HOST MARRIOTT CORPORATION
Consolidated Balance Sheets (a)
(unaudited, in millions, except share amounts)
September 10, December 31,
2004
2003
ASSETS
Property and equipment, net
$7,393
$7,085
Assets held for sale
-
73
Notes and other receivables
54
54
Due from managers
64
62
Investments in affiliates (b)
78
74
Deferred financing costs, net
75
82
Furniture, fixture and equipment
replacement fund
149
144
Other
128
138
Restricted cash
126
116
Cash and cash equivalents (c)
317
764
Total assets
$8,384
$8,592
LIABILITIES AND STOCKHOLDERS' EQUITY
Debt
Senior notes, including
$491 million,
net of discount,
of Exchangeable
Senior Debentures
as of
September 10, 2004
$2,893
$3,180
Mortgage debt
2,080
2,205
Convertible Subordinated
Debentures (b) 492
-
Other
99
101
Total debt
5,564
5,486
Accounts payable and accrued expenses
134
108
Liabilities associated with assets
held for sale
-
2
Other
140
166
Total liabilities
5,838
5,762
Interest of minority partners of Host
Marriott L.P.
125
130
Interest of minority partners of
other consolidated partnerships
87
89
Company-obligated mandatorily
redeemable convertible preferred
securities of a subsidiary whose
sole assets are convertible
subordinated debentures due
2026
("Convertible Preferred Securities")
(b) -
475
Stockholders' equity
Cumulative redeemable
preferred stock
(liquidation preference
$350 million
and $354 million,
respectively), 50
million shares authorized;
14.0
million shares and
14.1 million
shares issued and
outstanding,
respectively (c)
337
339
Common stock, par value
$.01, 750
million shares authorized;
348.3
million shares and
320.3 million
shares issued and
outstanding,
respectively
3
3
Additional paid-in capital
2,928
2,617
Accumulated other comprehensive
income
28
28
Deficit
(962)
(851)
Total stockholders'
equity
2,334
2,136
Total liabilities
and stockholders' equity $8,384
$8,592
(a) Our consolidated balance sheet
as of September 10, 2004 has been
prepared without
audit. Certain information and footnote disclosures
normally included
in financial statements presented in accordance with
GAAP have
been omitted. The consolidated balance sheets should be read
in conjunction
with the consolidated financial statements and notes
thereto included
in our Annual Report on Form 10-K and as amended from
time to time
in other filings with the SEC.
(b) We adopted Financial Interpretation
No. 46 "Consolidation of Variable
Interest Entities"
(FIN 46) in 2003. Under FIN 46, our limited purpose
trust subsidiary
that was formed to issue trust-preferred securities
(the Convertible
Preferred Securities Trust) was accounted for on a
consolidated
basis as of December 31, 2003 since we were the primary
beneficiary
under FIN 46.
In December 2003, the FASB issued a revision to FIN 46,
which we refer to as FIN 46R. Under FIN 46R, we are not the primary beneficiary
and we are required to deconsolidate the accounts of the Convertible Preferred
Securities Trust. We adopted the provisions of FIN 46R on January 1, 2004.
As a result, we recorded the $492 million in debentures (the Convertible
Subordinated Debentures) issued by the Convertible Preferred Securities
Trust and eliminated the $475 million of Convertible Preferred Securities
that were previously classified in the mezzanine section of our consolidated
balance sheet prior to January 1, 2004. The difference of $17 million is
our investment in the Convertible Preferred Securities Trust, which is
included in "Investments in affiliates" on our consolidated balance sheet.
Additionally, we classified the related dividend payment of approximately
$7 million and $22 million for the third quarter and year-to-date 2004,
respectively, as interest expense. We adopted FIN 46R prospectively and,
therefore, did not restate prior periods. The adoption of FIN 46R
had no effect on our net loss, loss per diluted share or the financial
covenants under our senior notes indentures.
