<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>d10q.txt
<DESCRIPTION>FORM 10-Q
<TEXT>
<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended September 7, 2001 Commission File No. 0-25087
HOST MARRIOTT, L.P.
10400 Fernwood Road
Bethesda, Maryland 20817
(301) 380-9000
Delaware 52-2095412
------------------------ ----------------------
(State of Incorporation) (I.R.S. Employer
Identification Number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No ___
---
Units outstanding
Class at October 15, 2001
--------------------- -------------------
Units of limited partnership interest 284,697,920
================================================================================
<PAGE>
INDEX
-----
Page No.
--------
Part I. FINANCIAL INFORMATION (Unaudited):
Condensed Consolidated Balance Sheets-
September 7, 2001 and December 31, 2000..................... 3
Condensed Consolidated Statements of Operations-
Twelve Weeks and Thirty-six weeks Ended
September 7, 2001 and September 8, 2000..................... 4
Condensed Consolidated Statements of Cash Flows-
Twelve Weeks and Thirty-six weeks Ended
September 7, 2001 and September 8, 2000..................... 8
Notes to Condensed Consolidated Financial Statements........... 9
Management's Discussion and Analysis of Results of
Operations and Financial Condition.......................... 22
Quantitative and Qualitative Disclosures about Market Risk..... 29
PART II. OTHER INFORMATION AND SIGNATURE................................ 30
-2-
<PAGE>
HOST MARRIOTT, L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions)
<TABLE>
<CAPTION>
September 7, December 31,
2001 2000
------------ ------------
(unaudited)
<S> <C> <C>
ASSETS
------
Property and equipment, net............................................................. $ 7,177 $ 7,110
Notes and other receivables (including amounts due from affiliates of
$9 million and $164 million, respectively).......................................... 56 211
Due from Manager........................................................................ 143 --
Rent receivable......................................................................... 6 65
Investments in affiliates............................................................... 147 128
Other assets............................................................................ 421 439
Restricted cash......................................................................... 124 125
Cash and cash equivalents............................................................... 182 313
----------- -----------
$ 8,256 $ 8,391
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
Debt
Senior notes........................................................................ $ 2,782 $ 2,790
Mortgage debt....................................................................... 2,292 2,275
Convertible debt obligation to Host Marriott........................................ 492 492
Other............................................................................... 317 257
----------- -----------
5,883 5,814
Accounts payable and accrued expenses................................................... 225 381
Other liabilities....................................................................... 301 312
----------- -----------
Total liabilities................................................................. 6,409 6,507
----------- -----------
Minority interest....................................................................... 111 139
Limited partnership interests of third parties at redemption value (representing
22.2 million units and 63.4 million units at September 7, 2001 and
December 31, 2000, respectively).................................................... 267 823
Partners' Capital
General partner..................................................................... 1 1
Cumulative redeemable preferred limited partner..................................... 339 196
Limited partner..................................................................... 1,125 724
Accumulated other comprehensive income.............................................. 4 1
----------- -----------
Total partners' capital........................................................... 1,469 922
----------- -----------
$ 8,256 $ 8,391
=========== ===========
</TABLE>
See Notes to Condensed Consolidated Financial Statements
-3-
<PAGE>
HOST MARRIOTT, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Twelve weeks ended September 7, 2001 and September 8, 2000
(unaudited, in millions)
<TABLE>
<CAPTION>
2001 2000
-------- --------
<S> <C> <C>
REVENUES
Hotel sales
Rooms............................................................................ $ 528 $ --
Food and beverage................................................................ 234 --
Other............................................................................ 67 --
-------- --------
Total hotel sales............................................................. 829 --
Rental income...................................................................... 19 227
-------- --------
Total revenues................................................................ 848 227
-------- --------
OPERATING COSTS AND EXPENSES
Hotel operating expenses
Rooms............................................................................ 133 --
Food and beverage................................................................ 188 --
Hotel departmental costs and deductions.......................................... 229 --
Management fees and other........................................................ 37 --
Other property-level expenses.................................................... 66 66
Depreciation and amortization.................................................... 87 75
-------- --------
Total hotel operating costs and expenses...................................... 740 141
Corporate expenses................................................................. 7 7
Other expenses..................................................................... 3 --
-------- --------
OPERATING PROFIT....................................................................... 98 79
Minority interest expense.......................................................... (2) (1)
Interest income.................................................................... 5 9
Interest expense................................................................... (112) (107)
Net gains on property transactions................................................. 3 1
Equity in earnings of affiliates................................................... (1) 2
-------- --------
LOSS BEFORE INCOME TAXES............................................................... (9) (17)
Provision for income taxes............................................................. -- (4)
-------- --------
LOSS BEFORE EXTRAORDINARY ITEM......................................................... (9) (21)
Extraordinary loss..................................................................... (1) --
-------- --------
NET LOSS .............................................................................. $ (10) $ (21)
======== ========
Less: Distributions on preferred limited partner units to Host Marriott................ (9) (6)
-------- --------
NET LOSS AVAILABLE TO COMMON UNITHOLDERS............................................... $ (19) $ (27)
======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements
-4-
<PAGE>
HOST MARRIOTT, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Twelve weeks ended September 7, 2001 and September 8, 2000
(unaudited, in millions)
<TABLE>
<CAPTION>
2001 2000
-------- --------
<S> <C> <C>
BASIC LOSS PER UNIT:
Loss before extraordinary item......................................................... $ (0.06) $ (0.09)
Extraordinary loss..................................................................... (0.01) --
-------- --------
BASIC LOSS PER COMMON SHARE............................................................ $ (0.07) $ (0.09)
======== ========
DILUTED EARNINGS (LOSS) PER UNIT:
Loss before extraordinary item......................................................... $ (0.06) $ (0.09)
Extraordinary loss..................................................................... (0.01) --
-------- --------
DILUTED LOSS PER COMMON SHARE.......................................................... $ (0.07) $ (0.09)
======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements
-5-
<PAGE>
HOST MARRIOTT, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Thirty-six weeks ended September 7, 2001 and September 8, 2000
(unaudited, in millions)
<TABLE>
<CAPTION>
2001 2000
-------- --------
<S> <C> <C>
REVENUES
Hotel sales
Rooms............................................................................ $ 1,638 $ --
Food and beverage................................................................ 782 --
Other............................................................................ 204 --
-------- --------
Total hotel sales............................................................. 2,624 --
Rental income...................................................................... 81 588
-------- --------
Total revenues................................................................ 2,705 588
-------- --------
OPERATING COSTS AND EXPENSES
Hotel operating expenses
Rooms............................................................................ 389 --
Food and beverage................................................................ 587 --
Hotel departmental costs and deductions.......................................... 669 --
Management fees and other........................................................ 143 --
Other property-level expenses.................................................... 194 191
Depreciation and amortization.................................................... 266 224
-------- --------
Total hotel operating costs and expenses...................................... 2,248 415
Corporate expenses................................................................. 24 27
Lease repurchase expense........................................................... 5 --
Other expenses..................................................................... 11 9
-------- --------
OPERATING PROFIT....................................................................... 417 137
Minority interest expense.......................................................... (14) (11)
Interest income.................................................................... 25 26
Interest expense................................................................... (334) (315)
Net gains on property transactions................................................. 4 4
Equity in earnings of affiliates................................................... 3 5
-------- --------
INCOME (LOSS) BEFORE INCOME TAXES...................................................... 101 (154)
Provision for income taxes............................................................. (15) (7)
-------- --------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM................................................ 86 (161)
Extraordinary (loss)/gain.............................................................. (1) 3
-------- --------
NET INCOME (LOSS)...................................................................... $ 85 $ (158)
======== ========
Less: Distributions on preferred limited partner units to Host Marriott............... (23) (16)
-------- --------
NET INCOME (LOSS) AVAILABLE TO COMMON UNITHOLDERS...................................... $ 62 $ (174)
======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements
-6-
<PAGE>
HOST MARRIOTT, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Thirty-six weeks ended September 7, 2001 and September 8, 2000
(unaudited, in millions)
<TABLE>
<CAPTION>
2001 2000
-------- --------
<S> <C> <C>
BASIC EARNINGS (LOSS) PER UNIT:
Income (loss) from operations before extraordinary item ............................... $ .23 $ (0.62)
Extraordinary (loss)/gain............................................................... (.01) 0.01
-------- --------
BASIC EARNINGS (LOSS) PER UNIT......................................................... $ .22 $ (0.61)
======== ========
DILUTED EARNINGS (LOSS) PER UNIT:
Income (loss) from operations before extraordinary item................................ $ .23 $ (0.62)
Extraordinary (loss)/gain.............................................................. (.01) 0.01
-------- --------
DILUTED EARNINGS (LOSS) PER UNIT........................................................ $ .22 $ (0.61)
======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements
-7-
<PAGE>
HOST MARRIOTT, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Thirty-six weeks ended September 7, 2001 and September 8, 2000
(unaudited, in millions)
<TABLE>
<CAPTION>
2001 2000
--------- ---------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) before extraordinary item............................................. $ 86 $ (161)
Adjustments to reconcile to cash from operations:
Depreciation and amortization....................................................... 266 224
Income taxes........................................................................ (20) (20)
Deferred contingent rental income................................................... 18 366
Net gains on property transactions.................................................. (4) (4)
Equity in earnings of affiliates.................................................... (3) (5)
Purchase of Crestline leases........................................................ (208) --
Changes in other operating accounts................................................. 83 22
Other............................................................................... -- 17
--------- ---------
Cash provided by operations...................................................... 218 439
--------- ---------
INVESTING ACTIVITIES
Acquisitions............................................................................ (63) (40)
Capital expenditures:
Capital expenditures for renewals and replacements.................................. (148) (155)
New investment capital expenditures................................................. (38) (88)
Other investments................................................................... (18) (28)
Note receivable collections, net........................................................ 9 4
--------- ---------
Cash used in investing activities................................................ (258) (307)
--------- ---------
FINANCING ACTIVITIES
Issuances of debt, net.................................................................. 276 292
Scheduled principal repayments.......................................................... (41) (27)
Debt prepayments........................................................................ (226) (245)
Issuances of common units............................................................... 3 3
Issuances of preferred limited partner units............................................ 144 --
Distributions........................................................................... (244) (194)
Repurchases of Convertible Preferred Securities......................................... -- (15)
Repurchases and redemptions of OP Units................................................. -- (47)
Other................................................................................... (3) 12
--------- ---------
Cash used in financing activities................................................ (91) (221)
--------- ---------
DECREASE IN CASH AND CASH EQUIVALENTS................................................... $ (131) $ (89)
========= =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements
-8-
<PAGE>
HOST MARRIOTT, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Organization
Host Marriott, L.P. (the "Operating Partnership" or the "Company" or "Host
LP") is a Delaware limited partnership whose sole general partner is Host
Marriott Corporation ("Host REIT"). Host REIT, a Maryland corporation
operating through an umbrella partnership structure, is a self-managed and
self-administered real estate investment trust ("REIT") with its operations
conducted solely through the Operating Partnership and its subsidiaries. As
of September 7, 2001, Host REIT owned approximately 92% of the Operating
Partnership.
