-----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, VWSgMKwZ9SBTfOYFM7X/y59OyhkVck4Vso/v6/rJ/X0sDQaruxYdrBlIMUkKerMh Z1ZyBYE89oP2sNtexCwbEQ== 0000928385-01-500207.txt : 20010409 0000928385-01-500207.hdr.sgml : 20010409 ACCESSION NUMBER: 0000928385-01-500207 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP /DE/ CENTRAL INDEX KEY: 0000832179 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 521533559 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-16728 FILM NUMBER: 1589293 BUSINESS ADDRESS: STREET 1: 10400 FERNWOOD RD DEPT 908 STREET 2: HOST MARRIOT CORP ASSET MANAGEMENT CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 3013802070 MAIL ADDRESS: STREET 1: 10400 FERNWOOD RD DEPT 908 STREET 2: HOST MARRIOT CORP ASSET MANAGEMENT CITY: BETHESDA STATE: MD ZIP: 20817 10-K 1 d10k.txt 10-K ================================================================================ Securities and Exchange Commission Washington, D.C. 20549 Form 10-K [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2000 OR [_] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 0-16728 COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP ---------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 52-1533559 ------------------------------ --------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 10400 Fernwood Road Bethesda, Maryland 20817 -------------------------------------- -------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 301-380-2070 Securities registered pursuant to Section 12(b) of the Act: Not Applicable Securities registered pursuant to Section 12(g) of the Act: Units of Limited Partnership Interest Title of Class 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 __ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [__] (Not Applicable) Documents Incorporated by Reference None ================================================================================ ================================================================================ Courtyard by Marriott II Limited Partnership ================================================================================ TABLE OF CONTENTS -----------------
PAGE NO. -------- PART I Items 1 & 2. Business and Properties............................................... 1 Item 3. Legal Proceedings..................................................... 5 Item 4. Submission of Matters to a Vote of Security Holders................... 5 PART II Item 5. Market For The Partnership's Limited Partnership Units and Related Security Holder Matters................................. 6 Item 6. Selected Financial Data............................................... 7 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations........................................... 7 Item 7A. Quantitative and Qualitative Disclosures about Market Risk............ 10 Item 8. Financial Statements and Supplementary Data........................... 11 Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure............................................ 38 PART III Item 10. Directors and Executive Officers...................................... 38 Item 11. Management Remuneration and Transactions.............................. 38 Item 12. Security Ownership of Certain Beneficial Owners and Management........ 39 Item 13. Certain Relationships and Related Transactions........................ 39 PART IV Item 14. Exhibits, Supplemental Financial Statement Schedules and Reports on Form 8-K............................................. 40
PART I FORWARD LOOKING STATEMENTS This annual report on Form 10-K and the information incorporated by reference herein include 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 annual report and the information incorporated by reference herein by using words or phrases such as "anticipate", "believe", "estimate", "expect", "intend", "may be", "objective", "plan", "predict", "project" and "will be" and similar words or phrases, or the negative thereof. These forward-looking statements are subject to numerous assumptions, risks and uncertainties. Factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by us in those statements include, among others, the following: . national and local economic and business conditions that will affect, among other things, demand for products and services at our hotels and other properties, the level of room rates and occupancy that can be achieved by such properties and the availability and terms of financing; . our ability to maintain the properties in a first-class manner, including meeting capital expenditure requirements; . our ability to compete effectively in areas such as access, location, quality of accommodations and room rate structures; . our degree of leverage which may affect our ability to obtain financing in the future or compliance with current debt covenants; . changes in travel patterns, taxes and government regulations which influence or determine wages, prices, construction procedures and costs; . government approvals, actions and initiatives including the need for compliance with environmental and safety requirements, and change in laws and regulations or the interpretation thereof; . other factors in other filings with the Securities and Exchange Commission. Although we believe the expectations reflected in our 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 annual report on Form 10-K and the information incorporated by reference herein 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. ITEMS 1 & 2. BUSINESS AND PROPERTIES Description of the Partnership Courtyard by Marriott II Limited Partnership, a Delaware limited partnership (the "Partnership"), was formed on August 31, 1987 to acquire and own 70 Courtyard by Marriott hotels (the "Hotels") and the respective fee or leasehold interests in the land on which the Hotels are located. The Hotels are located in 29 states and contain a total of 10,336 guest rooms as of December 31, 2000. We commenced operations on October 30, 1987 and will terminate on December 31, 2087, unless dissolved earlier. The Hotels are operated as part of the Courtyard by Marriott system, and are managed by Courtyard Management Corporation (the "Manager"), a wholly owned subsidiary of Marriott International, Inc. ("MII"), under a long-term management agreement (the "Management Agreement"). The Management Agreement, as restated on December 30, 1995, expires in 2013 with renewals at the option of the Manager for one or more of the Hotels for up to 35 years thereafter. Our objective is to provide consistently superior lodging at a fair price with an appealing, friendly and contemporary residential character. Courtyard by Marriott hotels generally have fewer guest rooms than traditional, full-service hotels, in most cases containing approximately 150 guest rooms, including approximately 12 suites, as compared to full-service Marriott hotels which typically contain 350 or more guest rooms. 1 The Hotels are designed around a courtyard area containing a swimming pool (indoor pool in northern climates), walkways, landscaped areas and a gazebo. Each Hotel generally contains a small lobby, a restaurant with seating for approximately 50 guests, a lounge, a hydrotherapy pool, a guest laundry, an exercise room and two small meeting rooms. Our Hotels are designed for business and vacation travelers who desire high quality accommodations at moderate prices. Most of the Hotels are located in suburban areas near office parks or other commercial activities. Our Hotels provide large, high quality guest rooms which contain furnishings comparable in quality to those in full-service Marriott hotels. Each guest room contains a large, efficient work desk, remote control television, a television entertainment package, in-room coffee and tea services and other amenities. Approximately 70% of the guest rooms contain king-size beds. Litigation Settlement In November 2000, the general partner and MII, Inc. settled a lawsuit filed by limited partners from seven limited partnerships, including our limited partners (the "Settlement"). In accordance with the terms of the Settlement, our limited partners involved in the settlement received a cash payment of $148,000 per unit, in exchange for dismissal of the litigation, a complete release of all claims and the sale of their partnership units to a joint venture formed by Host Marriott, L.P. (Host LP) (an affiliate of the general partner), Rockledge Hotel Properties, Inc. (an affiliate of the general partner) and MII (the "Joint Venture"). As a result, subsequent to the completion of the settlement all of the outstanding limited partner units are owned by this Joint Venture. For a discussion of the Settlement, see Note 1 to the financial statements. Material Contracts Management Agreement The Hotels are subject to a long-term management agreement for the operation of the properties the primary provisions of which are discussed in Note 7 of the financial statements. The land on which 61 of the Hotels are located are subject to ground leases, the primary provisions of which are discussed in Note 6 to the financial statements. Competition The United States lodging industry generally is comprised of two broad segments: full-service hotels and limited-service hotels. Full-service hotels generally offer restaurant and lounge facilities and meeting spaces, as well as a wide range of services, typically including bell service and room service. Limited-service hotels generally offer accommodations with limited or no services and amenities. As moderately-priced hotels, our properties compete effectively with both full-service and limited-service hotels in their respective markets by providing streamlined services and amenities exceeding those provided by typical limited-service hotels at prices that are significantly lower than those available at full-service hotels. Significant competitors in the moderately-priced lodging segment include Holiday Inn, Ramada Inn, Four Points by Sheraton, Hampton Inn and Hilton Garden Inns. The lodging industry in general, and the moderately-priced segment in particular, is highly competitive, but the degree of competition varies 2 from location to location. We are continually making improvements at the Hotels intended to enhance the overall value and competitiveness of the Hotels. We are continuing to carefully monitor the introduction of new mid-priced brands including Wingate Hotels, Hilton Garden Inns, Four Points by Sheraton, AmeriSuites, Hampton Inn and Hampton Inn and Suites. The inclusion of the Hotels within the nationwide Courtyard by Marriott system provides the benefits of name recognition, centralized reservations and advertising, system-wide marketing and promotion, centralized purchasing and training and support services. Seasonality Demand, and thus room occupancy, is affected by normally recurring seasonal patterns. For most of the Hotels, demand is higher in the spring and summer months (March through October) than during the remainder of the year. Conflicts of Interest Host LP, the managing member of the General Partner, MII and their affiliates own and/or operate hotels other than our Hotels. Additionally, MII and its affiliates license others to operate hotels under the various brand names owned by MII and its affiliates, and therefore potential conflicts of interest exist. With respect to these potential conflicts of interest, Host LP, MII and their affiliates retain a free right to compete with our Hotels, including the right to develop, own, and operate competing hotels now and in the future in markets in which the Hotels are located, in addition to those existing hotels which may currently compete directly or indirectly with the Hotels. Employees We have no employees. Host LP provides the services of certain employees (including the General Partner's executive officers) to us and the General Partner. We and the general partner anticipate that each of the executive officers of the General Partner will generally devote a sufficient portion of his or her time to our business. However, each of such executive officers also will devote a significant portion of his or her time to Host LP's business and its other affiliates. No officer of the general partner or employee of Host LP devotes a significant percentage of time to our business. To the extent that any officer, director or employee does devote time to the partnership, the general partner or Host LP, as applicable, is entitled to reimbursement for the cost of providing such services. Lodging Properties The properties consisted of 70 Courtyard by Marriott hotels as of December 31, 2000. The properties range in age between 10 and 14 years. The properties are geographically diversified among 29 states. The following table sets forth the location and number of rooms for each of our properties: 3 Location Rooms -------- ----- Alabama Birmingham/Homewood (1)............................................. 140 Birmingham/Hoover................................................... 153 Huntsville.......................................................... 149 Arizona Phoenix/Mesa........................................................ 149 Phoenix/Metrocenter................................................. 146 Tucson Airport...................................................... 149 Arkansas Little Rock......................................................... 149 California Bakersfield......................................................... 146 Cupertino........................................................... 149 Foster City......................................................... 147 Fresno.............................................................. 146 Hacienda Heights.................................................... 150 Marin/Larkspur Landing.............................................. 146 Palm Springs........................................................ 149 Torrance............................................................ 149 Colorado Boulder............................................................. 149 Denver (1).......................................................... 146 Denver/Southeast.................................................... 155 Connecticut Norwalk............................................................. 145 Wallingford......................................................... 149 Florida Ft. Myers........................................................... 149 Ft. Lauderdale/Plantation........................................... 149 St. Petersburg...................................................... 149 Tampa/Westshore..................................................... 145 West Palm Beach..................................................... 149 Georgia Atlanta Airport South (1)........................................... 144 Atlanta/Gwinnett Mall............................................... 146 Atlanta/Perimeter Ctr............................................... 145 Atlanta/Roswell..................................................... 154 Illinois Arlington Heights-South (1)......................................... 146 Chicago/Deerfield (1)............................................... 131 Chicago/Glenview.................................................... 149 Chicago/Highland Park............................................... 149 Chicago/Lincolnshire (1)............................................ 146 Chicago/Oakbrook Terrace (1)........................................ 147 Chicago/Waukegan.................................................... 149 Chicago/Wood Dale................................................... 149 Rockford (1)........................................................ 147 Indiana Indianapolis/Castleton.............................................. 146 Kansas Kansas City/Overland Park........................................... 149 Kentucky Lexington/North..................................................... 146 Maryland Annapolis........................................................... 149 Silver Spring....................................................... 146 Massachusetts Boston/Andover...................................................... 146 Michigan Detroit Airport..................................................... 146 Detroit/Livonia..................................................... 149 Minnesota Minneapolis Airport................................................. 146 Missouri St. Louis/Creve Coeur............................................... 154 St. Louis/Westport.................................................. 149 New Jersey Lincroft/Red Bank................................................... 146 New York Poughkeepsie........................................................ 149 Rye................................................................. 145 North Carolina Charlotte/South Park................................................ 149 Raleigh/Cary........................................................ 149 Ohio Dayton Mall......................................................... 146 Toledo.............................................................. 149 Oklahoma Oklahoma City Airport............................................... 149 Oregon Portland-Beaverton.................................................. 149 Pennsylvania Philadelphia/Devon.................................................. 149 South Carolina Columbia............................................................ 149 Greenville.......................................................... 146 Tennessee Memphis Airport..................................................... 145 Nashville Airport................................................... 145 Texas Dallas/Northeast.................................................... 149 Dallas/Plano (1).................................................... 149 Dallas/Stemmons..................................................... 146 San Antonio/Downtown................................................ 149 Virginia Charlottesville..................................................... 150 Manassas............................................................ 149 Washington Seattle/Southcenter................................................. 149 --- Total: 10,336 ====== - ------------------- (1) Hotel and land is owned fee simple 4 ITEM 3. LEGAL PROCEEDINGS The Partnership and the Hotels are involved in routine litigation and administrative proceedings arising in the ordinary course of business, some of which are expected to be covered by liability insurance and which collectively are not expected to have a material adverse effect on the business, financial condition or results of operations of the Partnership. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. 5 PART II ITEM 5. MARKET FOR THE PARTNERSHIP'S LIMITED PARTNERSHIP UNITS AND RELATED SECURITY HOLDER MATTERS There is currently no established public trading market for the limited partner units of the Partnership (the "Units") and it is not anticipated that a public market for the Units will develop. Transfers of Units are limited to the first date of each accounting period except for the transfer of Units to CBM II Holdings LLC (a subsidiary of the Joint Venture) and any subsequent assignment of Units by CBM II Holdings LLC. All transfers are subject to approval by the general partner. As of December 31, 2000, the Joint Venture between Host LP (through non-controlled subsidiaries) and MII were the holders of record of all of the Partnership's 1,470 Units. Cash available for distribution for any year will be distributed at least annually to the Partners of record at the end of each accounting period during such year as follows: (i) first, through and including the end of the accounting period during which the Partners shall have received cumulative distributions of sales or refinancing proceeds ("Capital Receipts") equal to $77,368,421, 5% to the general partner and 95% to the limited partners; (ii) next, through and including the end of the accounting period during which the Partners shall have received cumulative distributions of Capital Receipts equal to $158,306,000, 10% to the general partner and 90% to the limited partners; and (iii) thereafter, 25% to the general partner and 75% to the limited partners. Distributions to the General Partner under clauses (i), (ii) and (iii) above shall be subordinate to an annual, non-cumulative 10% preferred return to the limited partners on their invested capital, as defined. In order to allow for the cash distributions made in accordance with the terms of the Settlement Agreement, the Partnership Agreement was modified so that the holders of partnership units ("Unitholders") prior to the Settlement would (1) receive allocations of profit or loss on their Units up through the effective date of the Settlement Agreement rather than through the end of the preceding accounting period, (2) would receive a distribution from cash available for distribution for the period ending on the day prior to the date of entry of the judgment order (November 27, 2000) and (3) would not receive any additional cash distributions. Cash available for distribution means, with respect to any fiscal period, the cash revenues of the Partnership from all sources during the fiscal period, other than Capital Receipts, plus amounts received by the Partnership pursuant to the price adjustment amount, less (i) all cash expenditures of the Partnership during such fiscal period, including, without limitation, repayment of all Partnership indebtedness to the extent required to be paid, but not including expenditures of Capital Receipts, plus fees for management services and administrative expenses and (ii) such reserves as may be determined by the general partner, in its sole discretion (other than funds received under the price adjustment amount) to be necessary to provide for the foreseeable needs of the Partnership. 6 As of December 31, 2000, the Partnership has distributed a total of $116.8 million to the limited partners ($79,456 per limited partner unit) since inception. During 2000, $16.4 million ($8,614 and $2,496 per limited partner unit from 2000 and 1999 operations, respectively) was distributed to the limited partners prior to the transfer of the limited partner units to the Joint Venture. An additional $7,502,000 ($5,104 per limited partner unit) was distributed to the limited partners in January of 2001 bringing the total distribution from 2000 operations to $20.2 million ($13,718 per limited partner unit). The 2001 cash was distributed after the transfer of limited partner units to the Joint Venture. The Partnership distributed $10.3 million to the limited partners ($7,000 per limited partner unit) from 1999 operations. The Partnership distributed $9,555,000 to the limited partners ($6,500 per limited partner unit) from 1998 operations. No distributions of Capital Receipts have been made since inception. ITEM 6. SELECTED FINANCIAL DATA The following selected financial data presents historical operating information for the Partnership for each of the five years in the period ended December 31, 2000 presented in accordance with accounting principles generally accepted in the United States.