(c) On August 3, 2004, we redeemed
all 4.16 million shares of the
outstanding
10% Class A cumulative redeemable preferred stock ("Class
A preferred
stock") at a redemption price of $25.00 per share plus
dividends
accrued to that date.
HOST MARRIOTT CORPORATION
Consolidated Statements of Operations (a)
(unaudited, in millions, except per share amounts)
Quarter ended Year-to-date ended
Sept. 10, Sept. 12, Sept. 10, Sept. 12,
2004 2003 2004
2003
Revenues
Rooms
$506 $441 $1,519
$1,371
Food and beverage
226 209 780
716
Other
57 47
167 154
Total hotel sales
789 697 2,466
2,241
Rental income (b)
21 20
74 71
Other income
- 10
- 12
Total revenues
810 727 2,540
2,324
Expenses
Rooms
132 119 381
345
Food and beverage
190 173 594
544
Hotel departmental expenses
237 214 693
635
Management fees
30 27
101 94
Other property-level expenses
(b) 71
70 211
215
Depreciation and amortization
85 82
250 247
Corporate expenses
18 14
43 39
Total expenses
763 699 2,273
2,119
Operating profit
47 28
267 205
Interest income
3 2
8 7
Interest expense, including interest
expense for the Convertible
Subordinated Debentures in 2004
(c) (109) (108)
(357) (324)
Net gains on property transactions
5 1
10 4
Loss on foreign currency and
derivative contracts
(2) -
(2) (2)
Minority interest income
4 9
2 11
Equity in losses of affiliates
(4) (4) (12)
(13)
Dividends on Convertible Preferred
Securities (c)
- (7)
- (22)
Loss before income taxes
(56) (79) (84)
(134)
Benefit for income taxes
10 12
2 10
Loss from continuing operations
(46) (67) (82)
(124)
Income (loss) from discontinued
operations (d)
(1) 3
21 12
Loss before cumulative effect of a
change in accounting principle
(47) (64) (61)
(112)
Cumulative effect of adoption of SFAS
No. 150 (e)
- (24)
- (24)
Net loss
(47) (88) (61)
(136)
Less: Dividends on preferred
stock (9)
(9) (28) (27)
Issuance costs of redeemed Class
A
preferred stock (f)
(4) -
(4) -
Net loss available to common
stockholders
$(60) $(97) $(93)
$(163)
Basic and diluted loss per common
share (g)
$(0.17) $(0.35) $(0.28) $(0.61)
(a) Our consolidated statements of
operations presented above have been
prepared without
audit. Certain information and footnote disclosures
normally included
in financial statements presented in accordance with
GAAP have
been omitted. The consolidated statements of operations
should be
read in conjunction with the consolidated financial
statements
and notes thereto included in our Annual Report on Form 10-
K and as amended
from time to time in other filings with the SEC.
(b) Rental income and expense are
as follows:
Quarter ended Year-to-date ended
Sept. 10, Sept. 12, Sept. 10, Sept. 12,
2004 2003 2004
2003
Rental income
$3 $3
$21 $20
Full-service
18 17
53 51
Limited service and office buildings
$21 $20 $74
$71
Rental and other expenses (included
in other property-level expenses)
$2 $2
$5 $5
Full-service
18 17
54 50
Limited service and office buildings
$20 $19 $59
$55
(c) See discussion of FIN 46R in footnote
(b) to the consolidated balance
sheet. Interest
expense also includes approximately $14 million and
$59 million
for the third quarter and year-to-date 2004, respectively,
and $2 million
for both the third quarter and year-to-date 2003,
respectively,
for the payment of call premiums and the acceleration of
deferred financing
costs on debt redemptions and repayments.
(d) Reflects the results of operations
and gain (loss) on sale, net of the
related income
tax, for seven properties sold in 2004 and eight
properties
sold in 2003.