The Work Incentives Improvement Act of 1999 ("REIT Modernization Act")
amended the tax laws to permit REITs, effective January 1, 2001, to lease
hotels to a subsidiary that qualifies as a taxable REIT subsidiary ("TRS").
Accordingly, a wholly owned subsidiary of Host LP, which has elected to be
treated as a TRS for federal income tax purposes, acquired certain
subsidiaries owning the leasehold interests with respect to 120 of the
Company's full-service hotels (the "Lessee Entities") from Crestline
Capital Corporation ("Crestline") and Wyndham International Inc.
("Wyndham"). As a result of the acquisitions, the Company's operating
results reflect property-level revenues and expenses rather than rental
income from lessees with respect to those 120 full-service properties from
the effective dates of the acquisitions.
2. Summary of Significant Accounting Policies
The accompanying unaudited condensed consolidated financial statements of
the Company and its subsidiaries have been prepared without audit. Certain
information and footnote disclosures normally included in financial
statements presented in accordance with accounting principles generally
accepted in the United States have been condensed or omitted. The Company
believes the disclosures made are adequate to make the information
presented not misleading. However, the unaudited condensed consolidated
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's annual
report on Form 10-K for the fiscal year ended December 31, 2000.
In the opinion of the Company, the accompanying unaudited condensed
consolidated financial statements reflect all adjustments necessary to
present fairly the financial position of the Company as of September 7,
2001, the results of its operations for the twelve and thirty-six weeks
ended September 7, 2001, and September 8, 2000, and cash flows for the
thirty-six weeks ended September 7, 2001, and September 8, 2000. Interim
results are not necessarily indicative of fiscal year performance because
of the impact of seasonal and short-term variations.
Certain reclassifications were made to the prior year financial statements
to conform to the current presentation.
The Company consolidates entities in which it owns a controlling financial
interest (generally when it owns over 50% of the voting shares of another
company) and consolidates partnership investments when it owns a general
partnership interest unless minority shareholders or other partners
participate in or have the right to block management decisions.
Revenue from operations of the Company's hotels not leased to third parties
is recognized when the services are provided. As previously discussed, the
Company, through its wholly owned TRS, acquired the Lessee Entities, and as
a result, the Company no longer leases the properties to a third party, or
receives rental income with respect to those 120 properties. Therefore, the
Company's consolidated results of operations with respect to those 120
properties reflect, from the effective
-9-
<PAGE>
HOST MARRIOTT, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
dates of the transactions, property-level revenues and expenses rather than
rental income from lessees and are not comparable to 2000 results.
Additionally, under the leases, the Company recorded the rental income due
as the greater of base rent or percentage rent, as defined. Percentage rent
received pursuant to the leases but not recognized until all contingencies
have been met is included on the balance sheet as deferred rent. Contingent
rental revenue of $3 million and $75 million, respectively, for the twelve
weeks ended September 7, 2001 and September 8, 2000, and $18 million and
$366 million, respectively, for the thirty-six weeks ended September 7,
2001 and September 8, 2000, have been deferred.
3. Earnings Per Unit
Basic earnings per unit is computed by dividing net income available to
common unitholders by the weighted average number of common units
outstanding. Diluted earnings per unit is computed by dividing net income
available to common unitholders as adjusted for potentially dilutive
securities, by the weighted average number of common units outstanding plus
other potentially dilutive securities. Dilutive securities may include
units distributed to Host Marriott Corporation for Host Marriott
Corporation common shares granted under comprehensive stock plans and the
Convertible Preferred Securities. Dilutive securities may also include
those common and preferred Operating Partnership Units ("OP Units")
issuable or outstanding that are held by minority partners which are
assumed to be converted. No effect is shown for securities if they are
anti-dilutive.
<TABLE>
<CAPTION>
Twelve weeks ended
------------------------------------------------------------------------
September 7, 2001 September 8, 2000
---------------------------------- -----------------------------------
Income Units Per Unit Income Units Per Unit
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
---------------------------------- -----------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net income (loss)............................ $ (10) 284.6 $ (.04) $ (21) 283.8 $ (.07)
Distributions on preferred limited partner
units and Preferred OP Units............... (9) -- (.03) (6) -- (.02)
--------- ---------- --------- ---------- ---------- -----------
Basis loss available to common
unitholders per unit........................ (19) 284.6 (.07) (27) 283.8 (.09)
Assuming distribution of units to Host
Marriott Corporation for Host Marriott
Corporation common shares granted
under the Host Marriott comprehensive stock
plan, less shares assumed purchased at
average market price........................ -- -- -- -- -- --
Assuming conversion of Preferred OP Units... -- -- -- -- -- --
Assuming issuance of minority OP Units
issuable................................... -- -- -- -- -- --
--------- ---------- --------- --------- ---------- ---------
Diluted Loss per Unit........................ $ (19) 284.6 $ (.07) $ (27) 283.8 $ (.09)
========= ========== ========= ========= ========== =========
</TABLE>
-10-
<PAGE>
HOST MARRIOTT, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
<TABLE>
<CAPTION>
Thirty-six weeks ended
------------------------------------------------------------------------
September 7, 2001 September 8, 2000
---------------------------------- -----------------------------------
Income Units Per Unit Income Units Per Unit
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
---------------------------------- -----------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net income (loss)............................ $ 85 284.1 $ .30 $ (158) 284.2 $ (.55)
Distributions on preferred limited partner
units and Preferred OP Units............... (23) -- (.08) (16) -- (.06)
--------- ---------- --------- --------- ---------- ----------
Basic loss available to common
unitholders per unit........................ 62 284.1 .22 (174) 284.2 (.61)
Assuming distribution of units to Host
Marriott Corporation for Host Marriott
Corporation common shares granted under
the Host Marriott comprehensive stock
plan, less shares assumed purchased at
average market price........................ -- 4.2 -- -- -- --
Assuming conversion of Preferred OP Units... -- -- -- -- -- --
Assuming issuance of minority OP Units
issuable................................... -- -- -- -- -- --
--------- ---------- --------- --------- ---------- ----------
Diluted Loss per Unit........................ $ 62 288.3 $ .22 $ (174) 284.2 $ (.61)
========= ========== ========= ========= ========== ==========
</TABLE>
4. OP Unit Conversions
On May 29, May 7 and February 7, 2001, Blackstone and affiliates
("Blackstone") converted 18.2 million, 10.0 million and 12.5 million OP
Units, respectively, to Host REIT common shares and immediately sold them
to an underwriter for sale on the open market. These units were obtained in
connection with the purchase of the Blackstone luxury hotel portfolio in
1998. As a result of this transaction, Blackstone's ownership interest was
reduced to approximately 1% of the outstanding OP Units of the Operating
Partnership, and the Company increased its ownership in the Operating
Partnership to approximately 92% of the outstanding OP Units. The Company
received no proceeds as a result of these transactions.