2000 1999 1998 1997 1996 ----------- ----------- ----------- ----------- ----------- (in thousands, except per unit amounts) Income Statement Data: Revenues............................... $ 303,534 $ 292,982 $ 284,251 $ 275,021 $ 263,707 Operating profit....................... 61,312 59,671 58,960 58,771 54,012 Net income............................. 20,965 17,838 16,950 15,691 10,541 Net income per limited partner unit (1,470 Units).......... 13,549 11,528 10,954 10,140 6,812 Balance Sheet Data: Total assets........................... $ 509,510 $ 522,943 $ 528,340 $ 536,715 $ 547,099 Total liabilities...................... 518,755 537,815 552,230 567,412 579,040 Cash distributions per limited partner unit (1,470 Units).......... 11,110 6,000 6,900 9,850 4,750
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General During the period from 1998 through 2000, our total hotel revenues grew from $284.3 million to $303.5 million. Growth in room revenues, and thus hotel revenues, is driven primarily by growth in revenue per available room ("REVPAR"). REVPAR is a commonly used indicator of market performance for hotels which represents the combination of daily room rate charged and the average daily occupancy achieved. REVPAR does not include food and beverage and other ancillary revenues generated by the property. REVPAR increased 7% during the period from 1998 through 2000 to $73.32 from $68.72. During the period from 1998 through 2000, the Hotels' combined average room rate increased by $6.61 from $86.99 to $93.60, while the combined average occupancy decreased from 79.0% to 78.3%. 7 Results of Operations The following table shows selected combined operating and financial statistics for the Hotels.
Year Ended December 31, ------------------------------------------ 2000 1999 1998 ----------- ----------- ----------- Combined average occupancy....................... 78.3% 79.0% 79.0% Combined average daily room rate................. $ 93.60 $ 89.09 $ 86.99 REVPAR........................................... $ 73.32 $ 70.38 $ 68.72
2000 Compared to 1999 Hotel Revenues. In 2000 hotel revenues increased $10.5 million, or 3.6%, to $303.5 million when compared to 1999 due to the increase in rooms revenue discussed above. Hotel Property-Level Costs and Expenses. The 2000 total hotel property-level costs and expenses increased $5.2 million, or 3.6%. The increase is primarily due to increases in both rooms and selling administrative and other costs. Rooms Costs. In 2000 rooms costs increased $2.1 million, or 3.6%, when compared to 1999. The overall increase in rooms costs and expenses is primarily due to an increase in salary and benefits as the hotels endeavor to maintain competitive wage scales. Selling, Administrative and Other Costs. Selling, administrative and other costs increased $3.2 million or 4.6% when compared to 1999 due to increased administrative costs, particularly administrative wages, combined with an increase in energy costs. Also, more of the Partnership hotels took part in Marriott International marketing programs in 2000, increasing marketing costs. Base and Courtyard Management Fees. Base and Courtyard management fees increased by 3.6%, or $633,000, in 2000 when compared to 1999. Base and Courtyard management fees are calculated as a percentage of total hotel revenues. Accordingly, with the increase in total hotel revenues described above, these fees also increased. Interest Expense. Interest expense decreased by 2.6% to $42.5 million in 2000 from $43.6 million in 1999. This decrease is due to payments on the mortgage principal of $16.6 million in 2000. Property Taxes. Property taxes increased by $704,000, or 6.3% in 2000 due to an increase in the tax basis of the properties. 1999 Compared to 1998 Hotel Revenues. In 1999 hotel revenues increased $8.7 million, or 3.1%, to $293 million when compared to 1998 due to the increase in rooms revenue discussed below and telephone revenues. Rooms Revenues. Rooms revenues increased $7.0 million in 1999 to $265.1 million, a 2.7% increase when compared to 1998. The increase in revenues was achieved through an increase in the combined average room rate from $86.99 in 1998 to $89.09 in 1999. The combined average occupancy remained consistent with 1998. 8 Hotel Property-Level Costs and Expenses. The 1999 total hotel property-level costs and expenses increased $5.7 million, or 4.1%. The increase is primarily due to increases in both rooms and food and beverage costs. Rooms Costs. In 1999 rooms costs increased $3.9 million, or 7.0%, when compared to 1998. The overall increase in rooms costs and expenses is due to an increase in salary and benefits as the hotel's endeavor to maintain competitive wage scales. Base and Courtyard Management Fees. Base and Courtyard management fees increased by 3%, or $524,000, in 1999 when compared to 1998. Base and Courtyard management fees are calculated as a percentage of total hotel revenues. Accordingly, with the increase in total hotel revenues described above, these fees also increased. Insurance and Other. Insurance and other increased by 57.8%, or $1.3 million in 1999 when compared to 1998. The increase is attributable to increases in legal expenses related to the litigation discussed in Note 9. Interest Expense. Interest expense decreased by 2% to $43.6 million in 1999 from $44.7 million in 1998. This decrease is due to principal amortization of $15.4 million on the Certificates/Mortgage Loan. Capital Resources and Liquidity Our principal source of cash is from operation of the properties. Our principal use of cash are debt service payments, funding capital expenditure needs and distributions to the limited partners. Principal Sources and Uses of Cash Our principal source of cash is from operations. Cash provided by operations was $49.0 million, $47.1 million and $44.5 million for the years ended 2000, 1999 and 1998, respectively. We paid $40.9 million, $42.0 million and $43.1 million of interest on our debt in 2000, 1999 and 1998, respectively. The increases in cash provided by operations is due increases in our property-level results offset by changes in operating accounts. Cash used in investing activities was $26.8 million, $17.4 million and $15.8 million for 2000, 1999 and 1998, respectively. Contributions to the property improvement fund which represents 5% of total hotel revenues, were $15.9 million, $14.6 million and $14.2 million for the years ended December 31, 2000, 1999 and 1998, respectively. Cash used in investing activities for 2000, 1999 and 1998 includes capital expenditures of $13.3 million, $18.5 million and $36.1 million, respectively. The increase in the property improvement fund balance is due to reimbursements made to the fund in 2000 for prior year capital expenditures in the amount of $12.5 million, compared to $3.1 million in 1999, in addition to a decrease of $5.2 million in additions to the property and equipment in 2000 as compared to 1999. Cash used in financing activities was $32.0 million, $24.3 million and $24.5 million for the years ended December 31, 2000, 1999 and 1998, respectively. We repaid $16.6 million, $15.4 million and $14.3 million of principal on our commercial mortgage backed securities in 2000, 1999 and 1998, respectively. We also made cash distributions to limited partners of $16.3 million, $8.8 million and $10.1 million in 2000, 1999 and 1998, respectively. 9 Pursuant to the terms of the Certificate/Mortgage Loan, the Partnership is required to establish with the lender a separate escrow account for payments of insurance premiums and real estate taxes for each mortgaged property if the credit rating of MII is downgraded by Standard and Poor's Rating Services. The assumption of additional debt associated with MII's acquisition of the Renaissance Hotel Group N.V., resulted in a single downgrade of MII's long-term senior unsecured debt, effective April 1, 1997. The escrow reserve is included in restricted cash and the resulting tax and insurance liability is included in accounts payable and accrued liabilities in the accompanying consolidated balance sheet. Inflation The rate of inflation has been relatively low in the past three years. The Manager is generally able to pass through increased costs to customers through higher room rates and prices. In 2000, the growth in average room rates of our Hotels kept pace with inflationary costs. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We do not have a significant market risk with respect to interest rates, foreign currency exchanges or other market rate or price risks, and we do not hold any financial instruments for trading purposes. As of December 31, 2000, all of our debt has a fixed interest rate. See Note 4 for a further discussion. 10 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index Page - ----- ---- Courtyard by Marriott II Limited Partnership Consolidated Financial Statements: Report of Independent Public Accountants................................................ 12 Consolidated Balance Sheet of December 31, 2000 and 1999................................ 13 Consolidated Statement of Operations for the Fiscal Years Ended December 31, 2000, 1999 and 1998...................................................... 14 Consolidated Statement of Changes in Partners' Capital (Deficit) for the Fiscal Years Ended December 31, 2000, 1999 and 1998........................... 15 Consolidated Statement of Cash Flows for the Fiscal Years Ended December 31, 2000, 1999 and 1998...................................................... 16 Notes to Consolidated Financial Statements.............................................. 17 Courtyard II Associates, L.P. and Subsidiaries Consolidated Financial Statements: Report of Independent Public Accountants................................................ 26 Consolidated Balance Sheet of December 31, 2000 and 1999................................ 27 Consolidated Statement of Operations for the Fiscal Years Ended December 31, 2000, 1999 and 1998...................................................... 28 Consolidated Statement of Changes in Partners' Capital for the Fiscal Years Ended December 31, 2000, 1999 and 1998........................... 29 Consolidated Statement of Cash Flows for the Fiscal Years Ended December 31, 2000, 1999 and 1998...................................................... 30 Notes to Consolidated Financial Statements.............................................. 31
11 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS TO THE PARTNERS OF COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP: We have audited the accompanying consolidated balance sheet of Courtyard by Marriott II Limited Partnership (a Delaware limited partnership) and Subsidiaries as of December 31, 2000 and 1999, and the related consolidated statements of operations, changes in partners' capital (deficit) and cash flows for the three years ended December 31, 2000. These financial statements and the schedules referred to below are the responsibility of the General Partner's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Courtyard by Marriott II Limited Partnership and Subsidiaries as of December 31, 2000 and 1999, and the results of its operations and its cash flows for the three years ended December 31, 2000, in conformity with accounting principles generally accepted in the United States. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedules listed in the index at Item 14(a)(2) are presented for purposes of complying with the rules of the Securities and Exchange Commission and are not part of the basic financial statements. These schedules have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP Vienna, Virginia March 23, 2001 12 Consolidated Balance Sheet Courtyard by Marriott II Limited Partnership and Subsidiaries December 31, 2000 and 1999 (in thousands)
2000 1999 ------------- ------------- ASSETS Property and equipment, net............................................................ $ 439,098 $ 454,412 Deferred financing costs, net of accumulated amortization.............................. 11,119 12,690 Due from Courtyard Management Corporation.............................................. 8,453 8,795 Other assets........................................................................... 2 11 Property improvement fund.............................................................. 18,912 5,395 Restricted cash........................................................................ 18,415 18,299 Cash and cash equivalents.............................................................. 13,511 23,341 ------------- ------------- $ 509,510 $ 522,943 ============= ============= LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) LIABILITIES Debt................................................................................... $ 466,539 $ 483,181 Management fees due to Courtyard Management Corporation................................ 31,417 33,805 Due to Marriott International, Inc. and affiliates..................................... 8,693 8,812 Accounts payable and accrued liabilities............................................... 12,106 12,017 ------------- ------------- Total liabilities................................................................ 518,755 537,815 ------------- ------------- PARTNERS' CAPITAL (DEFICIT) General Partner Capital contribution................................................................. 11,356 11,306 Cumulative net losses................................................................ (1,669) (2,717) Capital distributions.................................................................. (278) (278) ------------- ------------- 9,409 8,311 ------------- ------------- Limited Partners Capital contributions................................................................ 130,014 129,064 Cumulative net losses................................................................ (31,710) (51,627) Capital distributions................................................................ (116,805) (100,467) Investor notes receivable............................................................ (153) (153) ------------- ------------- (18,654) (23,183) ------------- ------------- Total Partners' Deficit.......................................................... (9,245) (14,872) ------------- ------------- $ 509,510 $ 522,943 ============= =============
The accompanying notes are an integral part of these consolidated financial statements. 13 Consolidated Statement of Operations Courtyard by Marriott II Limited Partnership and Subsidiaries For the Years Ended December 31, 2000, 1999 and 1998 (in thousands, except Unit and per Unit amounts)
2000 1999 1998 ------------- ------------- ------------- REVENUES Hotel revenues Rooms................................................ $ 275,877 $ 265,137 $ 258,099 Food and beverage.................................... 18,057 17,686 17,219 Other................................................ 9,600 10,159 8,933 ------------- ------------- ------------- Total hotel revenues............................... 303,534 292,982 284,251 ------------- ------------- ------------- OPERATING COSTS AND EXPENSES Hotel property-level costs and expenses Rooms................................................ 62,008 59,873 55,962 Food and beverage.................................... 15,989 15,594 14,991 Other department costs and expenses.................. 2,017 2,492 2,928 Selling, administrative and other.................... 72,344 69,170 67,517 ------------- ------------- ------------- Hotel property-level costs and expenses............ 152,358 147,129 141,398 Depreciation........................................... 28,583 27,397 27,895 Base and Courtyard management fees..................... 18,212 17,579 17,055 Incentive management fee............................... 13,778 13,322 12,895 Ground rent............................................ 13,741 13,249 12,921 Property taxes......................................... 11,847 11,143 10,914 Insurance and other.................................... 3,703 3,492 2,213 ------------- ------------- ------------- Total operating costs and expenses................. 242,222 233,311 225,291 ------------- ------------- ------------- OPERATING PROFIT.......................................... 61,312 59,671 58,960 Interest expense....................................... (42,461) (43,577) (44,686) Interest income........................................ 2,114 1,744 2,676 ------------- ------------- ------------- NET INCOME................................................ $ 20,965 $ 17,838 $ 16,950 ============= ============= ============= ALLOCATION OF NET INCOME General Partner........................................ $ 1,048 $ 892 $ 847 Limited Partners....................................... 19,917 16,946 16,103 ------------- ------------- ------------- $ 20,965 $ 17,838 $ 16,950 ============= ============= ============= NET INCOME PER LIMITED PARTNER UNIT (1,470 Units)......... $ 13,549 $ 11,528 $ 10,954 ============= ============= =============
