Conversion of operating partnership units into common shares | — | — | 16 | — | 97 | — | — | — | — | 97 | |||||||||||||||||||||||||||||||
Allocation to redeemable noncontrolling interests | — | — | — | — | 685 | — | — | — | — | 685 | |||||||||||||||||||||||||||||||
Contribution from noncontrolling interests | — | — | — | — | — | — | — | — | 6,967 | 6,967 | |||||||||||||||||||||||||||||||
Distribution to noncontrolling interests | — | — | — | — | — | — | — | — | (1,053 | ) | (1,053 | ) | |||||||||||||||||||||||||||||
Other | — | — | — | — | (68 | ) | — | (18 | ) | — | — | (86 | ) | ||||||||||||||||||||||||||||
Preferred dividends: | |||||||||||||||||||||||||||||||||||||||||
$1.95 per Series A preferred share | — | — | — | — | — | — | (25,117 | ) | — | — | (25,117 | ) | |||||||||||||||||||||||||||||
$2.00 per Series C depositary preferred share | — | — | — | — | — | — | (13,596 | ) | — | — | (13,596 | ) | |||||||||||||||||||||||||||||
Comprehensive loss: | |||||||||||||||||||||||||||||||||||||||||
Foreign exchange translation | — | — | — | — | — | (719 | ) | — | — | — | $ | (719 | ) | ||||||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | (129,854 | ) | — | (352 | ) | (130,206 | ) | ||||||||||||||||||||||||||||
Comprehensive loss | $ | (130,925 | ) | (130,925 | ) | ||||||||||||||||||||||||||||||||||||
Balance at December 31, 2011 | 12,948 | $ | 478,774 | 124,281 | $ | 1,243 | $ | 2,353,251 | $ | 25,738 | $ | (2,297,468 | ) | $ | — | $ | 25,357 | $ | 586,895 |
2011 | 2010 | 2009 | ||||||||||
Cash flows from operating activities: | ||||||||||||
Net loss | $ | (130,895 | ) | $ | (225,837 | ) | $ | (109,091 | ) | |||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||||||
Depreciation and amortization | 138,892 | 147,663 | 150,088 | |||||||||
Gain on sale of hotels, net | (4,714 | ) | — | (1,633 | ) | |||||||
Gain on involuntary conversion, net | (280 | ) | — | — | ||||||||
Amortization of deferred financing fees and debt discount | 17,496 | 17,849 | 7,120 | |||||||||
Amortization of unearned officers' and directors' compensation | 7,170 | 7,445 | 5,165 | |||||||||
Equity in (income) loss from unconsolidated entities | 2,068 | (16,916 | ) | 4,814 | ||||||||
Distributions of income from unconsolidated entities | 2,261 | 2,190 | 2,789 | |||||||||
Debt extinguishment | 24,380 | (59,464 | ) | 1,721 | ||||||||
Impairment loss | 13,250 | 173,713 | 3,448 | |||||||||
Changes in assets and liabilities: | ||||||||||||
Accounts receivable | (344 | ) | (746 | ) | 5,369 | |||||||
Restricted cash—operations | — | 3,986 | 345 | |||||||||
Other assets | (6,101 | ) | (2,809 | ) | (1,520 | ) | ||||||
Accrued expenses and other liabilities | (17,318 | ) | 11,738 | 4,292 | ||||||||
Net cash flow provided by operating activities | 45,865 | 58,812 | — | 72,907 | ||||||||
Cash flows from investing activities: | ||||||||||||
Acquisition of hotels | (137,985 | ) | (97,513 | ) | — | |||||||
Improvements and additions to hotels | (89,042 | ) | (38,936 | ) | (75,949 | ) | ||||||
Hotel development | (119,611 | ) | — | — | ||||||||
Additions to condominium project | (359 | ) | (274 | ) | (154 | ) | ||||||
Proceeds from asset dispositions | 132,774 | — | 25,038 | |||||||||
Change in restricted cash – investing | (176 | ) | (4,143 | ) | (3,373 | ) | ||||||
Insurance proceeds | 391 | 492 | — | |||||||||
Redemption of investment securities | — | — | 1,719 | |||||||||
Distributions from unconsolidated entities | 1,588 | 46,084 | 6,200 | |||||||||
Contributions to unconsolidated entities | — | (25,172 | ) | (444 | ) | |||||||
Net cash flow used in investing activities | (212,420 | ) | (119,462 | ) | (46,963 | ) | ||||||
Cash flows from financing activities: | ||||||||||||
Proceeds from borrowings | 1,087,285 | 241,171 | 988,486 | |||||||||
Repayment of borrowings | (1,135,822 | ) | (400,968 | ) | (772,375 | ) | ||||||
Payment of deferred financing fees | (20,233 | ) | (7,848 | ) | (19,532 | ) | ||||||
Change in restricted cash – financing | — | 1,016 | — | |||||||||
Acquisition of noncontrolling interest | — | (1,000 | ) | — | ||||||||
Distributions paid to noncontrolling interests | (1,053 | ) | (2,383 | ) | (1,606 | ) | ||||||
Contribution from noncontrolling interests | 6,967 | 1,394 | 534 | |||||||||
Distributions paid to preferred stockholders | (38,713 | ) | — | (9,679 | ) | |||||||
Net proceeds from common stock issuance | 158,476 | 166,327 | — | |||||||||
Proceeds from FelCor LP unit issuance | 2,500 | — | — | |||||||||
Net cash flow provided by (used in) financing activities | 59,407 | (2,291 | ) | 185,828 | ||||||||
Effect of exchange rate changes on cash | (66 | ) | 382 | 1,572 | ||||||||
Net change in cash and cash equivalents | (107,214 | ) | (62,559 | ) | 213,344 | |||||||
Cash and cash equivalents at beginning of periods | 200,972 | 263,531 | 50,187 | |||||||||
Cash and cash equivalents at end of periods | $ | 93,758 | $ | 200,972 | $ | 263,531 | ||||||
Supplemental cash flow information — interest paid | $ | 119,732 | $ | 127,793 | $ | 85,587 |
2011 | 2010 | ||||||
Assets | |||||||
Investment in hotels, net of accumulated depreciation of $987,895 and $982,564 at December 31, 2011 and 2010, respectively | $ | 1,953,795 | $ | 1,985,779 | |||
Hotel development | 120,163 | — | |||||
Investment in unconsolidated entities | 70,002 | 75,920 | |||||
Cash and cash equivalents | 93,758 | 200,972 | |||||
Restricted cash | 84,240 | 16,702 | |||||
Accounts receivable, net of allowance for doubtful accounts of $333 and $696 at December 31, 2011 and 2010, respectively | 27,135 | 27,851 | |||||
Deferred expenses, net of accumulated amortization of $13,119 and $17,892 at December 31, 2011 and 2010, respectively | 29,772 | 19,940 | |||||
Other assets | 24,363 | 32,271 | |||||
Total assets | $ | 2,403,228 | $ | 2,359,435 | |||
Liabilities and Partners' Capital | |||||||
Debt, net of discount of $32,069 and $53,193 at December 31, 2011 and 2010, respectively | $ | 1,596,466 | $ | 1,548,309 | |||
Distributions payable | 76,293 | 76,293 | |||||
Accrued expenses and other liabilities | 140,548 | 144,451 | |||||
Total liabilities | 1,813,307 | 1,769,053 | |||||
Commitments and contingencies | |||||||
Redeemable units, 636 and 285 units issued and outstanding at December 31, 2011 and December 31, 2010, respectively | 3,026 | 2,004 | |||||
Capital: | |||||||
Preferred units, $0.01 par value, 20,000 units authorized: | |||||||
Series A Cumulative Convertible Preferred Units, 12,880 units issued and outstanding at December 31, 2011 and 2010 | 309,362 | 309,362 | |||||
Series C Cumulative Redeemable Preferred Units, 68 units issued and outstanding at December 31, 2011 and 2010 | 169,412 | 169,412 | |||||
Common units, 124,281 and 101,038 units issued at December 31, 2011 and 2010, respectively | 56,916 | 63,235 | |||||
Accumulated other comprehensive income | 25,848 | 26,574 | |||||
Total FelCor LP partners' capital | 561,538 | 568,583 | |||||
Noncontrolling interests | 25,357 | 19,795 | |||||
Total partners' capital | 586,895 | 588,378 | |||||
Total liabilities and partners' capital | $ | 2,403,228 | $ | 2,359,435 |
2011 | 2010 | 2009 | |||||||||
Revenues: | |||||||||||
Hotel operating revenue | $ | 943,043 | $ | 859,835 | $ | 809,155 | |||||
Other revenue | 2,949 | 3,174 | 2,843 | ||||||||
Total revenues | 945,992 | 863,009 | 811,998 | ||||||||
Expenses: | |||||||||||
Hotel departmental expenses | 345,707 | 311,785 | 290,558 | ||||||||
Other property-related costs | 265,794 | 244,060 | 229,278 | ||||||||
Management and franchise fees | 43,155 | 40,154 | 38,673 | ||||||||
Taxes, insurance and lease expense | 91,012 | 88,327 | 84,633 | ||||||||
Corporate expenses | 29,080 | 30,747 | 24,216 | ||||||||
Depreciation and amortization | 133,119 | 133,393 | 131,555 | ||||||||
Impairment loss | 7,003 | 106,421 | — | ||||||||
Other expenses | 4,017 | 3,280 | 4,007 | ||||||||
Total operating expenses | 918,887 | 958,167 | 802,920 | ||||||||
Operating income (loss) | 27,105 | (95,158 | ) | 9,078 | |||||||
Interest expense, net | (134,901 | ) | (139,493 | ) | (99,574 | ) | |||||
Debt extinguishment | (24,182 | ) | 44,313 | (1,721 | ) | ||||||
Gain on involuntary conversion, net | 280 | — | — | ||||||||
Gain on sale of assets | — | — | 723 | ||||||||
Loss before equity in income (loss) from unconsolidated entities | (131,698 | ) | (190,338 | ) | (91,494 | ) | |||||
Equity in income (loss) from unconsolidated entities | (2,068 | ) | 16,916 | (4,814 | ) | ||||||
Loss from continuing operations | (133,766 | ) | (173,422 | ) | (96,308 | ) | |||||
Discontinued operations | 2,871 | (52,415 | ) | (12,783 | ) | ||||||
Net loss | (130,895 | ) | (225,837 | ) | (109,091 | ) | |||||
Net loss attributable to noncontrolling interests | 352 | 1,915 | 297 | ||||||||
Net loss attributable to FelCor LP | (130,543 | ) | (223,922 | ) | (108,794 | ) | |||||
Preferred distributions | (38,713 | ) | (38,713 | ) | (38,713 | ) | |||||
Net loss attributable to FelCor LP common unitholders | $ | (169,256 | ) | $ | (262,635 | ) | $ | (147,507 | ) | ||
Basic and diluted per common unit data: | |||||||||||
Loss from continuing operations | $ | (1.46 | ) | $ | (2.61 | ) | $ | (2.12 | ) | ||
Net loss | $ | (1.44 | ) | $ | (3.25 | ) | $ | (2.33 | ) | ||
Basic and diluted weighted average common units outstanding | 117,567 | 80,905 | 63,410 |
2011 | 2010 | 2009 | |||||||||
Net loss | $ | (130,895 | ) | $ | (225,837 | ) | $ | (109,091 | ) | ||
Foreign currency translation adjustment | (726 | ) | 2,937 | 8,219 | |||||||
Comprehensive loss | (131,621 | ) | (222,900 | ) | (100,872 | ) | |||||
Comprehensive loss attributable to noncontrolling interests | 352 | 1,915 | 297 | ||||||||
Comprehensive loss attributable to FelCor LP | $ | (131,269 | ) | $ | (220,985 | ) | $ | (100,575 | ) |
Preferred Units | Common Units | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests | Comprehensive Income (Loss) | Total Partners’ Capital | |||||||||||||||||||
Balance at December 31, 2008 | $ | 478,774 | $ | 300,913 | $ | 15,418 | $ | 23,784 | $ | 818,889 | ||||||||||||||
FelCor restricted stock compensation | — | 5,024 | — | — | 5,024 | |||||||||||||||||||
Contributions | — | — | — | 534 | 534 | |||||||||||||||||||
Distributions | — | (38,713 | ) | — | (1,606 | ) | (40,319 | ) | ||||||||||||||||
Allocation to redeemable units | — | (517 | ) | — | — | (517 | ) | |||||||||||||||||
Other | — | (208 | ) | — | 168 | (40 | ) | |||||||||||||||||
Comprehensive income (loss): | ||||||||||||||||||||||||
Foreign exchange translation | 8,219 | $ | 8,219 | |||||||||||||||||||||
Net loss | (108,794 | ) | (297 | ) | (109,091 | ) | ||||||||||||||||||
Comprehensive loss | $ | (100,872 | ) | (100,872 | ) | |||||||||||||||||||
Balance at December 31, 2009 | 478,774 | 157,705 | 23,637 | 22,583 | 682,699 | |||||||||||||||||||
Issuance of common units | — | 166,327 | — | — | 166,327 | |||||||||||||||||||
FelCor restricted stock compensation | — | 3,945 | — | — | 3,945 | |||||||||||||||||||
Contributions | — | — | — | 1,394 | 1,394 | |||||||||||||||||||
Distributions | — | (38,713 | ) | — | (2,383 | ) | (41,096 | ) | ||||||||||||||||
Allocation to redeemable units | — | (942 | ) | — | — | (942 | ) | |||||||||||||||||
Other | — | (1,165 | ) | — | 116 | (1,049 | ) | |||||||||||||||||
Comprehensive income (loss): | ||||||||||||||||||||||||
Foreign exchange translation | 2,937 | $ | 2,937 | |||||||||||||||||||||
Net loss | (223,922 | ) | (1,915 | ) | (225,837 | ) | ||||||||||||||||||
Comprehensive loss | $ | (222,900 | ) | (222,900 | ) | |||||||||||||||||||
Balance at December 31, 2010 | $ | 478,774 | $ | 63,235 | $ | 26,574 | $ | 19,795 | $ | 588,378 | ||||||||||||||
Issuance of common units | — | 158,476 | — | — | 158,476 | |||||||||||||||||||
FelCor restricted stock compensation | — | 3,069 | — | — | 3,069 | |||||||||||||||||||
Contributions | — | — | — | 6,967 | 6,967 | |||||||||||||||||||
Distributions | — | (38,713 | ) | — | (1,053 | ) | (39,766 | ) | ||||||||||||||||
Allocation to redeemable units | — | 1,478 | — | — | 1,478 | |||||||||||||||||||
Other | — | (86 | ) | — | — | (86 | ) | |||||||||||||||||
Comprehensive income (loss): | — | |||||||||||||||||||||||
Foreign exchange translation | (726 | ) | $ | (726 | ) | |||||||||||||||||||
Net loss | (130,543 | ) | (352 | ) | (130,895 | ) | ||||||||||||||||||
Comprehensive loss | $ | (131,621 | ) | (131,621 | ) | |||||||||||||||||||
Balance at December 31, 2011 | $ | 478,774 | $ | 56,916 | $ | 25,848 | $ | 25,357 | $ | 586,895 |
2011 | 2010 | 2009 | |||||||||
Cash flows from operating activities: | |||||||||||
Net loss | $ | (130,895 | ) | $ | (225,837 | ) | (109,091 | ) | |||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
Depreciation and amortization | 138,892 | 147,663 | 150,088 | ||||||||
Gain on sale of hotels, net | (4,714 | ) | — | (1,633 | ) | ||||||
Gain on involuntary conversion, net | (280 | ) | — | — | |||||||
Amortization of deferred financing fees and debt discount | 17,496 | 17,849 | 7,120 | ||||||||
Amortization of unearned officers’ and directors’ compensation | 7,170 | 7,445 | 5,165 | ||||||||
Equity in (income) loss from unconsolidated entities | 2,068 | (16,916 | ) | 4,814 | |||||||
Distributions of income from unconsolidated entities | 2,261 | 2,190 | 2,789 | ||||||||
Debt extinguishment | 24,380 | (59,464 | ) | 1,721 | |||||||
Impairment loss | 13,250 | 173,713 | 3,448 | ||||||||
Changes in assets and liabilities: | |||||||||||
Accounts receivable | (344 | ) | (746 | ) | 5,369 | ||||||
Restricted cash – operations | — | 3,986 | 345 | ||||||||
Other assets | (6,101 | ) | (2,809 | ) | (1,520 | ) | |||||
Accrued expenses and other liabilities | (17,318 | ) | 11,738 | 4,292 | |||||||
Net cash flow provided by operating activities | 45,865 | 58,812 | 72,907 | ||||||||
Cash flows from investing activities: | |||||||||||
Acquisition of hotels | (137,985 | ) | (97,513 | ) | — | ||||||
Improvements and additions to hotels | (89,042 | ) | (38,936 | ) | (75,949 | ) | |||||
Hotel development | (119,611 | ) | — | — | |||||||
Additions to condominium project | (359 | ) | (274 | ) | (154 | ) | |||||
Proceeds from asset dispositions | 132,774 | — | 25,038 | ||||||||
Change in restricted cash – investing | (176 | ) | (4,143 | ) | (3,373 | ) | |||||
Insurance proceeds | 391 | 492 | — | ||||||||
Redemption of investment securities | — | — | 1,719 | ||||||||
Distributions from unconsolidated entities | 1,588 | 46,084 | 6,200 | ||||||||
Contributions to unconsolidated entities | — | (25,172 | ) | (444 | ) | ||||||
Net cash flow used in investing activities | (212,420 | ) | (119,462 | ) | (46,963 | ) | |||||
Cash flows from financing activities: | |||||||||||
Proceeds from borrowings | 1,087,285 | 241,171 | 988,486 | ||||||||
Repayment of borrowings | (1,135,822 | ) | (400,968 | ) | (772,375 | ) | |||||
Payment of deferred financing fees | (20,233 | ) | (7,848 | ) | (19,532 | ) | |||||
Change in restricted cash – financing | — | 1,016 | — | ||||||||
Acquisition of noncontrolling interest | — | (1,000 | ) | — | |||||||
Distributions paid to noncontrolling interests | (1,053 | ) | (2,383 | ) | (1,606 | ) | |||||
Contributions from noncontrolling interests | 6,967 | 1,394 | 534 | ||||||||
Distributions paid to preferred unitholders | (38,713 | ) | — | (9,679 | ) | ||||||
Net proceeds from common unit issuance | 158,476 | 166,327 | — | ||||||||
Proceeds from redeemable unit issuance | 2,500 | — | — | ||||||||
Net cash flow provided by (used in) financing activities | 59,407 | (2,291 | ) | 185,828 | |||||||
Effect of exchange rate changes on cash | (66 | ) | 382 | 1,572 | |||||||
Net change in cash and cash equivalents | (107,214 | ) | (62,559 | ) | 213,344 | ||||||
Cash and cash equivalents at beginning of periods | 200,972 | 263,531 | 50,187 | ||||||||
Cash and cash equivalents at end of periods | $ | 93,758 | $ | 200,972 | $ | 263,531 | |||||
Supplemental cash flow information – interest paid | $ | 119,732 | $ | 127,793 | $ | 85,587 |
1. | Organization |
Brand | Hotels | Rooms | ||||||
Embassy Suites Hotels | 40 | 10,474 | ||||||
Holiday Inn | 14 | 4,784 | ||||||
Sheraton and Westin | 7 | 2,478 | ||||||
Doubletree and Hilton | 8 | 1,856 | ||||||
Marriott and Renaissance | 3 | 1,321 | ||||||
Fairmont | 1 | 383 | ||||||
Independent (Morgans/Royalton) | 2 | 282 | ||||||
Total | 75 | 21,578 |
1. | Organization – (continued) |
2. | Summary of Significant Accounting Policies |
2. | Summary of Significant Accounting Policies — (continued) |
• | Cash distributions up to the aggregate historical earnings of the unconsolidated entity are recorded as an operating activity (i.e., a distribution of earnings); and |
• | Cash distributions in excess of aggregate historical earnings are recorded as an investing activity (i.e., a distribution of contributed capital). |
2. | Summary of Significant Accounting Policies — (continued) |
2. | Summary of Significant Accounting Policies — (continued) |
3. | Investment in Hotels |
December 31, | ||||||||
2011 | 2010 | |||||||
Building and improvements | $ | 2,104,522 | $ | 2,179,926 | ||||
Furniture, fixtures and equipment | 516,690 | 525,448 | ||||||
Land | 273,000 | 249,647 | ||||||
Construction in progress | 47,478 | 13,322 | ||||||
2,941,690 | 2,968,343 | |||||||
Accumulated depreciation | (987,895 | ) | (982,564 | ) | ||||
$ | 1,953,795 | $ | 1,985,779 |
4. | Hotel Acquisitions |
Assets | |||
Investment in hotels(a) | $ | 136,035 | |
Restricted cash | 2,500 | ||
Accounts receivable | 635 | ||
Other assets | 322 | ||
Total assets acquired | 139,492 | ||
Liabilities | |||
Accrued expenses and other liabilities | 1,507 | ||
Net assets acquired | $ | 137,985 |
Year Ended December 31, | ||||||||
(unaudited) | ||||||||
2011 | 2010 | |||||||
Total revenues | $ | 957,338 | $ | 895,149 | ||||
Net loss | $ | (132,087 | ) | $ | (225,876 | ) | ||
Earnings per share/unit - basic and diluted | $ | (1.45 | ) | $ | (3.25 | ) |
4. | Hotel Acquisitions — (continued) |
Assets | |||
Investment in hotels(a) | $ | 98,500 | |
Accounts receivable | 1,349 | ||
Other assets | 898 | ||
Total assets acquired | 100,747 | ||
Liabilities | |||
Accrued expenses and other liabilities | 3,234 | ||
Net assets acquired | $ | 97,513 |
Year Ended December 31, (unaudited) | ||||||||
2010 | 2009 | |||||||
Total revenues | $ | 886,118 | $ | 851,264 | ||||
Net loss | $ | (227,360 | ) | $ | (107,490 | ) | ||
Earnings per share/unit - basic and diluted | $ | (3.27 | ) | $ | (2.30 | ) |
6. | Impairment Charges |
6. | Impairment Charges— (continued) |
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
Hotel operating revenue | $ | 42,148 | $ | 98,008 | $ | 116,888 | ||||||
Operating expenses(a) | (42,975 | ) | (160,978 | ) | (124,517 | ) | ||||||
Operating loss from discontinued operations | (827 | ) | (62,970 | ) | (7,629 | ) | ||||||
Interest expense, net | (817 | ) | (4,596 | ) | (6,064 | ) | ||||||
Debt extinguishment | (199 | ) | 15,151 | — | ||||||||
Gain on sale, net of tax | 4,714 | — | 910 | |||||||||
Income (loss) from discontinued operations | $ | 2,871 | $ | (52,415 | ) | $ | (12,783 | ) |