5. Debt and Equity Issuances and Refinancing
During the first quarter of 2001, the Company borrowed $115 million under
the revolver portion of the bank credit facility to partially fund the
acquisition of the Crestline Lessee Entities and other general corporate
purposes and repaid the $115 million during the second quarter of 2001.
During the third quarter of 2001, the Company borrowed $60 million under
the revolver portion of the bank credit facility to fund the purchase of
minority interests in seven hotels. During the fourth quarter of 2001, the
Company borrowed an additional $250 million under the revolver portion of
the bank credit facility. As of October 19, 2001, $150 million is
outstanding under the term loan portion and $310 million is outstanding
under the revolver portion of the bank credit facility. The remaining
available capacity under the revolver is $315 million.
On March 27, 2001, we sold approximately 6.0 million shares of 10% Class C
preferred limited partner units ("Class C Preferred Units") with $0.01 par
value for net proceeds of $144 million. Holders of the Class C Preferred
Units are entitled to receive cumulative cash distributions at a rate of
10% per annum of the $25 per unit liquidation preference. Distributions are
payable quarterly in arrears commencing April 15, 2001, on which date a pro
rata distribution of $0.03 per unit was distributed. Beginning March 27,
2006, we have the option to redeem the Class C Preferred Units for $25.00
per unit, plus accrued and unpaid distributions to the date of redemption.
-11-
<PAGE>
HOST MARRIOTT, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
On August 30, 2001, a Canadian subsidiary of the Company entered into a
financing agreement pursuant to which it borrowed $96.6 million due August
2006 at a variable rate of LIBOR plus 275 basis points. The Calgary
Marriott, Toronto Airport Marriott, Toronto Marriott Eaton Centre, and
Toronto Meadowvale Delta hotels serve as collateral. The proceeds from this
financing were used to refinance existing indebtedness on these hotels as
well as to prepay the $88 million mortgage note on The Ritz-Carlton, Amelia
Island hotel.
Since the mortgage loan on these Canadian properties is denominated in U.S.
Dollars and the functional currency of the Canadian subsidiary is the
Canadian Dollar, the Company purchased derivative instruments for hedging
of the foreign currency investment. Therefore, the subsidiary has entered
into 60 separate currency forward contracts to buy U.S. dollars at a fixed
price. These forward contracts hedge the currency exposure of converting
Canadian dollars to U.S. dollars on a monthly basis to cover debt service
payments.
6. Acquisitions and Developments
Effective March 24, 2001, the Company purchased the 5% voting interests in
each of Rockledge Hotel Properties, Inc. ("Rockledge") and Fernwood Hotel
Assets, Inc. ("Fernwood") that were previously held by the Host Marriott
Statutory Employee/Charitable Trust for approximately $2 million. Prior to
this acquisition, the Company held a 95% non-voting interest in each
company and accounted for such investments under the equity method. As a
result of this acquisition, the Company holds 100% of the voting and
non-voting interests in Rockledge and Fernwood, and its consolidated
results of operations will reflect the revenues and expenses generated by
the two taxable corporations, and its consolidated balance sheets will
include the various assets. The assets consist of three additional
full-service hotels: the 672-room St. Louis Marriott Pavilion Downtown in
St. Louis, Missouri, and the 311-room JW Marriott Hotel Mexico City and the
600-room Mexico City Airport Marriott Hotel, both located in Mexico City,
Mexico. The Company's acquisition, including certain joint venture
interests, totaled approximately $356 million in assets and $262 million in
liabilities, including $54 million of third party debt ($26 million of
which matures in 2001).
On June 16, 2001, the Company consummated an agreement with Crestline
Capital Corporation for the acquisition of their lease agreement with
respect to San Diego Marriott Hotel and Marina (the "San Diego Hotel"). The
purchase price was $4.5 million, including legal and professional fees.
Under the terms of the transaction, a wholly owned TRS of the Company
acquired the lease by purchasing the lessee entity, effectively terminating
the lease for financial reporting purposes.
On June 28, 2001, the Company consummated an agreement to purchase
substantially all the minority limited partnership interests held by
Wyndham International, Inc. and affiliates ("Wyndham") with respect to
seven full-service hotels for $60 million. As part of this acquisition, the
leases were acquired from Wyndham with respect to the San Diego Marriott
Mission Valley, the Minneapolis Marriott Southwest, and the Albany Marriott
by a wholly owned TRS of the Company, effectively terminating the leases
for financial reporting purposes. For purposes of purchase accounting, no
amounts were attributed to the leases themselves. The entire purchase price
was allocated to the limited partner interests purchased and were
capitalized.
7. Dividends and Distributions Payable
On September 19, 2001, the Company announced that the Board of Directors
had declared quarterly cash distributions of $0.26 per unit of limited
partner interest and $0.625 per Class A, B and C preferred limited partner
unit. The
-12-
<PAGE>
HOST MARRIOTT, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
third quarter distributions were paid on October 12, 2001 to shareholders
and unitholders of record on September 28, 2001.
8. Geographic Information
As of September 7, 2001, the Company's foreign operations consisted of four
hotel properties located in Canada and two properties located in Mexico.
There were no intercompany sales between the properties and the Company.
The following table presents revenues for each of the geographical areas in
which the Company owns hotels. As a result of the acquisition of the
Crestline Lessee Entities, effective January 1, 2001 the Company's
consolidated results of operations for the twelve and thirty-six weeks
ended September 7, 2001 primarily represent property level revenues and
expenses, whereas the results for the twelve and thirty-six weeks ended
September 8, 2000 primarily represent rental income (in millions).
<TABLE>
<CAPTION>
Twelve Weeks Ended Thirty-six weeks Ended
---------------------------- ---------------------------
September 7, September 8, September 7, September 8,
2001 2000 2001 2000
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
United States...................................... $ 823 $ 224 $ 2,633 $ 578
International...................................... 25 3 72 10
------------ ------------ ------------ ------------
Total.......................................... $ 848 $ 227 $ 2,705 $ 588
============ ============ ============= ============
</TABLE>
9. Comprehensive Income/(Loss)
The Company's other comprehensive income/(loss) consists of unrealized
gains and losses on foreign currency translation adjustments and the right
to receive cash from Host Marriott Services Corporation subsequent to the
exercise of the options held by certain former and current employees of
Marriott International, pursuant to the distribution agreement between the
Company and Host Marriott Services Corporation. For the twelve weeks and
thirty-six weeks ended September 7, 2001, the comprehensive income/(loss)
totaled $(9) million and $88 million, respectively. The comprehensive loss
was $22 million and $159 million for the twelve and thirty-six weeks ended
September 8, 2000, respectively. As of September 7, 2001, the Company's
accumulated other comprehensive income was $4 million compared to $1
million as of December 31, 2000.
10. Summarized Lease Pool Financial Statements
During 2000, almost all the properties of the Company and its subsidiaries
were leased to subsidiaries of Crestline. In conjunction with these leases,
Crestline and certain of its subsidiaries entered into limited guarantees
of the lease obligations of each lessee. The full-service hotel leases were
grouped into four lease pools, with Crestline's guarantee limited to the
greater of 10% of the aggregate rent payable for the preceding year or 10%
of the aggregate rent payable under all leases in the respective pool.
Additionally, the lessee's obligation under each lease agreement was
guaranteed by all other lessees in the respective lease pool. As a result,
the Company believed that the operating results of each full-service lease
pool may have been material to the Company's financial statements for the
year ended December 31, 2000.
Effective January 1, 2001, a wholly owned TRS of Host LP replaced Crestline
as the lessee with respect to 116 of the Company's full-service hotels, and
the third party credit concentration ceased to exist.