The accompanying notes are an integral part of these consolidated financial statements. 14 Consolidated Statement of Changes in Partners' Capital (Deficit) Courtyard by Marriott II Limited Partnership and Subsidiaries For the Years Ended December 31, 2000, 1999 and 1998 (in thousands)
General Limited Partner Partners Total ------------- ------------- ------------- Balance, December 31, 1997.................................. $ 6,572 $ (37,269) $ (30,697) Capital distributions.................................... -- (10,143) (10,143) Net income............................................... 847 16,103 16,950 ------------- ------------- ------------- Balance, December 31, 1998.................................. 7,419 (31,309) (23,890) Capital distributions.................................... -- (8,820) (8,820) Net income............................................... 892 16,946 17,838 ------------- ------------- ------------- Balance, December 31, 1999.................................. 8,311 (23,183) (14,872) Capital contributions.................................... 50 950 1,000 Capital distributions.................................... -- (16,338) (16,338) Net income............................................... 1,048 19,917 20,965 ------------- ------------- ------------- Balance, December 31, 2000.................................. $ 9,409 $ (18,654) $ (9,245) ============= ============= =============
The accompanying notes are an integral part of these consolidated financial statements. 15 Consolidated Statement of Cash Flows Courtyard by Marriott II Limited Partnership and Subsidiaries For the Years Ended December 31, 2000, 1999 and 1998 (in thousands)
2000 1999 1998 ----------- ----------- ----------- OPERATING ACTIVITIES Net income........................................................... $ 20,965 $ 17,838 $ 16,950 Depreciation......................................................... 28,583 27,397 27,895 Amortization of deferred financing costs as interest................. 1,571 1,572 1,571 Loss on disposition of fixed assets.................................. 17 291 -- Amortization of prepaid expenses..................................... 9 9 8 Changes in operating accounts: Accounts payable and accrued liabilities........................... (647) 634 (196) Management fees due to Courtyard Management Corporation............ (2,388) (609) (415) Due to Host Marriott Corporation................................... (235) 374 (63) Change in real estate tax and insurance, net....................... 808 (237) (1,341) Change in debt service reserve..................................... (72) (80) -- Due from Courtyard Management Corporation.......................... 342 (56) 79 ----------- ----------- ----------- Cash provided by operations.................................... 48,953 47,133 44,488 ----------- ----------- ----------- INVESTING ACTIVITIES Additions to property and equipment, net............................. (13,286) (18,450) (36,110) Change in property improvement fund.................................. (13,517) 1,071 20,734 Change in working capital reserve.................................... -- (53) (2,925) Working capital returned by Courtyard Management Corporation......... -- -- 2,500 ----------- ----------- ----------- Cash used in investing activities.............................. (26,803) (17,432) (15,801) ----------- ----------- ----------- FINANCING ACTIVITIES Repayment of principal............................................... (16,642) (15,443) (14,331) Capital distributions................................................ (16,338) (8,820) (10,143) Capital contributions................................................ 1,000 -- -- ----------- ----------- ----------- Cash used in financing activities.............................. (31,980) (24,263) (24,474) ----------- ----------- ----------- INCREASE /(DECREASE) IN CASH AND CASH EQUIVALENTS....................... $ (9,830) $ 5,438 $ 4,213 CASH AND CASH EQUIVALENTS at beginning of year.......................... 23,341 17,903 13,690 ----------- ----------- ----------- CASH AND CASH EQUIVALENTS at end of year................................ $ 13,511 $ 23,341 $ 17,903 =========== =========== =========== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for mortgage and other interest............................ $ 40,855 $ 42,006 $ 43,114 =========== =========== ===========
The accompanying notes are an integral part of these consolidated financial statements. 16 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Courtyard by Marriott II Limited Partnership and Subsidiaries December 31, 2000 and 1999 NOTE 1. THE PARTNERSHIP Description of the Partnership Courtyard by Marriott II Limited Partnership and Subsidiaries (the "Partnership"), a Delaware limited partnership, was formed on August 31, 1987 to acquire and own 70 Courtyard by Marriott hotels (the "Hotels") and the land on which certain of the Hotels are located. The Partnership's 70 hotel properties are located in 29 states in the United States. The Hotels are managed as part of the Courtyard by Marriott hotel system by Courtyard Management Corporation (the "Manager"), a wholly-owned subsidiary of Marriott International, Inc. ("MII"). On March 9, 2000, Host Marriott and Marriott International, Inc. entered into a settlement agreement (the "Settlement Agreement") to resolve pending litigation. In accordance with the terms of the Settlement Agreement, on November 28, 2000, the following steps occurred. CBM Joint Venture LLC (the "Joint Venture"), which is a joint venture among Host Marriott, L.P., Rockledge Hotel Properties, Inc. and Marriott International, Inc. or their wholly owned subsidiaries, acquired the Class B 99% non-managing economic interest in the General Partner, and, through CBM Two GP Corp., a Delaware corporation and an indirect wholly owned subsidiary of the Joint Venture, acquired the Class A 1% managing economic interest in the General Partner. As a result, the Joint Venture owns 100% of the General Partner. In addition, CBM II Holdings LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of the Joint Venture, purchased all of the outstanding Units in the Partnership (other than Units held by the General Partner). As a result, the Joint Venture became the holder indirectly of all of the Units in the Partnership. Pursuant to the terms of the operating agreement of CBM Two LLC, the Joint Venture, as the holder of the 99% non-voting member interest in CBM Two LLC, has been granted the sole power to direct the exercise by CBM Two LLC of all voting rights and other rights as owner with respect to all capital stock of any corporation that is owned, directly or indirectly, by the Partnership. The Partnership owns the Hotels through Associates, in which the Partnership is a 98% limited partner and a 1% general partner, and through Courtyard II Associates Management Corporation, the 1% managing general partner of Associates. Partnership Allocations and Distributions Partnership allocations and distributions are generally made as follows: a. Cash available for distribution is distributed (i) first, 5% to the General Partner and 95% to the limited partners until the General Partner and the limited partners (collectively, the "Partners") have received cumulative distributions of sale proceeds and/or refinancing proceeds ("Capital Receipts") equal to $77,368,421; (ii) next, 10% to the General Partner and 90% to the limited partners until the Partners have received cumulative distributions of Capital Receipts equal to $158,306,000; and (iii) thereafter, 25% to the General Partner and 75% to the limited partners. Distributions to the General Partner are subordinate to an annual 10% non-cumulative preferred return to the limited partners on their invested capital, as defined. b. Refinancing proceeds not retained by the Partnership will be distributed (i) first, 5% to the General Partner and 95% to the limited partners until the Partners have received cumulative distributions of refinancing proceeds equal to $158,306,000 minus adjusted sale proceeds, as defined; and (ii) thereafter, 25% to the General Partner and 75% to the limited partners. c. Proceeds not retained by the Partnership from the sale or other disposition of less than substantially all of the assets of the Partnership will be distributed (i) first, 5% to the General Partner and 95% to the limited partners until the Partners have received cumulative distributions of Capital Receipts equal to $158,306,000; and (ii) thereafter, 25% to the General Partner and 75% to the limited partners. 17 Proceeds from the sale of substantially all of the assets of the Partnership or from a related series of Hotel sales leading to the sale of substantially all of the assets of the Partnership will be distributed to the Partners pro-rata in accordance with their capital account balances. d. Net profits are generally allocated in the same ratio in which cash available for distribution is distributed. e. All items of gain, deduction or loss attributable to the contributed equipment will be allocated to the General Partner. f. In general, gain recognized by the Partnership will be allocated, with respect to any year, in the following order of priority: (i) to all Partners whose capital accounts have negative balances until such negative balances are brought to zero; (ii) to all Partners up to the amount necessary to bring their respective capital account balances to an amount equal to their invested capital, as defined; and (iii) thereafter 25% to the General Partner and 75% to the limited partners. Gain arising from the sale or other disposition (or from a related series of sales or dispositions) of substantially all the assets of the Partnership will be allocated (i) to the limited partners in an amount equal to the excess, if any, of (1) the sum of 15% times the weighted average of the limited partners' invested capital each year, over (2) the sum of distributions to the limited partners of Capital Receipts in excess of the limited partners' cumulative capital and distributions to limited partners of cash available for distribution; and (ii) next, to the General Partner until it has been allocated an amount equal to 33.33% of the amount allocated to the limited partners under clause (i); and (iii) thereafter, 25% to the General Partner and 75% to the limited partners. g. For financial reporting purposes, profits and losses are generally allocated among the Partners based on their stated interests in cash available for distribution. In order to allow for the cash distributions made in accordance with the terms of the Settlement Agreement, the Partnership Agreement was modified so that the Unitholders would (1) receive allocations of profit or loss on their Units up through the effective date of the Settlement Agreement rather than through the end of the preceding accounting period, (2) would receive a distribution from cash available for distribution for the period ending on the day prior to the date of entry of the judgment order and (3) would not receive any additional cash distributions. Following the Settlement, the cash allocations to the general partner and the limited partner will remain consistent with the policies described above. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The Partnership records are maintained on the accrual basis of accounting and its fiscal year coincides with the calendar year. Basis of Presentation As discussed in Note 1, on November 28, 2000 the Joint Venture acquired all of the outstanding limited partner and general partner interests in the partnership. The accompanying financial statements do not reflect the debt incurred by the Joint Venture to consummate the acquisition described above since the partnership has not assumed the obligation for such debt and the proceeds from such debt were not used to repay existing partnership obligations. To provide a consistent presentation, the partnership also does not reflect the Joint Venture's basis in the assets and liabilities of the partnership in these financial statements. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Working Capital Pursuant to the terms of the management agreement, the Partnership is required to provide the Manager with working capital to meet the operating needs of the Hotels. The Manager converts cash advanced by the Partnership into other forms of working capital consisting primarily of operating cash, inventories, and trade receivables and payables which are maintained and controlled by the Manager. Upon termination of the management agreement, the Manager is required to convert working capital into cash and return it to the Partnership. As a result of these conditions, the individual components of working capital controlled by the Manager are not reflected in the accompanying consolidated balance sheet but rather are included in Due from Courtyard Management Corporation. 18 Property and Equipment Property and equipment is recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Buildings and improvements 40 years Leasehold improvements 40 years Furniture and equipment 4-10 years Certain property and equipment is pledged to secure the Certificates/Mortgage Loan. The Partnership assesses impairment of its real estate properties based on whether estimated undiscounted future cash flows from such properties will be less than their net book value. If a property is impaired, its basis is adjusted to fair market value. There was no such adjustment required at December 31, 2000 or 1999. Deferred Financing Costs From 1995 to 1997, the Partnership paid a total of $18,858,000 in financing costs related to the Senior Notes and the Certificates. Financing costs are amortized using the straight-line method, which approximates the effective interest rate method, over the remaining life of the respective mortgage debt. At December 31, 2000 and 1999, accumulated amortization of financing costs totaled $7,739,000 and $6,168,000, respectively. Ground Rent The land leases include scheduled increases in minimum rents per property. These scheduled rent increases, which are included in minimum lease payments, are being recognized by the Partnership on a straight-line basis over the lease terms of approximately 80 years. The reduction in ground rent expense and Due to Marriott International, Inc. and affiliates to reflect minimum lease payments on a straight-line basis for 2000, 1999 and 1998 totaled $119,000 per year. Income Taxes Provision for Federal taxes has not been made in the accompanying consolidated financial statements since the Partnership does not pay income taxes, but rather, allocates its profits and losses to the individual Partners. Significant differences exist between the net income for financial reporting purposes and the net income reported in the Partnership's tax return. These differences are due primarily to the use for income tax purposes of accelerated depreciation methods, shorter depreciable lives for the assets, difference in the timing of recognition of certain fees and straight-line rent adjustments. As a result of these differences, the excess of the net Partnership liabilities reported in the accompanying consolidated financial statements over the net Partnership liabilities for tax purposes was $658,000 and $2,695,000, respectively as of December 31, 2000 and 1999. Cash and Cash Equivalents The Partnership considers all highly liquid investments with a maturity of three months or less at date of purchase to be cash equivalents. Restricted Cash The Partnership was required to establish certain reserves pursuant to the terms of the Senior Notes and the Certificates/Mortgage Debt as described in Note 5. The balances in those reserves as of December 31 are as follows (in thousands): 2000 1999 --------- --------- Debt service reserve.......................... $ 6,986 $ 6,928 Real estate tax and insurance reserve......... 6,309 6,318 Working capital reserve....................... 5,120 5,053 --------- --------- $ 18,415 $ 18,299 ========= ========= 19 Reclassifications Certain reclassifications were made to the prior year financial statements to conform to the 2000 presentation. NOTE 3. PROPERTY AND EQUIPMENT Property and equipment consists of the following as of December 31 (in thousands): 2000 1999 ---------- ----------- Land................................... $ 25,541 $ 25,541 Leasehold improvements................. 307,741 298,855 Building and improvements.............. 256,885 253,108 Furniture and equipment................ 127,275 157,444 ---------- ----------- 717,442 734,948 Less accumulated depreciation.......... (278,344) (280,536) ---------- ----------- $ 439,098 $ 454,412 ========== =========== NOTE 4. ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS The estimated fair values of financial instruments are shown below. The fair values of financial instruments not included in this table are estimated to be equal to their carrying amounts (in thousands):