(a) | Includes impairment charges of $6.2 million, $67.3 million and $3.4 million for the years ended December 31, 2011, 2010 and 2009, respectively. |
8. | Investment in Unconsolidated Entities |
December 31, | |||||||
2011 | 2010 | ||||||
Balance sheet information: | |||||||
Investment in hotels, net of accumulated depreciation | $ | 173,310 | $ | 192,584 | |||
Total assets | $ | 199,063 | $ | 209,742 | |||
Debt | $ | 150,388 | $ | 154,590 | |||
Total liabilities | $ | 156,607 | $ | 159,170 | |||
Equity | $ | 42,456 | $ | 50,572 |
Year Ended December 31, | |||||||||||||||
2011 | 2010 | 2009 | |||||||||||||
Total revenues | $ | 62,782 | $ | 64,500 | $ | 66,261 | |||||||||
Net loss | $ | (416 | ) | $ | (5,302 | ) | $ | (4,988 | ) | (a) | |||||
Net loss attributable to FelCor | $ | (208 | ) | $ | (2,327 | ) | $ | (2,494 | ) | ||||||
Impairment loss | — | — | (476 | ) | (b) | ||||||||||
Gain on joint venture dispositions | — | 21,103 | (c) | — | |||||||||||
Depreciation of cost in excess of book value | (1,860 | ) | (1,860 | ) | (1,844 | ) | |||||||||
Equity in income (loss) from unconsolidated entities | $ | (2,068 | ) | $ | 16,916 | $ | (4,814 | ) |
(a) | Net loss included impairment charges of $3.2 million for 2009. These impairments were based on sales contracts (a Level 2 input) for a hotel owned by one of our joint ventures. |
(b) | As a result of an impairment charge recorded by one of our joint ventures, the net book value of the joint venture’s assets no longer supported the recovery of our investment. Therefore, we recorded an additional impairment charge to reduce our investment in this joint venture to zero. |
(c) | Includes a $20.5 million gain from the sale of our interest in an unconsolidated joint venture and $559,000 in net proceeds in the final liquidation of a joint venture. |
8. | Investment in Unconsolidated Entities — (continued) |
December 31, | |||||||
2011 | 2010 | ||||||
Hotel-related investments | $ | 12,400 | $ | 15,736 | |||
Cost in excess of joint venture book value | 48,774 | 50,634 | |||||
Land and condominium investments | 8,828 | 9,550 | |||||
$ | 70,002 | $ | 75,920 |
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
Hotel investments | $ | (1,348 | ) | $ | 17,509 | $ | (4,291 | ) | ||||
Other investments | (720 | ) | (593 | ) | (523 | ) | ||||||
Equity in income (loss) from unconsolidated entities | $ | (2,068 | ) | $ | 16,916 | $ | (4,814 | ) |
9. | Debt |
Encumbered Hotels | Interest Rate (%) | December 31, | ||||||||||||||||
Maturity Date | 2011 | 2010 | ||||||||||||||||
Line of credit (a) | 11 | L + 4.50 | August 2014(b) | $ | — | $ | — | |||||||||||
Hotel mortgage debt | ||||||||||||||||||
Mortgage debt | 8 | L + 5.10 | (c) | April 2015 | 202,982 | 212,000 | ||||||||||||
Mortgage debt | 9 | L + 2.20 | May 2013(d) | 156,398 | 250,000 | |||||||||||||
Mortgage debt | 7 | 9.02 | April 2014 | 109,044 | 113,220 | |||||||||||||
Mortgage debt | 5 | (e) | 6.66 | June - August 2014 | 67,375 | 69,206 | ||||||||||||
Mortgage debt | 1 | 5.81 | July 2016 | 10,876 | 11,321 | |||||||||||||
Senior notes | ||||||||||||||||||
Senior secured notes | 6 | 6.75 | June 2019 | 525,000 | — | |||||||||||||
Senior secured notes(f) | 11 | 10.00 | October 2014 | 459,931 | 582,821 | |||||||||||||
Other(g) | — | L + 1.50 | December 2012 | 64,860 | — | |||||||||||||
Retired debt | — | — | — | — | 309,741 | |||||||||||||
Total | 58 | $ | 1,596,466 | $ | 1,548,309 |
(a) | We currently have full availability under our $225 million line of credit. |
(b) | The line of credit can be extended for one year (to 2015), subject to satisfying certain conditions. |
(c) | LIBOR (for this loan) is subject to a 3% floor. We purchased an interest rate cap ($212 million notional amount) that caps LIBOR at 5.0% and expires May 2012. |
(d) | This loan can be extended for six months, subject to satisfying certain conditions. |
(e) | The hotels securing this debt are subject to separate loan agreements and are not cross-collateralized. |
(f) | These notes have $492 million in aggregate principal outstanding ($144 million in aggregate principal amount was redeemed in June 2011) and were initially sold at a discount that provided an effective yield of 12.875% before transaction costs. |
(g) | This loan is related to our Knickerbocker development project and is fully secured by restricted cash and a mortgage. Because we were able to assume an existing loan when we purchased this hotel, we were not required to pay any local mortgage recording tax. When that loan is transferred to a new lender and made part of our construction loan, we expect to only pay such tax to the extent of the incremental principal amount of the construction loan. |
9. | Debt — (continued) |
9. | Debt — (continued) |
9. | Debt — (continued) |
Year | ||||
2012 | $ | 93,970 | ||
2013 | 138,569 | |||
2014 | 661,359 | |||
2015 | 200,824 | |||
2016 | 8,813 | |||
Thereafter | 525,000 | |||
1,628,535 | ||||
Discount accretion over term | (32,069 | ) | ||
$ | 1,596,466 |
10. | Fair Value of Financial Instruments |
11. | Income Taxes |
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
GAAP consolidated net loss attributable to FelCor LP | $ | (130,543 | ) | $ | (223,922 | ) | $ | (108,794 | ) | |||
Loss allocated to FelCor LP unitholders | 689 | 881 | 672 | |||||||||
GAAP consolidated net loss attributable to FelCor | (129,854 | ) | (223,041 | ) | (108,122 | ) | ||||||
GAAP net loss from REIT operations | 127,709 | 172,495 | 66,977 | |||||||||
GAAP net loss of taxable subsidiaries | (2,145 | ) | (50,546 | ) | (41,145 | ) | ||||||
Impairment loss not deductible for tax | 946 | 8,852 | — | |||||||||
Tax gain (loss) in excess of book gains on sale of hotels | (7,841 | ) | — | (1,821 | ) | |||||||
Depreciation and amortization(a) | 1,389 | (106 | ) | (269 | ) | |||||||
Employee benefits not deductible for tax | (1,578 | ) | 3,534 | (4,205 | ) | |||||||
Management fee recognition | (1,717 | ) | 916 | 4,828 | ||||||||
Tax adjustment to lease expense(b) | — | 40,572 | 11,769 | |||||||||
Other book/tax differences | (552 | ) | 5,251 | 7,799 | ||||||||
Tax income (loss) of taxable subsidiaries before utilization of net operating losses | (11,498 | ) | 8,473 | (23,044 | ) | |||||||
Utilization of net operating loss | — | (8,473 | ) | — | ||||||||
Net tax income (loss) of taxable subsidiaries | $ | (11,498 | ) | $ | — | $ | (23,044 | ) |
(a) | The changes in book/tax differences in depreciation and amortization principally result from book and tax basis differences, differences in depreciable lives and accelerated depreciation methods. |
(b) | In 2009 and 2010, we recorded a reduction in intercompany rent between our REIT entities and TRS entities for tax purposes. |
11. | Income Taxes — (continued) |
December 31, | ||||||||
2011 | 2010 | |||||||
Accumulated net operating losses of our TRS | $ | 129,455 | $ | 125,085 | ||||
Tax property basis in excess of book | 929 | 2,822 | ||||||
Accrued employee benefits not deductible for tax | 760 | 984 | ||||||
Management fee recognition | 1,415 | 2,093 | ||||||
Other | 970 | 997 | ||||||
Gross deferred tax asset | 133,529 | 131,981 | ||||||
Valuation allowance | (133,529 | ) | (131,981 | ) | ||||
Deferred tax asset after valuation allowance | $ | — | $ | — |
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
GAAP net loss from REIT operations | $ | (127,709 | ) | $ | (172,495 | ) | $ | (66,977 | ) | |||
Book/tax differences, net: | ||||||||||||
Depreciation and amortization(a) | 6,183 | (17,645 | ) | (11,608 | ) | |||||||
Noncontrolling interests | 4,149 | (882 | ) | (222 | ) | |||||||
Equity in loss from unconsolidated entities | — | (35,386 | ) | 2,068 | ||||||||
Tax gain (loss) on dispositions in excess of book | (30,502 | ) | 34,729 | (26,922 | ) | |||||||
Impairment loss not deductible for tax | 12,303 | 156,773 | 3,448 | |||||||||
Liquidated damages | — | — | (1,000 | ) | ||||||||
Tax adjustment to lease revenue(b) | — | (35,634 | ) | (11,769 | ) | |||||||
Other | (1,974 | ) | (6,452 | ) | 6,431 | |||||||
Taxable income (loss) subject to distribution requirement(c) | $ | (137,550 | ) | $ | (76,992 | ) | $ | (106,551 | ) |
(a) | Book/tax differences in depreciation and amortization principally result from differences in depreciable lives and accelerated depreciation methods. |
(b) | For tax purposes, we recorded a reduction in intercompany rent between our REIT entities and TRS entities. |
(c) | The dividend distribution requirement is 90% of taxable income. |
2011 | 2010 | 2009 | |||||||||||||||
Amount | % | Amount | % | Amount | % | ||||||||||||
Preferred Stock – Series A | |||||||||||||||||
Dividend income | $ | — | — | $ | — | — | $ | — | — | ||||||||
Return of capital | 1.9500 | 100.00 | (b) | — | — | 0.4875 | (a) | 100.00 | |||||||||
$ | 1.9500 | 100.00 | $ | — | — | $ | 0.4875 | 100.00 | |||||||||
Preferred Stock – Series C | |||||||||||||||||
Dividend income | $ | — | — | $ | — | — | $ | — | — | ||||||||
Return of capital | 2.00 | 100.00 | (b) | — | — | 0.50 | (a) | 100.00 | |||||||||
$ | 2.00 | 100.00 | $ | — | — | $ | 0.50 | 100.00 |
(a) | Fourth quarter 2008 preferred distributions were paid January 31, 2009, and were treated as 2009 distributions for tax purposes. |
(b) | Fourth quarter 2010 preferred distributions were paid January 31, 2011, and were treated as 2011 distributions for tax purposes. |
12. | FelCor Capital Stock/FelCor LP Partners' Capital |
12. | FelCor Capital Stock/FelCor LP Partners' Capital — (continued) |
13. | Redeemable Noncontrolling Interests in FelCor LP / Redeemable Units |
13. | Redeemable Noncontrolling Interests in FelCor LP / Redeemable Units – (continued) |
Year Ended December 31, | ||||||||
2011 | 2010 | |||||||
Balance at beginning of period | $ | 2,004 | $ | 1,062 | ||||
Issuance of units | 2,500 | — | ||||||
Conversion of units | (97 | ) | — | |||||
Redemption value allocation | (685 | ) | 1,815 | |||||
Comprehensive loss: | ||||||||
Foreign exchange translation | (7 | ) | 8 | |||||
Net loss | (689 | ) | (881 | ) | ||||
Balance at end of period | $ | 3,026 | $ | 2,004 |
14. | Hotel Operating Revenue, Departmental Expenses and Other Property Operating Costs |
Year Ended December 31, | |||||||||||
2011 | 2010 | 2009 | |||||||||
Room revenue | $ | 737,298 | $ | 670,939 | $ | 634,068 | |||||
Food and beverage revenue | 151,799 | 134,893 | 122,265 | ||||||||
Other operating departments | 53,946 | 54,003 | 52,822 | ||||||||
Total hotel operating revenue | $ | 943,043 | $ | 859,835 | $ | 809,155 |
14. | Hotel Operating Revenue, Departmental Expenses and Other Property Operating Costs — (continued) |
Year Ended December 31, | |||||||||||
2011 | 2010 | 2009 | |||||||||
Room | $ | 199,464 | $ | 180,644 | $ | 167,598 | |||||
Food and beverage | 121,151 | 106,653 | 98,769 | ||||||||
Other operating departments | 25,092 | 24,488 | 24,191 | ||||||||
Total hotel departmental expenses | $ | 345,707 | $ | 311,785 | $ | 290,558 |
Year Ended December 31, | |||||||||||
2011 | 2010 | 2009 | |||||||||
Hotel general and administrative expense | $ | 87,908 | $ | 79,545 | $ | 73,572 | |||||
Marketing | 80,367 | 73,058 | 67,034 | ||||||||
Repair and maintenance | 50,396 | 46,559 | 44,188 | ||||||||
Utilities | 47,123 | 44,898 | 44,484 | ||||||||
Total other property operating costs | $ | 265,794 | $ | 244,060 | $ | 229,278 |
15. | Taxes, Insurance and Lease Expenses |
Year Ended December 31, | |||||||||||
2011 | 2010 | 2009 | |||||||||
Hotel lease expense(a) | $ | 38,759 | $ | 36,327 | $ | 34,187 | |||||
Land lease expense(b) | 10,762 | 10,210 | 9,507 | ||||||||
Real estate and other taxes | 31,930 | 30,170 | 29,515 | ||||||||
Property insurance, general liability insurance and other | 9,561 | 11,620 | 11,424 | ||||||||
Total taxes, insurance and lease expense | $ | 91,012 | $ | 88,327 | $ | 84,633 |
(a) | Hotel lease expense is recorded by the consolidated operating lessees of 12 hotels owned by unconsolidated entities, and is partially (generally 49%) offset through noncontrolling interests in other partnerships. Our 50% share of the corresponding lease income is recorded through equity in income from unconsolidated entities. Hotel lease expense includes percentage rent of $17.3 million, $15.0 million and $13.0 million for the year ended December 31, 2011, 2010, and 2009, respectively. |
(b) | Land lease expense includes percentage rent of $4.7 million, $4.2 million and $3.6 million for the year ended December 31, 2011, 2010, and 2009, respectively. |
16. | Land Leases and Hotel Rent |
Year | |||
2012 | $ | 27,549 | |
2013 | 5,753 | ||
2014 | 5,761 | ||
2015 | 5,789 | ||
2016 | 5,777 | ||
2017 and thereafter | 270,523 | ||
$ | 321,152 |
17. | Loss Per Share/Unit |
Year Ended December 31, | |||||||||||
2011 | 2010 | 2009 | |||||||||
Numerator: | |||||||||||
Net loss attributable to FelCor | $ | (129,854 | ) | $ | (223,041 | ) | $ | (108,122 | ) | ||
Discontinued operations attributable to FelCor | (2,877 | ) | 51,303 | 12,725 | |||||||
Loss from continuing operations attributable to FelCor | (132,731 | ) | (171,738 | ) | (95,397 | ) | |||||
Less: Preferred dividends | (38,713 | ) | (38,713 | ) | (38,713 | ) | |||||
Loss from continuing operations attributable to FelCor common stockholders | (171,444 | ) | (210,451 | ) | (134,110 | ) | |||||
Discontinued operations attributable to FelCor | 2,877 | (51,303 | ) | (12,725 | ) | ||||||
Numerator for basic and diluted loss attributable to FelCor common stockholders | $ | (168,567 | ) | $ | (261,754 | ) | $ | (146,835 | ) | ||
Denominator: | |||||||||||
Denominator for basic and diluted loss per share | 117,068 | 80,611 | 63,114 | ||||||||
Basic and diluted loss per share data: | |||||||||||
Loss from continuing operations | $ | (1.46 | ) | $ | (2.61 | ) | $ | (2.12 | ) | ||
Discontinued operations | $ | 0.02 | $ | (0.64 | ) | $ | (0.20 | ) | |||
Net loss | $ | (1.44 | ) | $ | (3.25 | ) | $ | (2.33 | ) |
17. | Loss Per Share/Unit — (continued) |
Year Ended December 31, | |||||||||||
2011 | 2010 | 2009 | |||||||||
Numerator: | |||||||||||
Net loss attributable to FelCor LP | $ | (130,543 | ) | $ | (223,922 | ) | $ | (108,794 | ) | ||
Discontinued operations attributable to FelCor LP | (2,884 | ) | 51,498 | 12,783 | |||||||
Loss from continuing operations attributable to FelCor LP | (133,427 | ) | (172,424 | ) | (96,011 | ) | |||||
Less: Preferred distributions | (38,713 | ) | (38,713 | ) | (38,713 | ) | |||||
Loss from continuing operations attributable to FelCor LP common unitholders | (172,140 | ) | (211,137 | ) | (134,724 | ) | |||||
Discontinued operations attributable to FelCor LP | 2,884 | (51,498 | ) | (12,783 | ) | ||||||
Numerator for basic and diluted loss attributable to FelCor LP common unitholders | $ | (169,256 | ) | $ | (262,635 | ) | $ | (147,507 | ) | ||
Denominator: | |||||||||||
Denominator for basic and diluted loss per unit | 117,567 | 80,905 | 63,410 | ||||||||
Basic and diluted loss per unit data: | |||||||||||
Loss from continuing operations | $ | (1.46 | ) | $ | (2.61 | ) | $ | (2.12 | ) | ||
Discontinued operations | $ | 0.02 | $ | (0.64 | ) | $ | (0.20 | ) | |||
Net loss | $ | (1.44 | ) | $ | (3.25 | ) | $ | (2.33 | ) |
2011 | 2010 | 2009 | |||||||
Series A convertible preferred shares/units | 9,985 | 9,985 | 9,985 |
18. | Commitments, Contingencies and Related Party Transactions |
19. | Supplemental Cash Flow Disclosure |
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
Depreciation and amortization from continuing operations | $ | 133,119 | $ | 133,393 | $ | 131,555 | ||||||
Depreciation and amortization from discontinued operations | 5,773 | 14,270 | 18,533 | |||||||||
Total depreciation and amortization expense | $ | 138,892 | $ | 147,663 | $ | 150,088 |
20. | FelCor Stock Based Compensation Plans |
2011 | 2010 | 2009 | ||||||||||||||||||
Shares of Underlying Options | Weighted Average Exercise Prices | Shares of Underlying Options | Weighted Average Exercise Prices | Shares of Underlying Options | Weighted Average Exercise Prices | |||||||||||||||
Outstanding at beginning of the year | 15,000 | $ | 15.62 | 40,000 | $ | 18.05 | 40,000 | $ | 18.05 | |||||||||||
Forfeited or expired | (15,000 | ) | $ | 15.62 | (25,000 | ) | $ | 19.50 | — | $ | — | |||||||||
Outstanding at end of year | — | $ | — | 15,000 | $ | 15.62 | 40,000 | $ | 18.05 | |||||||||||
Exercisable at end of year | — | $ | — | 15,000 | $ | 15.62 | 40,000 | $ | 18.05 |
20. | FelCor Stock Based Compensation Plans — (continued) |
2011 | 2010 | 2009 | ||||||||||||||||||
Shares | Weighted Average Fair Market Value at Grant | Shares | Weighted Average Fair Market Value at Grant | Shares | Weighted Average Fair Market Value at Grant | |||||||||||||||
Outstanding at beginning of the year | 4,200,089 | $ | 10.69 | 4,255,187 | $ | 10.90 | 2,829,330 | $ | 15.20 | |||||||||||
Granted: | ||||||||||||||||||||
With immediate vesting(a) | 95,000 | $ | 5.85 | 16,166 | $ | 4.21 | 16,000 | $ | 1.01 | |||||||||||
With 3-year pro rata vesting | — | $ | — | — | $ | — | 1,444,810 | $ | 2.64 | |||||||||||
Forfeited | (4,771 | ) | $ | 12.20 | (71,264 | ) | $ | 21.71 | (34,953 | ) | $ | 12.52 | ||||||||
Outstanding at end of year | 4,290,318 | $ | 10.58 | 4,200,089 | $ | 10.69 | 4,255,187 | $ | 10.90 | |||||||||||
Vested at end of year | (3,632,564 | ) | $ | 11.54 | (2,645,272 | ) | $ | 13.00 | (1,774,839 | ) | $ | 14.06 | ||||||||
Unvested at end of year | 657,754 | $ | 5.30 | 1,554,817 | $ | 6.76 | 2,480,348 | $ | 8.65 |
(a) | Shares awarded to directors. |
21. | Employee Benefits |
22. | Segment Information |
Revenue For the Year Ended December 31, | Investment in Hotel Assets as of December 31, | |||||||||||||||||||||||
2011 | 2010 | 2009 | 2011 | 2010 | 2009 | |||||||||||||||||||
California | $ | 239,528 | $ | 224,155 | $ | 211,124 | $ | 496,426 | $ | 505,753 | $ | 527,345 | ||||||||||||
Florida | 142,039 | 136,506 | 138,709 | 318,430 | 348,823 | 405,479 | ||||||||||||||||||
Texas | 82,075 | 79,469 | 77,632 | 128,749 | 175,483 | 203,841 | ||||||||||||||||||
Georgia | 50,439 | 51,734 | 48,930 | 105,526 | 109,677 | 126,118 | ||||||||||||||||||
Other states | 416,311 | 356,412 | 323,023 | 886,127 | 795,596 | 859,852 | ||||||||||||||||||
Canada | 15,600 | 14,733 | 12,580 | 18,537 | 50,447 | 57,759 | ||||||||||||||||||
Total | $ | 945,992 | $ | 863,009 | $ | 811,998 | $ | 1,953,795 | $ | 1,985,779 | $ | 2,180,394 |
23. | Quarterly Operating Results (unaudited) |
2011 | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||||
Total revenues | $ | 220,350 | $ | 251,531 | $ | 241,417 | $ | 232,694 | ||||||||
Loss from continuing operations | $ | (33,683 | ) | $ | (44,872 | ) | $ | (23,898 | ) | $ | (31,313 | ) | ||||
Discontinued operations | $ | 1,957 | $ | 2,475 | $ | 522 | $ | (2,083 | ) | |||||||
Net loss attributable to FelCor | $ | (31,664 | ) | $ | (42,265 | ) | $ | (22,832 | ) | $ | (33,093 | ) | ||||
Net loss attributable to FelCor common stockholders | $ | (41,342 | ) | $ | (51,943 | ) | $ | (32,510 | ) | $ | (42,772 | ) | ||||
Comprehensive loss attributable to FelCor | $ | (30,376 | ) | $ | (42,079 | ) | $ | (26,349 | ) | $ | (31,769 | ) | ||||