Financial information of Crestline may be found in its quarterly and annual
filings with the Securities and Exchange Commission. Further information
regarding these leases and Crestline's
-13-
<PAGE>
HOST MARRIOTT, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
limited guarantees may be found in the Company's annual report on Form 10-K
for the fiscal year ended December 31, 2000. The results of operations and
summarized balance sheet data of the lease pools in which the Company's
hotels were organized during 2000 are as follows (in millions):
<TABLE>
<CAPTION>
Twelve Weeks Ended September 8, 2000
------------------------------------
Pool 1 Pool 2 Pool 3 Pool 4 Combined
------ ------ ------ ------ --------
<S> <C> <C> <C> <C> <C>
Hotel Sales
Rooms..................................... $ 147 $ 156 $ 137 $ 141 $ 581
Food and beverage......................... 60 66 57 69 252
Other..................................... 14 16 16 19 65
------ ------ ------ ------ -------
Total hotel sales.................... 221 238 210 229 898
Operating Costs and Expenses
Rooms..................................... 36 40 34 33 143
Food and beverage......................... 49 54 45 54 202
Other..................................... 62 58 57 57 234
Management fees........................... 10 15 10 14 49
Lease expense............................. 63 67 62 70 262
Corporate and interest expenses........... -- -- 1 -- 1
------ ------ ------ ------ -------
Total operating expenses............. 220 234 209 228 891
------ ------ ------ ------ -------
Operating Profit............................... 1 4 1 1 7
Income taxes............................. (1) (2) -- -- (3)
------ ------ ------ ------ -------
Net Income........................... $ -- $ 2 $ 1 $ 1 $ 4
====== ====== ====== ====== =======
<CAPTION>
Thirty-six weeks Ended September 8, 2000
----------------------------------------
Pool 1 Pool 2 Pool 3 Pool 4 Combined
------ ------ ------ ------ --------
<S> <C> <C> <C> <C> <C>
Hotel Sales
Rooms..................................... $ 428 $ 469 $ 409 $ 433 $ 1,739
Food and beverage......................... 188 219 189 235 831
Other..................................... 44 46 59 60 209
------ ------ ------ ------ -------
Total hotel sales.................... 660 734 657 728 2,779
Operating Costs and Expenses
Rooms..................................... 102 116 96 96 410
Food and beverage......................... 145 165 140 167 617
Other..................................... 173 167 166 170 676
Management fees........................... 32 50 32 52 166
Lease expense............................. 200 224 214 237 875
Corporate and interest expenses........... 1 1 1 1 4
------ ------ ------ ------ -------
Total operating expenses............. 653 723 649 723 2,748
------ ------ ------ ------ -------
Operating Profit............................... 7 11 8 5 31
Income taxes............................. (3) (5) (3) (2) (13)
------ ------ ------ ------ -------
Net Income........................... $ 4 $ 6 $ 5 $ 3 $ 18
====== ====== ====== ====== =======
<CAPTION>
As of December 31, 2000
-----------------------
Pool 1 Pool 2 Pool 3 Pool 4 Combined
------ ------ ------ ------ --------
<S> <C> <C> <C> <C> <C>
Assets.............................................. $ 37 $ 37 $ 40 $ 44 $ 158
Liabilities......................................... 37 37 40 42 156
Equity.............................................. -- -- -- 2 2
</TABLE>
11. Supplemental Guarantor and Non-Guarantor Subsidiary Information
All subsidiaries of the Company guarantee the Senior Notes except those
owning 50 of the Company's full service hotels and HMH HPT RIBM LLC and HMH
HPT CBM LLC, the lessees of the Residence Inn and Courtyard properties,
respectively. The separate financial statements of each
-14-
<PAGE>
HOST MARRIOTT, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
guaranteeing subsidiary (each, a "Guarantor Subsidiary") are not presented
because the Company's management has concluded that such financial
statements are not material to investors. The guarantee of each Guarantor
Subsidiary is full and unconditional and joint and several and each
Guarantor Subsidiary is a wholly owned subsidiary of the Company.
The following condensed combined consolidating information sets forth the
financial position as of September 7, 2001 and December 31, 2000, the
results of operations for the twelve and Thirty-six weeks ended September
7, 2001 and September 8, 2000 and the cash flows for the Thirty-six weeks
ended September 7, 2001 and September 8, 2000 of the parent, Guarantor
Subsidiaries and the Non-Guarantor Subsidiaries.
-15-
<PAGE>
HOST MARRIOTT, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Supplemental Condensed Combined Consolidating Balance Sheets
(in millions)
September 7, 2001
<TABLE>
<CAPTION>
Non-
Guarantor Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Property and equipment, net....................... $ 1,148 $ 2,047 $ 3,982 $ -- $ 7,177
Notes and other receivables....................... 710 102 161 (917) 56
Due from Manager.................................. (2) 2 143 -- 143
Rent receivable................................... 8 13 26 (41) 6
Investments in affiliate.......................... 2,398 1,997 -- (4,248) 147
Other assets...................................... 92 67 306 (44) 421
Restricted cash................................... 20 3 101 -- 124
Cash and cash equivalents......................... 71 57 54 -- 182
------- -------- -------- -------- --------
Total assets................................... $ 4,445 $ 4,288 $ 4,773 $ (5,250) $ 8,256
======= ======== ======== ======== ========
Debt.............................................. $ 2,249 $ 1,372 $ 2,546 $ (776) $ 5,391
Convertible debt obligation to Host Marriott...... 492 -- -- -- 492
Other liabilities................................. 237 299 486 (496) 526
------- -------- -------- -------- --------
Total liabilities.............................. 2,978 1,671 3,032 (1,272) 6,409
Minority interests................................ 1 -- 110 -- 111
Limited partner interest of third parties at
redemption value................................. 267 -- -- -- 267
Owner's capital................................... 1,199 2,617 1,631 (3,978) 1,469
------- -------- -------- -------- --------
Total liabilities and owner's capital.......... $ 4,445 $ 4,288 $ 4,773 $ (5,250) $ 8,256
======= ======== ======== ======== ========
</TABLE>
December 31, 2000
<TABLE>
<CAPTION>
Non-
Guarantor Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Property and equipment, net...................... $ 1,181 $ 2,001 $ 3,928 $ -- $ 7,110
Notes and other receivables...................... 311 54 165 (319) 211
Rent receivable.................................. 13 10 42 -- 65
Investments in affiliate......................... 2,618 1,715 -- (4,205) 128
Other assets..................................... 242 26 245 (74) 439
Restricted cash.................................. 14 5 106 -- 125
Cash and cash equivalents ....................... 244 34 35 -- 313
------- ---------- ---------- ---------- ----------
Total assets.................................. $ 4,623 $ 3,845 $ 4,521 $ (4,598) $ 8,391
======= ========== ========== ========== ==========
Debt............................................. $ 1,910 $ 1,215 $ 2,360 $ (163) $ 5,322
Convertible debt obligation to Host Marriott..... 492 -- -- -- 492
Other liabilities................................ 474 127 322 (230) 693
------- ---------- ---------- ---------- ----------
Total liabilities............................. 2,876 1,342 2,682 (393) 6,507
Minority interests............................... 2 -- 137 -- 139
Limited partner interest of third parties at
redemption value................................ 823 -- -- -- 823
Partners' capital................................ 922 2,503 1,702 (4,205) 922
------- ---------- ---------- ---------- ----------
Total liabilities and owner's capital......... $ 4,623 $ 3,845 $ 4,521 $ (4,598) $ 8,391
======= ========== ========== ========== ==========
</TABLE>
-16-
<PAGE>
HOST MARRIOTT, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Supplemental Condensed Combined Statements of Operations
(in millions)
Twelve Weeks Ended September 7, 2001
<TABLE>
<CAPTION>
Non-
Guarantor Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
REVENUES..................................... $ 35 $ 61 $ 948 $ (196) $ 848
Depreciation................................. (17) (28) (42) -- (87)
Hotel operating expenses..................... -- -- (587) -- (587)
Property-level expenses...................... (9) (15) (42) -- (66)
Rental expense............................... -- -- (234) 234 --
Minority interest............................ (1) -- (1) -- (2)
Interest expense............................. (54) (28) (50) 20 (112)
Interest income.............................. 20 1 4 (20) 5
Net gains on property transactions........... 1 1 1 -- 3
Equity in earning of affiliates.............. (26) (3) (1) 29 (1)
Corporate expenses........................... (2) (2) (3) -- (7)
Other expenses............................... 5 (1) (7) -- (3)
------ ------- ------- ------- -------
(Loss) income before income taxes............ (48) (14) (14) 67 (9)
(Provision for) benefit from income taxes.... -- -- -- -- --
------ ------- ------- ------- -------
(Loss) income before extraordinary item...... (48) (14) (14) 67 (9)
Extraordinary gain........................... -- (1) -- -- (1)
------- ------- ------- ------- -------
NET INCOME (LOSS)............................ $ (48) $ (15) $ (14) $ 67 $ (10)
====== ======= ======= ======= =======
</TABLE>
Twelve Weeks Ended September 8, 2000
<TABLE>
<CAPTION>
Non-
Guarantor Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
REVENUES..................................... $ 43 $ 57 $ 127 $ -- $ 227