As of December 31, 2000 As of December 31, 1999 -------------------------- -------------------------- Estimated Estimated Carrying Fair Carrying Fair Amount Value Amount Value ----------- ---------- ----------- ----------- Certificates/Mortgage Loan.................. $ 339,139 $ 349,230 $ 355,781 $ 347,538 Senior Notes................................ $ 127,400 $ 128,356 $ 127,400 $ 123,777 Management fees due to Courtyard Management Corporation................... $ 31,417 $ 12,367 $ 33,805 $ 14,185
The estimated fair values of debt obligations are based on the quoted market prices at December 31, 2000 and 1999, respectively. Management fees due to the Manager are valued based on the expected future payments from operating cash flow discounted at estimated risk adjusted rates. NOTE 5. DEBT On January 24, 1996, the Partnership completed a refinancing of the Partnership's existing debt through the private placements of $127.4 million of senior secured notes (the "Senior Notes") and $410.2 million of multi-class commercial mortgage pass-through certificates (the "Certificates" or "Mortgage Loan"). Senior Notes The Senior Notes of $127.4 million were issued by the Partnership and Finance. The Senior Notes bear interest at 10 3/4%, require semi-annual payments of interest and require no payments of principal until maturity on February 1, 2008. The Senior Notes are secured by a first priority pledge by the Partnership of (i) its 99% partnership interest (consisting of a 98% limited partner interest and a 1% general partner interest) in Associates and (ii) its 100% equity interest in the Managing General Partner. Finance has nominal assets, does not conduct any operations and does not provide any additional security for the Senior Notes. The terms of the Senior Notes include requirements of the Partnership to establish and fund a debt service reserve account in an amount equal to at least one six-month interest payment on the Senior Notes ($6,848,000) which is included as restricted cash on the accompanying consolidated balance sheet and to maintain certain levels of excess cash flow, as defined. In the event the Partnership fails to maintain the required level of excess cash flow, the Partnership will be required to (i) suspend distributions to 20 its partners and other restricted payments, as defined, (ii) to fund a separate supplemental debt service reserve account (the "Supplemental Debt Service Reserve") in an amount up to two six-month interest payments on the Senior Notes and (iii) if such failure were to continue, to offer to purchase a portion of the Senior Notes at par. The Senior Notes are not redeemable prior to February 1, 2001. Thereafter, the Senior Notes may be redeemed, at the option of the Partnership, at a premium declining to par in 2004. The premium is 5.375% for 2001, 3.583% for 2002 and 1.792% for 2003. The Senior Notes are non-recourse to the Partnership and its partners. In connection with Host Marriott's conversion to a REIT on January 1, 1999, a change of control occurred when Host Marriott ceased to own, directly or indirectly, all of the outstanding equity interest of the General Partner of the Partnership. Although such a change of control has occurred, Host REIT continued to own, indirectly, a substantial majority of the economic interest in the General Partner of the Partnership, through Host LP. A change of control occurred again in 2000 in conjunction with the Settlement Agreement and subsequent purchase by the Joint Venture of all the partnership units. The changes in control described above resulted in a "Change in Control" under the indenture governing the Senior Notes. As a result, in accordance with the terms of the Indenture, a tender offer commenced for the Senior Notes at a purchase price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon. The first tender offer expired on February 12, 1999 with no Senior Notes tendered. The second tender offer has completed on January 26, 2001 and approximately $11.6 million Senior Notes were purchased, representing approximately 9% of the outstanding notes. The notes which were purchased by the Joint Venture remain outstanding. Certificates The Certificates were issued by CBM funding for an initial principal amount of $410.2 million. Proceeds from the sale of the Certificates were utilized by CBM Funding to provide a Mortgage Loan to Associates. The Certificates/Mortgage Loan requires monthly payments of principal and interest based on a 17-year amortization schedule. The Mortgage Loan matures on January 28, 2008. However, the maturity date of the Certificates/Mortgage Loan may be extended until January 28, 2013 with the consent of 662/3% of the holders of the outstanding Certificates affected thereby. The Certificates were issued in the following classes and pass-through rates of interest. Initial Certificate Pass-Through Class Balance Rate ------------------- -------------------- ------------------ Class A-1 $ 45,500,000 7.550% Class A-2 $ 50,000,000 6.880% Class A-3P & I $ 129,500,000 7.080% Class A-3IO Not Applicable 0.933% Class B $ 75,000,000 7.480% Class C $ 100,000,000 7.860% Class D $ 10,200,000 8.645% The Class A-3IO Certificates require payments of interest only based on a notional balance equal to the Class A-3P & I Certificate balance. The balances of the Certificates were $339.1 million and $355.8 million at December 31, 2000 and 1999, respectively. Principal payments of $16.6 million and $15.4 million on the Certificates were made during 2000 and 1999, respectively. The weighted average interest rate on the Certificates was 7.8% for 2000 and 1999. 21 The Certificates/Mortgage Loan maturities as of December 31, 2000 are as follows (in thousands): 2001............ $ 17,934 2002............ 19,326 2003............ 20,827 2004............ 22,444 2005............ 24,186 Thereafter......... 234,422 ------------- $ 339,139 ============= The Mortgage Loan is secured primarily by 69 cross-defaulted and cross-collateralized mortgages representing first priority mortgage liens on (i) the fee or leasehold interest in 69 of the Hotels (excluding the Deerfield Hotel), related furniture, fixtures and equipment and the property improvement fund, (ii) the fee interest in the land leased from MII or their affiliates on which 53 Hotels are located, (iii) a pledge of Associates membership interest in and the related right to receive distributions from Associates II which owns the Deerfield Hotel and (iv) an assignment of the Management Agreement, as defined below. The Mortgage Loan is non-recourse to Associates, the Partnership and its partners. Operating profit from the Hotels in excess of debt service on the Mortgage Loan is available to be distributed to the Partnership. Amounts distributed to the Partnership are used for the following, in order of priority: (i) for debt service on the Senior Notes, (ii) to fund the Supplemental Debt Service Reserve, if necessary, (iii) to offer to purchase a portion of the Senior Notes at par, if necessary, (iv) for working capital as discussed in Note 7 and (v) for distributions to the partners of the Partnership. The net assets (all of which are restricted) of Associates was $107.1 million and $101.7 million as of December 31, 2000 and 1999, respectively. Prepayments of the Mortgage Loan are permitted with the payment of a premium (the "Prepayment Premium"). The Prepayment Premium is equal to the greater of (i) one percent of the Mortgage Loan being prepaid or (ii) a yield maintenance amount based on a spread of .25% or .55% over the U.S. treasury rate, as defined. Pursuant to the terms of the Certificate/Mortgage Loan, the Partnership is required to establish with the lender a separate escrow account for payments of insurance premiums and real estate taxes for each mortgaged property if the credit rating of MII is downgraded by Standard and Poor's Rating Services. The assumption of additional debt associated with MII's acquisition of Renaissance Hotel Group N.V. resulted in a single downgrade of MII's long-term senior unsecured debt, effective April 1, 1997. The escrow reserve is included in restricted cash and the resulting tax and insurance liability is included in accounts payable and accrued liabilities in the accompanying consolidated balance sheet. The balance in the real estate tax and insurance reserve as of December 31, 2000 and 1999 was $6.3 million. NOTE 6. LEASES The land on which 53 of the Hotels are located is leased from affiliates of MII. In addition, eight of the Hotels are located on land leased from third parties. The land leases have remaining terms (including all renewal options) expiring between the years 2024 and 2068. The MII land leases and the third party land leases provide for rent based on specific percentages (from 2% to 15%) of certain revenue categories subject to minimum amounts. The minimum rentals are adjusted at various anniversary dates throughout the lease terms, as defined in the agreements. The Partnership also rents certain equipment for use in the Hotels. In connection with the mortgage debt refinancing, the Partnership, as lessee, transferred it rights and obligations pursuant to the 53 Hotel ground leases with affiliates of MII to Associates. Additionally, affiliates of MII agreed to defer receipt of their ground lease payments to the extent that the Partnership or Associates has insufficient funds for debt service payments on the Senior Notes and the Mortgage Loan. 22 Minimum future rental payments during the term of these operating leases as of December 31, 2000 are as follows (in thousands): Telephone Lease Land Equipment and Other Year Leases Leases ----------- ----------- ---------------------- 2001 $ 9,616 $ 187 2002 10,054 132 2003 10,348 96 2004 10,381 -- 2005 10,889 -- Thereafter 1,851,156 -- ----------- ------------- $ 1,902,444 $ 415 =========== ============= Total rent expense on land leases was $13,741,000 for 2000, $13,249,000 for 1999 and $12,921,000 for 1998. NOTE 7. MANAGEMENT AGREEMENT To facilitate the refinancing, effective December 30, 1995, the original management agreement was restated into two separate management agreements. Associates entered into a management agreement with the Manager for the 69 Hotels which Associates directly owns and Associates II entered into a management agreement for the Deerfield Hotel which Associates II owns, collectively, (the "Management Agreement"). Term The Management Agreement has an initial term expiring in 2013. The Manager may renew the term, as to one or more of the Hotels, at its option, for up to three successive terms of 10-years each and one final term of five years. The Partnership may terminate the Management Agreement if, during any three consecutive years after 1992, specified minimum operating results are not achieved. However, the Manager may prevent termination by paying to the Partnership the amount by which the minimum operating results were not achieved. Upon the sale of a Hotel, the Management Agreement may be terminated with respect to that Hotel with payment of a termination fee. Prior to December 31, 2007, a maximum of 20 Hotels may be sold free and clear of the Management Agreement with payment of the termination fee. The termination fee is calculated by the Manager as the net present value of reasonably anticipated future incentive management fees. Management Fees The Management Agreement provides for annual payments of (i) the base management fee equal to 3.5% of gross revenues from the Hotels, (ii) the Courtyard management fee equal to 2.5% of gross revenues from the Hotels, and (iii) the incentive management fee equal to 15% of operating profit, as defined (20% of operating profit after the Partners have received refinancing proceeds equal to 50% of the excess of (a) $154,736,842 over (b) cumulative distributions of adjusted sale proceeds). Deferral Provisions One percent of the Courtyard management fee is deferred through maturity of the Senior Notes and the Mortgage Loan to the extent that the Partnership or Associates has insufficient funds for debt service payments on the Senior Notes and the Mortgage Loan. To the extent any Courtyard management fee, base management fee or incentive management fee is deferred, it will be added to deferred management fees. Deferred management fees accrue without interest, and will be payable out of 50% of available cash flow after payment of certain priorities as discussed below. The priority return to the Partnership, as defined, was 9% in 1998 and then 10% for 1999 and thereafter. Operating profit from the Hotels (which reflects the deduction of the base and Courtyard management fees and MII ground rent) will be used to pay the following, in order of priority: (i) debt service on the Senior Notes and Mortgage Loan, (ii) to repay working capital loans to the Manager, (iii) to repay deferred ground rent to affiliates of MII, (iv) to repay ground lease advances to affiliates of MII, (v) the 23 priority return to the Partnership which was 10%, 10% and 9% of invested capital for 2000, 1999 and 1998, respectively, (vi) eighty percent of the remaining operating profit is applied to the payment of current incentive management fees, (vii) to repay advances to the Partnership, (viii) to repay foreclosure avoidance advances to the Manager and (ix) fifty percent of the remaining operating profit to repay deferred management fees to the Manager and fifty percent of remaining operating profit is paid to the Partnership. During 2000 and 1999, $1,878,000 and $609,000, respectively, of deferred incentive management fees were paid. Deferred incentive management fees were $1,682,000 and $3,560,000 as of December 31, 2000 and 1999, respectively. Also, the Partnership paid $510,000 of deferred base management fees during 2000. Therefore, deferred base management fees decreased to $7,394,000 in 2000 from $7,904,000 in 1999 . Deferred Courtyard management fees totaled $22,341,000 as of December 31, 2000 and 1999. Chain Services and Marriott's Rewards Program The Manager is required to furnish certain services ("Chain Services") which are generally furnished on a central or regional basis to all hotels managed, owned or leased in the Courtyard by Marriott hotel system. In addition, the Hotels participate in MII's Marriott Reward Program ("MRP"). Chain Services and MRP costs charged to the partnership under the Management Agreement were $14,470,000 in 2000, $14,550,000 in 1999 and $13,755,000 in 1998. Working Capital The Partnership is required to provide the Manager with working capital to meet the operating needs of the Hotels. The refinancing required certain enhancements to the cash management system of the Manager such that additional working capital may be required for the operation of the Hotels. Upon termination of the Management Agreement, the working capital will be returned to the Partnership. As of December 31, 2000 and 1999, the working capital balance was $4,202,000. The working capital reserve is available for payment of hotel operating expenses in the event that there is a further downgrade in the long-term senior unsecured debt of MII to a level below the rating which was effective April 1, 1997. The obligation to fund the amounts required by the Working Capital Agreement is subordinate to debt service on the Senior Notes and the Mortgage Loan. Property Improvement Funds The Management Agreement provides for the establishment of a repairs and equipment reserve (property improvement fund) for the Hotels. The funding of this reserve is based on a percentage of gross Hotel revenues. The contribution to the property improvement fund was originally established at 5% for all Hotels. In connection with the purchase of the Limited Partnership Units by the Joint Venture, the contribution percentage was increased to 6.5% as of October 24, 2000. NOTE 8. ENVIRONMENTAL CONTINGENCY Based upon a study completed in December 1995, the Partnership has become aware of environmental contamination at one of its fee-owned properties, the Deerfield Hotel, caused by the previous use of the site as a landfill. The property represents less than 2% of the Partnership's total assets and revenues as of December 31, 2000 and for the year ended, respectively. The Partnership is unable to determine the need for remediation, its potential responsibility, if any, for remediation and the extent of the Partnership's possible liability for any remediation costs. The Partnership has obtained environmental insurance. There can be no assurance that the Partnership will not have liability with respect to remediation of contamination at that site. The Partnership does not believe that any of the environmental matters are likely to have a material adverse effect on the business and operations of the Partnership. 24 NOTE 9. LITIGATION The Partnership and the Hotels are involved in routine litigation and administrative proceedings arising in the ordinary course of business, some of which are expected to be covered by liability insurance and which collectively are not expected to have a material adverse effect on the business, financial condition or results of operations of the Partnership. 25 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS TO THE PARTNERS OF COURTYARD II ASSOCIATES, L.P. AND SUBSIDIARIES: We have audited the accompanying consolidated balance sheet of Courtyard II Associates, L.P. (a Delaware limited partnership) and Subsidiaries as of December 31, 2000 and 1999, and the related consolidated statements of operations, changes in partner's capital and cash flows for the three years ended December 31, 2000. These financial statements are the responsibility of the General Partner's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Courtyard II Associates, L.P. and Subsidiaries as of December 31, 2000 and 1999, and the results of its operations and its cash flows for the three years ended December 31, 2000, in conformity with accounting principles generally accepted in the United States. ARTHUR ANDERSEN LLP Vienna, Virginia March 23, 2001 26 CONSOLIDATED BALANCE SHEET Courtyard II Associates, L.P. and Subsidiaries December 31, 2000 and 1999 (in thousands)