Basic and diluted per common share data: | ||||||||||||||||
Net loss from continuing operations | $ | (0.45 | ) | $ | (0.44 | ) | $ | (0.27 | ) | $ | (0.33 | ) | ||||
Discontinued operations | $ | 0.02 | $ | 0.02 | $ | — | $ | (0.02 | ) | |||||||
Net loss | $ | (0.43 | ) | $ | (0.42 | ) | $ | (0.26 | ) | $ | (0.35 | ) | ||||
Basic weighted average common shares outstanding | 95,350 | 122,992 | 123,062 | 123,906 | ||||||||||||
Diluted weighted average common shares outstanding | 95,350 | 122,992 | 123,062 | 123,906 |
2010 | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||||
Total revenues | $ | 203,689 | $ | 222,924 | $ | 220,416 | $ | 215,980 | ||||||||
Income (loss) from continuing operations | $ | (38,326 | ) | $ | 22,679 | $ | (53,682 | ) | $ | (104,093 | ) | |||||
Discontinued operations | $ | (24,616 | ) | $ | (689 | ) | $ | (35,598 | ) | $ | 8,488 | |||||
Net income (loss) attributable to FelCor | $ | (62,388 | ) | $ | 21,614 | $ | (88,810 | ) | $ | (93,457 | ) | |||||
Net income (loss) attributable to FelCor common stockholders | $ | (72,066 | ) | $ | 11,936 | $ | (98,488 | ) | $ | (103,136 | ) | |||||
Comprehensive income (loss) attributable to FelCor | $ | (60,318 | ) | $ | 18,895 | $ | (86,889 | ) | $ | (91,800 | ) | |||||
Basic and diluted per common share data: | ||||||||||||||||
Net income (loss) from continuing operations | $ | (0.75 | ) | $ | 0.18 | $ | (0.66 | ) | $ | (1.18 | ) | |||||
Discontinued operations | $ | (0.39 | ) | $ | (0.01 | ) | $ | (0.37 | ) | $ | 0.10 | |||||
Net income (loss) | $ | (1.14 | ) | $ | 0.17 | $ | (1.04 | ) | $ | (1.08 | ) | |||||
Basic weighted average common shares outstanding | 63,475 | 66,531 | 95,034 | 95,490 | ||||||||||||
Diluted weighted average common shares outstanding | 63,475 | 66,531 | 95,034 | 95,490 |
23. | Quarterly Operating Results (unaudited) – (continued) |
2011 | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||||
Total revenues | $ | 220,350 | $ | 251,531 | $ | 241,417 | $ | 232,694 | ||||||||
Loss from continuing operations | $ | (33,683 | ) | $ | (44,872 | ) | $ | (23,898 | ) | $ | (31,313 | ) | ||||
Discontinued operations | $ | 1,957 | $ | 2,475 | $ | 522 | $ | (2,083 | ) | |||||||
Net loss attributable to FelCor LP | $ | (31,784 | ) | $ | (42,448 | ) | $ | (22,998 | ) | $ | (33,313 | ) | ||||
Net loss attributable to FelCor LP common unitholders | $ | (41,462 | ) | $ | (52,126 | ) | $ | (32,676 | ) | $ | (42,992 | ) | ||||
Comprehensive loss attributable to FelCor LP | $ | (30,492 | ) | $ | (42,262 | ) | $ | (26,533 | ) | $ | (31,982 | ) | ||||
Basic and diluted per common unit data: | ||||||||||||||||
Net loss from continuing operations | $ | (0.45 | ) | $ | (0.44 | ) | $ | (0.27 | ) | $ | (0.33 | ) | ||||
Discontinued operations | $ | 0.02 | $ | 0.02 | $ | — | $ | (0.02 | ) | |||||||
Net loss | $ | (0.43 | ) | $ | (0.42 | ) | $ | (0.26 | ) | $ | (0.35 | ) | ||||
Basic weighted average common units outstanding | 95,635 | 123,425 | 123,700 | 124,542 | ||||||||||||
Diluted weighted average common units outstanding | 95,635 | 123,425 | 123,700 | 124,542 |
2010 | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||||
Total revenues | $ | 203,689 | $ | 222,924 | $ | 220,416 | $ | 215,980 | ||||||||
Income (loss) from continuing operations | $ | (38,326 | ) | $ | 22,679 | $ | (53,682 | ) | $ | (104,093 | ) | |||||
Discontinued operations | $ | (24,616 | ) | $ | (689 | ) | $ | (35,598 | ) | $ | 8,488 | |||||
Net income (loss) attributable to FelCor LP | $ | (62,713 | ) | $ | 21,665 | $ | (89,107 | ) | $ | (93,767 | ) | |||||
Net income (loss) attributable to FelCor LP common unitholders | $ | (72,391 | ) | $ | 11,987 | $ | (98,785 | ) | $ | (103,446 | ) | |||||
Comprehensive income (loss) attributable to FelCor LP | $ | (60,634 | ) | $ | 18,934 | $ | (87,180 | ) | $ | (92,105 | ) | |||||
Basic and diluted per common unit data: | ||||||||||||||||
Net income (loss) from continuing operations | $ | (0.75 | ) | $ | 0.18 | $ | (0.66 | ) | $ | (1.18 | ) | |||||
Discontinued operations | $ | (0.39 | ) | $ | (0.01 | ) | $ | (0.37 | ) | $ | 0.10 | |||||
Net income (loss) | $ | (1.14 | ) | $ | 0.17 | $ | (1.04 | ) | $ | (1.08 | ) | |||||
Basic weighted average common units outstanding | 63,770 | 66,826 | 95,329 | 95,780 | ||||||||||||
Diluted weighted average common units outstanding | 63,770 | 66,826 | 95,329 | 95,780 |
24. | FelCor LP's Consolidating Financial Information |
FelCor LP | Subsidiary Guarantors | Non-Guarantor Subsidiaries | Eliminations | Total Consolidated | |||||||||||||||
Net investment in hotels | $ | 67,828 | $ | 805,280 | $ | 1,080,687 | $ | — | $ | 1,953,795 | |||||||||
Hotel development | — | — | 120,163 | — | 120,163 | ||||||||||||||
Equity investment in consolidated entities | 1,478,347 | — | — | (1,478,347 | ) | — | |||||||||||||
Investment in unconsolidated entities | 56,492 | 12,063 | 1,447 | — | 70,002 | ||||||||||||||
Cash and cash equivalents | 23,503 | 67,001 | 3,254 | — | 93,758 | ||||||||||||||
Restricted cash | — | 11,514 | 72,726 | — | 84,240 | ||||||||||||||
Accounts receivable, net | 540 | 26,357 | 238 | — | 27,135 | ||||||||||||||
Deferred expenses, net | 24,101 | — | 5,671 | — | 29,772 | ||||||||||||||
Other assets | 8,507 | 10,817 | 5,039 | — | 24,363 | ||||||||||||||
Total assets | $ | 1,659,318 | $ | 933,032 | $ | 1,289,225 | $ | (1,478,347 | ) | $ | 2,403,228 | ||||||||
Debt | $ | 984,931 | $ | — | $ | 611,535 | $ | — | $ | 1,596,466 | |||||||||
Distributions payable | 76,293 | — | — | — | 76,293 | ||||||||||||||
Accrued expenses and other liabilities | 33,530 | 98,127 | 8,891 | — | 140,548 | ||||||||||||||
Total liabilities | 1,094,754 | 98,127 | 620,426 | — | 1,813,307 | ||||||||||||||
Redeemable units, at redemption value | 3,026 | — | — | — | 3,026 | ||||||||||||||
Preferred units | 478,774 | — | — | — | 478,774 | ||||||||||||||
Common units | 82,764 | 810,554 | 641,945 | (1,478,347 | ) | 56,916 | |||||||||||||
Accumulated other comprehensive income | — | 25,848 | — | — | 25,848 | ||||||||||||||
Total FelCor LP partners' capital | 561,538 | 836,402 | 641,945 | (1,478,347 | ) | 561,538 | |||||||||||||
Noncontrolling interests | — | (1,497 | ) | 26,854 | — | 25,357 | |||||||||||||
Total partners' capital | 561,538 | 834,905 | 668,799 | (1,478,347 | ) | 586,895 | |||||||||||||
Total liabilities and partners' capital | $ | 1,659,318 | $ | 933,032 | $ | 1,289,225 | $ | (1,478,347 | ) | $ | 2,403,228 |
24. | FelCor LP's Consolidating Financial Information — (continued) |
FelCor LP | Subsidiary Guarantors | Non-Guarantor Subsidiaries | Eliminations | Total Consolidated | |||||||||||||||
Net investment in hotels | $ | 76,763 | $ | 720,093 | $ | 1,188,923 | $ | — | $ | 1,985,779 | |||||||||
Equity investment in consolidated entities | 1,025,818 | — | — | (1,025,818 | ) | — | |||||||||||||
Investment in unconsolidated entities | 61,833 | 12,594 | 1,493 | — | 75,920 | ||||||||||||||
Cash and cash equivalents | 155,350 | 43,647 | 1,975 | — | 200,972 | ||||||||||||||
Restricted cash | — | 6,347 | 10,355 | — | 16,702 | ||||||||||||||
Accounts receivable, net | 642 | 27,190 | 19 | — | 27,851 | ||||||||||||||
Deferred expenses, net | 11,366 | — | 8,574 | — | 19,940 | ||||||||||||||
Other assets | 7,112 | 20,325 | 4,834 | — | 32,271 | ||||||||||||||
Total assets | $ | 1,338,884 | $ | 830,196 | $ | 1,216,173 | $ | (1,025,818 | ) | $ | 2,359,435 | ||||||||
Debt | $ | 658,168 | $ | — | $ | 890,141 | $ | — | $ | 1,548,309 | |||||||||
Distributions payable | 76,293 | — | — | — | 76,293 | ||||||||||||||
Accrued expenses and other liabilities | 33,836 | 100,007 | 10,608 | — | 144,451 | ||||||||||||||
Total liabilities | 768,297 | 100,007 | 900,749 | — | 1,769,053 | ||||||||||||||
Redeemable units, at redemption value | 2,004 | — | — | — | 2,004 | ||||||||||||||
Preferred units | 478,774 | — | — | — | 478,774 | ||||||||||||||
Common units | 89,809 | 704,117 | 295,127 | (1,025,818 | ) | 63,235 | |||||||||||||
Accumulated other comprehensive income | — | 26,574 | — | — | 26,574 | ||||||||||||||
Total FelCor LP partners' capital | 568,583 | 730,691 | 295,127 | (1,025,818 | ) | 568,583 | |||||||||||||
Noncontrolling interests | — | (502 | ) | 20,297 | — | 19,795 | |||||||||||||
Total partners' capital | 568,583 | 730,189 | 315,424 | (1,025,818 | ) | 588,378 | |||||||||||||
Total liabilities and partners' capital | $ | 1,338,884 | $ | 830,196 | $ | 1,216,173 | $ | (1,025,818 | ) | $ | 2,359,435 |
24. | FelCor LP's Consolidating Financial Information — (continued) |
FelCor LP | Subsidiary Guarantors | Non-Guarantor Subsidiaries | Eliminations | Total Consolidated | |||||||||||||||
Revenues: | |||||||||||||||||||
Hotel operating revenue | $ | — | $ | 943,043 | $ | — | $ | — | $ | 943,043 | |||||||||
Percentage lease revenue | 4,787 | — | 138,611 | (143,398 | ) | — | |||||||||||||
Other revenue | 10 | 2,593 | 346 | — | 2,949 | ||||||||||||||
Total revenue | 4,797 | 945,636 | 138,957 | (143,398 | ) | 945,992 | |||||||||||||
Expenses: | |||||||||||||||||||
Hotel operating expenses | — | 654,656 | — | — | 654,656 | ||||||||||||||
Taxes, insurance and lease expense | 1,593 | 209,372 | 23,445 | (143,398 | ) | 91,012 | |||||||||||||
Corporate expenses | 291 | 15,394 | 13,395 | — | 29,080 | ||||||||||||||
Depreciation and amortization | 4,590 | 46,938 | 81,591 | — | 133,119 | ||||||||||||||
Impairment loss | — | 4,315 | 2,688 | — | 7,003 | ||||||||||||||
Other expenses | 122 | 3,674 | 221 | — | 4,017 | ||||||||||||||
Total operating expenses | 6,596 | 934,349 | 121,340 | (143,398 | ) | 918,887 | |||||||||||||
Operating income | (1,799 | ) | 11,287 | 17,617 | — | 27,105 | |||||||||||||
Interest expense, net | (90,622 | ) | (2,433 | ) | (41,846 | ) | — | (134,901 | ) | ||||||||||
Debt extinguishment | (27,354 | ) | — | 3,172 | — | (24,182 | ) | ||||||||||||
Gain on involuntary conversion | (21 | ) | 316 | (15 | ) | — | 280 | ||||||||||||
Loss before equity in loss from unconsolidated entities and noncontrolling interests | (119,796 | ) | 9,170 | (21,072 | ) | — | (131,698 | ) | |||||||||||
Equity in loss from consolidated entities | (10,098 | ) | — | — | 10,098 | — | |||||||||||||
Equity in loss from unconsolidated entities | (1,591 | ) | (431 | ) | (46 | ) | — | (2,068 | ) | ||||||||||
Loss from continuing operations | (131,485 | ) | 8,739 | (21,118 | ) | 10,098 | (133,766 | ) | |||||||||||
Discontinued operations | 942 | (6,827 | ) | 8,756 | — | 2,871 | |||||||||||||
Net loss | (130,543 | ) | 1,912 | (12,362 | ) | 10,098 | (130,895 | ) | |||||||||||
Net loss attributable to noncontrolling interests | — | 367 | (15 | ) | — | 352 | |||||||||||||
Net loss attributable to FelCor LP | (130,543 | ) | 2,279 | (12,377 | ) | 10,098 | (130,543 | ) | |||||||||||
Preferred distributions | (38,713 | ) | — | — | — | (38,713 | ) | ||||||||||||
Net loss attributable to FelCor LP unitholders | $ | (169,256 | ) | $ | 2,279 | $ | (12,377 | ) | $ | 10,098 | $ | (169,256 | ) |
24. | Consolidating Financial Information — (continued) |
FelCor LP | Subsidiary Guarantors | Non-Guarantor Subsidiaries | Eliminations | Total Consolidated | |||||||||||||||
Revenues: | |||||||||||||||||||
Hotel operating revenue | $ | — | $ | 859,835 | $ | — | $ | — | $ | 859,835 | |||||||||
Percentage lease revenue | 8,454 | — | 166,948 | (175,402 | ) | — | |||||||||||||
Other revenue | 4 | 2,846 | 324 | — | 3,174 | ||||||||||||||
Total revenue | 8,458 | 862,681 | 167,272 | (175,402 | ) | 863,009 | |||||||||||||
Expenses: | |||||||||||||||||||
Hotel operating expenses | — | 595,999 | — | — | 595,999 | ||||||||||||||
Taxes, insurance and lease expense | 1,313 | 238,954 | 23,462 | (175,402 | ) | 88,327 | |||||||||||||
Corporate expenses | 797 | 16,299 | 13,651 | — | 30,747 | ||||||||||||||
Depreciation and amortization | 5,769 | 42,546 | 85,078 | — | 133,393 | ||||||||||||||
Impairment loss | — | 22,994 | 83,427 | — | 106,421 | ||||||||||||||
Other expenses | 17 | 3,678 | (415 | ) | — | 3,280 | |||||||||||||
Total operating expenses | 7,896 | 920,470 | 205,203 | (175,402 | ) | 958,167 | |||||||||||||
Operating loss | 562 | (57,789 | ) | (37,931 | ) | — | (95,158 | ) | |||||||||||
Interest expense, net | (81,494 | ) | (4,770 | ) | (53,229 | ) | — | (139,493 | ) | ||||||||||
Debt extinguishment | (1,658 | ) | 46,436 | (465 | ) | — | 44,313 | ||||||||||||
Loss before equity in income from unconsolidated entities and noncontrolling interests | (82,590 | ) | (16,123 | ) | (91,625 | ) | — | (190,338 | ) | ||||||||||
Equity in loss from consolidated entities | (152,326 | ) | — | — | 152,326 | — | |||||||||||||
Equity in income from unconsolidated entities | 17,218 | (618 | ) | 316 | — | 16,916 | |||||||||||||
Loss from continuing operations | (217,698 | ) | (16,741 | ) | (91,309 | ) | 152,326 | (173,422 | ) | ||||||||||
Discontinued operations | (6,224 | ) | (9,918 | ) | (36,273 | ) | — | (52,415 | ) | ||||||||||
Net loss | (223,922 | ) | (26,659 | ) | (127,582 | ) | 152,326 | (225,837 | ) | ||||||||||
Net loss attributable to noncontrolling interests | — | 1,134 | 781 | — | 1,915 | ||||||||||||||
Net loss attributable to FelCor LP | (223,922 | ) | (25,525 | ) | (126,801 | ) | 152,326 | (223,922 | ) | ||||||||||
Preferred distributions | (38,713 | ) | — | — | — | (38,713 | ) | ||||||||||||
Net loss attributable to FelCor LP unitholders | $ | (262,635 | ) | $ | (25,525 | ) | $ | (126,801 | ) | $ | 152,326 | $ | (262,635 | ) |
24. | Consolidating Financial Information — (continued) |
FelCor LP | Subsidiary Guarantors | Non-Guarantor Subsidiaries | Eliminations | Total Consolidated | |||||||||||||||
Revenues: | |||||||||||||||||||
Hotel operating revenue | $ | — | $ | 809,155 | $ | — | $ | — | $ | 809,155 | |||||||||
Percentage lease revenue | 12,227 | — | 140,762 | (152,989 | ) | — | |||||||||||||
Other revenue | 6 | 2,535 | 302 | — | 2,843 | ||||||||||||||
Total revenue | 12,233 | 811,690 | 141,064 | (152,989 | ) | 811,998 | |||||||||||||
Expenses: | |||||||||||||||||||
Hotel operating expenses | — | 558,509 | — | — | 558,509 | ||||||||||||||
Taxes, insurance and lease expense | 2,125 | 212,969 | 22,528 | (152,989 | ) | 84,633 | |||||||||||||
Corporate expenses | 772 | 13,906 | 9,538 | — | 24,216 | ||||||||||||||
Depreciation and amortization | 7,956 | 45,875 | 77,724 | — | 131,555 | ||||||||||||||
Other expenses | 95 | 3,775 | 137 | — | 4,007 | ||||||||||||||
Total operating expenses | 10,948 | 835,034 | 109,927 | (152,989 | ) | 802,920 | |||||||||||||
Operating income | 1,285 | (23,344 | ) | 31,137 | — | 9,078 | |||||||||||||
Interest expense, net | (43,507 | ) | (12,555 | ) | (43,512 | ) | — | (99,574 | ) | ||||||||||
Debt extinguishment | (1,721 | ) | — | — | — | (1,721 | ) | ||||||||||||
Gain on sale of assets | — | — | 723 | — | 723 | ||||||||||||||
Loss before equity in loss from unconsolidated entities and noncontrolling interests | (43,943 | ) | (35,899 | ) | (11,652 | ) | — | (91,494 | ) | ||||||||||
Equity in loss from consolidated entities | (62,653 | ) | — | — | 62,653 | — | |||||||||||||
Equity in loss from unconsolidated entities | (1,899 | ) | (755 | ) | (2,160 | ) | — | (4,814 | ) | ||||||||||
Loss from continuing operations | (108,495 | ) | (36,654 | ) | (13,812 | ) | 62,653 | (96,308 | ) | ||||||||||
Discontinued operations | (299 | ) | (9,767 | ) | (2,717 | ) | — | (12,783 | ) | ||||||||||
Net loss | (108,794 | ) | (46,421 | ) | (16,529 | ) | 62,653 | (109,091 | ) | ||||||||||
Net (income) loss attributable to noncontrolling interests | — | (180 | ) | 477 | — | 297 | |||||||||||||
Net loss attributable to FelCor LP | (108,794 | ) | (46,601 | ) | (16,052 | ) | 62,653 | (108,794 | ) | ||||||||||
Preferred distributions | (38,713 | ) | — | — | — | (38,713 | ) | ||||||||||||
Net loss attributable to FelCor LP unitholders | $ | (147,507 | ) | $ | (46,601 | ) | $ | (16,052 | ) | $ | 62,653 | $ | (147,507 | ) |
24. | Consolidating Financial Information — (continued) |
FelCor LP | Subsidiary Guarantors | Non-Guarantor Subsidiaries | Total Consolidated | ||||||||||||
Cash flows from (used in) operating activities | $ | (84,542 | ) | $ | 57,413 | $ | 72,994 | $ | 45,865 | ||||||
Cash flows from (used in) investing activities | 11,009 | (143,371 | ) | (80,058 | ) | (212,420 | ) | ||||||||
Cash flows from (used in) financing activities | (58,314 | ) | 109,378 | 8,343 | 59,407 | ||||||||||
Effect of exchange rates changes on cash | — | (66 | ) | — | (66 | ) | |||||||||
Change in cash and cash equivalents | (131,847 | ) | 23,354 | 1,279 | (107,214 | ) | |||||||||
Cash and cash equivalents at beginning of period | 155,350 | 43,647 | 1,975 | 200,972 | |||||||||||
Cash and equivalents at end of period | $ | 23,503 | $ | 67,001 | $ | 3,254 | $ | 93,758 |
FelCor LP | Subsidiary Guarantors | Non-Guarantor Subsidiaries | Total Consolidated | ||||||||||||
Cash flows from (used in) operating activities | $ | (64,668 | ) | $ | 20,644 | $ | 102,836 | $ | 58,812 | ||||||
Cash flows from (used in) investing activities | 20,366 | (114,324 | ) | (25,504 | ) | (119,462 | ) | ||||||||
Cash flows from (used in) financing activities | (24,874 | ) | 100,111 | (77,528 | ) | (2,291 | ) | ||||||||
Effect of exchange rates changes on cash | — | 382 | — | 382 | |||||||||||
Change in cash and cash equivalents | (69,176 | ) | 6,813 | (196 | ) | (62,559 | ) | ||||||||
Cash and cash equivalents at beginning of period | 224,526 | 36,834 | 2,171 | 263,531 | |||||||||||
Cash and equivalents at end of period | $ | 155,350 | $ | 43,647 | $ | 1,975 | $ | 200,972 |
FelCor LP | Subsidiary Guarantors | Non-Guarantor Subsidiaries | Total Consolidated | ||||||||||||
Cash flows from (used in) operating activities | $ | (12,636 | ) | $ | 3,073 | $ | 82,470 | $ | 72,907 | ||||||
Cash flows from (used in) investing activities | 3,876 | (17,111 | ) | (33,728 | ) | (46,963 | ) | ||||||||
Cash flows from (used in) financing activities | 225,567 | 9,282 | (49,021 | ) | 185,828 | ||||||||||
Effect of exchange rates changes on cash | — | 1,572 | — | 1,572 | |||||||||||
Change in cash and cash equivalents | 216,807 | (3,184 | ) | (279 | ) | 213,344 | |||||||||
Cash and cash equivalents at beginning of period | 7,719 | 40,018 | 2,450 | 50,187 | |||||||||||
Cash and equivalents at end of period | $ | 224,526 | $ | 36,834 | $ | 2,171 | $ | 263,531 |
Initial Cost | Cost Capitalized Subsequent to Acquisition | Gross Amounts at Which Carried at Close of Period | Accumulated Depreciation Buildings & Improvements | Life Upon Which Depreciation is Computed | ||||||||||||||||||||||||||||||||||||||
Location | Encumbrances | Land | Building and Improvements | Land | Building and Improvements | Land | Building and Improvements | Total | Year Opened | Date Acquired | ||||||||||||||||||||||||||||||||
Birmingham, AL (a) | $ | 16,420 | $ | 2,843 | $ | 29,286 | $ | — | $ | 4,249 | $ | 2,843 | $ | 33,535 | $ | 36,378 | $ | 12,643 | 1987 | 1/3/1996 | 15 - 40 Yrs | |||||||||||||||||||||
Phoenix - Biltmore, AZ (a) | 18,353 | 4,694 | 38,998 | — | 3,788 | 4,694 | 42,786 | 47,480 | 16,481 | 1985 | 1/3/1996 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