Depreciation................................. (16) (22) (37) -- (75)
Property-level expenses...................... (13) (15) (38) -- (66)
Minority interest............................ -- -- (1) -- (1)
Interest expense............................. (40) (28) (47) 8 (107)
Interest income.............................. 7 5 5 (8) 9
Net gains on property transactions........... -- -- 1 -- 1
Equity in earnings of affiliates............. 2 11 (1) (10) 2
Corporate expenses........................... (2) (2) (3) -- (7)
Other expenses............................... 1 (1) -- -- --
------- ------- ------- ------- -------
(Loss) income before income taxes............ (18) 5 6 (10) (17)
(Provisions for) benefit from income taxes... (3) -- (1) -- (4)
------- ------- ------- ------- -------
(Loss) income before extraordinary item...... (21) 5 5 (10) (21)
Extraordinary loss........................... -- -- -- -- --
------- ------- ------- ------- -------
NET INCOME (LOSS)............................ $ (21) $ 5 $ 5 $ (10) $ (21)
======= ======= ======= ======= =======
</TABLE>
-17-
<PAGE>
HOST MARRIOTT, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Supplemental Condensed Combined Statements of Operations
(in millions)
Thirty-Six Weeks Ended September 7, 2001
<TABLE>
<CAPTION>
Non-
Guarantor Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
REVENUES..................................... $ 96 $ 156 $ 2,961 $ (508) $ 2,705
Depreciation................................. (59) (80) (127) -- (266)
Hotel operating expenses..................... -- -- (1,788) -- (1,788)
Property-level expenses...................... (24) (46) (124) -- (194)
Rental expense............................... -- -- (778) 778 --
Minority interest............................ (4) -- (10) -- (14)
Interest expense............................. (137) (82) (151) 36 (334)
Interest income.............................. 35 16 10 (36) 25
Net gains on property transactions........... -- 1 3 -- 4
Equity in earnings of affiliates............. (88) (14) (1) 106 3
Corporate expenses........................... (3) (7) (14) -- (24)
Other expenses............................... (2) (5) (9) -- (16)
------ ------- ------- ------- -------
(Loss) income before income taxes............ (186) (61) (28) 376 101
(Provision for) benefit from income taxes.... 1 1 (17) -- (15)
------ ------- ------- ------- -------
(Loss) income before extraordinary item...... (185) (60) (45) 376 86
Extraordinary loss........................... -- (1) -- -- (1)
------- ------- ------- ------- -------
NET INCOME (LOSS)............................ $ (185) $ (61) $ (45) $ 376 $ 85
======= ======= ======= ======= =======
</TABLE>
Thirty-Six Weeks Ended September 8, 2000
<TABLE>
<CAPTION>
Non-
Guarantor Guarantor
Parent Subsidiaries Subsidiaries Eliminations Consolidated
------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
REVENUES..................................... $ 100 $ 143 $ 345 $ -- $ 588
Depreciation................................. (47) (65) (112) -- (224)
Property-level expenses...................... (36) (43) (112) -- (191)
Minority interest............................ (3) -- (8) -- (11)
Interest expense............................. (119) (83) (139) 26 (315)
Interest income.............................. 27 13 12 (26) 26
Net gains on property transactions........... -- 1 3 -- 4
Equity in earnings of affiliates............. (66) (4) (1) 76 5
Corporate expenses........................... (4) (8) (15) -- (27)
Other expenses............................... (5) (1) (3) -- (9)
------- ------- ------- ------- -------
(Loss) income before income taxes............ (153) (47) (30) 76 (154)
(Provision for) benefit from income taxes.... (8) 1 -- -- (7)
------- ------- ------- ------- -------
(Loss) income before extraordinary item...... (161) (46) (30) 76 (161)
Extraordinary gain........................... 3 -- -- -- 3
------- ------- ------- ------- -------
NET INCOME (LOSS)............................ $ (158) $ (46) $ (30) $ 76 $ (158)
======= ======= ======= ======= =======
</TABLE>
-18-
<PAGE>
HOST MARRIOTT, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Supplemental Condensed Combined Statements of Cash Flows
(in millions)
Thirty-six weeks Ended September 7, 2001
<TABLE>
<CAPTION>
Non-
Guarantor Guarantor
Parent Subsidiaries Subsidiaries Consolidated
-------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Cash from operations.................................... $ 37 $ 146 $ 35 $ 218
-------- --------- --------- ---------
INVESTING ACTIVITIES
Acquisitions............................................ (63) -- -- (63)
Capital expenditures and other investments.............. (41) (76) (87) (204)
Other................................................... 9 -- -- 9
-------- --------- --------- ---------
Cash used in investing activities ...................... (95) (76) (87) (258)
-------- --------- --------- ---------
FINANCING ACTIVITIES
Issuances of debt....................................... 176 94 6 276
Repayment of debt....................................... (235) (4) (28) (267)
Issuances of common units............................... 3 -- -- 3
Issuances of preferred units............................ 144 -- -- 144
Distributions........................................... (244) -- -- (244)
Other................................................... (12) 2 7 (3)
Transfers to/from Parent................................ 53 (139) 86 --
-------- --------- --------- ---------
Cash (used in) provided by financing activities......... (115) (47) 71 (91)
-------- --------- --------- ---------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS.......................................... $ (173) $ 23 $ 19 $ (131)
========= ========= ========= =========
</TABLE>
-19-
<PAGE>
HOST MARRIOTT, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Thirty-six Weeks Ended September 8, 2000
<TABLE>
<CAPTION>
Non-
Guarantor Guarantor
Parent Subsidiaries Subsidiaries Consolidated
-------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Cash from operations.................................... $ 61 $ 127 $ 251 $ 439
-------- --------- --------- ---------
INVESTING ACTIVITIES
Cash received from sales of assets...................... -- -- -- --
Acquisitions............................................ (40) -- -- (40)
Capital expenditures and other investments.............. (59) (99) (113) (271)
Other................................................... 3 -- 1 4
-------- --------- --------- ---------
Cash used in investing activities ...................... (96) (99) (112) (307)
-------- --------- --------- ---------
FINANCING ACTIVITIES
Issuances of debt....................................... 209 -- 83 292
Repayment of debt....................................... (165) (3) (104) (272)
Issuances of common units............................... 3 -- -- 3
Distributions........................................... (194) -- -- (194)
Redemption or repurchase of OP Units.................... (47) -- -- (47)
Repurchase of Convertible Preferred Securities.......... (15) -- -- (15)
Other................................................... (6) (6) (6) 12
Transfers to/from Parent................................ 174 (14) (160) --
-------- --------- --------- ---------
Cash used in financing activities....................... (41) (23) (157) (221)
-------- --------- --------- ---------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS.......................................... $ (76) $ 5 $ (18) $ (89)
======== ========= ========= =========
</TABLE>
12. Subsequent Events
As a result of the terrorist attacks on the New York World Trade Center
towers in New York on September 11, 2001, the New York Marriott World Trade
Center hotel was destroyed. The book value of the New York Marriott World
Trade Center hotel was approximately $129 million. The New York Marriott
Financial Center hotel also suffered damage from debris as well as from the
efforts of fire fighters who used the building to combat fires in the
surrounding area. The Company is in the process of repairing the damage to
the New York Marriott Financial Center (the "Financial Center") and expects
to have such repairs completed within several months. Public access to the
area surrounding the site, including the Financial Center hotel, has been
restricted, but should be restored shortly.
Under our ground lease with the Port Authority of New York and New Jersey
(the "Port Authority") the Company is required to rebuild the New York
World Trade Center Marriott subject to the Port Authority rebuilding the
foundation of the hotel. As of this date, no determination has been made
regarding the timing and configuration of any reconstruction of the World
Trade Center Complex. The decision to rebuild the New York Marriott World
Trade Center, which involves the Company, our manager and numerous
government authorities, is in part dependent on when, how and if the entire
World Trade Center complex is rebuilt. The decision to rebuild may also
affect the amount and timing of insurance proceeds. However, the Company
does not expect these decisions to be made soon and expects any potential
reconstruction to take a number of years.
-20-
<PAGE>
HOST MARRIOTT, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The Company has business interruption insurance on both hotels which the
Company expects will minimize the financial impact of the terrorist
attacks. The Company also has casualty insurance, which should cover the
cost of repairs to the New York Financial Center and replacement of the New
York Marriott World Trade Center.
Under EITF 01-10, the cost of the loss associated with the terrorist acts,
if any, would be reported as an unusual item in the fourth quarter. The
recovery of lost operations under business interruption insurance will also
be recorded as an unusual item.