2000 1999 ------------- ------------- ASSETS Property and equipment, net..................................................... $ 439,098 $ 454,412 Deferred financing costs, net of accumulated amortization....................... 7,822 8,928 Due from Courtyard Management Corporation....................................... 8,453 8,795 Other assets.................................................................... 2 11 Property improvement fund....................................................... 18,912 5,395 Restricted cash................................................................. 6,324 6,318 Cash and cash equivalents....................................................... 11,755 21,527 ------------ ------------- $ 492,366 $ 505,386 ============ ============= LIABILITIES AND PARTNERS' CAPITAL LIABILITIES Mortgage debt................................................................... $ 339,139 $ 355,781 Management fees due to Courtyard Management Corporation......................... 31,417 33,805 Due to Marriott International, Inc. and affiliates.............................. 8,693 8,812 Accounts payable and accrued liabilities........................................ 5,945 5,248 ------------ ------------- Total Liabilities......................................................... 385,194 403,646 MINORITY INTEREST.................................................................. 58 44 ------------ ------------- 385,252 403,690 ------------ ------------- PARTNERS' CAPITAL General Partners................................................................ 2,155 2,048 Limited Partner................................................................. 104,959 99,648 ------------ ------------- Total Partners' Capital................................................... 107,114 101,696 ------------ ------------- $ 492,366 $ 505,386 ============ =============
The accompanying notes are an integral part of these consolidated financial statements. 27 CONSOLIDATED STATEMENT OF OPERATIONS Courtyard II Associates, L.P. and Subsidiaries For the Years Ended December 31, 2000, 1999 and 1998 (in thousands)
2000 1999 1998 ------------- ------------- ------------- HOTEL REVENUES Rooms.............................................................. $ 275,877 $ 265,137 $ 258,099 Food and beverage.................................................. 18,057 17,686 17,219 Other.............................................................. 9,600 10,159 8,933 ------------- ------------- ------------- Total hotel revenues............................................. 303,534 292,982 284,251 ------------- ------------- ------------- OPERATING COSTS AND EXPENSES Hotel property-level costs and expenses Rooms.............................................................. 62,008 59,873 55,962 Food and beverage.................................................. 15,989 15,594 14,991 Other department costs and expenses................................ 2,017 2,492 2,928 Selling, administrative and other.................................. 72,344 69,170 67,517 ------------- ------------- ------------- Total hotel property-level costs and expenses.................... 152,358 147,129 141,398 Depreciation......................................................... 28,583 27,397 27,895 Base and Courtyard management fees................................... 18,212 17,579 17,055 Incentive management fee............................................. 13,778 13,322 12,895 Ground rent.......................................................... 13,741 13,249 12,921 Property taxes....................................................... 11,734 11,143 10,914 Insurance and other.................................................. 2,084 2,193 1,785 ------------- ------------- ------------- Total operating costs and expenses............................... 240,490 232,012 224,863 ------------- ------------- ------------- OPERATING PROFIT........................................................ 63,044 60,970 59,388 Interest expense..................................................... (28,289) (29,407) (30,517) Interest income...................................................... 1,405 1,156 1,981 ------------- ------------- ------------- NET INCOME BEFORE MINORITY INTEREST..................................... 36,160 32,719 30,852 MINORITY INTEREST....................................................... 14 13 11 ------------- ------------- ------------- NET INCOME.............................................................. $ 36,146 $ 32,706 $ 30,841 ============= ============= ============= ALLOCATION OF NET INCOME General Partners..................................................... $ 723 $ 654 $ 617 Limited Partner...................................................... 35,423 32,052 30,224 ------------- ------------- ------------- $ 36,146 $ 32,706 $ 30,841 ============= ============= =============
The accompanying notes are an integral part of these consolidated financial statements. 28 CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL Courtyard II Associates, L.P. and Subsidiaries For the Years Ended December 31, 2000, 1999 and 1998 (in thousands)
General Limited Partners Partner Total ------------ ----------- ---------- Balance, December 31, 1997................................................. $ 1,621 $ 79,361 $ 80,982 Capital distributions................................................... (478) (23,998) (24,476) Net Income.............................................................. 617 30,224 30,841 ----------- ----------- ----------- Balance, December 31, 1998................................................. 1,760 85,587 87,347 Capital distributions................................................... (366) (17,991) (18,357) Net income.............................................................. 654 32,052 32,706 ----------- ----------- ----------- Balance, December 31, 1999................................................. 2,048 99,648 101,696 Capital distributions................................................... (616) (30,112) (30,728) Net income.............................................................. 723 35,423 36,146 ----------- ----------- ----------- Balance, December 31, 2000................................................. $ 2,155 $ 104,959 $ 107,114 =========== =========== ===========
The accompanying notes are an integral part of these consolidated financial statements. 29 CONSOLIDATED STATEMENT OF CASH FLOWS COURTYARD II ASSOCIATES, L.P. AND SUBSIDIARIES For the Years Ended December 31, 2000, 1999 and 1998 (in thousands)
2000 1999 1998 ----------- ----------- ----------- OPERATING ACTIVITIES Net income............................................................. $ 36,146 $ 32,706 $ 30,841 Depreciation........................................................... 28,583 27,397 27,895 Amortization of deferred financing costs as interest................... 1,106 1,105 1,106 Loss on disposition of fixed assets.................................... 17 291 -- Minority Interest...................................................... 14 13 11 Amortization of prepaid expenses....................................... 9 9 8 Changes in operating accounts: Due from Courtyard Management Corporation............................ 342 (56) 79 Management fees due to Courtyard Management Corporation.............. (2,357) (609) (415) Accounts payable and accrued liabilities............................. (171) (83) (1,565) Due to Host Marriott Corporation..................................... 729 -- (32) ----------- ----------- ----------- Cash provided by operations...................................... 64,401 60,773 57,928 =========== =========== =========== INVESTING ACTIVITIES Additions to property and equipment, net............................... (13,286) (18,450) (36,110) Change in property improvement fund.................................... (13,517) 1,071 20,734 Working capital returned by Courtyard Management Corporation........... -- -- 2,500 ----------- ----------- ----------- Cash used in investing activities................................ (26,803) (17,379) (12,876) ----------- ----------- ----------- FINANCING ACTIVITIES Capital distributions.................................................. (30,728) (18,357) (24,476) Repayment of principal................................................. (16,642) (15,443) (14,331) ----------- ------------ ----------- Cash used in financing activities................................ (47,370) (33,800) (38,807) ----------- ----------- ----------- (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS.......................... $ (9,772) $ 9,594 $ 6,245 CASH AND CASH EQUIVALENTS at beginning of year............................ 21,527 11,933 5,688 ----------- ----------- ----------- CASH AND CASH EQUIVALENTS at end of year.................................. $ 11,755 $ 21,527 $ 11,933 =========== =========== =========== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest................................................. $ 27,159 $ 28,301 $ 29,412 =========== =========== ===========
The accompanying notes are an integral part of these consolidated financial statements. 30 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Courtyard II Associates, L.P. and Subsidiaries December 31, 2000 and 1999 NOTE 1. THE PARTNERSHIP Description of the Partnership Courtyard II Associates, L.P. and Subsidiaries ("Associates"), a Delaware limited partnership, was formed December 22, 1995. Substantially all of the assets of Associates were contributed to Associates by Courtyard by Marriott II Limited Partnership (the "Partnership") on January 24, 1996, in connection with the Partnership's refinancing (see Note 5). The managing general partner of Associates is Courtyard II Associates Management Corporation (a wholly-owned subsidiary of the Partnership) with a 1% general partner interest and the Partnership owns a 1% general partner interest and a 98% limited partner interest. CBM Funding Corporation ("CBM Funding") a wholly-owned subsidiary of Associates, was formed on December 29, 1995, to make a mortgage loan to Associates in connection with the refinancing (see Note 5). Associates directly owns 69 Courtyard hotels and the land on which certain of the Hotels, as defined below, are located. One hotel located in Deerfield, Illinois (the "Deerfield Hotel"), is owned by CBM Associates II LLC ("Associates II"). Associates hold a 99% membership interest in Associates II and Courtyard II Associates Management Corporation holds the remaining 1% interest in Associates II. The 70 hotel properties (the "Hotels") are located in 29 states in the United States. The Hotels are managed as part of the Courtyard by Marriott hotel system by Courtyard Management Corporation (the "Manager"), a wholly-owned subsidiary of Marriott International, Inc. ("MII"). Partnership Allocations and Distributions Allocations and distributions for Associates are generally made in accordance with the respective ownership interests as follows: (i) 98% to the limited partner, the Partnership and (ii) 1% to each general partner, the Partnership and Courtyard II Associates Management Corporation. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements of Associates present the financial position, results of operations and cash flows of Associates as if it were a separate subsidiary of the Partnership for all periods presented. The Partnership's historical basis in the assets and liabilities contributed to Associates have been recorded on Associates at their carryover basis. Intercompany transactions and balances between Associates and its subsidiaries have been eliminated. Basis of Accounting The records of Associates are maintained on the accrual basis of accounting and its fiscal year coincides with the calendar year. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Working Capital Pursuant to the terms of the management agreement, Associates is required to provide the Manager with working capital to meet the operating needs of the Hotels. The Manager converts cash advanced by Associates into other forms of 31 working capital consisting primarily of operating cash, inventories, and trade receivables and payables which are maintained and controlled by the Manager. Upon termination of the management agreement, the Manager is required to convert working capital into cash and return it to Associates. As a result of these conditions, the individual components of working capital controlled by the Manager are not reflected in the accompanying consolidated balance sheet, but rather are included in Due from Courtyard Management Corporation. Property and Equipment Property and equipment is recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: Buildings and improvements 40 years Leasehold improvements 40 years Furniture and equipment 4-10 years Certain property and equipment is pledged to secure the Certificates/Mortgage Loan. Associates assesses impairment of its real estate properties based on whether estimated undiscounted future cash flows from such properties on an individual hotel basis will be less than their net book value. If a property is impaired, its basis is adjusted to fair market value. There was no such adjustment required at December 31, 2000 or 1999. Deferred Financing Costs Financing costs are amortized using the straight-line method, which approximates the effective interest rate method, over the remaining life of the respective mortgage debt. At December 31, 2000 and 1999, accumulated amortization related to the Certificates, as defined in Note 5, were $5,445,000 and $4,339,000, respectively. Cash and Cash Equivalents Associates considers all highly liquid investments with a maturity of three months or less at date of purchase to be cash equivalents. Restricted Cash Restricted cash represents the real estate tax and insurance reserve established pursuant to the terms of the Certificates/Mortgage Loan as described in Note 5. Ground Rent The land leases include scheduled increases in minimum rents per property. These scheduled rent increases, which are included in minimum lease payments, are being recognized by Associates on a straight-line basis over the lease terms of approximately 80 years. The adjustment included in ground rent expense and Due to Marriott International, Inc. and affiliates to reflect minimum lease payments on a straight-line basis for 2000, 1999 and 1998 totaled $119,000 per year. The related liability is included in Due to MII and affiliates on the accompanying consolidated balance sheet. Income Taxes Provision for Federal taxes has not been made in the accompanying consolidated financial statements since Associates does not pay income taxes, but rather, allocates its profits and losses to the individual partners. Significant differences exist between the net income for financial reporting purposes and the net income reported in the Partnership's tax return. These differences are due primarily to the use for income tax purposes of accelerated depreciation methods, shorter depreciable lives for the assets, differences in the timing of recognition of certain fees and straight-line rent adjustments. As a result of these differences, the excess of the net Partnership liabilities reported in the accompanying consolidated financial statements over the tax basis in the net Partnership liabilities was $507,000 and $2,044,000, respectively as of December 31, 2000 and 1999. 32 Reclassifications Certain reclassifications were made to the prior year financial statements to conform to the 2000 presentation. NOTE 3. PROPERTY AND EQUIPMENT Property and equipment consists of the following as of December 31 (in thousands):