Phoenix – Crescent, AZ (b) | — | 3,608 | 29,583 | — | 1,934 | 3,608 | 31,517 | 35,125 | 10,708 | 1986 | 6/30/1997 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
Anaheim – North, CA (a) | 19,419 | 2,548 | 14,832 | — | 1,927 | 2,548 | 16,759 | 19,307 | 6,511 | 1987 | 1/3/1996 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
Dana Point – Doheny Beach, CA (c) | (l) | 1,787 | 15,545 | — | 4,255 | 1,787 | 19,800 | 21,587 | 6,853 | 1992 | 2/21/1997 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
Indian Wells – Esmeralda Resort & Spa, CA (d) | (k) | 30,948 | 73,507 | — | 1,944 | 30,948 | 75,451 | 106,399 | 7,633 | 1989 | 12/16/2007 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
Los Angeles – International Airport – South, CA (a) | (k) | 2,660 | 17,997 | — | 2,012 | 2,660 | 20,009 | 22,669 | 8,328 | 1985 | 3/27/1996 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
Milpitas – Silicon Valley, CA(a) | 10,676 | 4,021 | 23,677 | — | 4,063 | 4,021 | 27,740 | 31,761 | 10,524 | 1987 | 1/3/1996 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
Napa Valley, CA (a) | 14,936 | 2,218 | 14,205 | — | 3,641 | 2,218 | 17,846 | 20,064 | 6,436 | 1985 | 5/8/1996 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
Oxnard - Mandalay Beach – Hotel & Resort, CA (a) | (l) | 2,930 | 22,125 | — | 8,568 | 2,930 | 30,693 | 33,623 | 10,816 | 1986 | 5/8/1996 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
San Diego – On the Bay, CA (e) | (j) | — | 68,229 | — | 9,597 | — | 77,826 | 77,826 | 31,913 | 1965 | 7/28/1998 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
San Francisco – Airport/Burlingame, CA (a) | (j) | — | 39,929 | — | 2,958 | — | 42,887 | 42,887 | 16,619 | 1986 | 11/6/1995 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
San Francisco – Airport/South San Francisco, CA (a) | 24,131 | 3,418 | 31,737 | — | 4,035 | 3,418 | 35,772 | 39,190 | 13,764 | 1988 | 1/3/1996 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
San Francisco - Fisherman’s Wharf, CA (e) | (j) | — | 61,883 | — | 17,040 | — | 78,923 | 78,923 | 38,035 | 1970 | 7/28/1998 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
San Francisco –Union Square, CA (f) | (j) | 8,466 | 73,684 | (434 | ) | 50,220 | 8,032 | 123,904 | 131,936 | 32,572 | 1970 | 7/28/1998 | 15 - 40 Yrs | |||||||||||||||||||||||||||||
Santa Barbara – Goleta, CA (e) | (l) | 1,683 | 14,647 | 4 | 1,579 | 1,687 | 16,226 | 17,913 | 5,366 | 1969 | 7/28/1998 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
Santa Monica Beach – at the Pier, CA (e) | (l) | 10,200 | 16,580 | — | 352 | 10,200 | 16,932 | 27,132 | 3,307 | 1967 | 3/11/2004 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
Toronto - Airport, Canada (e) | (j) | — | 21,041 | — | 16,814 | — | 37,855 | 37,855 | 13,406 | 1970 | 7/28/1998 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
Wilmington, DE (c) | — | 1,379 | 12,487 | — | 11,270 | 1,379 | 23,757 | 25,136 | 8,167 | 1972 | 3/20/1998 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
Boca Raton, FL (a) | (l) | 1,868 | 16,253 | — | 3,216 | 1,868 | 19,469 | 21,337 | 8,770 | 1989 | 2/28/1996 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
Deerfield Beach – Resort & Spa, FL (a) | 23,390 | 4,523 | 29,443 | 68 | 6,341 | 4,591 | 35,784 | 40,375 | 13,300 | 1987 | 1/3/1996 | 15 - 40 Yrs |
Initial Cost | Cost Capitalized Subsequent to Acquisition | Gross Amounts at Which Carried at Close of Period | Accumulated Depreciation Buildings & Improvements | Life Upon Which Depreciation is Computed | |||||||||||||||||||||||||||||||||||||
Location | Encumbrances | Land | Building and Improvements | Land | Building and Improvements | Land | Building and Improvements | Total | Year Opened | Date Acquired | |||||||||||||||||||||||||||||||
Ft. Lauderdale – 17th Street, FL (a) | $ | 18,964 | $ | 5,329 | $ | 47,850 | (163 | ) | $ | 5,882 | $ | 5,166 | $ | 53,732 | $ | 58,898 | $ | 20,711 | 1986 | 1/3/1996 | 15 - 40 Yrs | ||||||||||||||||||||
Ft. Lauderdale – Cypress Creek, FL (b) | 13,759 | 3,009 | 26,177 | — | 2,752 | 3,009 | 28,929 | 31,938 | 9,227 | 1986 | 5/4/1998 | 15 - 40 Yrs | |||||||||||||||||||||||||||||
Jacksonville – Baymeadows, FL (a) | 19,415 | 1,130 | 9,608 | — | 8,344 | 1,130 | 17,952 | 19,082 | 6,949 | 1986 | 7/28/1994 | 15 - 40 Yrs | |||||||||||||||||||||||||||||
Miami – International Airport, FL (a) | 17,618 | 4,135 | 24,950 | — | 6,249 | 4,135 | 31,199 | 35,334 | 11,471 | 1983 | 1/3/1996 | 15 - 40 Yrs | |||||||||||||||||||||||||||||
Orlando – International Airport, FL (e) | 8,445 | 2,549 | 22,188 | 6 | 3,421 | 2,555 | 25,609 | 28,164 | 8,580 | 1984 | 7/28/1998 | 15 - 40 Yrs | |||||||||||||||||||||||||||||
Orlando – International Drive South/Convention, FL (a) | 19,827 | 1,632 | 13,870 | — | 3,177 | 1,632 | 17,047 | 18,679 | 7,254 | 1985 | 7/28/1994 | 15 - 40 Yrs | |||||||||||||||||||||||||||||
Orlando – Walt Disney World Resort, FL (c) | (j) | — | 28,092 | — | 1,780 | — | 29,872 | 29,872 | 13,398 | 1987 | 7/28/1997 | 15 - 40 Yrs | |||||||||||||||||||||||||||||
St. Petersburg – Vinoy Resort & Golf Club, FL (d) | (k) | — | 100,823 | — | 4,795 | — | 105,618 | 105,618 | 11,499 | 1925 | 12/16/2007 | 15 - 40 Yrs | |||||||||||||||||||||||||||||
Tampa – Tampa Bay, FL (c) | 10,658 | 2,142 | 18,639 | 1 | 2,934 | 2,143 | 21,573 | 23,716 | 7,717 | 1986 | 7/28/1997 | 15 - 40 Yrs | |||||||||||||||||||||||||||||
Atlanta – Airport, GA (a) | 11,636 | 2,568 | 22,342 | — | 3,713 | 2,568 | 26,055 | 28,623 | 8,287 | 1989 | 5/4/1998 | 15 - 40 Yrs | |||||||||||||||||||||||||||||
Atlanta – Buckhead, GA (a) | 34,327 | 7,303 | 38,996 | (300 | ) | 2,873 | 7,003 | 41,869 | 48,872 | 15,645 | 1988 | 10/17/1996 | 15 - 40 Yrs | ||||||||||||||||||||||||||||
Atlanta – Galleria, GA (b) | 17,199 | 5,052 | 28,507 | — | 2,252 | 5,052 | 30,759 | 35,811 | 10,723 | 1990 | 6/30/1997 | 15 - 40 Yrs | |||||||||||||||||||||||||||||
Atlanta – Gateway-Atlanta Airport, GA (b) | (j) | 5,113 | 22,857 | — | 1,889 | 5,113 | 24,746 | 29,859 | 8,733 | 1986 | 6/30/1997 | 15 - 40 Yrs | |||||||||||||||||||||||||||||
Indianapolis – North, IN (a) | 10,876 | 5,125 | 13,821 | — | 6,529 | 5,125 | 20,350 | 25,475 | 10,183 | 1986 | 8/1/1996 | 15 - 40 Yrs | |||||||||||||||||||||||||||||
Baton Rouge, LA (a) | 11,633 | 2,350 | 19,092 | 1 | 2,655 | 2,351 | 21,747 | 24,098 | 8,298 | 1985 | 1/3/1996 | 15 - 40 Yrs | |||||||||||||||||||||||||||||
New Orleans – Convention Center, LA (a) | — | 3,647 | 31,993 | — | 8,489 | 3,647 | 40,482 | 44,129 | 16,567 | 1984 | 12/1/1994 | 15 - 40 Yrs | |||||||||||||||||||||||||||||
New Orleans – French Quarter, LA (e) | (j) | — | 50,732 | — | 9,565 | — | 60,297 | 60,297 | 20,214 | 1969 | 7/28/1998 | 15 - 40 Yrs | |||||||||||||||||||||||||||||
Boston – at Beacon Hill, MA(e) | (j) | — | 45,192 | — | 9,263 | — | 54,455 | 54,455 | 24,472 | 1968 | 7/28/1998 | 15 - 40 Yrs | |||||||||||||||||||||||||||||
Boston – Copley Plaza, MA(h) | (k) | 27,600 | 62,500 | — | 2,105 | 27,600 | 64,605 | 92,205 | 2,110 | 1912 | 8/18/2010 | 15 - 40 Yrs | |||||||||||||||||||||||||||||
Boston – Marlborough, MA (a) | 20,392 | 948 | 8,143 | 761 | 14,792 | 1,709 | 22,935 | 24,644 | 8,393 | 1988 | 6/30/1995 | 15 - 40 Yrs |
Initial Cost | Cost Capitalized Subsequent to Acquisition | Gross Amounts at Which Carried at Close of Period | Accumulated Depreciation Buildings & Improvements | Life Upon Which Depreciation is Computed | ||||||||||||||||||||||||||||||||||||||
Location | Encumbrances | Land | Building and Improvements | Land | Building and Improvements | Land | Building and Improvements | Total | Year Opened | Date Acquired | ||||||||||||||||||||||||||||||||
Baltimore – at BWI Airport, MD(a) | $ | 20,653 | $ | 2,568 | $ | 22,433 | $ | (2 | ) | $ | 4,114 | $ | 2,566 | $ | 26,547 | 29,113 | 9,503 | 1987 | 3/20/1997 | 15 - 40 Yrs | ||||||||||||||||||||||
Bloomington, MN(a) | 15,102 | 2,038 | 17,731 | — | 3,128 | 2,038 | 20,859 | 22,897 | 7,470 | 1980 | 2/1/1997 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
Minneapolis – Airport, MN(a) | 18,797 | 5,417 | 36,508 | 24 | 2,252 | 5,441 | 38,760 | 44,201 | 15,241 | 1986 | 11/6/1995 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
St Paul – Downtown, MN(a) | — | 1,156 | 17,315 | — | 1,762 | 1,156 | 19,077 | 20,233 | 7,449 | 1983 | 11/15/1995 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
Charlotte – SouthPark, NC (c) | (l) | 1,458 | 12,681 | — | 3,283 | 1,458 | 15,964 | 17,422 | 4,137 | N/A | 7/12/2002 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
Raleigh/Durham, NC (c) | 14,230 | 2,124 | 18,476 | — | 2,549 | 2,124 | 21,025 | 23,149 | 7,160 | 1987 | 7/28/1997 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
New York - Morgans | (k) | 16,200 | 29,872 | — | 193 | 16,200 | 30,065 | 46,265 | 436 | 1984 | 5/23/2011 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
New York - Royalton | (k) | 32,500 | 48,423 | — | 484 | 32,500 | 48,907 | 81,407 | 708 | 1988 | 5/23/2011 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
Philadelphia – Historic District, PA (e) | (l) | 3,164 | 27,535 | 7 | 9,899 | 3,171 | 37,434 | 40,605 | 13,702 | 1972 | 7/28/1998 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
Philadelphia – Society Hill, PA(b) | 42,864 | 4,542 | 45,121 | — | 8,716 | 4,542 | 53,837 | 58,379 | 18,146 | 1986 | 10/1/1997 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
Pittsburgh – at University Center (Oakland), PA (e) | (l) | — | 25,031 | — | 3,341 | — | 28,372 | 28,372 | 9,832 | 1988 | 11/1/1998 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
Charleston – Mills House, SC(e) | 21,018 | 3,251 | 28,295 | 7 | 5,148 | 3,258 | 33,443 | 36,701 | 10,557 | 1982 | 7/28/1998 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
Myrtle Beach – Oceanfront Resort, SC (a) | (j) | 2,940 | 24,988 | — | 6,024 | 2,940 | 31,012 | 33,952 | 10,842 | 1987 | 12/5/1996 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
Myrtle Beach Resort (g) | (l) | 9,000 | 19,844 | 6 | 29,940 | 9,006 | 49,784 | 58,790 | 10,958 | 1974 | 7/23/2002 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
Nashville – Airport – Opryland Area, TN (a) | (l) | 1,118 | 9,506 | — | 1,892 | 1,118 | 11,398 | 12,516 | 5,251 | 1985 | 7/28/1994 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
Nashville – Opryland – Airport (Briley Parkway), TN(e) | (j) | — | 27,734 | — | 3,381 | — | 31,115 | 31,115 | 14,225 | 1981 | 7/28/1998 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
Austin, TX (c) | 8,288 | 2,508 | 21,908 | — | 3,562 | 2,508 | 25,470 | 27,978 | 9,261 | 1987 | 3/20/1997 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
Dallas – Love Field, TX (a) | 13,580 | 1,934 | 16,674 | — | 3,865 | 1,934 | 20,539 | 22,473 | 7,966 | 1986 | 3/29/1995 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
Dallas – Park Central, TX (i) | — | 4,513 | 43,125 | 762 | 7,967 | 5,275 | 51,092 | 56,367 | 17,943 | 1983 | 6/30/1997 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
Houston - Medical Center, TX(e) | (l) | — | 22,027 | — | 6,161 | — | 28,188 | 28,188 | 8,770 | 1984 | 7/28/1998 | 15 - 40 Yrs | ||||||||||||||||||||||||||||||
San Antonio - International Airport, TX (e) | 19,587 | 3,351 | 29,168 | (185 | ) | 4,024 | 3,166 | 33,192 | 36,358 | 11,234 | 1981 | 7/28/1998 | 15 - 40 Yrs | |||||||||||||||||||||||||||||
Burlington Hotel & Conference Center, VT (b) | 30,482 | 3,136 | 27,283 | (2 | ) | 2,944 | 3,134 | 30,227 | 33,361 | 10,505 | 1967 | 12/4/1997 | 15 - 40 Yrs | |||||||||||||||||||||||||||||
Total hotels | $ | 546,675 | $ | 272,344 | $ | 1,873,718 | $ | 561 | $ | 377,891 | $ | 272,905 | $ | 2,251,609 | $ | 2,524,514 | $ | 723,879 | ||||||||||||||||||||||||
Other properties (less than 5% of total) | $ | — | $ | 550 | $ | 3,686 | $ | — | $ | 180 | $ | 550 | $ | 3,866 | $ | 4,416 | $ | 103 | ||||||||||||||||||||||||
Total | $ | 546,675 | $ | 272,894 | $ | 1,877,404 | $ | 561 | $ | 378,071 | $ | 273,455 | $ | 2,255,475 | $ | 2,528,930 | $ | 723,982 |
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
Reconciliation of Land and Buildings and Improvements | ||||||||||||
Balance at beginning of period | $ | 2,609,050 | $ | 2,541,962 | $ | 2,586,034 | ||||||
Additions during period: | ||||||||||||
Acquisitions | 131,231 | 90,100 | — | |||||||||
Improvements | 34,981 | 22,863 | 51,895 | |||||||||
Deductions during period: | ||||||||||||
Disposition of properties | (246,332 | ) | — | (95,967 | ) | |||||||
Foreclosures | — | (45,875 | ) | — | ||||||||
Balance at end of period before impairment charges | 2,528,930 | 2,609,050 | 2,541,962 | |||||||||
Cumulative impairment charges on real estate assets owned at end of period | (151,408 | ) | (179,477 | ) | (49,680 | ) | ||||||
Balance at end of period | $ | 2,377,522 | $ | 2,429,573 | $ | 2,492,282 | ||||||
Reconciliation of Accumulated Depreciation | ||||||||||||
Balance at beginning of period | $ | 729,420 | $ | 672,160 | $ | 629,920 | ||||||
Additions during period: | ||||||||||||
Depreciation for the period | 68,826 | 71,821 | 69,408 | |||||||||
Deductions during period: | ||||||||||||
Disposition of properties | (74,264 | ) | (14,561 | ) | (27,168 | ) | ||||||
Balance at end of period | $ | 723,982 | $ | 729,420 | $ | 672,160 |
Exhibit Number | Description of Exhibit | ||
3.1 | Articles of Amendment and Restatement dated June 22, 1995, amending and restating the Charter of FelCor Lodging Trust Incorporated (“FelCor”), as amended or supplemented by Articles of Merger dated June 23, 1995, Articles Supplementary dated April 30, 1996, Articles of Amendment dated August 8, 1996, Articles of Amendment dated June 16, 1997, Articles of Amendment dated October 30, 1997, Articles Supplementary filed May 6, 1998, Articles of Merger and Articles of Amendment dated July 27, 1998, Certificate of Correction dated March 11, 1999, Certificate of Correction to the Articles of Merger between FelCor and Bristol Hotel Company, dated August 30, 1999, Articles Supplementary, dated April 1, 2002, Certificate of Correction, dated March 29, 2004, to Articles Supplementary filed May 2, 1996, Articles Supplementary filed April 2, 2004, Articles Supplementary filed August 20, 2004, Articles Supplementary filed April 6, 2005, and Articles Supplementary filed August 29, 2005 (filed as Exhibit 4.1 to FelCor’s Registration Statement on Form S-3 (Registration No. 333-128862) and incorporated herein by reference). | ||
3.2 | Bylaws of FelCor Lodging Trust Incorporated (filed as Exhibit 3.1 to FelCor’s Form 8-K dated November 12, 2010 and incorporated herein by reference). | ||
4.1 | Form of Share Certificate for Common Stock (filed as Exhibit 4.1 to FelCor’s Form 10-Q for the quarter ended June 30, 1996 and incorporated herein by reference). | ||
4.2 | Form of Share Certificate for $1.95 Series A Cumulative Convertible Preferred Stock (filed as Exhibit 4.4 to FelCor’s Form 8-K, dated May 1, 1996, and incorporated herein by reference). |
4.3 | Form of Share Certificate for 8% Series C Cumulative Redeemable Preferred Stock (filed as Exhibit 4.10.1 to FelCor’s Form 8-K, dated April 6, 2005, and incorporated herein by reference). |
4.4 | Deposit Agreement, dated April 7, 2005, between FelCor and SunTrust Bank, as preferred share depositary (filed as Exhibit 4.11.1 to FelCor’s Form 8-K, dated April 6, 2005, and incorporated herein by reference). |
4.4.1 | Supplement and Amendment to Deposit Agreement, dated August 30, 2005, between the Company and SunTrust Bank, as depositary (filed as Exhibit 4.11.2 to FelCor’s Form 8-K, dated April 6, 2005, and incorporated herein by reference). |
4.5 | Form of Depositary Receipt evidencing the Depositary Shares, which represent the 8% Series C Cumulative Redeemable Preferred Stock (filed as Exhibit 4.12.1 to FelCor’s Form 8-K, dated April 6, 2005, and incorporated herein by reference). |
4.6 | Indenture, dated as of October 1, 2009, by and between FelCor Escrow Holdings, L.L.C. and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to FelCor’s Form 8-K, dated October 1, 2009, and incorporated herein by reference). |
4.6.1 | First Supplemental Indenture dated as of October 12, 2009, by and between FelCor Escrow Holdings, L.L.C. and U.S. Bank National Association (filed as Exhibit 4.1 to FelCor’s Form 8‑K, dated October 13, 2009, and incorporated herein by reference). |
4.6.2 | Second Supplemental Indenture dated as of October 13, 2009, by and among FelCor, FelCor Lodging Limited Partnership (“FelCor LP”), certain subsidiary guarantors named therein, FelCor Holdings Trust, FelCor Escrow Holdings, L.L.C. and U.S. Bank National Association (filed as Exhibit 4.2 to FelCor’s Form 8-K dated, October 13, 2009, and incorporated herein by reference). |
4.6.3 | Third Supplemental Indenture dated as of March 23, 2010, by and among FelCor, FelCor LP, certain subsidiary guarantors named therein, FelCor Holdings Trust and U.S. Bank National Association (Filed as Exhibit 4.1 to FelCor's Form 10-Q for the quarter ended March 31, 2010, and incorporated herein by reference). |
4.6.4 | Fourth Supplemental Indenture, dated as of March 3, 2011, by and among FelCor Lodging Trust Incorporated, FelCor Lodging Limited Partnership, certain of their subsidiaries, as guarantors, and U.S. Bank National Association, as trustee (filed as exhibit 4.4 to FelCor's Form 8-K, dated May 23, 2011, and incorporated herein by reference). |
4.6.5 | Fifth Supplemental Indenture, dated as of May 23, 2011, by and among FelCor Lodging Trust Incorporated, FelCor Lodging Limited Partnership, certain of their subsidiaries, as guarantors, and U.S. Bank National Association, as trustee (filed as exhibit 4.5 to FelCor's Form 8-K, dated May 23, 2011, and incorporated herein by reference). |
4.7 | Registration Rights Agreement dated October 1, 2009 to be effective as of October 13, 2009, by and among FelCor, FelCor LP, certain subsidiary guarantors named therein, and J.P. Morgan Securities Inc. on behalf of itself and the initial purchasers (filed as Exhibit 4.3 to FelCor’s Form 8-K, dated October 13, 2009, and incorporated herein by reference). |
4.8.1 | Indenture, dated as of May 10, 2011, by and between FelCor Escrow Holdings, L.L.C. and Wilmington Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as Collateral Agent, Registrar and Paying Agent (filed as exhibit 4.1 to FelCor's Form 8-K, dated May 23, 2011, and incorporated herein by reference). |
4.8.2 | First Supplemental Indenture, dated as of May 23, 2011, by and among FelCor Escrow Holdings, L.L.C., FelCor Lodging Limited Partnership, FelCor Lodging Trust Incorporated, certain of their subsidiaries, as guarantors, and Wilmington Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as Collateral Agent, Registrar and Paying Agent (filed as exhibit 4.2 to FelCor's Form 8-K, dated May 23, 2011, and incorporated herein by reference). |
4.9 | Registration Rights Agreement, dated May 10, 2011, among FelCor Lodging Limited Partnership, FelCor Lodging Trust Incorporated, the subsidiary guarantors named therein, and J.P. Morgan Securities LLC (filed as exhibit 4.3 to FelCor's Form 8-K, dated May 23, 2011, and incorporated herein by reference). |
