-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I2ccX6VIEQtaNDBUdEYw4ysA5zEFBEJo6HB3nu7l/dXqwaaTwrOLW8jisyNjHe7O GRLgaBK8AwoZZNau2JZsKg== 0001021408-01-500532.txt : 20010503 0001021408-01-500532.hdr.sgml : 20010503 ACCESSION NUMBER: 0001021408-01-500532 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010101 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERISTAR HOTELS & RESORTS INC CENTRAL INDEX KEY: 0001059341 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 510379982 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-14331 FILM NUMBER: 1620462 BUSINESS ADDRESS: STREET 1: 1010 WISCONSIN AVE NW CITY: WASHINGTON STATE: DC ZIP: 20007 BUSINESS PHONE: 2029654455 MAIL ADDRESS: STREET 1: 1010 WISCONSIN AVE N W CITY: WASHINGTON STATE: DC ZIP: 20007 8-K 1 d8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT FILED PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 1, 2001 MERISTAR HOTELS & RESORTS, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-14331 52-2101815 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification Number) 1010 Wisconsin Avenue, N.W. Washington, D.C. 20007 (Address of principal executive offices) Registrant's telephone number, including area code: (202) 965-4455 ITEM 5. OTHER EVENTS Until January 1, 2001, in order for MeriStar Hospitality Corporation to maintain its tax status as a real estate investment trust, MeriStar Hospitality was not permitted to engage in the operations of its hotel properties. To comply with this requirement, MeriStar Hospitality leased most of its real property to us and one other third-party lessee/manager. In late 1999, the Federal government enacted changes to the Internal Revenue Code that now permit MeriStar Hospitality to create taxable subsidiaries, which are subject to taxation similar to a subchapter C corporation and are permitted to lease MeriStar Hospitality's real property. Although a taxable subsidiary of a REIT may lease real property, it is not permitted to manage the properties itself; it must enter into an ``arms length'' management agreement with an independent third-party manager that is actively involved in the trade or business of hotel management and manages properties on behalf of other owners. We are such a qualified independent third party manager. In connection with MeriStar Hospitality's creation of its taxable subsidiaries, we assigned our leases of hotels owned by MeriStar Hospitality to taxable subsidiaries of MeriStar Hospitality effective January 1, 2001 and entered into management contracts with those taxable subsidiaries with respect to those hotels. Under the management agreements, we receive a management fee based on total hotel revenue that is subject to increase based on the achievement of specified operating thresholds. We have structured the management agreements to substantially mirror the economics of the prior leases. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS Pro forma financial data of the registrant is attached as part of Exhibit 99.1 to this report. Exhibit 99.1 is the only exhibit to this report. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MERISTAR HOTELS & RESORTS, INC. Date: May 2, 2001 /s/ Christopher L. Bennett --------------------------------------- Christopher L. Bennett Vice President, Legal and Secretary EXHIBIT INDEX EXHIBIT DESCRIPTION - ------- ----------- 99.1 Additional information of the registrant. EX-99.1 2 dex991.txt EXHIBIT 99.1 EXHIBIT 99.1 SUPPPLEMENTAL INFORMATION The following is supplemental information regarding MeriStar Hotels & Resorts, Inc. UNAUDITED PRO FORMA FINANCIAL STATEMENTS The following unaudited pro forma quarterly statements of operations show adjustments to the results of our operations (excluding non-recurring items) for the quarters ended March 31, 2000, June 30, 2000, September 30, 2000 and December 31, 2000 from changes to the federal tax laws relating to real estate investment trusts, which are commonly known as the REIT Modernization Act, or the RMA. The following statements reflect the assignment of all hotel leases between MeriStar Hospitality Corporation and us to a taxable subsidiary of MeriStar Hospitality. In addition, we have executed management contracts between that subsidiary and us in accordance with the changes to the federal tax laws that were effective as of January 1, 2001. As a result of these activities, all of our net operating assets and liabilities associated with the hotels formerly leased from MeriStar Hospitality were transferred to the taxable subsidiary of MeriStar Hospitality. Also, as a result of these actions, the net revenues from the transferred assets and the expenses associated with those revenues were eliminated and replaced with management fee income and expenses associated with that income. The unaudited pro forma quarterly statements of operations are not necessarily indicative of what our future financial position or results of operations actually would have been if the RMA had been enacted at the beginning of the periods presented. Additionally, the unaudited pro forma quarterly statements of operations do not purport to project our results of operations at any future date or for any future period. The unaudited pro forma quarterly statements of operations should be read in conjunction with our historical consolidated financial statements and related notes. MeriStar Hotels & Resorts, Inc. Unaudited Pro Forma Statement of Operations(1) For the Twelve Months Ended December 31, 2000 (dollars in thousands, except per share amounts)
Three Months Three Months Three Months Three Months Twelve Months Ended Ended Ended Ended Ended March 31, 2000 June 30, 2000 September 30, 2000 December 31, 2000 December 31, 2000 As Adjusted As Adjusted As Adjusted As Adjusted As Adjusted -------------- ------------- ------------------ ----------------- ----------------- Revenue Rooms $36,849 $39,803 $38,218 $32,427 $147,297 Corporate Housing - 9,392 29,369 26,111 64,872 Food and beverage 3,084 3,442 3,344 3,753 13,623 Other operating departments 2,178 2,411 1,877 1,665 8,131 Management and other fees 11,243 12,112 13,219 9,447 46,021 -------------- ------------- ------------------ ----------------- ----------------- Total revenue 53,354 67,160 86,027 73,403 279,944 -------------- ------------- ------------------ ----------------- ----------------- Operating expenses by department: Rooms 8,724 8,683 9,149 7,849 34,405 Corporate Housing - 6,037 18,744 18,046 42,827 Food and beverage 2,472 2,596 2,506 2,255 9,829 Other operating departments 1,133 1,296 1,123 1,317 4,869 Undistributed operating expenses: Administrative and general 14,503 15,212 18,719 17,567 66,001 Property operating costs 8,512 8,434 8,856 5,541 31,343 Participating lease expense 14,542 18,067 17,261 16,930 66,800 Depreciation and amortization 1,643 2,119 2,778 2,930 9,470 -------------- ------------- ------------------ ----------------- ----------------- Total operating expenses 51,529 62,444 79,136 72,435 265,544 -------------- ------------- ------------------ ----------------- ----------------- Net operating income 1,825 4,716 6,891 968 14,400 -------------- ------------- ------------------ ----------------- ----------------- Interest expense, net 1,191 1,353 1,986 1,871 6,401 -------------- ------------- ------------------ ----------------- ----------------- Income before minority interests and income taxes 634 3,363 4,905 (903) 7,999 -------------- ------------- ------------------ ----------------- ----------------- Minority interests 42 221 322 (59) 526 Income taxes 235 1,248 1,819 (335) 2,967 -------------- ------------- ------------------ ----------------- ----------------- Net income $ 357 $ 1,894 $ 2,764 $ (509) $ 4,506 ============== ============= ================== ================= ================= Weighted average number of diluted shares of common stock outstanding 35,505 33,605 39,237 35,950 34,148 ============== ============= ================== ================= ================= Net income per diluted common share excluding non-recurring items $ 0.01 $ 0.06 $ 0.08 $ (0.01) $ 0.13 ============== ============= ================== ================= =================
(1) Excludes the effect of EITF 98-9. -----END PRIVACY-ENHANCED MESSAGE-----