2000 1999 ------------- ------------- Land.............................................. $ 25,541 $ 25,541 Leasehold improvements............................ 307,741 298,855 Building and improvements......................... 256,885 253,108 Furniture and equipment........................... 127,275 157,444 ------------- ------------- 717,442 734,948 Less accumulated depreciation..................... (278,344) (280,536) ------------- ------------- $ 439,098 $ 454,412 ============= =============
NOTE 4. ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS The estimated fair values of financial instruments are shown below. The fair values of financial instruments not included in this table are estimated to be equal to their carrying amounts (in thousands):
As of December 31, 2000 As of December 31, 1999 ---------------------------- ---------------------------- Estimated Estimated Carrying Fair Carrying Fair Amount Value Amount Value ------------- ------------- ------------- ------------- Mortgage debt............................................. $ 339,139 $ 349,230 $ 355,781 $ 347,538 Management fees due to Courtyard Management Corporation................................. $ 31,417 $ 12,367 $ 33,805 $ 14,185
The estimated fair values of debt obligations are based on the quoted market prices at December 31, 2000 and 1999, respectively. Management fees due to the Manager are valued based on the expected future payments from operating cash flow discounted at risk adjusted rates. NOTE 5. MORTGAGE DEBT On January 24, 1996, the Partnership and Associates completed two refinancings of the existing debt through the private placements of $127.4 million of Senior Notes and $410.2 million of multiclass commercial mortgage pass-through certificates, respectively. The Certificates were issued by CBM Funding for an initial principal amount of $410.2 million. Proceeds from the sale of the Certificates were utilized by CBM Funding to provide a mortgage loan (the "Mortgage Loan") to Associates. The Certificates/Mortgage Loan require monthly payments of principal and interest based on a 17-year amortization schedule. The Mortgage Loan matures on January 28, 2008. However, the maturity date of the Certificates/Mortgage Loan may be extended until January 28, 2013 with the consent of 662/3% of the holders of the outstanding Certificates affected thereby. The Certificates were issued in the following classes and pass-through rates of interest. 33 Initial Certificate Pass-Through Class Balance Rate ------------------- -------------------- ------------------ Class A-1 $ 45,500,000 7.550% Class A-2 $ 50,000,000 6.880% Class A-3P & I $ 129,500,000 7.080% Class A-3IO Not Applicable 0.933% Class B $ 75,000,000 7.480% Class C $ 100,000,000 7.860% Class D $ 10,200,000 8.645% The Class A-3IO Certificates require payments of interest only based on a notional balance equal to the Class A-3P & I Certificate balance. The balances of the Certificates were $339.1 million and $355.8 million at December 31, 2000 and 1999, respectively. Principal payments of $16.6 million and $15.4 million on the Certificates were made during 2000 and 1999, respectively. The weighted average interest rate on the Certificates was 7.8% for 2000 and 1999. The Certificates/Mortgage Loan maturities as of December 31, 2000 are as follows (in thousands): 2001............ $ 17,934 2002............ 19,326 2003............ 20,827 2004............ 22,444 2005............ 24,186 Thereafter......... 234,422 ----------- $ 339,139 =========== The Mortgage Loan is secured primarily by 69 cross-defaulted and cross- collateralized mortgages representing first priority mortgage liens on (i) the fee or leasehold interest in 69 of the Hotels (excluding the Deerfield Hotel), related furniture, fixtures and equipment and the property improvement fund, (ii) the fee interest in the land leased from MII or their affiliates on which 53 Hotels are located, (iii) a pledge of Associates membership interest in and the related right to receive distributions from Associates II which owns the Deerfield Hotel and (iv) an assignment of the Management Agreement, as defined below. The Mortgage Loan is non-recourse to Associates, the Partnership and its partners. Operating profit from the Hotels in excess of debt service on the Mortgage Loan is available to be distributed to the Partnership. Amounts distributed to the Partnership are used for the following, in order of priority: (i) for debt service on the Senior Notes, (ii) to fund the Supplemental Debt Service Reserve, if necessary, (iii) to offer to purchase a portion of the Senior Notes at par, if necessary, (iv) for working capital as discussed in Note 7 and (v) for distributions to the partners of the Partnership. The net assets (all of which are restricted) of Associates was $107.3 million and $101.7 million as of December 31, 2000 and 1999, respectively. Prepayments of the Mortgage Loan are permitted with the payment of a premium (the "Prepayment Premium"). The Prepayment Premium is equal to the greater of (i) one percent of the Mortgage Loan being prepaid or (ii) a yield maintenance amount based on a spread of .25% or .55% over the U.S. treasury rate, as defined. Pursuant to the terms of the Certificate/Mortgage Loan, the Partnership is required to establish with the lender a separate escrow account for payments of insurance premiums and real estate taxes for each mortgaged property if the credit rating of MII is downgraded by Standard and Poor's Rating Services. The assumption of additional debt associated with MII's acquisition of Renaissance Hotel Group N.V. resulted in a single downgrade of MII's long-term senior unsecured debt, effective April 1, 1997. The escrow reserve is included in restricted cash and the resulting tax and insurance liability is included in accounts payable and accrued liabilities in the accompanying consolidated balance sheet. The balance in the real estate tax and insurance reserve as of December 31, 2000 and 1999 was $6.3 million. NOTE 6. LEASES The land on which 53 of the Hotels are located is leased from affiliates of MII. In addition, eight of the Hotels are located on land leased from third parties. The land leases have remaining terms (including all renewal options) expiring between the years 2024 and 2068. The MII land leases and the third party land leases provide for rent based on specific percentages (from 2% to 15%) of 34 certain revenue categories subject to minimum amounts. The minimum rentals are adjusted at various anniversary dates throughout the lease terms, as defined in the agreements. The Partnership also rents certain equipment for use in the Hotels. In connection with the mortgage debt refinancing, the Partnership, as lessee, transferred it rights and obligations pursuant to the 53 Hotel ground leases with affiliates of MII to Associates. Additionally, affiliates of MII agreed to defer receipt of their ground lease payments to the extent that the Partnership or Associates has insufficient funds for debt service payments on the Senior Notes and the Mortgage Loan. Minimum future rental payments during the term of these operating leases as of December 31, 2000 are as follows (in thousands): Telephone Lease Land Equipment and Other Year Leases Leases ----------- ----------- ---------------------- 2001 $ 9,616 $ 187 2002 10,054 132 2003 10,348 96 2004 10,381 -- 2005 10,889 -- Thereafter 1,851,156 -- ----------- ------------- $ 1,902,444 $ 415 =========== ============= Total rent expense on land leases was $13,741,000 for 2000, $13,249,000 for 1999 and $12,921,000 for 1998. NOTE 7. MANAGEMENT AGREEMENT To facilitate the refinancing, effective December 30, 1995, the original management agreement was restated into two separate management agreements. Associates entered into a management agreement with the Manager for the 69 Hotels which Associates directly owns and Associates II entered into a management agreement for the Deerfield Hotel which Associates II owns, collectively, (the "Management Agreement"). Term The Management Agreement has an initial term expiring in 2013. The Manager may renew the term, as to one or more of the Hotels, at its option, for up to three successive terms of 10-years each and one final term of five years. The Partnership may terminate the Management Agreement if, during any three consecutive years after 1992, specified minimum operating results are not achieved. However, the Manager may prevent termination by paying to the Partnership the amount by which the minimum operating results were not achieved. Upon the sale of a Hotel, the Management Agreement may be terminated with respect to that Hotel with payment of a termination fee. Prior to December 31, 2007, a maximum of 20 Hotels may be sold free and clear of the Management Agreement with payment of the termination fee. The termination fee is calculated by the Manager as the net present value of reasonably anticipated future incentive management fees. Management Fees The Management Agreement provides for annual payments of (i) the base management fee equal to 3.5% of gross revenues from the Hotels, (ii) the Courtyard management fee equal to 2.5% of gross revenues from the Hotels, and (iii) the incentive management fee equal to 15% of operating profit, as defined (20% of operating profit after the Partners have received refinancing proceeds equal to 50% of the excess of (a) $154,736,842 over (b) cumulative distributions of adjusted sale proceeds). Deferral Provisions One percent of the Courtyard management fee is deferred through maturity of the Senior Notes and the Mortgage Loan to the extent that the Partnership or Associates has insufficient funds for debt service 35 payments on the Senior Notes and the Mortgage Loan. To the extent any Courtyard management fee, base management fee or incentive management fee is deferred, it will be added to deferred management fees. Deferred management fees accrue without interest, and will be payable out of 50% of available cash flow after payment of certain priorities as discussed below. The priority return to the Partnership, as defined, was 9% in 1998 and then 10% for 1999 and thereafter. Operating profit from the Hotels (which reflects the deduction of the base and Courtyard management fees and MII ground rent) will be used to pay the following, in order of priority: (i) debt service on the Senior Notes and Mortgage Loan, (ii) to repay working capital loans to the Manager, (iii) to repay deferred ground rent to affiliates of MII, (iv) to repay ground lease advances to affiliates of MII, (v) the priority return to the Partnership which was 10%, 10% and 9% of invested capital for 2000, 1999 and 1998, respectively, (vi) eighty percent of the remaining operating profit is applied to the payment of current incentive management fees, (vii) to repay advances to the Partnership, (viii) to repay foreclosure avoidance advances to the Manager and (ix) fifty percent of the remaining operating profit to repay deferred management fees to the Manager and fifty percent of remaining operating profit is paid to the Partnership. During 2000 and 1999, $1,878,000 and $609,000, respectively, of deferred incentive management fees were paid. Deferred incentive management fees were $1,682,000 and $3,560,000 as of December 31, 2000 and 1999, respectively. Also, the Partnership paid $510,000 of deferred base management fees during 2000. Therefore, deferred base management fees decreased from $7,904,000 in 1999 to $7,394,000 in 2000. Deferred Courtyard management fees totaled $22,341,000 as of December 31, 2000 and 1999. Chain Services and Marriott's Rewards Program The Manager is required to furnish certain services ("Chain Services") which are generally furnished on a central or regional basis to all hotels managed, owned or leased in the Courtyard by Marriott hotel system. In addition, the Hotels participate in MII's Marriott Reward Program ("MRP"). Chain Services and MRP costs charged to the partnership under the Management Agreement were $14,470,000 in 2000, $14,550,000 in 1999 and $13,755,000 in 1998. Working Capital Associates is required to provide the Manager with working capital to meet the operating needs of the Hotels. The refinancing required certain enhancements to the cash management system of the Manager such that additional working capital may be required for the operation of the Hotels. Upon termination of the Management Agreement, the working capital will be returned to the Partnership. As of December 31, 2000 and 1999, the working capital balance was $4,202,000. The working capital reserve is available for payment of hotel operating expenses in the event that there is a further downgrade in the long-term senior unsecured debt of MII to a level below the rating which was effective April 1, 1997. The obligation to fund the amounts required by the Working Capital Agreement is subordinate to debt service on the Senior Notes and the Mortgage Loan. Property Improvement Funds The Management Agreement provides for the establishment of a repairs and equipment reserve (property improvement fund) for the Hotels. The funding of this reserve is based on a percentage of gross Hotel revenues. The contribution to the property improvement fund was originally established at 5% for all Hotels. In connection with the purchase of the Limited Partnership Units by the Joint Venture, the contribution percentage was increased to 6.5% as of October 24, 2000. 36 NOTE 8. ENVIRONMENTAL CONTINGENCY Based upon a study completed in December 1995, the Partnership has become aware of environmental contamination at one of its fee-owned properties, the Deerfield Hotel, caused by the previous use of the site as a landfill. The property represents less than 2% of the Partnership's total assets and revenues as of December 31, 2000 and for the year ended, respectively. The Partnership is unable to determine the need for remediation, its potential responsibility, if any, for remediation and the extent of the Partnership's possible liability for any remediation costs. The Partnership has obtained environmental insurance. There can be no assurance that the Partnership will not have liability with respect to remediation of contamination at that site. The Partnership does not believe that any of the environmental matters are likely to have a material adverse effect on the business and operations of the Partnership. NOTE 9. LITIGATION The Partnership and the Hotels are involved in routine litigation and administrative proceedings arising in the ordinary course of business, some of which are expected to be covered by liability insurance and which collectively are not expected to have a material adverse effect on the business, financial condition or results of operations of the Partnership. 37 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS The Partnership has no directors or officers. The business and policy making functions of the Partnership are carried out through the managers and executive officers of CBM Two LLC, the General Partner, who are listed below:
Age at Name Current Position December 31, 2000 --------------------------------- --------------------------------------------------- ---------------------- Robert E. Parsons, Jr. President and Manager 45 W. Edward Walter Executive Vice President and Treasurer 45