10.1 | Second Amended and Restated Agreement of Limited Partnership of FelCor LP, dated as of December 31, 2001 (filed as Exhibit 10.1 to FelCor’s Form 10-K for the fiscal year ended December 31, 2001 (the “2001 Form 10-K”) and incorporated herein by reference). |
10.1.1 | First Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor LP, dated April 1, 2002 (filed as Exhibit 10.1.1 to FelCor’s Form 8-K, dated April 1, 2002, and incorporated herein by reference). |
10.1.2 | Second Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor LP, dated August 31, 2002 (filed as Exhibit 10.1.2 to FelCor’s Form 10-K for the fiscal year ended December 31, 2002 (the “2002 Form 10-K”), and incorporated herein by reference). |
10.1.3 | Third Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor LP, dated October 1, 2002 (filed as Exhibit 10.1.3 to the 2002 Form 10-K and incorporated herein by reference). |
10.1.4 | Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor LP, dated as of July 1, 2003 (filed as Exhibit 10.1.4 to FelCor’s Form 10-Q for the quarter ended March 31, 2004, and incorporated herein by reference). |
10.1.5 | Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor LP, dated as of April 2, 2004 (filed as Exhibit 10.1.5 to FelCor’s Form 10-Q for the quarter ended March 31, 2004, and incorporated herein by reference). |
10.1.6 | Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor LP, dated as of August 23, 2004 (filed as Exhibit 10.1.6 to FelCor’s Form 8-K, dated August 26, 2004, and incorporated herein by reference). |
10.1.7 | Seventh Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor LP, dated as of April 7, 2005, which contains Addendum No. 4 to the Second Amended and Restated Agreement of Limited Partnership of FelCor Lodging Limited Partnership (filed as Exhibit 10.1.8 to FelCor’s Form 8-K, dated April 6, 2005, and incorporated herein by reference). |
10.1.8 | Eighth Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor LP, dated as of August 30, 2005 (filed as Exhibit 10.1.9 to FelCor’s Form 8-K, dated August 29, 2005, and incorporated herein by reference). |
10.2.1 | Form of Management Agreement between subsidiaries of FelCor, as owner, and a subsidiary of InterContinental Hotels, as manager, with respect to FelCor’s InterContinental Hotels branded hotels (included as an exhibit to the Leasehold Acquisition Agreement, which was filed as Exhibit 10.28 to FelCor’s Form 10-Q for the quarter ended March 31, 2001, and incorporated herein by reference). |
10.2.2 | Omnibus Agreement between FelCor and all its various subsidiaries, controlled entities and affiliates, and Six Continents Hotels, Inc. and all its various subsidiaries, controlled entities and affiliates, with respect to FelCor’s InterContinental Hotels branded hotels (filed as Exhibit 10.2.2 to FelCor’s Form 10-K for the fiscal year ended December 31, 2005 (the “2005 Form 10‑K”), and incorporated herein by reference). |
10.3.1 | Form of Management Agreement between subsidiaries of FelCor, as owner, and a subsidiary of Hilton Hotels Corporation, as manager, with respect to FelCor’s Embassy Suites Hotels branded hotels, including the form of Embassy Suites Hotels License Agreement attached as an exhibit thereto, effective prior to July 28, 2004 (filed as Exhibit 10.5 to the 2001 Form 10-K, and incorporated herein by reference). |
10.3.2 | Form of Management Agreement between subsidiaries of FelCor, as owner, and a subsidiary of Hilton Hotels Corporation, as manager, with respect to FelCor’s Embassy Suites Hotels branded hotels, including the form of Embassy Suites Hotels License Agreement attached as an exhibit thereto, effective July 28, 2004 (filed as Exhibit 10.3.2 to FelCor’s Form 10-K for the fiscal year ended December 31, 2004 (the “2004 Form 10-K”), and incorporated herein by reference). |
10.4 | Form of Management Agreement between subsidiaries of FelCor, as owner, and a subsidiary of Hilton Hotels Corporation, as manager, with respect to FelCor’s Doubletree and Doubletree Guest Suites branded hotels (filed as Exhibit 10.6 to the 2001 Form 10-K and incorporated herein by reference). |
10.5 | Form of Management Agreement between subsidiaries of FelCor, as owner, and a subsidiary of Starwood Hotels & Resorts, Inc., as manager, with respect to FelCor’s Sheraton and Westin branded hotels (filed as Exhibit 10.7 to the 2001 Form 10-K and incorporated herein by reference). |
10.6 | Executive Employment Agreement, dated effective as of February 1, 2006, between FelCor and Thomas J. Corcoran, Jr. (filed as Exhibit 10.36 to FelCor’s Form 8-K, dated February 7, 2006, and incorporated herein by reference). |
10.6.1 | Letter Agreement dated March 1, 2008 between Thomas J. Corcoran, Jr. and FelCor (filed as Exhibit 101 to FelCor’s Form 10-Q for the quarter ended March 31, 2008, and incorporated herein by reference). |
10.7 | Executive Employment Agreement dated October 19, 2007, between FelCor and Richard A. Smith (filed as Exhibit 10.1 to FelCor’s Form 10-Q for the quarter ended September 30, 2007, and incorporated herein by reference). |
10.8 | Form of 2007 Change in Control and Severance Agreement between FelCor and each of Rick Smith, Andy Welch, Mike DeNicola, Troy Pentecost, Jon Yellen and Tom Corcoran (filed as Exhibit 10.1 to FelCor’s Form 8-K dated October 23, 2007, and incorporated herein by reference). |
10.9 | Savings and Investment Plan of FelCor (filed as Exhibit 10.10 to the 2001 Form 10-K and incorporated herein by reference). |
10.10 | 2001 Restricted Stock and Stock Option Plan of FelCor (filed as Exhibit 10.14 to the 2002 Form 10-K and incorporated herein by reference). |
10.11 | Form of Nonstatutory Stock Option Contract under Restricted Stock and Stock Option Plans of FelCor (filed as Exhibit 10.16 to the 2004 Form 10-K and incorporated herein by reference). |
10.12 | Form of Employee Stock Grant Contract under Restricted Stock and Stock Option Plans of FelCor (filed as Exhibit 10.17 to the 2004 Form 10-K and incorporated herein by reference). |
10.13 | FelCor’s 2005 Restricted Stock and Stock Option Plan (as amended through August 9, 2011)(filed as Exhibit 4.4 to FelCor's Form 8-K, dated August 9, 2011, and incorporated herein by reference). |
10.14 | Form of Employee Stock Grant Contract under Restricted Stock and Stock Option Plans of FelCor applicable to grants in 2005 and thereafter (filed as Exhibit 10.33 to FelCor’s Form 8-K, dated April 26, 2005, and incorporated herein by reference). |
10.15 | Form of Employee Stock Grant and Supplemental Long-Term Cash Payment Agreement dated as of February 19, 2009 (filed as Exhibit 10.1 to FelCor’s Form 8-K, dated February 20, 2009, and incorporated herein by reference). |
10.15.1 | Amendment to Employee Stock Grant and Supplemental Long-Term Cash Payment Agreement dated as of February 19, 2009 (filed as Exhibit 10.1 to FelCor’s Form 8-K, dated December 28, 2009, and incorporated herein by reference). |
10.16 | Form of Restricted Payment Contract (filed as Exhibit 10.2 to FelCor’s Form 8-K, dated December 28, 2009, and incorporated herein by reference). |
10.17 | Form of Employee Stock Grant Contract (filed as Exhibit 10.3 to FelCor’s Form 8-K, dated December 28, 2009, and incorporated herein by reference). |
10.18 | Form of Indemnification Agreement by and among FelCor, FelCor LP and individual officers and directors of FelCor (filed as Exhibit 10.1 to FelCor’s 10-Q for the quarter ended March 31, 2009, and incorporated herein by reference; superseding the form of Indemnification Agreement that was filed as Exhibit 10.1 to FelCor’s Form 8-K, dated November 9, 2006, and incorporated herein by reference). |
10.19 | Form of Guaranty Agreement by and among FelCor, FelCor LP and individual employees of FelCor (filed as Exhibit 10.2 to FelCor’s Form 10-Q for the quarter ended March 31, 2009, and incorporated herein by reference). |
10.20 | Summary of Amended Annual Compensation Program for Directors of FelCor (filed as exhibit 10.21 to FelCor's Form 10-K for the fiscal year ended December 31, 2009 and incorporated herein by reference). |
10.21 | Summary of FelCor’s Performance-Based Annual Incentive Compensation Programs (filed as Exhibit 10.1 to FelCor’s Form 8-K, dated February 18, 2010, and incorporated herein by reference). |
10.22.1 | Form of Loan Agreement, each dated either May 26, 2004, June 10, 2004 or July 19, 2004, between JPMorgan Chase Bank, as lender, and each of FelCor/JPM Boca Raton Hotel, L.L.C., FelCor/JPM Phoenix Hotel, L.L.C., FelCor/JPM Wilmington Hotel, L.L.C., FelCor/JPM Atlanta ES Hotel, L.L.C., FelCor/JPM Austin Holdings, L.P., FelCor/JPM Orlando Hotel, L.L.C., and FelCor/JPM BWI Hotel, L.L.C. and FCH/DT BWI Hotel, L.L.C., as borrowers, and acknowledged and agreed by FelCor LP (filed as Exhibit 10.34 to FelCor’s Form 10-Q for the quarter ended June 30, 2004, and incorporated herein by reference). |
10.22.2 | Form of Mortgage, Renewal Mortgage, Deed of Trust, Deed to Secure Debt, Indemnity Deed of Trust and Assignment of Leases and Rents, Security Agreement and Fixture Filing, each dated either May 26, 2004, June 10, 2004 or July 19, 2004, from FelCor/JPM Wilmington Hotel, L.L.C., DJONT/JPM Wilmington Leasing, L.L.C., FelCor/JPM Phoenix Hotel, L.L.C., DJONT/JPM Phoenix Leasing, L.L.C., FelCor/JPM Boca Raton Hotel, L.L.C., DJONT/JPM Boca Raton Leasing, L.L.C., FelCor/JPM Atlanta ES Hotel, L.L.C., DJONT/JPM Atlanta ES Leasing, L.L.C., FelCor/JPM Austin Holdings, L.P., DJONT/JPM Austin Leasing, L.P., FelCor/JPM Orlando Hotel, L.L.C., DJONT/JPM Orlando Leasing, L.L.C., FCH/DT BWI Holdings, L.P., FCH/DT BWI Hotel, L.L.C. and DJONT/JPM BWI Leasing, L.L.C., to, and for the benefit of, JPMorgan Chase Bank, as mortgagee or beneficiary (filed as Exhibit 10.34.1 to FelCor’s Form 10-Q for the quarter ended June 30, 2004, and incorporated herein by reference). |
10.22.3 | Form of seven separate Promissory Notes, each dated either May 26, 2004, June 10, 2004 or July 19, 2004, made by FelCor/JPM Wilmington Hotel, L.L.C., FelCor/JPM Phoenix Hotel, L.L.C., FelCor/JPM Boca Raton Hotel, L.L.C., FelCor/JPM Atlanta ES Hotel, L.L.C., FelCor/JPM Austin Holdings, L.P., FelCor/JPM Orlando Hotel, L.L.C., and FelCor/JPM BWI Hotel, L.L.C., each separately payable to the order of JPMorgan Chase Bank in the respective original principal amounts of $11,000,000 (Wilmington, Delaware), $21,368,000 (Phoenix, Arizona), $5,500,000 (Boca Raton, Florida), $13,500,000 (Atlanta, Georgia), $9,616,000 (Austin, Texas), $9,798,000 (Orlando, Florida), and $24,120,000 (Linthicum, Maryland) (filed as Exhibit 10.34.2 to FelCor’s Form 10-Q for the quarter ended June 30, 2004, and incorporated herein by reference). |
10.22.4 | Form of Guaranty of Recourse of Borrower, each dated either May 26, 2004, June 10, 2004 or July 19, 2004, made by FelCor LP in favor of JPMorgan Chase Bank (filed as Exhibit 10.34.3 to FelCor's Form 10-Q for the quarter ended June 30, 2004, and incorporated herein by reference). |
10.23.1 | Loan Agreement, dated as of November 10, 2006, by and among FelCor/JPM Hotels, L.L.C. and DJONT/JPM Leasing, L.L.C., as borrowers, and Bank of America, N.A., as lender, relating to a $250 million loan from lender to borrower (filed as Exhibit 10.35.1 to the FelCor’s Form 10-K for the fiscal year ended December 31, 2006 (the “2006 Form 10-K”), and incorporated herein by reference). |
10.23.1.1 | First Amendment to Loan Agreement and Other Loan Documents, dated as of January 31, 2007, by and among FelCor/JPM Hotels, L.L.C. and DJONT/JPM Leasing, L.L.C., as borrowers, and Bank of America, N.A., as lender (filed as Exhibit 10.35.1 to the 2006 Form 10-K and incorporated herein by reference). |
10.23.2 | Form of Mortgage, Deed of Trust and Security Agreement, each dated as of November 10, 2006, from FelCor/JPM Hotels, L.L.C. and DJONT/JPM Leasing, L.L.C., as borrowers, in favor of Bank of America, N.A., as lender, each covering a separate hotel and securing the Mortgage Loan (filed as Exhibit 10.35.2 to the 2006 Form 10-K and incorporated herein by reference). |
10.23.3 | Form of Amended and Restated Promissory Note, each dated as of January 31, 2007, made by FelCor/JPM Hotels, L.L.C. and DJONT/JPM Leasing, L.L.C. payable to the order of either Bank of America, N.A. or JPMorgan Chase Bank, N.A., as lender, in the original aggregate principal amount of $250 million (filed as Exhibit 10.35.3 to the 2006 Form 10-K and incorporated herein by reference). |
10.23.4 | Guaranty of Recourse Obligations of Borrowers, dated as of November 10, 2006, made by FelCor LP in favor of Bank of America, N.A. (filed as Exhibit 10.35.4 to the 2006 Form 10-K and incorporated herein by reference). |
10.24.1 | Loan Agreement, dated March 31, 2009, by and between FelCor/CSS (SPE), L.L.C., as borrower, The Prudential Insurance Company of America, as lender, and joined by DJONT Operations, L.L.C. (filed as Exhibit 10.3 to FelCor’s Form 10-Q for the quarter ended March 31, 2009, and incorporated herein by reference). |
10.24.2 | Form of Mortgage and Security Agreement, dated March 31, 2009, executed by FelCor/CSS (SPE), L.L.C. and DJONT Operations, L.L.C. for the benefit of The Prudential Insurance Company of America (filed as Exhibit 10.4 to FelCor’s Form 10-Q for the quarter ended March 31, 2009, and incorporated herein by reference). |
10.24.3 | Promissory Note, dated March 31, 2009, made by FelCor/CSS (SPE), L.L.C., as borrower, in favor of The Prudential Insurance Company of America (filed as Exhibit 10.5 to FelCor’s Form 10-Q for the quarter ended March 31, 2009, and incorporated herein by reference). |
10.24.4 | Recourse Liabilities Guarantee, dated March 31, 2009, made by FelCor and FelCor LP in favor of The Prudential Insurance Company of America (filed as Exhibit 10.6 to FelCor’s Form 10-Q for the quarter ended March 31, 2009, and incorporated herein by reference). |
10.25.1 | Pledge Agreement dated October 13, 2009, by and among FelCor, FelCor LP, certain subsidiary pledgors named therein, FelCor Holdings Trust, and U.S. Bank National Association (filed as Exhibit 10.1 to FelCor’s Form 8-K dated October 13, 2009, and incorporated herein by reference). |
10.25.2 | Form of Mortgage, Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing by and among FelCor Lodging Trust Incorporated, FelCor Lodging Limited Partnership, certain of their subsidiaries, as guarantors, and U.S. Bank National Association, as trustee and collateral agent, relating to the 10% Senior Secured Notes due 2014 (Filed as exhibit 10.1 to the May 2010 Form 10-Q and incorporated herein by reference). |
10.26.1 | Credit Agreement, dated as of May 3, 2010, by and among FelCor/CMB Buckhead Hotel, L.L.C., FelCor/CMB Marlborough Hotel, L.L.C., FelCor/CMB Corpus Holdings, L.P., FelCor/CMB Orsouth Holdings, L.P., FelCor/CMB SSF Holdings, L.P., FelCor S-4 Hotels (SPE), L.L.C., DJONT/CMB Buckhead Leasing, L.L.C., DJONT/CMB FCOAM, L.L.C., DJONT/CMB Corpus Leasing, L.L.C., DJONT/CMB Orsouth Leasing, L.L.C., DJONT/CMB SSF Leasing, L.L.C., FelCor S-4 Leasing (SPE), L.L.C., FCH/SH Leasing II, L.L.C., and Fortress Credit Corp. (as administrative agent and initial lender) (filed as exhibit 10.33.1 to FelCor's Registration Statement on Form S-11 (Registration File No. 333-166779) (“FelCor's S-11 filed May 13, 2010”) and incorporated herein by reference). |
10.26.2 | Form of Promissory Note, dated as of May 3, 2010, executed by FelCor/CMB Buckhead Hotel, L.L.C., FelCor/CMB Marlborough Hotel, L.L.C., FelCor/CMB Corpus Holdings, L.P., FelCor/CMB Orsouth Holdings, L.P., FelCor/CMB SSF Holdings, L.P., FelCor S-4 Hotels (SPE), L.L.C., DJONT/CMB Buckhead Leasing, L.L.C., DJONT/CMB FCOAM, L.L.C., DJONT/CMB Corpus Leasing, L.L.C., DJONT/CMB Orsouth Leasing, L.L.C., DJONT/CMB SSF Leasing, L.L.C., and FelCor S-4 Leasing (SPE), L.L.C. ) (filed as exhibit 10.33.2 to FelCor's S-11 filed May 13, 2010 and incorporated herein by reference). |
10.26.3 | Pledge and Security Agreement, dated as of May 3, 2010, by and among FelCor LP, DJONT Operations, L.L.C., FelCor TRS Holdings, L.L.C., FelCor/CSS Holdings, L.P., and Fortress Credit Corp. (filed as exhibit 10.33.3 to FelCor's S-11 filed May 13, 2010 and incorporated herein by reference). |
10.26.4 | Form of Mortgage, Fixture Filing and Security Agreement, dated as of May 3, 2010, granted by FelCor/CMB Buckhead Hotel, L.L.C., FelCor/CMB Marlborough Hotel, L.L.C., FelCor/CMB Corpus Holdings, L.P., FelCor/CMB Orsouth Holdings, L.P., FelCor/CMB SSF Holdings, L.P., FelCor S-4 Hotels (SPE), L.L.C., DJONT/CMB Buckhead Leasing, L.L.C., DJONT/CMB FCOAM, L.L.C., DJONT/CMB Corpus Leasing, L.L.C., DJONT/CMB Orsouth Leasing, L.L.C., DJONT/CMB SSF Leasing, L.L.C., and FelCor S-4 Leasing (SPE), L.L.C for the benefit of Fortress Credit Corp. (filed as exhibit 10.33.4 to FelCor's S-11 filed May 13, 2010 and incorporated herein by reference). |
10.26.5 | Guaranty, dated as of May 3, 2010, granted by FelCor LP in favor of Fortress Credit Corp. (filed as exhibit 10.33.5 to FelCor's S-11 filed May 13, 2010 and incorporated herein by reference). |
10.26.6* | Second Amendment to Loan Agreement and Other Loan Documents, dated as of October 27, 2011, by and among FelCor/JPM Hotels, L.L.C. and DJONT/JPM Leasing, L.L.C., as borrowers, FelCor LP, as guarantor, and Wells Fargo Bank, N.A., as trustee for Bear Stearns Commercial Mortgage Securities Trust 2007-BBA8 Commercial Mortgage Pass-Through Certificates Series 2007-BBA8, for itself and as Servicing Lender. |
10.26.7* | Guaranty of Payment, dated as of October 27, 2011, made by FelCor LP in favor of Wells Fargo Bank, N.A., as trustee for Bear Stearns Commercial Mortgage Securities Trust 2007-BBA8 Commercial Mortgage Pass-Through Certificates Series 2007-BBA8, for itself and as Servicing Lender. |
10.26.8* | Form of Mortgage, Deed of Trust and Security Agreement, each dated as of October 27, 2011, from FelCor/JPM Hotels, L.L.C. and DJONT/JPM Leasing, L.L.C., as borrowers, in favor of Wells Fargo Bank, N.A., as trustee for Bear Stearns Commercial Mortgage Securities Trust 2007-BBA8 Commercial Mortgage Pass-Through Certificates Series 2007-BBA8, for itself and as Servicing Lender, each covering a separate hotel and securing the Mortgage Loan. |
10.27.1 | Revolving Credit Agreement dated as of March 4, 2011, among FelCor/JPM Hospitality (SPE), L.L.C., DJONT/JPM Hospitality Leasing (SPE), L.L.C., FelCor/JPM Boca Raton Hotel, L.L.C., and DJONT/JPM Boca Raton Leasing, L.L.C., as borrowers, and JPMorgan Chase Bank, N.A., as administrative agent, and the lenders that are parties thereto (filed as exhibit 10.1 to FelCor's Form 10-Q for the quarter ended March 31, 2011, and incorporated herein by reference). |
10.27.2 | Form of Revolving Note under the Revolving Credit Agreement, each dated as of March 4, 2011, made by FelCor/JPM Hospitality (SPE), L.L.C., DJONT/JPM Hospitality Leasing (SPE), L.L.C., FelCor/JPM Boca Raton Hotel, L.L.C., and DJONT/JPM Boca Raton Leasing, L.L.C., for the benefit of the lenders (filed as exhibit 10.2 to FelCor's Form 10-Q for the quarter ended March 31, 2011, and incorporated herein by reference). |