(e) We adopted SFAS No. 150 "Accounting
for Certain Financial Instruments
with Characteristics
of both Liabilities and Equity" on June 21, 2003
and recorded
a loss of $24 million as a cumulative effect of change in
accounting
principle in the third quarter of 2003. Subsequently, on
November 7,
2003, the Financial Accounting Standards Board (FASB)
issued a FASB
Staff Position (FSP) 150-3 indefinitely deferring the
application
of a portion of SFAS 150 with respect to minority
interests
in consolidated ventures entered into prior to November 5,
2003, effectively
reversing its guidance of October 8, 2003. In
accordance
with the FSP 150-3, we recorded a gain from a cumulative
effect of
a change in accounting principle of $24 million in the
fourth quarter
of 2003, reversing the impact of our adoption of SFAS
150 with respect
to consolidated ventures with finite lives.
(f) On July 31, 2003, the SEC issued
a clarification of Emerging Issues
Task Force
Topic D-42, "The Effect on the Calculation of Earnings per
Share for
the Redemption or Induced Conversion of Preferred Stock."
Topic D-42
provides, among other things, that any excess of the fair
value of the
consideration transferred to the holders of preferred
stock redeemed
over the carrying amount of the preferred stock should
be subtracted
from net earnings to determine net earnings available to
common stockholders
in the calculation of earnings per share. The
SEC's clarification
of the guidance in Topic D-42 provides that the
carrying amount
of the preferred stock should be reduced by the
related original
issuance costs.
For example,
the carrying amount of the Class A preferred stock was approximately $100
million, which was net of $4 million of our original issuance costs. On
August 3, 2004, the fair value paid, or $104 million (which was equal to
the redemption price and par value) exceeded the carrying value of the
preferred stock by approximately $4 million, which represents the original
issuance costs. Accordingly, this amount has been included in the
determination of net loss available to common stockholders for the purpose
of calculating our basic and diluted loss per share.
(g) On September 30, 2004, the Emerging
Issues Task Force, or EITF,
confirmed
their tentative conclusion on EITF Issue No. 04-8, "The
Effect of
Contingently Convertible Debt on Diluted Earnings per
Share." The
EITF has requested that the FASB ratify their conclusion.
EITF 04-8
requires contingently convertible debt instruments to be
included in
diluted earnings per share, if dilutive, regardless of
whether a
market price contingency for the conversion of the debt into
common shares
or any other contingent factor has been met. Prior to
this consensus,
such instruments were excluded from the calculation
until one
or more of the contingencies were met. EITF 04-8 may be
effective
for reporting periods ending after December 15, 2004, and
would likely
require restatement of prior period earnings per share
amounts.
Should the
FASB make EITF 04-8 effective, we would include the common shares that
are convertible from our Exchangeable Senior Debentures issued in March
of this year, if dilutive, in our earnings (loss) per share. As of
the third quarter, the Exchangeable Senior Debentures would be anti-dilutive
for both the quarter and year-to-date ended September 10, 2004 for loss
per share. However, there are no assurances that EITF 04-8 will become
effective and, if it does become effective, the final consensus may differ
from what is detailed above.
HOST MARRIOTT CORPORATION
Loss per Common Share
(unaudited, in millions, except per share amounts)
Quarter ended
Quarter ended
September 10, 2004 September
12, 2003
Income
Income
Per (loss)
Per
(loss) Shares Share
(Numer-) Shares Share
(Numerator) (Denominator) Amount (ator) (Denominator) Amount
Net loss
$(47) 348.7 $(0.13)
$(88) 275.6 $(0.32)
Dividends on
preferred
stock
(9) -
(0.03) (9)
- (0.03)
Issuance costs
of redeemed
Class A
preferred
stock (a)
(4) -
(0.01) -
- -
Basic and diluted
loss available
to common
stockholders
per share (b)(c) $(60)
348.7 $(0.17) $(97) 275.6
$(0.35)
Year-to-date ended
Year-to-date ended
September 10, 2004
September 12, 2003
Income
Income
Per (loss)
Per
(loss) Shares Share
(Numer-) Shares Share
(Numerator) (Denominator) Amount (ator) (Denominator) Amount
Net loss
$(61) 331.5 $(0.18)
$(136) 268.1 $(0.51)
Dividends on
preferred
stock
(28) -
(0.09) (27)
- (0.10)
Issuance costs
of redeemed
Class A
preferred
stock (a)
(4) -
(0.01) -
- -
Basic and diluted
loss available
to common
stockholders
per share (b)(c) $(93)
331.5 $(0.28) $(163) 268.1
$(0.61)
(a) For discussion on accounting treatment,
see footnote (f) to the
consolidated
statement of operations.