Business Experience Robert E. Parsons, Jr. joined Host Marriott's Corporate Financial Planning staff in 1981 and was made Assistant Treasurer in 1988. In 1993, Mr. Parsons was elected Senior Vice President and Treasurer of Host Marriott, and in 1995, he was elected Executive Vice President and Chief Financial Officer of Host Marriott. He is also an Executive Vice President and Chief Financial Officer of Host LP and serves as a director, manager and officer of numerous Host Marriott subsidiaries. W. Edward Walter joined Host Marriott in 1996 as Senior Vice President- Acquisitions and in 1998 was made Treasurer of Host Marriott. He is also an Executive Vice President and Treasurer of Host LP and serves as a director, manager and officer of numerous Host Marriott subsidiaries. Prior to joining Host Marriott, Mr. Walter was a partner at Trammell Crow Residential Company and President of Bailey Capital Corporation, a real estate firm focusing on tax exempt real estate investments. ITEM 11. MANAGEMENT REMUNERATION AND TRANSACTIONS As noted in Item 10 above, the Partnership has no directors or officers nor does it have any employees. Under the Partnership Agreement, however, the General Partner has the exclusive right to conduct the business and affairs of the Partnership subject only to the Management Agreement described in Items 1 and 13. The General Partner is required to devote to the Partnership such time as may be necessary for the proper performance of its duties, but the officers and managers of the General Partner are not required to devote their full time to the performance of such duties. No officer or manager of the General Partner devotes a significant percentage of time to Partnership matters. To the extent that any officer or manager does devote time to the Partnership, the General Partner is entitled to reimbursement for the cost of 38 providing such services. For the fiscal years ending December 31, 2000, 1999 and 1998, the Partnership reimbursed CBM Two or CBM Two LLC in the amount of $90,000, $179,000 and $274,000, respectively, for the cost of providing all administrative and other services as general partner. For information regarding all payments made by the Partnership to Host Marriott and subsidiaries, see Item 13, "Certain Relationships and Related Transactions." ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT As of December 31, 2000, CBM Joint Venture LLC, which is a joint venture among Host Marriott, L.P., Rockledge, and Marriott International, Inc. through their wholly owned subsidiaries owned 100% of the 1,470 limited partnership Units. The Joint Venture acquired the Units as part of the Settlement Agreement entered into to resolve litigation filed by limited partners against Host Marriott, MII and several of their subsidiaries. The General Partner, a wholly owned subsidiary of the Joint Venture described above, owns a total of 21.5 Units representing a 1.39% limited partnership interest in the Partnership. The executive officers and managers of the General Partner, Host Marriott, MII and their respective affiliates do not own any units as of December 31, 2000. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Incorporated by reference to the description of the management agreement in Note 7 to the financial statements set forth in Part I. 39 PART IV ITEM 14. EXHIBITS, SUPPLEMENTAL FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) List of Documents Filed as Part of This Report (1) Financial Statements All financial statements of the registrant as set forth under Item 8 of this Report on Form 10-K. (2) Financial Statement Schedules The following financial information is filed herewith on the pages indicated. Schedule I - Condensed Consolidated Financial Information of Registrant Schedule III - Real Estate and Accumulated Depreciation All other schedules are omitted because they are not applicable or the required information is included in the financial statements or notes thereto. (3) Exhibits Exhibit Number Description - -------------- ----------------------------------------------------------- *3.1 Amended and Restated Partnership Agreement of Limited Partnership of Courtyard by Marriott II Limited Partnership (the "Partnership") dated October 30, 1987 *3.2 Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of the Partnership *3.3 Certificate of Limited Partnership of the Partnership *3.4 Amended and Restated Certificate of Incorporation of the Courtyard II Finance Company ("Finance") *3.5 By-laws of Finance 3.6 Agreement of Limited Partnership of Courtyard II Associates, L.P. ("Associates") (Incorporated by reference herein to Exhibit 3.1 to Associates Form S-4 filed with the Commission on March 14, 1996.) 3.7 Certificate of Limited Partnership of Associates (Incorporated by reference herein to Exhibit 3.2 to Associates Form S-4 filed with the Commission on March 14, 1996.) 3.9 By-laws of Funding (Incorporated by reference herein to Exhibit 3.4 to Associates Form S-4 filed with the Commission on March 14, 1996.) 3.10 Second Amendment to the Amended and Restated Agreement of Limited Partnership of the Partnership dated December 28, 1998 40 *4.1 Indenture dated as of January 24, 1996 among the Partnership and Finance and IBJ Schroder Bank & Trust Company (the "Indenture") *4.3 Exchange and Registration Rights Agreement dated as of January 24, 1996 among the Partnership and Finance and Lehman Brothers Inc. *4.4 Intercreditor Agreement dated as of January 24, 1996 among IBJ Schroder Bank & Trust Company, Bankers Trust Company, Marine Midland Bank (the "CMBS Trustee"), the Partnership and Finance, Associates, Courtyard II Associates Management Corporation (the "Managing General Partner") and Funding *4.5 Trust and Servicing Agreement dated as of January 1, 1996 among Funding, Bankers Trust Company and the CMBS Trustee *4.6 Exchange and Registration Rights Agreement dated as of January 24, 1996 among the Partnership, Associates, Funding and Lehman Brothers Inc. *10.1 Amended and Restated Management Agreement dated as of December 30, 1995, between the Partnership and Courtyard Management Corporation (the "Manager") *10.2 Management Agreement dated as of December 30, 1995 between the Partnership and the Manager **10.3 Assignment of Lease and Warranty and Assumption of Obligations between Marriott Corporation and the Partnership dated October 30, 1987 for the Tampa, FL property. Marriott Hotel Land Leases between Holtsinger, Inc. and Bert Chase, Trustee dated June 13, 1968. **10.4 Assignment of Lease and Warranty and Assumption of Obligations between Marriott Corporation and the Partnership dated August 12, 1988 for the Atlanta-Roswell, GA property. Marriott Hotel Land Lease between Marriott Corporation and Roswell Landing Associates dated June 10, 1986. **10.5 Assignment of Lease and Warranty and Assumption of Obligations between Marriott Corporation and the Partnership dated July 15, 1988 for the Norwalk, CT property. Marriott Hotel Land Lease between Marriott Corporation and Mary E. Fabrizio dated January 6, 1986. **10.6 Assignment of Lease and Warranty and Assumption of Obligations between Marriott Corporation and the Partnership dated February 24, 1988 for the Fresno, CA property. Marriott Hotel Land Lease between Marriott Corporation and Richard Erganian, Miche Erganian, Aram Erganian and Aznive Erganian dated June 6, 1984. **10.7 Assignment of Lease and Warranty and Assumption of Obligations between Marriott Corporation and the Partnership dated August 12, 1988 for the Cupertino, CA property. Marriott Hotel Land Lease between Marriott Corporation and Vallco Park, Ltd. dated March 31, 1987. **10.8 Marriott Hotel Land Lease between Marriott Corporation and Pizzagalli Investment Company dated September 22, 1986. **10.9 Assignment of Lease and Warranty and Assumption of Obligations between Marriott Corporation and the Partnership dated May 19, 1989 for the Charlotte South Park, NC property. Marriott Hotel Land Lease between Marriott Corporation and Queens Properties, Inc. dated January 19, 1987. **10.10 Assignment of Lease and Warranty and Assumption of Obligations between Marriott Corporation and the Partnership dated January 27, 1989 for the Philadelphia/Devon, PA property. Marriott Hotel Land Lease between Marriott Corporation and Three Philadelphia/Devon Square Associates dated July 15, 1986. 41 **10.11 Associates received an assignment from the Partnership, which had received an assignment from Host Marriott, of 15 ground leases for land that Host Marriott had previously leased from various affiliates (the "Original Landlords"). The ground leases are identical in all material respects except as to their assignment dates to the Partnership and the rents due (Exhibit A of each ground lease). The schedule below sets forth the terms of each ground lease not filed which differ from the copy of the example ground lease (Hoover, AL) which was previously filed with the Commission. In addition, a copy of Exhibit A was filed for each excluded ground lease. Property State Assignment Date -------- ----- --------------- Foster City CA 10/30/87 Marin/Larkspur Landing CA 10/30/87 Denver/Southeast CO 10/30/87 Atlanta/Perimeter Center GA 02/24/88 Indianapolis/Castleton IN 10/30/87 Lexington/North KY 10/07/88 Annapolis MD 05/19/89 Minneapolis Airport MN 10/30/87 St. Louis/Creve Couer MO 10/30/87 Rye NY 03/29/88 Greenville SC 03/29/88 Memphis Airport TN 10/30/87 Nashville Airport TN 02/24/88 Dallas/Stemmon TX 10/30/87 San Antonio/Downtown TX 03/23/90 **10.12 Associates received an assignment from the Partnership of 38 ground leases which the Partnership had entered into with Marriott International, Inc., ("MII"). The 38 ground leases are identical in all material respects except as to their effective lease dates and the rents due (Exhibit A of each ground lease). The schedule below sets forth the terms of each ground lease not filed which differ from the copy of the example ground lease (Huntsville, AL) which was previously filed with the Commission. In addition, a copy of Exhibit A was filed for each excluded ground lease. Property State Effective Lease Date -------- ----- -------------------- Birmingham/Hoover AL 10/30/87 Huntsville AL 10/30/87 Phoenix/Mesa AZ 04/22/88 Phoenix/Metrocenter AZ 10/01/87 Tucson Airport AZ 12/30/88 Little Rock AR 09/09/88 Bakersfield CA 05/30/88 Hacienda Heights CA 03/30/90 Palm Springs CA 12/20/88 Torrance CA 12/30/88 Boulder CO 11/04/88 Wallingford CT 04/24/90 Ft. Myers FL 11/04/88 Ft. Lauderdale/Plantation FL 12/02/88 St. Petersburg FL 01/26/90 West Palm Beach FL 02/24/89 Atlanta/Gwinnett Mall GA 10/30/87 Chicago/Glenview IL 10/06/89 Chicago/Highland Park IL 07/15/88 Chicago/Waukegan IL 08/12/88 Chicago/Wood Dale Park IL 09/09/88 Kansas City/Overland Park KS 04/21/89 Silver Spring MD 10/07/88 Boston/Andover MA 02/24/89 Detroit Airport MI 02/24/88 Detroit/Livonia MI 03/29/88 St. Louis/Westport MO 10/07/88 Lincroft/Red Bank NJ 07/15/88 Raleigh/Cary NC 08/12/88 Dayton Mall OH 10/30/87 Toledo OH 07/15/88 Oklahoma City Airport OK 10/07/88 Portland/Beaverton OR 05/19/89 Columbia SC 04/21/89 Dallas/Northeast TX 04/22/88 Charlottesville VA 04/21/89 Manassas VA 05/19/89 Seattle/Southcenter WA 05/19/89 42 Detroit Airport MI 02/24/88 Detroit/Livonia MI 03/29/88 St. Louis/Westport MO 10/07/88 Lincroft/Red Bank NJ 07/15/88 Raleigh/Cary NC 08/12/88 Dayton Mall OH 10/30/87 Toledo OH 07/15/88 Oklahoma City Airport OK 10/07/88 Portland/Beaverton OR 05/19/89 Columbia SC 04/21/89 Dallas/Northeast TX 04/22/88 Charlottesville VA 04/21/89 Manassas VA 05/19/89 Seattle/Southcenter WA 05/19/89 ***10.13 Contribution Agreement dated as of January 24, 1996 among the Partnership, the Managing General Partner and Associates ***10.14 Bill of Sale and Assignment and Assumption Agreement dated as of January 24, 1996 by the Partnership to Associates *10.15 Assignment and Assumption of Management Agreement dated as of January 24, 1996 by the Partnership to Associates ***10.16 Contribution Agreement dated as of January 24, 1996 among the Partnership, the Managing General Partner and Courtyard II Associates LLC ("Deerfield LLC") ***10.17 Bill of Sale and Assignment and Assumption Agreement dated as of January 24, 1996 by the Partnership to Deerfield LLC *10.18 Deed to the Courtyard by Marriott Hotel in Chicago/Deerfield, Illinois dated as of January 24, 1996 by the Partnership to Deerfield LLC *10.19 Assignment and Assumption of Management Agreement dated as of January 24, 1996 by the Partnership to Deerfield LLC *10.20 Loan Agreement dated as of January 24, 1996 by and between Associates and Funding *10.21 Mortgage Note, dated as of January 24, 1996, in the principal amount of $410,200,000 by Associates to Funding *10.22 Security Agreement dated as of January 24, 1996 by and between Associates and Funding *10.23 Pledge Agreement dated as of January 24, 1996 by and between Associates and Funding *10.24 Collateral Assignment of Management Agreement and Subordination Agreement dated as of January 24, 1996, by and among Associates, the Manager and Funding *10.25 Amendment of Ground Leases dated as of January 24, 1996 by and among Associates, Marriott International, Inc. and Essex House Condominium Corporation ("Essex") *10.26 Environmental Indemnity Agreement dated as of January 24, 1996 by Associates and the Managing General Partner for the benefit of Funding 43 *10.27 Associates, as mortgagor, and Funding, as mortgagee, entered into 53 fee and leasehold mortgages, each dated as of January 24, 1996. The 53 mortgages are identical in all material respects except as to the underlying property to which they relate and, in certain instances, additional parties thereto. The schedule below sets forth the terms of each mortgage not filed which differ from the copy of the example mortgage (Birmingham/Hoover, AL) which is filed herewith. Property State Additional Party -------- ----- ---------------- Birmingham/Hoover AL Essex Huntsville AL MII Phoenix/Mesa AZ MII Phoenix/Metrocenter AZ MII Tucson Airport AZ MII Little Rock AR MII Bakersfield CA MII Foster City CA MII Hacienda Heights CA MII Marin/Larkspur Landing CA MII Palm Springs CA MII Torrance CA MII Boulder CO MII Denver/Southeast CO Essex Wallingford CT MII Ft. Myers FL MII Ft. Lauderdale/Plantation FL MII St. Petersburg FL MII West Palm Beach FL MII Atlanta/Gwinnett Mall GA MII Atlanta/Perimeter Center GA Essex Chicago/Glenview IL MII Chicago/Highland Park IL MII Chicago/Waukegan IL MII Chicago/Wood Dale IL MII Indianapolis/Castleton IN Essex Kansas City/Overland Park KS MII Lexington/North KY Essex Annapolis MD Essex and the Partnership Silver Spring MD MII and the Partnership Boston/Andover MA MII Detroit Airport MI MII Detroit/Livonia MI MII Minneapolis Airport MN Essex St. Louis/Creve Couer MN Essex St. Louis/Westport MO MII Lincroft/Red Bank NJ MII Rye NY Essex Raleigh/Cary NC MII Dayton Mall OH MII Toledo OH MII Oklahoma City Airport OK MII Portland/Beaverton OR MII Columbia SC MII Greenville SC Essex Memphis Airport TN Essex Nashville Airport TN Essex Dallas/Northeast TX MII Dallas/Stemmons TX Essex San Antonio/Downtown TX Essex 44 Charlottesville VA MII Manassas VA MII Seattle/Southcenter WA MII *10.28 Associates, as mortgagor, and Funding, as mortgagee, entered into 16 fee leasehold mortgages, each dated as of January 24, 1996. The 16 mortgages are identical in all material respects except as to the underlying property to which they relate. The schedule below sets forth the terms of each mortgage not filed which differ from the copy of the example mortgage (Birmingham/Homewood, AL) which is filed herewith. Property State -------- ----- Birmingham/Homewood AL Cupertino CA Fresno CA Denver Airport CO Norwalk CT Tampa/Westshore FL Atlanta Airport South GA Atlanta/Roswell GA Arlington Heights South IL Chicago/Lincolnshire IL Chicago/Oakbrook Terrace IL Rockford IL Poughkeepsie NY Charlotte/South Park NC Philadelphia/Devon PA Dallas/Plano TX *10.29 Assignment of Loan Documents dated as of January 24, 1996 by Funding to the CMBS Trustee 10.30 Assignment and Assumption of Management Agreement dated as of January 24, 1996 by the Partnership to Associates with attached Management Agreement (Incorporated by reference herein to Exhibit 10.1 to Associates Form S-4 filed with the Commission on March 14, 1996.) 10.31 Working Capital Maintenance Agreement dated as of January 24, 1996, by and among the Partnership, Associates, and the Manager. (Incorporated by reference to the exhibit previously filed as exhibit number 10.23 in Amendment No. 1 to Form S-4 Exchange Offer filed by CBM Funding and Associates with the Commission in May 10, 1996.) * 21.1 Subsidiaries of the Partnership _______________________ * Incorporated herein by reference to the same numbered exhibit in the Partnership's and Finance's Registration Statement on Form S-4 for 10 3/4% Series B Senior Secured Notes due 2008, previously filed with the Commission on March 7, 1996. ** Incorporated by reference to the same numbered exhibit in the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. *** Incorporated by reference to the same numbered exhibit to Amendment No. 1 to the Form S-4 Registration Statement previously filed with the Commission by the Partnership on April 25, 1996. (b) Reports on 8-K None. 45 SCHEDULE I Page 1 of 4 COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF REGISTRANT CONDENSED CONSOLIDATED BALANCE SHEET December 31, 2000 and 1999 (in thousands)