-21-
<PAGE>
HOST MARRIOTT, L.P.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Forward-looking Statements
Certain matters discussed herein are forward-looking statements. We have based
these forward-looking statements on our current expectations and projections
about future events. We identify forward-looking statements in this quarterly
report on Form 10-Q by using words or phrases such as "believe," "expect," "may
be," "intend," "predict," "project," "plan," "objective," "will be," "should,"
"estimate," or "anticipate," or the negative thereof or other variations thereof
or comparable terminology. All forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause our actual
transactions, results, performance or achievements to be materially different
from any future transactions, results, performance or achievements expressed or
implied by such forward-looking statements. Although we believe the expectations
reflected in such forward-looking statements are based upon reasonable
assumptions, we can give no assurance that we will attain these expectations or
that any deviations will not be material. Except as otherwise required by the
federal securities laws, we disclaim any obligations or undertaking to publicly
release any updates or revisions to any forward-looking statement contained in
this quarterly report on Form 10-Q to reflect any change in our expectations
with regard thereto or any change in events, conditions or circumstances on
which any such statement is based.
Recent Events, Liquidity and Capital Resources
On September 11, 2001, several aircraft were hijacked and destroyed in terrorist
attacks on the World Trade Center Towers in New York City and the Pentagon in
northern Virginia. As a result of the attacks and the collapse of the World
Trade Center Towers, the Company's New York Marriott World Trade Center hotel
was destroyed. In addition, we sustained considerable damage to a second
property, the New York Marriott Financial Center hotel. Subsequent to the
attacks, the Federal Aviation Administration closed United States airspace to
commercial traffic for several days. As described below, the aftermath of these
events, together with a slowing economy, has adversely affected our operations.
We have both casualty and business interruption insurance for our two affected
hotels through our manager, Marriott International, Inc. We have begun restoring
the New York Marriott Financial Center hotel to operating condition and
anticipate that it will reopen in the next several months. We are required under
our ground lease with The Port Authority of New York and New Jersey to rebuild
the World Trade Center hotel, and our insurance provides for rebuilding of the
asset at replacement cost. In addition, we are obligated to make payments on
behalf of the property, including ground rent and debt service. We are also
contingently liable for severance payments for employees of both hotels as well
as other operating liabilities. While we expect to receive business interruption
proceeds from the insurance to cover all or a substantial portion of the costs
at both hotels, we cannot currently determine the amount or timing of those
payments. In accordance with EITF 01-10, we will reflect the disaster on the
properties and the effect on operations of the hotels as unusual. We believe
that as a result of the timing of receipt of insurance proceeds it is possible
that we may record an unusual loss in the fourth quarter of this year primarily
related to a complete write-off of the World Trade Center hotel assets and
record unusual gains in future periods for repairs, replacement and business
interruption although no final determination has been made.
In the third quarter, which ended September 7, 2001, RevPAR for comparable
hotels showed a significant decline of over 11.9% over the prior year quarter
with hotel occupancy of 73.8% due in part to a slowing economy and the reduction
in business travel. During the 4-week period subsequent to the events of
September 11, 2001, our hotels recorded occupancy levels of 38% to 63% on a
weekly basis. During that period, we had a very high level of cancellations
primarily for events scheduled in the fourth quarter, which represented
approximately $70 million in future revenues, and primarily affecting our larger
convention hotels. While we do not believe that this period will be
representative of the remainder
-22-
<PAGE>
HOST MARRIOTT, L.P.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
of the fourth quarter, we have been actively working with our managers to reduce
substantially the operating costs of our hotels. These initiatives include
reducing labor costs, streamlining staffing and service delivery, reducing hours
of operations at hotel restaurants and consolidating operations by closing
unused or unoccupied floors in hotels. In addition, based on our assessment of
the current operating environment and to conserve capital, we have reduced or
suspended all non-essential capital expenditure projects.
As a result of these initiatives and a gradual return of the economy to more
normal levels of business, we have begun to see modest improvements in occupancy
and room rate, though they remain below prior year levels. However, given our
estimates of lower operating levels in the fourth quarter, it is likely that our
fourth quarter results will be significantly lower than the prior year.
As described below, at the end of the third quarter, we had $210 million
outstanding under our credit facility, which allows us to borrow up to $775
million, consisting of a $150 million term loan and a $625 million revolver. On
September 18, 2001, we borrowed an additional $250 million under the revolver
portion of the credit facility, reducing the available capacity to $315 million.
The credit facility contains certain financial covenants related to, among other
things, maintaining certain levels of tangible net worth and certain ratios of
EBITDA to interest and fixed charges, total debt to EBITDA, unencumbered EBITDA
interest coverage and unencumbered EBITDA as a percentage of total EBITDA.
We are in compliance with all the covenants in our credit facility. We
anticipate, however, that if adverse operating conditions continue, we will not
comply with certain of the financial covenants for the twelve months ended
December 31, 2001. We are currently in discussions with our banks to modify or
waive these covenants, and we believe that we will be successful in these
efforts. We believe that any waiver or modification may result in additional
restrictions on our ability to issue debt or equity, pay dividends to certain
holders of our capital stock, other than as required to maintain our status a
REIT, or to sell assets and may require that we provide additional security.
We also have $2.8 billion of senior notes outstanding. The indenture under which
the senior notes were issued contains financial covenants restricting our
ability to incur indebtedness, grant liens on our assets, acquire or sell or
make investments in other entities, and make certain distributions to our equity
holders. We are in compliance with all the covenants in the indenture and
believe that we will remain in compliance through year-end. In the event that we
were not in compliance with any of the financial covenants set forth in the
indenture, we would be prohibited from declaring or paying a dividend on our
equity, other than distributions required to maintain our status as a REIT.
Our dividend policy generally has been to distribute to our shareholders the
amount necessary to maintain our status as a REIT, approximately 100% of taxable
income. On September 19, 2001 we announced that the Board of Directors had
declared cash dividends of $0.26 per common share and $0.625 per share of
Preferred Stock, which were paid on October 12, 2001 to shareholders of record
on September 28, 2001. As a result of the decline in operations, we believe that
we have already distributed the amount of taxable income necessary for 2001 to
qualify as a REIT and that our Board of Directors will likely suspend the fourth
quarter dividend to common shareholders.
Results of Operations
During 2000, our revenues primarily represented rental income from Crestline and
other third-party lessees. As a result of the previously discussed acquisition
of the Crestline and Wyndham lessees by our TRS, beginning in 2001, our
consolidated results of operations primarily reflect hotel-level revenues and
operating costs and expenses. Therefore, our results for 2001 are not comparable
to 2000 results.
-23-
<PAGE>
HOST MARRIOTT, L.P.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
2001 Compared to 2000
Revenues. Revenues increased $621 million for the twelve weeks ended September
7, 2001 when compared to the twelve weeks ended September 8, 2000, and increased
$2,117 million for the thirty-six weeks ended September 7, 2001, when compared
to the thirty-six weeks ended September 8, 2000. As discussed above, our
revenues and operating profit are not comparable to 2000, due to the acquisition
of the Lessee Entities by our TRS.
The table below presents gross hotel sales for the twelve weeks ended and the
thirty-six weeks ended September 7, 2001 and September 8, 2000. For 2000, gross
hotel sales were used as the basis for calculating rental income. The data is
presented in order to facilitate an investor's understanding and comparative
analysis of the operations of our properties.
<TABLE>
<CAPTION>
Twelve Weeks Ended Thirty-six Weeks Ended
----------------------------------- -----------------------------------
September 7, September 8, September 7, September 8,
2001 2000 2001 2000
-------------- --------------- -------------- ---------------
(in millions) (in millions)
<S> <C> <C> <C> <C>
Hotel sales
Rooms............................... $ 596 $ 656 $ 1,906 $ 1,979
Food and beverage................... 240 258 830 862
Other............................... 72 71 226 224
-------------- -------------- -------------- --------------
Total hotel sales................ $ 908 $ 985 $ 2,962 $ 3,065
============== ============== ============== ==============
</TABLE>
The $103 million decrease in hotel sales for the thirty-six weeks ended
September 7, 2001 reflects the decrease in REVPAR for our comparable properties
of 6.1% to $114.02, partially offset by incremental revenues provided by the
500-room expansion at Orlando Marriott, which was placed in service in June
2000, and the addition of three hotels as a result of the consolidation of
Rockledge and Fernwood as of March 24, 2001.
Comparable REVPAR for the third quarter of 2001 decreased by 11.9% to $103.45
compared to the same quarter in 2000 due to the recent slowdown in the economy.
The decrease is attributable to a decrease in occupancy of 5.9 percentage points
and a 5% decrease in room rates during the quarter. As a result of decreased
hotel sales, our hotel managers implemented cost cutting measures and revenue
enhancement programs at the property level during the second quarter in order to
stabilize house profit. These measures include increasing labor efficiency
particularly at the managerial level and in the food and beverage area at the
hotels, reducing discretionary expenses in rooms, food and beverage, and repairs
and maintenance and reducing energy consumption. These cost cutting measures
served to stabilize the profit margins during the second and third quarters,
however, due to continued declines in REVPAR during the third quarter, profit
margins decreased 2.3 and 1.7 percentage points for the third quarter and
year-to-date 2001, respectively.