10.27.3 | Guaranty Agreement to the Revolving Credit Agreement dated as of March 4, 2011, by FelCor Lodging Trust Incorporated and FelCor Lodging Limited Partnership in favor of JPMorgan Chase Bank, N.A., as administrative agent, on behalf of the lenders (filed as exhibit 10.3 to FelCor's Form 10-Q for the quarter ended March 31, 2011, and incorporated herein by reference). |
10.27.4 | Form of Fee and Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing under the Revolving Credit Agreement dated as of March 4, 2011, granted by FelCor/JPM Hospitality (SPE), L.L.C., DJONT/JPM Hospitality Leasing (SPE), L.L.C., FelCor/JPM Boca Raton Hotel, L.L.C., and/or DJONT/JPM Boca Raton Leasing, L.L.C. for the benefit of JPMorgan Chase Bank, N.A., as administrative agent for the lenders (filed as exhibit 10.4 to FelCor's Form 10-Q for the quarter ended March 31, 2011, and incorporated herein by reference). |
10.28.1 | Form of [Fee and] Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (filed as exhibit 10.1 to FelCor's Form 8-K, dated May 23, 2011, and incorporated herein by reference). |
10.28.2 | Pledge Agreement, dated as of May 23, 2011, among FelCor Lodging Limited Partnership, FelCor Lodging Trust Incorporated, the subsidiaries named therein, and Deutsche Bank Trust Company Americas, as Collateral Agent (filed as exhibit 10.2 to FelCor's Form 8-K, dated May 23, 2011, and incorporated herein by reference).. |
21.1* | List of Subsidiaries of FelCor. |
21.2* | List of Subsidiaries of FelCor LP. |
23* | Consent of PricewaterhouseCoopers LLP. |
31.1* | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for FelCor. |
31.2* | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for FelCor. |
31.3* | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for FelCor LP. |
31.4* | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for FelCor LP. |
32.1* | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) for FelCor. |
32.2* | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) for FelCor LP. |
101.INS | XBRL Instance Document. Submitted electronically with this report. |
101.SCH | XBRL Taxonomy Extension Schema Document. Submitted electronically with this report. |
101.CAL | XBRL Taxonomy Calculation Linkbase Document. Submitted electronically with this report. |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. Submitted electronically with this report. |
101.LAB | XBRL Taxonomy Label Linkbase Document. Submitted electronically with this report. |
101.PRE | XBRL Taxonomy Presentation Linkbase Document. Submitted electronically with this report. |
FELCOR LODGING TRUST INCORPORATED | |||
Date: March 6, 2012 | By: | /s/ Jonathan H. Yellen | |
Name: | Jonathan H. Yellen | ||
Title: | Executive Vice President |
Date | Signature | |||||
March 6, 2012 | /s/ Richard A. Smith | |||||
Richard A. Smith President and Director (Chief Executive Officer) | ||||||
March 6, 2012 | /s/ Andrew J. Welch | |||||
Andrew J. Welch Executive Vice President and Chief Financial Officer (Principal Financial Officer) | ||||||
March 6, 2012 | /s/ Lester C. Johnson | |||||
Lester C. Johnson Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | ||||||
March 6, 2012 | /s/ Thomas J. Corcoran, Jr. | |||||
Thomas J. Corcoran, Jr. Chairman of the Board and Director | ||||||
March 6, 2012 | /s/ Melinda J. Bush | |||||
Melinda J. Bush, Director | ||||||
March 6, 2012 | /s/ Glenn A. Carlin | |||||
Glenn A. Carlin, Director | ||||||
March 6, 2012 | /s/Robert F. Cotter | |||||
Robert F. Cotter, Director | ||||||
March 6, 2012 | /s/Christopher J. Hartung | |||||
Christopher J. Hartung, Director | ||||||
March 6, 2012 | /s/ Thomas C. Hendrick | |||||
Thomas C. Hendrick, Director |
Date | Signature | |||||
March 6, 2012 | /s/ Charles A. Ledsinger, Jr. | |||||
Charles A. Ledsinger, Jr., Director | ||||||
March 6, 2012 | /s/ Robert H. Lutz, Jr. | |||||
Robert H. Lutz, Jr., Director | ||||||
March 6, 2012 | /s/ Robert A. Mathewson | |||||
Robert A. Mathewson, Director | ||||||
March 6, 2012 | /s/ Mark D. Rozells | |||||
Mark D. Rozells, Director | ||||||
March 6, 2012 | /s/ C. Brian Strickland | |||||
C. Brian Strickland, Director |
FELCOR LODGING LIMITED PARTNERSHIP | |||
a Delaware limited partnership | |||
By: | FelCor Lodging Trust Incorporated | ||
Its General Partner | |||
Date: March 6, 2012 | By: | /s/ Jonathan H. Yellen | |
Name: | Jonathan H. Yellen | ||
Title: | Executive Vice President |
Date | Signature | |||||
March 6, 2012 | /s/ Richard A. Smith | |||||
Richard A. Smith President and Director (Chief Executive Officer) | ||||||
March 6, 2012 | /s/ Andrew J. Welch | |||||
Andrew J. Welch Executive Vice President and Chief Financial Officer (Principal Financial Officer) | ||||||
March 6, 2012 | /s/ Lester C. Johnson | |||||
Lester C. Johnson Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) |
March 6, 2012 | /s/ Thomas J. Corcoran, Jr. | |||||
Thomas J. Corcoran, Jr. Chairman of the Board and Director | ||||||
March 6, 2012 | /s/ Melinda J. Bush | |||||
Melinda J. Bush, Director | ||||||
March 6, 2012 | /s/ Glenn A. Carlin | |||||
Glenn A. Carlin, Director |
Date | Signature | |||||
March 6, 2012 | /s/Robert F. Cotter | |||||
Robert F. Cotter, Director | ||||||
March 6, 2012 | /s/Christopher J. Hartung | |||||
Christopher J. Hartung, Director | ||||||
March 6, 2012 | /s/ Thomas C. Hendrick | |||||
Thomas C. Hendrick, Director | ||||||
March 6, 2012 | /s/ Charles A. Ledsinger, Jr. | |||||
Charles A. Ledsinger, Jr., Director | ||||||
March 6, 2012 | /s/ Robert H. Lutz, Jr. | |||||
Robert H. Lutz, Jr., Director | ||||||
March 6, 2012 | /s/ Robert A. Mathewson | |||||
Robert A. Mathewson, Director | ||||||
March 6, 2012 | /s/ Mark D. Rozells | |||||
Mark D. Rozells, Director | ||||||
March 6, 2012 | /s/ C. Brian Strickland | |||||
C. Brian Strickland, Director |
(i) | No Default or Event of Default shall have occurred and be continuing; |
(ii) | Borrower and Guarantor shall have delivered, or caused to be delivered, to Lender a Title Insurance Policy (or acceptable endorsements to the existing Title Insurance Policy), in form and substance acceptable to Lender insuring (a) the first lien of each Security Instrument, as modified by this Agreement and the applicable Security Instrument Amendment (defined below), as of the date hereof, (b) full coverage against present and future mechanics' liens (whether filed or inchoate), if any, and (c) over such other matters as reasonably required by Lender; |
(iii) | Borrower shall pay all premiums, fees and expense in connection with the issuance of the title coverage required in Section 2(ii) above; |
(iv) | Borrower and Guarantor shall have delivered, or caused to be delivered, to Lender, in form and substance acceptable to Lender, opinions of Borrower's and Guarantor's counsel with respect to the due execution and authorization of this Agreement and the other Amendment Documents by Borrower and Guarantor, the enforceability of the Loan Documents, as modified by this Agreement and the other Amendment Documents, against Borrower and Guarantor, that the execution and delivery of this Agreement and the other Amendment Documents does not constitute a “significant” modification of the Loan with respect to regulations applicable to a REMIC Trust, and such other opinions as reasonably required by Lender; |
(v) | Borrower shall have delivered to Lender all amounts due and payable pursuant to Sections 8 hereof; |
(vi) | Borrower and Guarantor shall have executed and delivered, or caused to be executed and delivered, to Lender, in form and substance acceptable to Lender, (a) this Agreement, (b) that certain Certification, dated as of the date hereof, given by Borrower and Guarantor to Lender, (c) an amendment to the Security Instrument with respect to each Individual Property, each dated as of the date hereof (collectively, the “Security Instrument Amendment”), (d) that certain Guaranty of Payment, dated as of the date hereof from Borrower and Guarantor to Noteholders and (e) that certain escrow letter agreement between Borrower, Lender and Stewart Title Guaranty Company (each of (a) through (e) above, together with any amendments, renewals, modifications, extensions, replacements or supplements thereto, from time to time, collectively, the “Amendment Documents”); |
(vii) | Borrower shall have delivered, or caused to be delivered, to Lender an estoppel certificate (or good standing certificate) from each Manager (other than Post Modification Manager Estoppels (defined below)) (a) certifying (i) that the applicable Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), and (ii) the date through which the management fees due under the Management Agreement have been paid; and (b) stating whether or not to the best knowledge of Manager (i) there is a continuing default by Borrower in the performance or observance of any covenant, agreement or condition contained in the Management Agreement, or (ii) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, and, if so, specifying each such default or occurrence of which Manager has knowledge; |
(viii) | Borrower shall have delivered, or caused to be delivered, to Lender an estoppel certificate (or good standing certificate) from the Condominium Board (a) certifying that (i) that the applicable Condominium Documents are unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), and (ii) the date through which the any fees due by Borrower under the Condominium Documents have been paid; and (b) stating whether or not to the best knowledge of the Condominium Board (i) there is a continuing default by Borrower in the performance or observance of any covenant, agreement or condition contained in the Condominium Documents, or (ii) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, and, if so, specifying each such default or occurrence of which the Condominium Board has knowledge; |
(ix) | Borrower shall have delivered to Lender all amounts set forth on that certain settlement statement executed by Borrower in connection with this Agreement as of the date hereof; |
(x) | All of the representations, warranties, covenants and agreements contained in the Loan Documents shall be true and correct in all material respects as of the date hereof, except to the extent that such representation and warranty specifically refers to financial statements which were required to be delivered as of a prior date; and |
(xi) | Borrower and Guarantor shall have delivered to Lender such other documents, materials, agreements or information as Lender may reasonably require. |
(A) | “FF&E Expenditures Event” shall mean, with respect to an Individual Property, the delivery by the applicable Manager and/or Franchisor of a notice to Borrower that amounts are required to be deposited with the applicable Manager and/or Franchisor in connection with FF&E and Capital Expenditures; provided, however, an FF&E Expenditures Event shall not be deemed to occur (or shall be deemed to have ended) upon receipt by Lender from the applicable Manager and/or Franchisor of evidence that such deposits have been (and/or are continuing to be) delivered to the applicable Manager and/or Franchisor. |
(B) | “Lockbox Period” shall mean the period commencing upon the occurrence of a Lockbox Trigger Event and ending upon the earlier to occur of (i) the occurrence of a Lockbox Trigger Event Cure and (ii) the indefeasible satisfaction of the Debt. |
(C) | “Lockbox Trigger Event” shall mean (i) an Event of Default or (ii) if, at any time during the Additional Extension Terms, Lender elects, in its sole and absolute discretion, to implement additional control over the Gross Income from Operations. |
(D) | “Lockbox Trigger Event Cure” shall mean an election by Lender, in its sole and absolute discretion, to terminate additional control over the Gross Income from Operations. |
(E) | “Maturity Date” shall mean the Payment Date occurring in November, 2008, or such other date on which the final payment of the principal of the Note becomes due and payable as therein or herein provided, whether at such stated maturity date, by declaration of acceleration, or otherwise; provided, however, upon compliance with the Extension Criteria, Borrower shall have the right to extend the Maturity Date for three (3) additional periods of one (1) year each (each, an “Extension Term”) and, provided, further, however, upon compliance with the Additional Extension Criteria, Borrower shall have the right to extend the Maturity Date for three (3) additional consecutive periods (a) to the Payment Date occurring in February, 2012 (the “4th Extension Term”), (b) provided the 4th Extension |
(F) | “Note B Eurodollar Rate” shall mean (a) with respect to any Interest Period prior to the commencement of the 4th Extension Term, an interest rate per annum equal to LIBOR plus 1.60%, (b) with respect to any Interest Period during the 4th Extension Term and the 5th Extension Term, an interest rate per annum equal to LIBOR plus 6.50% and (c) with respect to any Interest Period during the 6th Extension Term, an interest rate per annum equal to LIBOR plus 9.00%. For the avoidance of doubt, in the event of the occurrence of any Additional Extension Term in which the Note B Eurodollar Rate increases on the commencement of such Additional Extension Term, the increase in rate shall be effective as of the commencement date of the applicable Extension Term. |
(G) | “Release Price” shall mean an amount equal to, with respect to the sale of an Individual Property, the greater of (i) the Net Sales Proceeds of such Individual Property and (ii) the release price set forth on the Approved Schedule of Release Prices. |
(A) | “6th Extension Principal Paydown” shall mean the principal required to be applied to the outstanding principal balance of the Loan to cause the Debt Yield with respect to the Loan to be no less than fifteen percent (15%) as of the date of the determination of such Debt Yield, which date shall be no more than forty-five (45) days prior to the commencement of the 6th Extension Term. Lender's calculation of the amount of the 6th Extension Principal Paydown and the Debt Yield, and all component calculations thereof, shall be determined by Lender in its sole discretion and shall be conclusive and binding on Borrower absent manifest error. |
(B) | “Actual Monthly CapEx Spend Amount” shall mean, with respect to an Applicable Determination Month (commencing with the Applicable Determination Month of October 2011), an amount equal to the Capital Expenditures actually paid in such month by Borrower with respect to the Properties (i) which are then subject to the lien of a Security Instrument and (ii) for which a FF&E Expenditures Event has not occurred. |
(C) | “Additional Extension Criteria” shall mean (a) with respect to the 4th Extension Term, (i) no Event of Default has occurred and is continuing under the Loan, (ii) this Agreement and the other Amendment Documents are executed and delivered by the respective parties thereto and (iii) Borrower shall pay to Lender, on or before the commencement of the 4th Extension Term, an amount equal to Twenty Million Dollars ($20,000,000.00) (the “4th Extension Principal Paydown”), which amount shall be applied in accordance with the terms of Section 2.3.1 hereof to the outstanding principal balance of each of the Notes on a pro-rata, pari-passu basis; (b) with respect to the 5th Extension Term, (i) no Event of Default has occurred and is continuing under the Loan, (ii) Borrower sends Lender a written request at least ten (10) days, but not more than ninety (90) days, prior to the expiration of the existing extension term, (iii) Borrower shall pay to Lender, on or before the commencement of the 5th Extension Term, an amount equal to Five Million Dollars ($5,000,000.00) (the “5th Extension Principal Paydown”), which amount shall be applied in accordance with the terms of Section 2.3.1 hereof to the outstanding principal balance of each of the Notes on a pro-rata, pari-passu basis and (iv) Borrower shall have delivered, or caused to be delivered to Lender the Post Modification Manager Estoppels (which requirement may be waived by Lender, in its sole and absolute discretion, in writing at any time upon request of Borrower), and (c) with respect to the 6th Extension Term, (i) no Event of Default has occurred and is continuing under the Loan, (ii) Borrower sends Lender a written request at least thirty (30) days, but not more than one hundred twenty (120) days, prior to the expiration of the existing extension term and (iii) Borrower shall pay to Lender, on or before the commencement of the 6th Extension Term, an amount equal to the 6th Extension Principal Paydown, which amount shall be applied in accordance with the terms of Section 2.3.1 hereof to the outstanding principal balance of each of the Notes on a pro-rata, pari-passu basis; provided, however, if Borrower fails to exercise any extension option in accordance with the provisions of this Agreement, such extension option, and any subsequent extension option hereunder, will automatically cease and terminate. |
(D) | “Additional Extension Terms” shall mean, collectively, the 4th Extension Term, the 5th Extension Term and the 6th Extension Term. |
(E) | “Aggregate CapEx Reserve Credit Shortfall” shall mean, as of the date of determination, (i) the sum of all CapEx Reserve Monthly Credit Shortfalls (including the CapEx Reserve Monthly Credit Shortfall for the Applicable Determination Month) less (ii) the sum of all Monthly CapEx Reserve Make-Whole Credits for previous |
(F) | “Applicable Determination Month” shall have the meaning set forth in the defined term “NCF Payment” below. |
(G) | “Approved Closing Costs” shall mean with respect to the sale of an Individual Property (other than a Required Retained Property), the sum of (i) all reasonable and customary closing costs and adjustments not to exceed the lesser of: (a) three percent (3%) of the applicable Gross Sale Proceeds, or (b) the amount actually incurred and paid by Borrower (and not subject to reimbursement by the applicable purchaser) and reasonably approved by Lender, including, without limitation, title insurance premiums and charges, the contributions made by Borrower to buyer's closing costs, broker's commissions, attorneys' fees, recording charges, transfer taxes and other customary closing costs (but expressly excluding any approved holdback or any amount Borrower is required to pay on account of real estate taxes and/or ground rent) and (ii) the Brand Termination Payment. |
(H) | “Approved Schedule of Release Prices” shall mean the schedule of minimum release prices set forth on Schedule I attached to the Second Modification Agreement. |
(I) | “Brand Termination Payment” shall mean, with respect to each Individual Property, the applicable termination payment set forth on Schedule III attached to the Second Modification Agreement together with such other amounts actually paid by Borrower to Manager in connection with the termination of the applicable Management Agreement, each as reasonably approved by Lender. |