2000 1999 --------------- --------------- ASSETS Investments in restricted subsidiaries........................................................ $ 107,114 $ 101,696 Other assets.................................................................................. 3,355 3,806 Restricted cash............................................................................... 12,091 11,981 Cash and cash equivalents..................................................................... 1,756 1,814 --------------- -------------- Total Assets............................................................................ 124,316 $ 119,297 ============== =============== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) LIABILITIES Debt........................................................................................ 127,400 $ 127,400 Accounts payable and accrued expenses....................................................... 6,161 6,769 --------------- --------------- Total liabilities....................................................................... 133,561 134,169 --------------- --------------- PARTNERS' CAPITAL (DEFICIT) General Partner Capital contribution....................................................................... 11,356 11,306 Cumulative net losses...................................................................... (1,669) (2,717) Capital distributions...................................................................... (278) (278) --------------- --------------- 9,409 8,311 --------------- --------------- Limited Partners Capital contributions, net of offering costs of $17,189.................................. 130,014 129,064 Cumulative net losses.................................................................... (31,710) (51,627) Capital distributions.................................................................... (116,805) (100,467) Investor notes receivable................................................................ (153) (153) --------------- --------------- (18,654) (23,183) --------------- --------------- Total Partners' Deficit................................................................ (9,245) (14,872) --------------- --------------- $ 124,316 $ 119,297 =============== ===============
The Notes to Consolidated Financial Statements of Courtyard by Marriott II Limited Partnership are an integral part of these statements. See Accompanying Notes to Condensed Consolidated Financial Information. 46 SCHEDULE I Page 2 of 4 COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF REGISTRANT CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS For the Years Ended December 31, 2000, 1999 and 1998 (in thousands)
2000 1999 1998 ----------- ----------- ----------- Revenues.......................................................... $ -- $ -- $ -- Operating costs and expenses...................................... -- -- -- ----------- ----------- ----------- Operating profit before Partnership expenses and interest......... -- -- -- Interest income................................................... 709 588 695 Interest expense.................................................. (14,172) (14,170) (14,169) Partnership expense............................................... (1,619) (1,299) (428) Property taxes.................................................... (113) -- -- ----------- ----------- ----------- Loss before equity in earnings of restricted subsidiaries......... (15,195) (14,881) (13,902) Equity in earnings of restricted subsidiaries..................... 36,160 32,719 30,852 ----------- ----------- ----------- Net income................................................... $ 20,965 $ 17,838 $ 16,950 =========== =========== ===========
The Notes to Consolidated Financial Statements of Courtyard by Marriott II Limited Partnership are an integral part of these statements. See Accompanying Notes to Condensed Consolidated Financial Information. 47 SCHEDULE I Page 3 of 4 COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF REGISTRANT CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS For the Years Ended December 31, 2000, 1999 and 1998 (in thousands)
2000 1999 1998 ---------- ----------- ----------- Cash used in operations.................................... $ (15,448) $ (13,640) $ (13,440) INVESTING ACTIVITIES Dividends from restricted subsidiaries, net.............. 30,728 18,357 24,476 Change in working capital reserve........................ -- (53) (2,925) ----------- ----------- ----------- Cash provided by investing activities................ 30,728 18,304 21,551 ----------- ----------- ----------- FINANCING ACTIVITIES Capital distributions.................................... (16,338) (8,820) (10,143) Capital contributions.................................... 1,000 -- -- ----------- ----------- ----------- Cash used in financing activities.................... (15,338) (8,820) (10,143) ----------- ----------- ----------- DECREASE IN CASH AND CASH EQUIVALENTS...................... (58) (4,156) (2,032) CASH AND CASH EQUIVALENTS at beginning of year............. 1,814 5,970 8,002 ----------- ----------- ----------- CASH AND CASH EQUIVALENTS at end of year................... $ 1,756 $ 1,814 $ 5,970 =========== =========== =========== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest on debt....................... $ 13,696 $ 13,705 $ 13,702 =========== =========== ===========
The Notes to Consolidated Financial Statements of Courtyard by Marriott II Limited Partnership are an integral part of these statements. See Accompanying Notes to Condensed Consolidated Financial Information. 48 SCHEDULE I Page 4 of 4 COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF REGISTRANT NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS A) The accompanying condensed financial information of Courtyard by Marriott II Limited Partnership (the "Partnership") presents the financial position, results of operations and cash flows of the Partnership with the investment in, and operations of, consolidated subsidiaries with restricted net assets accounted for on the equity method of accounting. On January 24, 1996, the Partnership completed a refinancing of the Partnership's existing debt through the private placement of $127.4 million of senior secured notes (the "Senior Notes") and $410.2 million of multi- class commercial mortgage pass-through certificates (the "Certificates"). In connection with the refinancing, the limited partners approved certain amendments to the partnership agreement and the management agreement. The partnership agreement amendment, among other things, allowed for the formation of certain subsidiaries of the Partnership, including Courtyard II Finance Company ("Finance"), a wholly-owned subsidiary of the Partnership, who along with the Partnership is the co-issuer of the Senior Notes. Additionally, the Partnership formed a wholly-owned subsidiary, Courtyard II Associates Management Corporation ("Managing General Partner"). Managing General Partner was formed to be the managing general partner with a 1% general partner interest in Courtyard II Associates, L.P. ("Associates"), a Delaware limited partnership. The Partnership owns a 1% general partner interest and a 98% limited partner interest in Associates. On January 24, 1996, the Partnership contributed 69 Hotels and their related assets to Associates. Formation of Associates resulted in the Partnership's primary assets being its direct and indirect interest in Associates. Substantially all of Associates' net equity is restricted to distributions, loans or advances to the Partnership. Associates holds a 99% membership interest in CBM Associates II LLC ("Associates II") and Managing General Partner holds the remaining 1% membership interest. On January 24, 1996, the Partnership contributed the Hotel located in Deerfield, IL (the "Deerfield Hotel") and its related assets to Associates and the Managing General Partner simultaneously contributed the Hotel and its related assets to Associates II. CBM Funding Corporation ("CBM Funding"), a wholly-owned subsidiary of Associates, was also formed to make a mortgage loan (the "Mortgage Loan") to Associates from the proceeds of the sale of the Certificates. Associates is a restricted subsidiary of the Partnership and is accounted for under the equity method of accounting on the accompanying condensed financial information of the Partnership. B) As discussed above, on January 24, 1996, the Senior Notes of $127.4 million were issued by the Partnership and Finance. The Senior Notes bear interest at 10 3/4%, require semi-annual payments of interest and require no payments of principal until maturity on February 1, 2008. The Senior Notes are secured by a first priority pledge by the Partnership of (i) its 99% partnership interest (consisting of a 98% limited partner interest and a 1% general partner interest) in Associates and (ii) its 100% equity interest in the Managing General Partner. Finance has nominal assets, does not conduct any operations and does not provide any additional security for the Senior Notes. In connection with Host Marriott's conversion to a REIT, a change of control occurred when Host Marriott ceased to own, directly or indirectly, all of the outstanding equity interest of the sole general partner of the Partnership. Although such a change of control has occurred, Host REIT continues to own, indirectly, a substantial majority of the economic interest in CBM Two LLC, the current General Partner of the Partnership and, through Host LP, has certain voting rights with respect to CBM Two LLC. 49 The change in control described above resulted in a "Change in Control" under the indenture governing the Senior Notes. As a result, in accordance with the terms of the indenture, Host LP commenced a tender offer for the Senior Notes at a purchase price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to February 18, 1999. The tender offer was commenced on January 14, 1999 and expired on February 12, 1999. No Senior Notes were tendered to Host LP in connection with the tender offer. C) The accompanying statement of operations reflect the equity in earnings of restricted subsidiaries after elimination of interest expense (see Note B). 50 SCHEDULE III COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2000 (in thousands)
Initial Costs Gross Amount at December 31, 2000 ---------------------- ---------------------------------------------------- Subsequent Leasehold, Buildings & Costs Buildings & Accumulated Description Encumbrances Land Improvements Capitalized Land Improvements Total Depreciation - ----------- ------------ ------ ------------ ----------- ------ ------------ ------- -------------- 70 Courtyard by Marriott Hotels $ 355,781 $25,392 $ 493,565 $ 69,261 $25,541 $ 562,676 $ 588,218 $ 180,451 ============ ======= ============ ============= ======= ============ ========= =============
Date of Completion of Date Depreciation Construction Acquired Life -------------- ---------- --------------- 70 Courtyard by 1987-1990 1987-1990 40 years Marriott Hotels
Notes: 1998 1999 2000 - ----- ------------- ------------- ------------- (a) Reconciliation of Real Estate: Balance at beginning of year.................................. $ 555,164 $ 567,776 $ 577,504 Capital Expenditures.......................................... 14,710 9,740 10,751 Dispositions/reclassifications................................ (2,098) (12) (37) ------------- ------------- ------------- Balance at end of year........................................ $ 567,776 $ 577,504 $ 588,218 ============= ============= ============= (b) Reconciliation of Accumulated Depreciation: Balance at beginning of year.................................. $ 128,448 $ 145,070 161,980 Depreciation.................................................. 16,622 16,910 18,471 ------------- ------------- ------------- Balance at end of year........................................ $ 145,070 $ 161,980 $ 180,451 ============= ============= =============
(c) The aggregate cost of land, buildings and improvements for Federal income tax purposes is approximately $582.4 million at December 31, 2000. 51 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on this 28/th/ day of March, 2000. COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP By: CBM TWO LLC General Partner /s/ Mathew J. Whelan ---------------------------------- Mathew J. Whelan Vice President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and the capacities and on the date indicated above.
Signature Title - --------- ----- (CBM TWO LLC) /s/ Robert E. Parsons, Jr. - ------------------------------------ President and Manager Robert E. Parsons, Jr. /s/ W. Edward Walter - ------------------------------------ Executive Vice President and Treasurer W. Edward Walter
52 EX-3.1 2 dex31.txt 2ND AMEND TO RESTATED AGREEMENT OF LP Exhibit 3.10 SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP THIS SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF COURTYARD BY MARRIOTT II LIMITED PARTNERSHIP (this "Second Amendment"), dated as of December 28, 1998, is entered into by CBM Two LLC, a Delaware limited liability company, as general partner (the "General Partner"), of Courtyard By Marriott II Limited Partnership (the "Partnership"), for itself and on behalf of the limited partners of the Partnership. WHEREAS, the Partnership was formed pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on August 31, 1987; WHEREAS, in connection with certain restructuring transactions involving its parent company, CBM Two Corporation merged with and into the General Partner, a newly formed Delaware limited liability company; and WHEREAS, in accordance with Section 11.02 of the Partnership Agreement, the General Partner wishes to amend the Partnership Agreement to reflect its successor name by merger and to make certain clean up changes. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the General Partner hereby amends the Partnership Agreement as follows: 1. The introductory paragraph of the Partnership Agreement is hereby amended to replace the phrase "CBM Two Corporation, a Delaware corporation" with the phrase "CBM Two LLC, a Delaware limited liability company." 2. The definitions of "General Partner" and "Host" in Section 1.01 of the Partnership Agreement are hereby amended and restated in their entirety as follows: "General Partner" means CBM Two LLC, a Delaware limited liability company, in its capacity as general partner of the Partnership, and its successors and assigns. "Host" means Host Marriott Corporation, a Delaware corporation, and its successors and assigns. 3. Section 3.01 of the Partnership Agreement is hereby amended and restated in its entirety as follows: Section 3.01. General Partner. The General Partner of the Partnership is and shall be CBM Two LLC, a Delaware limited liability company, in its capacity as general partner of the Partnership, and its successors and assigns, having its principal executive offices at 10400 Fernwood Road, Bethesda, Maryland 20817. 4. All defined terms contained in this Second Amendment, unless otherwise defined herein, shall have the meaning contained in the Partnership Agreement. Except as modified herein, all terms and conditions of the Partnership Agreement shall remain in full force and effect, which terms and conditions the General Partner hereby ratifies and affirms. [Page Break Intentionally Inserted] IN WITNESS WHEREOF, the undersigned has executed this Second Amendment as of the date first set forth above. CBM TWO LLC, as the successor General Partner of Courtyard By Marriott II Limited Partnership and on behalf of existing Limited Partners /s/ Donald D. Olinger ------------------------------------------ Donald D. Olinger Vice President 55 -----END PRIVACY-ENHANCED MESSAGE-----