Rental income decreased $208 million, or 92%, to $19 million for the third
quarter of 2001 versus the third quarter of 2000, reflecting the purchase of 116
of the Crestline lease entities by our wholly owned TRS effective January 1,
2001 and the purchase of four additional lessee entities (three of the lessee
entities were purchased from Wyndham, while the other was purchased from
Crestline) effective June 16, 2001. As discussed in Note 2 to the condensed
consolidated financial statements, percentage rental revenues from third-party
lessees of $18 million and $366 million for the thirty-six weeks ended September
7, 2001 and September 8, 2000, respectively, were deferred on the balance sheet
as deferred rent. For the third quarter of 2001 and 2000, $3 million and $75
million of rental income was deferred. Percentage rent will be recognized as
income only as specified hotel sales thresholds are achieved.
-24-
<PAGE>
HOST MARRIOTT, L.P.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Depreciation and Amortization. Depreciation and amortization increased $12
million or 16% for the third quarter of 2001 versus the third quarter of 2000
and increased $42 million, or 19% year-to-date, primarily reflecting an increase
in depreciable assets. The increase in depreciation expense reflects the
consolidation of three hotels and other equipment as a result of the purchase of
the voting interest in Rockledge and Fernwood as discussed in Note 6. The
transaction caused an increase in depreciable assets of $206 million. It is also
the result of $379 million in capital expenditures in 2000 and $204 million in
capital expenditures in the first three quarters of 2001.
Hotel Operating Costs and Expenses. As discussed above, 2001 hotel revenues and
operating costs are not comparable with 2000. During 2000, Crestline and
Wyndham, as lessees, paid specified direct property-level costs including
management fees, which reduced the net rent payment to us under the terms of the
leases. During 2001, these costs are borne by us and are included in our
condensed consolidated results of operations.
Corporate Expenses. Corporate expenses were flat for the third quarter of 2001
and decreased $2 million year-to-date from prior year levels.
Minority Interest Expense. Minority interest expense was $2 million in the
second quarter of 2001 compared to $1 million in 2000 and increased 27% to $14
million year-to-date, primarily due to allocation of the Mexico partnership's
minority interest income. The Mexico partnership was not consolidated until
second quarter of 2001. For further discussion see Note 6.
Interest Expense. Interest expense increased 5% to $112 million in the third
quarter of 2001 and increased 6% to $334 million year-to-date, primarily due to
the issuance in October of 2000 of $250 million of 91/4% Series F Senior Notes,
which was primarily used to fund the purchase of the Crestline lessee entities
and for general corporate purposes.
Extraordinary Gain. In the third quarter of 2001, the Company recorded an
extraordinary loss of $1 million in connection with the refinancing of the
mortgage debt of our Canadian properties discussed in Note 5. The loss reflects
the charge for the early termination of the previous mortgage debt for the
Toronto Marriott Eaton Centre. During the first quarter of 2000, we extinguished
approximately $22 million of the convertible debt obligation to Host REIT
through the purchase of 435,000 shares of Host REIT's Convertible Preferred
Securities on the open market. We recorded an extraordinary gain of
approximately $5 million on this transaction, net of income tax expense of $1
million, based on the discount at which we purchased the Convertible Preferred
Securities. During the second quarter of 2000, we recorded an extraordinary loss
of approximately $2 million representing the write off of deferred financing
costs and certain fees paid to our lender in connection with the renegotiation
of the bank credit facility.
Net Income (Loss). Our net loss was $10 million for the third quarter of 2001
compared to $21 million for the third quarter of 2000. Year-to-date, our net
income was $85 million as of September 7, 2001 compared to a net loss of $158
million at September 8, 2000, primarily reflecting the acquisition of the
Crestline and Wyndham lease entities effective January 1, 2001 and June 15,
2001, thereby eliminating amounts paid to Crestline and Wyndham as lessees for
120 of our properties and the effect of the deferral of contingent rent, which
went from $75 million to $3 million for third quarter 2000 compared to third
quarter 2001 and $366 million to $18 million year-to-date 2000 compared to
year-to-date 2001.
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<PAGE>
HOST MARRIOTT, L.P.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Net Income (Loss) Available to Common Unitholders. The net loss available to
common unitholders was $19 million for the third quarter of 2001, compared to
$27 million during the third quarter of 2000. The net income available to common
unitholders increased $236 million to $62 million year-to-date. These increases
reflect the previously discussed reduction of the deferred contingent rent. The
difference was slightly offset by a $7 million increase in distributions on
preferred limited partner units year-to-date, due to the sale of Class C
preferred limited partner units during second quarter.
FFO and EBITDA
--------------
We consider Comparative Funds From Operations ("Comparative FFO"), which
consists of Funds From Operations, as defined by the National Association of
Real Estate Investment Trusts, adjusted for significant non-recurring items
detailed in the chart below, and our consolidated earnings before interest
expense, income taxes, depreciation, amortization and other non-cash items
(including contingent rent) ("EBITDA") to be indicative measures of our
operating performance due to the significance of our long-lived assets.
Comparative FFO and EBITDA are also useful in measuring our ability to service
debt, fund capital expenditures and expand our business. Furthermore, management
believes that Comparative FFO and EBITDA are meaningful disclosures that will
help shareholders and the investment community to better understand our
financial performance, including comparing our performance to other real estate
investment trusts. However, Comparative FFO and EBITDA as presented may not be
comparable to amounts calculated by other companies. This information should not
be considered as an alternative to net income, operating profit, cash from
operations, or any other operating or liquidity performance measure prescribed
by accounting principles generally accepted in the United States. Cash
expenditures for various long-term assets, interest expense (for EBITDA purposes
only) and income taxes have been, and will be incurred which are not reflected
in the EBITDA and Comparative FFO presentations.
Comparative FFO available to common shareholders decreased $47 million, or 37%,
to $81 million for the third quarter of 2001 over the third quarter of 2000, and
decreased $44 million or 11%, to $375 million year-to-date. The following is a
reconciliation of the income (loss) from operations before extraordinary items
to Comparative FFO (in millions):
<TABLE>
<CAPTION>
Twelve Weeks Ended Thirty-six weeks Ended
--------------------------- -----------------------------
September, 7 September, 8 September, 7 September, 8
2001 2000 2001 2000
---- ---- ---- ----
<S> <C> <C> <C> <C>
Funds from Operations
Income/(loss) from operations before extraordinary items.. $ (9) $ (21) $ 86 $ (161)
Depreciation and amortization............................. 86 74 262 220
Other real estate activities.............................. (1) (1) -- (2)
Partnership adjustments................................... 6 6 24 11
----------- ------- ----------- -------
Funds from operations of Host LP............................. 82 58 372 68
Effect on funds from operations of SAB 101................ 3 75 18 366
Effective impact of repurchase of leases.................. 5 -- 8 --
----------- ------- ----------- -------
Comparative funds from operations of Host LP................. 90 133 398 434
Distributions on preferred units......................... (9) (5) (23) (15)
----------- ------- ----------- -------
Comparative funds from operations of Host LP
available to common unitholders........................... $ 81 $ 128 $ 375 $ 419
=========== ======= =========== =======
</TABLE>
EBITDA decreased $46 million, or 19%, to $190 million in the third quarter of
2001, and decreased $17 million, or 2%, to $732 million, year-to-date over the
comparable periods in 2000. Hotel EBITDA was $192 million and $157 million for
the second quarters of 2001 and 2000, which does not include deferred rental
income of $3 million and $75 million, respectively, and $718 million and $390
million year-to-date, which does not include deferred rental income of $18
million and $366 million, respectively. As
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<PAGE>
HOST MARRIOTT, L.P.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
previously discussed, 2001 Hotel EBITDA primarily reflects the revenues and
expenses generated by the hotels, whereas 2000 Hotel EBITDA primarily reflects
rental income from lessees.