(J) | “CapEx Cash Flow Monthly Credit Amount” shall mean, with respect to an Applicable Determination Month (commencing with the Applicable Determination Month of October 2011), (A) to the extent NCF After Debt Service is greater than zero, the lesser of (i) the Monthly CapEx Reserve Credit and (ii) the NCF After Debt Service and (B) to the extent NCF After Debt Service is less than or equal to zero, then zero. |
(K) | “CapEx Reserve Monthly Credit Shortfall” shall mean, with respect to an Applicable Determination Month (commencing with the Applicable Determination Month of October 2011), an amount equal to the positive difference, if any, between (i) the Monthly CapEx Reserve Credit less (ii) the CapEx Cash Flow Monthly Credit Amount for such month. |
(L) | “Cumulative Actual CapEx Spend Amount” shall mean, as of the date of determination, the sum of the Actual Monthly CapEx Spend Amounts (including the Actual Monthly CapEx Spend Amount for the Applicable Determination Month). |
(M) | “Cumulative CapEx Reserve Credit” shall mean, as of the date of determination, the lesser of (i) the Cumulative Synthetic CapEx Reserve Amount and (ii) the Cumulative Actual CapEx Spend Amount. |
(N) | “Cumulative Synthetic CapEx Reserve Amount” shall mean, as of the date of determination, the sum of the Synthetic Monthly CapEx Reserve Amounts (including the Synthetic Monthly CapEx Reserve Amount for the Applicable Determination Month). It being understood that the first Synthetic Monthly CapEx Reserve Amount shall be with respect to the Applicable Determination Month of October 2011. |
(O) | “Current Pay Interest Rate” shall mean either (i) (a) with respect to Note A, the Note A Eurodollar Rate and (b) with respect to Note B, with respect to any Interest Period, an interest rate per annum equal to LIBOR plus 1.60% or (ii) the Adjusted Interest Rate with respect to any period when the Loan shall bear interest at the Adjusted Interest Rate in accordance with the provisions of Section 2.2.3 herein, as applicable; provided, however, that during any period in which an Event of Default is continuing, the Current Pay Interest Rate shall be the Default Rate. |
(P) | “Debt Yield” shall mean, as of any date of determination, a fraction (a) whose numerator is the Net Operating Income for the most recently available twelve (12) month period preceding the date of calculation as set forth in the financial statements required hereunder, without deduction for (i) actual management fees incurred in connection with the operation of the Properties, or (ii) amounts paid to the Reserve Funds, less (A) management fees equal to the greater of (1) assumed management fees of four percent (4%) of Gross Income from Operations or (2) the actual management fees incurred and (B) the greater of (1) assumed Replacement Reserve Fund contributions equal to 4% of Gross Income from Operations (without regard to whether such contributions are suspended pursuant to the terms of Section 7.3 hereof), (2) actual Replacement Reserve Fund contributions pursuant to the terms hereof and (3) contributions for Capital Expenditures required pursuant to the Management Agreements and the Franchise Agreements, and (b) whose denominator is the outstanding principal amount of the Loan. |
(Q) | “Distribution” shall mean any distributions, payments, dividends, proceeds, disbursements or other consideration arising from or to be made in connection with any direct or indirect membership or other equity interest in Borrower. |
(R) | “Gross Sales Proceeds” shall mean the contract sales price of an Individual Property (other than a Required Retained Property) set forth in an arms-length contract of sale with an unaffiliated third party purchaser. |
(S) | “Modification Date” shall mean October 27, 2011. |
(T) | “Monthly CapEx Reserve Credit” shall mean, with respect to an Applicable Determination Month (commencing with the Applicable Determination Month of October 2011), an amount equal to the positive difference between (a) the Cumulative CapEx Reserve Credit for the Applicable Determination Month less (b) the Cumulative CapEx Reserve Credit for the immediately prior month; provided, however, with respect to the Applicable Determination Month of October 2011, the Monthly CapEx Reserve Credit shall be an amount equal to the lesser of (i) the applicable Synthetic Monthly CapEx Reserve Amount and (ii) the applicable Actual Monthly CapEx Spend Amount. |
(U) | “Monthly CapEx Reserve Make-Whole Credit Amount” shall mean, with respect to an Applicable Determination Month (commencing with the Applicable Determination Month of October 2011), in the event NCF After Debt Service less the CapEx Cash Flow Monthly Credit Amount (the “Available Make-Whole Funds”) is (i) less than or equal to zero, then an amount equal to zero, (ii) greater than zero but less than the Aggregate CapEx Reserve Credit Shortfall, an amount equal to the Available Make-Whole Funds or (iii) greater than or equal to the Aggregate CapEx Reserve Credit Shortfall, an amount equal to the Aggregate CapEx Reserve Credit Shortfall for the previous month. |
(V) | “Net Sales Proceeds” shall mean the amount, if any, by which the Gross Sale Proceeds from a sale of an Individual Property (other than a Required Retained Property) exceeds the Approved Closing Costs for the sale of such Individual Property. |
(W) | “NCF” for any period shall mean the amount obtained by subtracting Operating Expenses for such period from Gross Income from Operations for such period. |
(X) | “NCF After Debt Service” shall mean, NCF for the Applicable Determination Month less the sum of (i) Debt Service and actual Reserve Fund Deposits delivered to Lender on the Payment Date occurring during the Applicable Determination Month and (ii) amounts deposited with Manger, if any, with respect to reserve funds for Capital Expenditures for the Applicable Determination Month. |
(Y) | “NCF Payment” shall mean, with respect to a Payment Date, a payment by Borrower to Lender in an amount equal to the NCF After Debt Service for the calendar month that is two (2) calendar months prior to the calendar month in which the applicable Payment Date occurs (the “Applicable Determination Month”) less the sum of (i) the applicable CapEx Cash Flow Monthly Credit Amount and (ii) the applicable Monthly CapEx Reserve Make-Whole Credit Amount (if any), such amounts to be calculated by Borrower based on the applicable Monthly Income Report and subject to Lender's review in its sole but good faith discretion. It being understood that in no event shall the amount of an NCF Payment be less than zero. For the avoidance of doubt, the NCF Payment due on the Payment Date occurring in April, 2012 shall be in an amount equal to the NCF After Debt Service generated by the Property during the month of February, 2012 less the sum of (i) the applicable CapEx Cash Flow Monthly Credit Amount and (ii) the applicable Monthly CapEx Reserve Make-Whole Credit Amount (if any). Therefore, the Applicable Determination Month of a Payment Date occurring in April, 2012 is February, 2012. |
(Z) | “NCF Error Payment” shall mean, with respect to a Payment Date, an amount equal to the positive difference of (i) the NCF Payment for the Applicable Determination Month as determined by Lender in its sole but good faith discretion after Lender's review of the Monthly Income Report, less (ii) the amount of the actual NCF Payment delivered by Borrower to Lender with respect to the Applicable Determination Month, in each case taking into consideration the applicable CapEx Cash Flow Monthly Credit Amount and the applicable Monthly CapEx Reserve Make-Whole Credit Amount (if any). For the avoidance of doubt, any required NCF Error Payment with respect to an Applicable Determination Month would be payable by Borrower to Lender on the Payment Date immediately following the Payment Date in which the NCF Payment with respect to the same Applicable Determination Month would have been due. |
(AA) | “Post Modification Manager Estoppels” shall mean estoppels, in form and substance substantially similar to the form of estoppel attached to the Second Modification Agreement as Exhibit B, from |
(BB) | “Required Retained Property” shall mean each of the following Individual Properties: (i) Embassy Suites Dallas - Love Field, located at 3880 W. Northwest Hwy, Dallas, TX 75220, (ii) Embassy Suites Deerfield Beach Resort & Spa, located at 950 South Ocean Drive (previously known as 950 SE 20th Ave.), Deerfield Beach, FL 33441 and (iii) The Mills House Hotel, a Holiday Inn, located at 115 Meeting Street, Charleston, SC 29401. |
(CC) | “Second Modification Agreement” shall mean that certain Second Amendment to Loan Agreement and Other Loan Documents, dated as of the Modification Date. |
(DD) | “Synthetic Monthly CapEx Reserve Amount” shall mean, with respect to an Applicable Determination Month (commencing with the Applicable Determination Month of October 2011), an amount equal to four percent (4%) of the Gross Income from Operations for such month for the Properties (i) which are then subject to the lien of a Security Instrument and (ii) for which a FF&E Expenditures Event has not occurred. |
BORROWER: | ||||
FELCOR/JPM HOTELS, L.L.C., a Delaware limited liability company | ||||
By: | /s/Michael Hughes | |||
Name: | Michael Hughes | |||
Title: | Vice President | |||
BORROWER: | ||||
DJONT/JPM LEASING, L.L.C., a Delaware limited liability company | ||||
By: | /s/Michael Hughes | |||
Name: | Michael Hughes | |||
Title: | Vice President | |||
GUARANTOR: | ||||
FELCOR LODGING LIMITED PARTNERSHIP, a Delaware limited partnership | ||||
By: | FelCor Lodging Trust Incorporated, a Maryland corporation, its general partner | |||
By: | /s/Michael Hughes | |||
Name: | Michael Hughes | |||
Title: | Vice President |
NOTE A-1 HOLDER: | ||||
WELLS FARGO BANK, N.A., AS TRUSTEE FOR BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES TRUST 2007-BBAA8 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2007-BBA8, FOR ITSELF AND AS SERVICING LENDER PURSUANT TO INTERCREDITOR AND SERVICING AGREEMENT DATED NOVEMBER 10, 2066 | ||||
By: | CT Investment Management Co., Inc., in its capacity as Special Servicer | |||
By: | /s/Deborah J. Ginsberg | |||
Name: | Deborah J. Ginsberg | |||
Title: | Vice President |
NOTE A-2 HOLDER: | ||||
WELLS FARGO BANK, N.A., AS TRUSTEE FOR BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES TRUST 2007-BBAA8 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2007-BBA8, FOR ITSELF AND AS SERVICING LENDER PURSUANT TO INTERCREDITOR AND SERVICING AGREEMENT DATED NOVEMBER 10, 2066 | ||||
By: | CT Investment Management Co., Inc., in its capacity as Special Servicer | |||
By: | /s/Deborah J. Ginsberg | |||
Name: | Deborah J. Ginsberg | |||
Title: | Vice President |
NOTE B-1 HOLDER: | ||||
CAPITAL TRUST, INC., a Maryland corporation | ||||
By: | /s/Deborah J. Ginsberg | |||
Name: | Deborah J. Ginsberg | |||
Title: | Vice President | |||
NOTE B-2 HOLDER: | ||||
CAPITAL TRUST, INC., a Maryland corporation | ||||
/s/Deborah J. Ginsberg | ||||
By: | /s/Deborah J. Ginsberg | |||
Name: | Deborah J. Ginsberg | |||
Title: | Vice President |
With a copy to: | Akin Gump Strauss Hauer & Feld LLP |
(i) | Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower. |
(ii) | If Lender forecloses on any real property collateral pledged by the Borrower: |
(B) | Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right the Guarantor may have to collect from the Borrower. |
FELCOR LODGING LIMITED PARTNERSHIP, a Delaware limited partnership | ||||
By: | FelCor Lodging Trust Incorporated, a Maryland corporation, its general partner | |||
By: | /s/Michael Hughes | |||
Name: | Michael Hughes | |||
Title: | Vice President |
Dated:As of October 27, 2011 | |||
Location: | |||
County: | |||
MERS MIN: | |||
PREPARED BY AND UPON RECORDATION RETURN TO: | |||
Alston & Bird LLP 90 Park Avenue New York, New York 10016 Attention: Ellen M. Goodwin, Esq. | |||
MORTGAGOR: | ||||||
WITNESS: | FELCOR LODGING LIMITED PARTNERSHIP, | |||||
a Delaware limited partnership | ||||||
Print Name: | ||||||
By: | FelCor Lodging Trust Incorporated, a Maryland corporation, its general partner | |||||
WITNESS: | ||||||
Print Name: | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
STATE OF | ) | |||||
) | ||||||
COUNTY OF | ) | |||||
The foregoing instrument was acknowledged before me this ___ day of ____________________, 2011 by _______________, Vice President of FelCor Lodging Trust Incorporated, a Maryland corporation, the general partner of FelCor Lodging Limited Partnership, a Delaware limited partnership. He is personally known to me or has produced __________________ (type of identification) as identification. | ||||||
[SEAL] | ||||||
(Signature of person taking acknowledgment) | ||||||
Name typed, printed or stamped | ||||||
(Title or Rank) |
MORTGAGOR: | ||||||
WITNESS: | FELCOR/JPM HOTELS, L.L.C., | |||||
a Delaware limited liability company | ||||||
Print Name: | ||||||
WITNESS: | By: | |||||
Name: | ||||||
Print Name: | Title: | |||||
STATE OF | ) | |||||
) | ||||||
COUNTY OF | ) | |||||
The foregoing instrument was acknowledged before me this ___ day of ____________________, 2011 by _______________, Vice President of FelCor/JPM Hotels, a Delaware limited liability company. He is personally known to me or has produced __________________ (type of identification) as identification. | ||||||
[SEAL] | ||||||
(Signature of person taking acknowledgment) | ||||||
Name typed, printed or stamped | ||||||
(Title or Rank) |
MORTGAGOR: | ||||||
WITNESS: | DJONT/JPM LEASING, L.L.C., | |||||
a Delaware limited liability company | ||||||
Print Name: | ||||||
WITNESS: | By: | |||||
Name: | ||||||
Print Name: | Title: | |||||
STATE OF | ) | |||||
) | ||||||
COUNTY OF | ) | |||||
The foregoing instrument was acknowledged before me this ___ day of ____________________, 2011 by _______________, Vice President of DJONT/JPM Leasing, L.L.C., a Delaware limited liability company. He is personally known to me or has produced __________________ (type of identification) as identification. | ||||||
[SEAL] | ||||||
(Signature of person taking acknowledgment) | ||||||
Name typed, printed or stamped | ||||||
(Title or Rank) |
MORTGAGEE: | ||||||
WITNESS: | MORTGAGE ELECTRONIC REGISTRATION | |||||
SYSTEMS, INC., | ||||||
a Delaware stock corporation | ||||||
Print Name: | ||||||
WITNESS: | By: | |||||
Name: | ||||||
Print Name: | Title: | |||||
STATE OF | ) | |||||
) | ||||||
COUNTY OF | ) | |||||
The foregoing instrument was acknowledged before me this ___ day of ____________________, 2011 by _______________, of Mortgage Electronic Registration Systems, Inc., a Delaware stock corporation. He is personally known to me or has produced __________________ (type of identification) as identification. | ||||||
[SEAL] | ||||||
(Signature of person taking acknowledgment) | ||||||
Name typed, printed or stamped | ||||||
(Title or Rank) |
Name | State and Form of Organization | ||||
1 | BHR Canada Tenant Company | Nova Scotia, Canada - Unlimited Liability Company | |||
2 | BHR Lodging Tenant Company | Delaware - Corporation | |||
3 | BHR Operations, L.L.C. | Delaware - Limited Liability Company | |||
4 | Brighton at Kingston Plantation, L.L.C. | Delaware - Limited Liability Company | |||
5 | DJONT Leasing, L.L.C. | Delaware - Limited Liability Company | |||
6 | DJONT Operations, L.L.C. | Delaware - Limited Liability Company | |||
7 | DJONT/Charlotte Leasing, L.L.C. | Delaware - Limited Liability Company | |||
8 | DJONT/CMB Buckhead Leasing, L.L.C. | Delaware - Limited Liability Company | |||
9 | DJONT/CMB Corpus Leasing, L.L.C. | Delaware - Limited Liability Company | |||
10 | DJONT/CMB Deerfield Leasing, L.L.C. | Delaware - Limited Liability Company | |||
11 | DJONT/CMB FCOAM, L.L.C. | Delaware - Limited Liability Company | |||
12 | DJONT/CMB New Orleans Leasing, L.L.C. | Delaware - Limited Liability Company | |||
13 | DJONT/CMB Orsouth Leasing, L.L.C. | Delaware - Limited Liability Company | |||
14 | DJONT/CMB SSF Leasing, L.L.C. | Delaware - Limited Liability Company | |||
15 | DJONT/EPT Leasing, L.L.C. | Delaware - Limited Liability Company | |||
16 | DJONT/EPT Manager, Inc. | Delaware - Corporation | |||
17 | DJONT/FCH Leasing, L.L.C. | Delaware - Limited Liability Company | |||
18 | DJONT/Indianapolis Leasing, L.L.C. | Delaware - Limited Liability Company | |||
19 | DJONT/JPM Atlanta ES Leasing, L.L.C. | Delaware - Limited Liability Company | |||
20 | DJONT/JPM Austin Leasing, L.P. | Delaware - Limited Partnership | |||
21 | DJONT/JPM Austin Tenant Co., L.L.C. | Delaware - Limited Liability Company | |||
22 | DJONT/JPM Boca Raton Leasing, L.L.C. | Delaware - Limited Liability Company | |||
23 | DJONT/JPM BWI Leasing, L.L.C. | Delaware - Limited Liability Company | |||
24 | DJONT/JPM Hospitality Leasing Holdco (SPE), L.L.C. | Delaware - Limited Liability Company | |||
25 | DJONT/JPM Hospitality Leasing (SPE), L.L.C. | Delaware - Limited Liability Company | |||
26 | DJONT/JPM Leasing, L.L.C. | Delaware - Limited Liability Company | |||
27 | DJONT/JPM Orlando Leasing, L.L.C. | Delaware - Limited Liability Company | |||
28 | DJONT/JPM Phoenix Leasing, L.L.C. | Delaware - Limited Liability Company | |||
29 | DJONT/JPM Wilmington Leasing, L.L.C. | Delaware - Limited Liability Company | |||
30 | E.S. Charlotte Limited Partnership | Delaware - Limited Partnership | |||
31 | E.S. North, an Indiana Limited Partnership | Indiana - Limited Partnership | |||
32 | EPT Atlanta-Perimeter Center Limited Partnership | Delaware - Limited Partnership | |||
33 | EPT Austin Limited Partnership | Delaware - Limited Partnership | |||
34 | EPT Kansas City Limited Partnership | Delaware - Limited Partnership | |||
35 | EPT Meadowlands Limited Partnership | Delaware - Limited Partnership | |||
36 | EPT Raleigh Limited Partnership | Delaware - Limited Partnership | |||
37 | FCH/DT BWI Holdings, L.P. | Delaware - Limited Partnership | |||
38 | FCH/DT BWI Hotel, L.L.C. | Delaware - Limited Liability Company | |||
39 | FCH/DT Holdings, L.P. | Delaware - Limited Partnership | |||
40 | FCH/DT Hotels, L.L.C. | Delaware - Limited Liability Company | |||
41 | FCH HH Knickerbocker Leasing, L.P. | Delaware - Limited Partnership | |||
42 | FCH HH Knickerbocker Owner, L.P. | Delaware - Limited Partnership | |||
43 | FCH/PSH, L.P. | Pennsylvania - Limited Partnership | |||
44 | FCH/SH Leasing, L.L.C. | Delaware - Limited Liability Company | |||
45 | FCH/SH Leasing II, L.L.C. | Delaware - Limited Liability Company | |||
46 | FelCor Canada Co. | Nova Scotia, Canada - Unlimited Liability Company | |||
47 | FelCor Canada Holding GP, L.L.C. | Delaware - Limited Liability Company | |||
48 | FelCor Canada Holding, L.P. | Delaware - Limited Partnership | |||
49 | FelCor Chat-Lem, L.L.C. | Delaware - Limited Liability Company | |||