The following schedule presents our EBITDA as well as a reconciliation of EBITDA
to the income (loss) before extraordinary items (in millions):
<TABLE>
<CAPTION>
Twelve Weeks Ended Thirty-six weeks Ended
--------------------------- -----------------------------
September, 7 September, 8 September, 7 September, 8
2001 2000 2001 2000
---- ---- ---- ----
<S> <C> <C> <C> <C>
EBITDA
Hotels.................................................. $ 192 $ 157 $ 718 $ 390
Office buildings and other investments.................. 2 2 11 5
Interest income......................................... 5 9 25 26
Corporate and other expenses............................ (12) (7) (40) (38)
Effect on revenue of SAB 101............................ 3 75 18 366
----------- ------- ----------- -------
EBITDA of Host LP.......................................... $ 190 $ 236 $ 732 $ 749
=========== ======= =========== =======
</TABLE>
<TABLE>
<CAPTION>
Twelve Weeks Ended Thirty-six weeks Ended
--------------------------- -----------------------------
September, 7 September, 8 September, 7 September, 8
2001 2000 2001 2000
---- ---- ---- ----
<S> <C> <C> <C> <C>
EBITDA of Host LP.......................................... $ 190 $ 236 $ 732 $ 749
Effect on revenue of SAB 101............................... (3) (75) (18) (366)
Interest expense........................................... (112) (107) (334) (315)
Income taxes............................................... -- (4) (15) (7)
Depreciation and amortization.............................. (87) (75) (266) (224)
Minority interest expense.................................. (2) (1) (14) (11)
Lease repurchase expense................................... -- -- (5) --
Other non-cash charges, net................................ 5 5 6 13
----------- ------- ----------- -------
Income/(Loss) from operations before extraordinary
items................................................. $ (9) $ (21) $ 86 $ (161)
=========== ======= =========== =======
</TABLE>
Our interest coverage, defined as EBITDA divided by cash interest expense, was
2.4 times for both the 2001 and 2000 thirty-six week periods, respectively, and
2.4 times for full year 2000. The ratio of earnings to fixed charges was 1.3 to
1.0 through the third quarter of 2001 versus a deficiency of earnings to fixed
charges of $145 million through the third quarter of 2000, which was primarily
due to the deferral of contingent rental revenue of $366 million. We reported a
ratio of earnings to fixed charges of 1.2 to 1.0 for the full year 2000.
Cash Flows and Financial Condition
We reported a decrease in cash and cash equivalents of $131 million during the
thirty-six weeks ended September 7, 2001 compared to a decrease of $89 million
during the thirty-six weeks ended September 8, 2000. Cash from operations was
$218 million through the third quarter of 2001 and $439 million through the
third quarter of 2000. The $221 million decrease in cash from operations
primarily relates to the cash used to purchase the Crestline Lessee Entities.
Excluding the lease purchases, operating cash flow from operations would have
been $426 million, or a decrease of 3% compared to 2000.
Cash used in investing activities was $258 million and $307 million through the
third quarter of 2001 and 2000, respectively. Cash used in investing activities
through the third quarter includes capital expenditures and other investments of
$204 million and $271 million for 2001 and 2000, respectively, mostly related to
renewal and replacements on existing properties and new development projects.
Property and equipment balances include $118 million and $135 million for
construction in progress as
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<PAGE>
HOST MARRIOTT, L.P.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
of September 7, 2001 and December 31, 2000, respectively. The balance as of
September 7, 2001 primarily relates to the development of the Ritz-Carlton,
Naples Golf Resort and various other expansion and development projects. On
April 1, 2001, the 50,000 square foot world-class spa at The Ritz-Carlton,
Naples was placed in service at an approximate development cost of $23 million.
Cash used in financing activities was $91 million through the third quarter of
2001 and $221 million through the third quarter of 2000. 2001 cash from
financing activities through the third quarter of 2001 includes $276 million of
debt issuances and $144 million from the issuance of cumulative redeemable
preferred stock. Cash was used in financing primarily for the payment of $244
million in distributions and the repayment and prepayment of $267 million in
debt. During the first three quarters of 2001, the Company borrowed $115 million
under the revolver portion of the Bank Credit Facility to partially fund the
acquisition of the Lessee Entities as well as for general corporate purposes,
which was fully repaid in the second quarter of 2001. We borrowed an additional
$60 million under the revolver during the third quarter to purchase minority
interests in various hotels from Wyndham. During the fourth quarter of 2001, we
borrowed an additional $250 million under the revolver. As of October 19, 2001,
$150 million and $310 million are outstanding under the term and revolving loan
portions of the Bank Credit Facility, respectively, and the additional available
capacity under the revolver is $315 million.
On September 19, 2001, we announced that the Board of Directors had declared
cash distributions of $.26 per unit of limited partner interest and $.625 per
cumulative redeemable preferred limited partner unit which were paid on October
12, 2001 to shareholders of record on September 28, 2001.
On March 27, 2001, we sold approximately 6.0 million shares of 10% Class C
cumulative redeemable preferred limited partner units ("Class C Preferred
Partner Unit") with a par value of $0.01 for net proceeds of $144 million.
Holders of the Class C Preferred Partner Units are entitled to receive
cumulative cash distributions at a rate of 10% per annum of the $25 per unit
liquidation preference. Distributions are payable quarterly in arrears
commencing April 15, 2001, on which date pro rata distributions of $0.03 per
Class C Preferred Partner Unit for $25.00 per unit, plus accrued and unpaid
distributions to the date of redemption.
Effective January 1, 2001, each of Rockledge Hotel Properties, Inc. and Fernwood
Hotel Assets, Inc. (the "Non-Controlled Subsidiaries") elected to be a TRS and
in April 2001, the Operating Partnership acquired the voting interests in the
Non-Controlled Subsidiaries held by the Host Marriott Statutory
Employee/Charitable Trust for approximately $2 million, which is also permitted
as a result of the REIT Modernization Act. Subsequent to the acquisition, on a
consolidated basis our results of operations will reflect the revenues and
expenses generated by the two taxable corporations, and our consolidated balance
sheets include the various assets, consisting of three additional full- service
properties, one located in St. Louis, Missouri, and two located in Mexico City,
Mexico, as well as certain joint venture interests, held by the two taxable
corporations, which were approximately $356 million of assets and $262 million
of liabilities, including $54 million of third party debt ($26 million of which
matures in 2001), respectively, as of March 23, 2001.
On February 7, 2001, May 7, 2001 and May 29, 2001, Blackstone and affiliates
("Blackstone") converted 12.5 million, 10.0 million and 18.2 million OP Units,
respectively, to common shares of Host REIT and immediately sold them to an
underwriter for sale on the open market. As a result of the transactions,
Blackstone now owns approximately 1% of the outstanding OP Units of the
Operating Partnership and Host REIT increased their ownership in the Operating
Partnership to 92%. Neither the Company nor Host REIT received any proceeds as a
result of the transactions.
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<PAGE>
HOST MARRIOTT, L.P.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Our borrowings under the bank credit facility are sensitive to changes in
interest rates. The interest rate on this debt obligation, which was $150
million at both September 7, 2001 and December 31, 2000, is based on various
LIBOR terms plus 200 basis points. The weighted average interest rate for this
financial instrument is 5.9% for the thirty-six weeks ended September 7, 2001
and 9.0% for the year ended December 31, 2000. As discussed in Note 5 to the
condensed consolidated financial statements, the mortgage loan on the
Ritz-Carlton, Amelia Island hotel was prepaid in full on August 31, 2001.
On August 30, 2001, a Canadian subsidiary of the Company entered into a
financing agreement pursuant to which it borrowed $96.6 million at a variable
rate of LIBOR plus 275 basis points. In addition, the subsidiary entered into
currency forward contracts as discussed further in Note 5 to the condensed
consolidated financial statements. The weighted average interest rate for this
financial instrument is 6.4% for the thirty-six weeks ended September 7, 2001.
-29-
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is involved in routine litigation and administrative proceedings
arising in the ordinary course of business, some of which are expected to be
covered by liability insurance and which collectively are not expected to have a
material adverse effect on the business, financial condition or results of
operations of the Company.
Item 6. Exhibits and Reports
(a) Exhibits
A complete listing of exhibits required is given in the Exhibit Index
that precedes the exhibits filed with this report.
(b) Reports on Form 8-K
Not applicable
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HOST MARRIOTT, L.P.
BY: HOST MARRIOTT CORPORATION
Its General Partner
October 22, 2001 /s/ Donald D. Olinger
---------------- ---------------------
Date Donald D. Olinger
Senior Vice President and
Corporate Controller
(Chief Accounting Officer)
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<PAGE>
Exhibit Index Description
------------- -----------
Exhibit 10.41 First Amendment to Amended and Restated Pledge and Security
Agreement dated as of March 1, 2001 and Amended and Restated
as of August 5, 1998, and amended and restated as of May 31,
2000.
Exhibit 10.42 Second Amendment and Waiver of Amended and Restated Credit
Agreement dated as of March 1, 2001, and amended and
restated as of August 5, 1998, and further amended and
restated May 31, 2000, and further amended and restated
October 27, 2000.
Exhibit 10.43 Amended and Restated Subsidiaries Guaranty dated as of
August 5, 1998 and amended and restated as of May 31, 2000.
Exhibit 10.44 Amended and Restated Pledge and Security Agreement dated as
of August 5, 1998 and amended and restated as of May 31,
2000.
</TEXT>
</DOCUMENT>