50 | FelCor Copley Plaza Leasing, L.L.C. | Delaware - Limited Liability Company | |||
51 | FelCor Copley Plaza, L.L.C. | Delaware - Limited Liability Company | |||
52 | FelCor Eight Hotels, L.L.C. | Delaware - Limited Liability Company | |||
53 | FelCor Escrow Holdings, L.L.C. | Delaware - Limited Liability Company | |||
54 | FelCor Esmeralda (SPE), L.L.C. | Delaware - Limited Liability Company | |||
55 | FelCor Esmeralda Leasing (SPE), L.L.C. | Delaware - Limited Liability Company | |||
56 | FelCor Holdings Trust | Massachusetts - Business Trust | |||
57 | FelCor Hotel Asset Company, L.L.C. | Delaware - Limited Liability Company | |||
58 | FelCor Hotel Operating Company, L.L.C. | Delaware - Limited Liability Company | |||
59 | FelCor Lodging Holding Company, L.L.C. | Delaware - Limited Liability Company | |||
60 | FelCor Lodging Limited Partnership | Delaware - Limited Partnership | |||
61 | FelCor Napa Development, L.L.C. | Delaware - Limited Liability Company | |||
62 | FelCor Pennsylvania Company, L.L.C. | Delaware - Limited Liability Company | |||
63 | FelCor S-4 Hotels (SPE), L.L.C. | Delaware - Limited Liability Company | |||
64 | FelCor S-4 Leasing (SPE), L.L.C. | Delaware - Limited Liability Company | |||
65 | FelCor/St. Paul Hotel (SPE), L.L.C. | Delaware - Limited Liability Company | |||
66 | FelCor/St. Paul Leasing (SPE), L.L.C. | Delaware - Limited Liability Company | |||
67 | FelCor St. Pete (SPE), L.L.C. | Delaware - Limited Liability Company | |||
68 | FelCor St. Pete Leasing (SPE), L.L.C. | Delaware - Limited Liability Company | |||
69 | FelCor TRS Borrower 1, L.P. | Delaware - Limited Partnership | |||
70 | FelCor TRS Borrower GP 1, L.L.C. | Delaware - Limited Liability Company | |||
71 | FelCor TRS Borrower 4, L.L.C. | Delaware - Limited Liability Company |
72 | FelCor TRS Guarantor, L.P. | Delaware - Limited Partnership | |||
73 | FelCor TRS Guarantor GP, L.L.C. | Delaware - Limited Liability Company | |||
74 | FelCor TRS Holdings, L.L.C. | Delaware - Limited Liability Company | |||
75 | FelCor/Charlotte Hotel, L.L.C. | Delaware - Limited Liability Company | |||
76 | FelCor/CMB Buckhead Hotel, L.L.C. | Delaware - Limited Liability Company | |||
77 | FelCor/CMB Corpus Holdings, L.P. | Delaware - Limited Partnership | |||
78 | FelCor/CMB Corpus Hotel, L.L.C. | Delaware - Limited Liability Company | |||
79 | FelCor/CMB Deerfield Hotel, L.L.C. | Delaware - Limited Liability Company | |||
80 | FelCor/CMB Marlborough Hotel, L.L.C. | Delaware - Limited Liability Company | |||
81 | FelCor/CMB New Orleans Hotel, L.L.C. | Delaware - Limited Liability Company | |||
82 | FelCor/CMB Orsouth Holdings, L.P. | Delaware - Limited Partnership | |||
83 | FelCor/CMB Orsouth Hotel, L.L.C. | Delaware - Limited Liability Company | |||
84 | FelCor/CMB SSF Holdings, L.P. | Delaware - Limited Partnership | |||
85 | FelCor/CMB SSF Hotel, L.L.C. | Delaware - Limited Liability Company | |||
86 | FelCor/CSS Holdings, L.P. | Delaware - Limited Partnership | |||
87 | FelCor/CSS Hotels, L.L.C. | Delaware - Limited Liability Company | |||
88 | FelCor/CSS (SPE), L.L.C. | Delaware - Limited Liability Company | |||
89 | FelCor/Indianapolis Hotel, L.L.C. | Delaware - Limited Liability Company | |||
90 | FelCor/Iowa-New Orleans Chat-Lem Hotel, L.L.C. | Delaware - Limited Liability Company | |||
91 | FelCor/JPM Atlanta ES Hotel, L.L.C. | Delaware - Limited Liability Company | |||
92 | FelCor/JPM Austin Holdings, L.P. | Delaware - Limited Partnership | |||
93 | FelCor/JPM Austin Hotel, L.L.C. | Delaware - Limited Liability Company | |||
94 | FelCor/JPM Boca Raton Hotel, L.L.C. | Delaware - Limited Liability Company | |||
95 | FelCor/JPM BWI Hotel, L.L.C. | Delaware - Limited Liability Company | |||
96 | FelCor/JPM Hospitality Holdco (SPE), L.L.C. | Delaware - Limited Liability Company | |||
97 | FelCor/JPM Hospitality (SPE), L.L.C. | Delaware - Limited Liability Company | |||
98 | FelCor/JPM Hotels, L.L.C. | Delaware - Limited Liability Company | |||
99 | FelCor/JPM Orlando Hotel, L.L.C. | Delaware - Limited Liability Company | |||
100 | FelCor/JPM Phoenix Hotel, L.L.C. | Delaware - Limited Liability Company | |||
101 | FelCor/JPM Wilmington Hotel, L.L.C. | Delaware - Limited Liability Company | |||
102 | FelCor/LAX Holdings, L.P. | Delaware - Limited Partnership | |||
103 | FelCor/LAX Hotels, L.L.C. | Delaware - Limited Liability Company | |||
104 | FelCor/MM S-7 Holdings, L.P. | Delaware - Limited Partnership | |||
105 | FelCor/MM S-7 Hotels, L.L.C. | Delaware - Limited Liability Company | |||
106 | FelCor/New Orleans Annex, L.L.C. | Delaware - Limited Liability Company | |||
107 | FelCor/St. Paul Holdings, L.P. | Delaware - Limited Partnership | |||
108 | FelCor/Tysons Corner Hotel Company, L.L.C. | Delaware - Limited Liability Company | |||
109 | Grande Palms, L.L.C. | Delaware - Limited Liability Company | |||
110 | HI Chat-Lem/Iowa-New Orleans Joint Venture | Louisiana - General Partnership | |||
111 | Kingston Plantation Development Corp. | Delaware - Corporation | |||
112 | Knickerbocker Hotel Leasing GP, L.L.C. | Delaware - Limited Liability Company | |||
113 | Knickerbocker Hotel Leasing, L.L.C. | Delaware - Limited Liability Company | |||
114 | Knickerbocker Hotel Owner GP, L.L.C. | Delaware - Limited Liability Company | |||
115 | Knickerbocker Hotel Owner, L.L.C. | Delaware - Limited Liability Company | |||
116 | Los Angeles International Airport Hotel Associates, a Texas Limited Partnership | Texas - Limited Partnership | |||
117 | Lovefield Beverage Corporation | Texas - Corporation | |||
118 | Madison 237 Hotel Leasing, L.L.C. | Delaware - Limited Liability Company | |||
119 | Madison 237 Hotel, L.L.C. | Delaware - Limited Liability Company | |||
120 | Margate Towers at Kingston Plantation, L.L.C. | Delaware - Limited Liability Company | |||
121 | MHV Joint Venture | Texas - General Partnership | |||
122 | Napa Creek Residential, L.L.C. | Delaware - Limited Liability Company | |||
123 | Park Central Joint Venture | Texas - General Partnership | |||
124 | Plantation Laundry Services, L.L.C. | Delaware - Limited Liability Company | |||
125 | Promus/FCH Condominium Company, L.L.C. | Delaware - Limited Liability Company | |||
126 | Promus/FCH Development Company, L.L.C. | Delaware - Limited Liability Company | |||
127 | Promus/FelCor Hotels, L.L.C. | Delaware - Limited Liability Company | |||
128 | Promus/FelCor Lombard Venture | Illinois - General Partnership | |||
129 | Promus/FelCor Manager, Inc. | Delaware - Corporation | |||
130 | Promus/FelCor Parsippany Venture | New Jersey - General Partnership | |||
131 | Promus/FelCor San Antonio Venture | Texas - General Partnership | |||
132 | Royale Palms Rental, L.L.C. | Delaware - Limited Liability Company | |||
133 | Royalton 44 Hotel Leasing, L.L.C. | Delaware - Limited Liability Company | |||
134 | Royalton 44 Hotel, L.L.C. | Delaware - Limited Liability Company |
Name | State and Form of Organization | ||||
1 | BHR Canada Tenant Company | Nova Scotia, Canada - Unlimited Liability Company | |||
2 | BHR Lodging Tenant Company | Delaware - Corporation | |||
3 | BHR Operations, L.L.C. | Delaware - Limited Liability Company | |||
4 | Brighton at Kingston Plantation, L.L.C. | Delaware - Limited Liability Company | |||
5 | DJONT Leasing, L.L.C. | Delaware - Limited Liability Company | |||
6 | DJONT Operations, L.L.C. | Delaware - Limited Liability Company | |||
7 | DJONT/Charlotte Leasing, L.L.C. | Delaware - Limited Liability Company | |||
8 | DJONT/CMB Buckhead Leasing, L.L.C. | Delaware - Limited Liability Company | |||
9 | DJONT/CMB Corpus Leasing, L.L.C. | Delaware - Limited Liability Company | |||
10 | DJONT/CMB Deerfield Leasing, L.L.C. | Delaware - Limited Liability Company | |||
11 | DJONT/CMB FCOAM, L.L.C. | Delaware - Limited Liability Company | |||
12 | DJONT/CMB New Orleans Leasing, L.L.C. | Delaware - Limited Liability Company | |||
13 | DJONT/CMB Orsouth Leasing, L.L.C. | Delaware - Limited Liability Company | |||
14 | DJONT/CMB SSF Leasing, L.L.C. | Delaware - Limited Liability Company | |||
15 | DJONT/EPT Leasing, L.L.C. | Delaware - Limited Liability Company | |||
16 | DJONT/EPT Manager, Inc. | Delaware - Corporation | |||
17 | DJONT/FCH Leasing, L.L.C. | Delaware - Limited Liability Company | |||
18 | DJONT/Indianapolis Leasing, L.L.C. | Delaware - Limited Liability Company | |||
19 | DJONT/JPM Atlanta ES Leasing, L.L.C. | Delaware - Limited Liability Company | |||
20 | DJONT/JPM Austin Leasing, L.P. | Delaware - Limited Partnership | |||
21 | DJONT/JPM Austin Tenant Co., L.L.C. | Delaware - Limited Liability Company | |||
22 | DJONT/JPM Boca Raton Leasing, L.L.C. | Delaware - Limited Liability Company | |||
23 | DJONT/JPM BWI Leasing, L.L.C. | Delaware - Limited Liability Company | |||
24 | DJONT/JPM Hospitality Leasing Holdco (SPE), L.L.C. | Delaware - Limited Liability Company | |||
25 | DJONT/JPM Hospitality Leasing (SPE), L.L.C. | Delaware - Limited Liability Company | |||
26 | DJONT/JPM Leasing, L.L.C. | Delaware - Limited Liability Company | |||
27 | DJONT/JPM Orlando Leasing, L.L.C. | Delaware - Limited Liability Company | |||
28 | DJONT/JPM Phoenix Leasing, L.L.C. | Delaware - Limited Liability Company | |||
29 | DJONT/JPM Wilmington Leasing, L.L.C. | Delaware - Limited Liability Company | |||
30 | E.S. Charlotte Limited Partnership | Delaware - Limited Partnership | |||
31 | E.S. North, an Indiana Limited Partnership | Indiana - Limited Partnership | |||
32 | EPT Atlanta-Perimeter Center Limited Partnership | Delaware - Limited Partnership | |||
33 | EPT Austin Limited Partnership | Delaware - Limited Partnership | |||
34 | EPT Kansas City Limited Partnership | Delaware - Limited Partnership | |||
35 | EPT Meadowlands Limited Partnership | Delaware - Limited Partnership | |||
36 | EPT Raleigh Limited Partnership | Delaware - Limited Partnership | |||
37 | FCH/DT BWI Holdings, L.P. | Delaware - Limited Partnership | |||
38 | FCH/DT BWI Hotel, L.L.C. | Delaware - Limited Liability Company | |||
39 | FCH/DT Holdings, L.P. | Delaware - Limited Partnership | |||
40 | FCH/DT Hotels, L.L.C. | Delaware - Limited Liability Company | |||
41 | FCH HH Knickerbocker Leasing, L.P. | Delaware - Limited Partnership | |||
42 | FCH HH Knickerbocker Owner, L.P. | Delaware - Limited Partnership | |||
43 | FCH/PSH, L.P. | Pennsylvania - Limited Partnership | |||
44 | FCH/SH Leasing, L.L.C. | Delaware - Limited Liability Company | |||
45 | FCH/SH Leasing II, L.L.C. | Delaware - Limited Liability Company | |||
46 | FelCor Canada Co. | Nova Scotia, Canada - Unlimited Liability Company |
47 | FelCor Canada Holding GP, L.L.C. | Delaware - Limited Liability Company | |||
48 | FelCor Canada Holding, L.P. | Delaware - Limited Partnership | |||
49 | FelCor Chat-Lem, L.L.C. | Delaware - Limited Liability Company | |||
50 | FelCor Copley Plaza Leasing, L.L.C. | Delaware - Limited Liability Company | |||
51 | FelCor Copley Plaza, L.L.C. | Delaware - Limited Liability Company | |||
52 | FelCor Eight Hotels, L.L.C. | Delaware - Limited Liability Company | |||
53 | FelCor Escrow Holdings, L.L.C. | Delaware - Limited Liability Company | |||
54 | FelCor Esmeralda (SPE), L.L.C. | Delaware - Limited Liability Company | |||
55 | FelCor Esmeralda Leasing (SPE), L.L.C. | Delaware - Limited Liability Company | |||
56 | FelCor Hotel Asset Company, L.L.C. | Delaware - Limited Liability Company | |||
57 | FelCor Hotel Operating Company, L.L.C. | Delaware - Limited Liability Company | |||
58 | FelCor Lodging Holding Company, L.L.C. | Delaware - Limited Liability Company | |||
59 | FelCor Napa Development, L.L.C. | Delaware - Limited Liability Company | |||
60 | FelCor Pennsylvania Company, L.L.C. | Delaware - Limited Liability Company | |||
61 | FelCor S-4 Hotels (SPE), L.L.C. | Delaware - Limited Liability Company | |||
62 | FelCor S-4 Leasing (SPE), L.L.C. | Delaware - Limited Liability Company | |||
63 | FelCor/St. Paul Hotel (SPE), L.L.C. | Delaware - Limited Liability Company | |||
64 | FelCor/St. Paul Leasing (SPE), L.L.C. | Delaware - Limited Liability Company | |||
65 | FelCor St. Pete (SPE), L.L.C. | Delaware - Limited Liability Company | |||
66 | FelCor St. Pete Leasing (SPE), L.L.C. | Delaware - Limited Liability Company | |||
67 | FelCor TRS Borrower 1, L.P. | Delaware - Limited Partnership | |||
68 | FelCor TRS Borrower GP 1, L.L.C. | Delaware - Limited Liability Company | |||
69 | FelCor TRS Borrower 4, L.L.C. | Delaware - Limited Liability Company | |||
70 | FelCor TRS Guarantor, L.P. | Delaware - Limited Partnership | |||
71 | FelCor TRS Guarantor GP, L.L.C. | Delaware - Limited Liability Company | |||
72 | FelCor TRS Holdings, L.L.C. | Delaware - Limited Liability Company | |||
73 | FelCor/Charlotte Hotel, L.L.C. | Delaware - Limited Liability Company | |||
74 | FelCor/CMB Buckhead Hotel, L.L.C. | Delaware - Limited Liability Company | |||
75 | FelCor/CMB Corpus Holdings, L.P. | Delaware - Limited Partnership | |||
76 | FelCor/CMB Corpus Hotel, L.L.C. | Delaware - Limited Liability Company | |||
77 | FelCor/CMB Deerfield Hotel, L.L.C. | Delaware - Limited Liability Company | |||
78 | FelCor/CMB Marlborough Hotel, L.L.C. | Delaware - Limited Liability Company | |||
79 | FelCor/CMB New Orleans Hotel, L.L.C. | Delaware - Limited Liability Company | |||
80 | FelCor/CMB Orsouth Holdings, L.P. | Delaware - Limited Partnership | |||
81 | FelCor/CMB Orsouth Hotel, L.L.C. | Delaware - Limited Liability Company | |||
82 | FelCor/CMB SSF Holdings, L.P. | Delaware - Limited Partnership | |||
83 | FelCor/CMB SSF Hotel, L.L.C. | Delaware - Limited Liability Company | |||
84 | FelCor/CSS Holdings, L.P. | Delaware - Limited Partnership | |||
85 | FelCor/CSS Hotels, L.L.C. | Delaware - Limited Liability Company | |||
86 | FelCor/CSS (SPE), L.L.C. | Delaware - Limited Liability Company | |||
87 | FelCor/Indianapolis Hotel, L.L.C. | Delaware - Limited Liability Company | |||
88 | FelCor/Iowa-New Orleans Chat-Lem Hotel, L.L.C. | Delaware - Limited Liability Company | |||
89 | FelCor/JPM Atlanta ES Hotel, L.L.C. | Delaware - Limited Liability Company | |||
90 | FelCor/JPM Austin Holdings, L.P. | Delaware - Limited Partnership | |||
91 | FelCor/JPM Austin Hotel, L.L.C. | Delaware - Limited Liability Company | |||
92 | FelCor/JPM Boca Raton Hotel, L.L.C. | Delaware - Limited Liability Company | |||
93 | FelCor/JPM BWI Hotel, L.L.C. | Delaware - Limited Liability Company | |||
94 | FelCor/JPM Hospitality Holdco (SPE), L.L.C. | Delaware - Limited Liability Company | |||
95 | FelCor/JPM Hospitality (SPE), L.L.C. | Delaware - Limited Liability Company |
96 | FelCor/JPM Hotels, L.L.C. | Delaware - Limited Liability Company | |||
97 | FelCor/JPM Orlando Hotel, L.L.C. | Delaware - Limited Liability Company | |||
98 | FelCor/JPM Phoenix Hotel, L.L.C. | Delaware - Limited Liability Company | |||
99 | FelCor/JPM Wilmington Hotel, L.L.C. | Delaware - Limited Liability Company | |||
100 | FelCor/LAX Holdings, L.P. | Delaware - Limited Partnership | |||
101 | FelCor/LAX Hotels, L.L.C. | Delaware - Limited Liability Company | |||
102 | FelCor/MM S-7 Holdings, L.P. | Delaware - Limited Partnership | |||
103 | FelCor/MM S-7 Hotels, L.L.C. | Delaware - Limited Liability Company | |||
104 | FelCor/New Orleans Annex, L.L.C. | Delaware - Limited Liability Company | |||
105 | FelCor/St. Paul Holdings, L.P. | Delaware - Limited Partnership | |||
106 | FelCor/Tysons Corner Hotel Company, L.L.C. | Delaware - Limited Liability Company | |||
107 | Grande Palms, L.L.C. | Delaware - Limited Liability Company | |||
108 | HI Chat-Lem/Iowa-New Orleans Joint Venture | Louisiana - General Partnership | |||
109 | Kingston Plantation Development Corp. | Delaware - Corporation | |||
110 | Knickerbocker Hotel Leasing GP, L.L.C. | Delaware - Limited Liability Company | |||
111 | Knickerbocker Hotel Leasing, L.L.C. | Delaware - Limited Liability Company | |||
112 | Knickerbocker Hotel Owner GP, L.L.C. | Delaware - Limited Liability Company | |||
113 | Knickerbocker Hotel Owner, L.L.C. | Delaware - Limited Liability Company | |||
114 | Los Angeles International Airport Hotel Associates, a Texas Limited Partnership | Texas - Limited Partnership | |||
115 | Lovefield Beverage Corporation | Texas - Corporation | |||
116 | Madison 237 Hotel Leasing, L.L.C. | Delaware - Limited Liability Company | |||
117 | Madison 237 Hotel, L.L.C. | Delaware - Limited Liability Company | |||
118 | Margate Towers at Kingston Plantation, L.L.C. | Delaware - Limited Liability Company | |||
119 | MHV Joint Venture | Texas - General Partnership |
120 | Napa Creek Residential, L.L.C. | Delaware - Limited Liability Company | |||
121 | Park Central Joint Venture | Texas - General Partnership | |||
122 | Plantation Laundry Services, L.L.C. | Delaware - Limited Liability Company | |||
123 | Promus/FCH Condominium Company, L.L.C. | Delaware - Limited Liability Company | |||
124 | Promus/FCH Development Company, L.L.C. | Delaware - Limited Liability Company | |||
125 | Promus/FelCor Hotels, L.L.C. | Delaware - Limited Liability Company | |||
126 | Promus/FelCor Lombard Venture | Illinois - General Partnership | |||
127 | Promus/FelCor Manager, Inc. | Delaware - Corporation | |||
128 | Promus/FelCor Parsippany Venture | New Jersey - General Partnership | |||
129 | Promus/FelCor San Antonio Venture | Texas - General Partnership | |||
130 | Royale Palms Rental, L.L.C. | Delaware - Limited Liability Company | |||
131 | Royalton 44 Hotel Leasing, L.L.C. | Delaware - Limited Liability Company | |||
132 | Royalton 44 Hotel, L.L.C. | Delaware - Limited Liability Company |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: | March 6, 2012 | /s/Richard A. Smith | |
Richard A. Smith Chief Executive Officer |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: | March 6, 2012 | /s/Andrew J. Welch | |
Andrew J. Welch Chief Financial Officer |
1. | I have reviewed this Annual Report on Form 10-K of FelCor Lodging Limited Partnership; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: | March 6, 2012 | /s/Richard A. Smith | ||
Richard A. Smith Chief Executive Officer of FelCor Lodging Trust Incorporated, as general partner of FelCor Lodging Limited Partnership |
1. | I have reviewed this Annual Report on Form 10-K of FelCor Lodging Limited Partnership; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: | March 6, 2012 | /s/Andrew J. Welch | ||
Andrew J. Welch Chief Financial Officer of FelCor Lodging Trust Incorporated, as general partner of FelCor Lodging Limited Partnership |
/s/Richard A. Smith | |
Richard A. Smith | |
Chief Executive Officer | |
/s/Andrew J. Welch | |
Andrew J. Welch | |
Chief Financial Officer |
/s/Richard A. Smith | |
Richard A. Smith | |
Chief Executive Officer of FelCor Lodging Trust Incorporated, as general partner of FelCor Lodging Limited Partnership | |
/s/Andrew J. Welch | |
Andrew J. Welch | |
Chief Financial Officer of FelCor Lodging Trust Incorporated, as general partner of FelCor Lodging Limited Partnership |
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