(b) Basic loss per common share is
computed by dividing net loss available
to common
stockholders by the weighted average number of shares of
common stock
outstanding. Diluted loss per common share is computed by
dividing net
loss available to common stockholders as adjusted for
potentially
dilutive securities, by the weighted average number of
shares of
common stock outstanding plus other potentially dilutive
securities.
Dilutive securities may include shares granted under
comprehensive
stock plans, those preferred OP Units held by minority
partners,
other minority interests that have the option to convert
their limited
partnership interests to common OP Units and the
Convertible
Subordinated Debentures. No effect is shown for any
securities
that are anti-dilutive. EITF 04-08 may become effective in
the fourth
quarter and, as a result, the Exchangeable Senior
Debentures
would be included as a potentially dilutive security. For
details, see
footnote (g) to the consolidated statement of operations.
(c) Our results for the periods presented
were significantly affected by
several items.
For details, see footnote (d) to the table reconciling
net loss available
to common stockholders to FFO per diluted share
included in
this press release.
HOST MARRIOTT CORPORATION
Comparable Hotel Operating Data
Comparable Hotels by Region (a)
(unaudited)
As of
September 10, 2004 Quarter ended September 10, 2004
Average
No. of No. of Average
Occupancy
Properties Rooms Daily Rate Percentages
RevPAR
Pacific
20 10,720 $141.16
78.0% $110.08
Florida
12 7,337
132.70 67.3
89.32
Mid-Atlantic
10 6,720
175.44 81.3
142.56
Atlanta
13 5,940
138.42 67.8
93.80
North Central
13 4,923
122.41 73.9
90.47
South Central
7 4,816
112.27 73.2
82.13
DC Metro
11 4,297
146.10 73.0
106.67
New England
7 3,413
147.31 79.8
117.55
Mountain
7 2,861
93.43 65.3
61.02
International
5 1,953
122.97 73.4
90.28
All Regions
105 52,980
138.12 73.8
101.92
Quarter ended September 12, 2003
Average
Percent
Average Occupancy
Change in
Daily Rate Percentages RevPAR
RevPAR
Pacific
$138.79 73.6%
$102.12 7.8%
Florida
124.48 64.8
80.67 10.7
Mid-Atlantic
164.24 75.0
123.19 15.7
Atlanta
128.82 68.4
88.15 6.4
North Central
124.06 74.1
91.96 (1.6)
South Central
114.90 74.4
85.52 (4.0)
DC Metro
142.72 73.1
104.33 2.2
New England
135.95 72.3
98.27 19.6
Mountain
91.50 65.8
60.25 1.3
International
119.90 65.2
78.18 15.5
All Regions
132.68 71.2
94.49 7.9
As of
Year-to-date ended
September 10, 2004
September 10, 2004
Average
No. of No. of Average
Occupancy
Properties Rooms Daily Rate Percentages
RevPAR
Pacific
20 10,720 $148.72
75.3% $111.95
Florida
12 7,337
164.82 73.6
121.37
Mid-Atlantic
10 6,720
178.16 77.6
138.28
Atlanta
13 5,940
141.13 68.9
97.22
North Central
13 4,923
119.33 68.6
81.82
South Central
7 4,816
129.73 77.0
99.83
DC Metro
11 4,297
151.13 73.6
111.21
New England
7 3,413
141.61 73.4
103.96
Mountain
7 2,861
103.31 63.4
65.46
International
5 1,953
120.72 72.8
87.83
All Regions
105 52,980
146.27 73.1
107.00
Year-to-date ended September 12, 2003
Average
Percent
Average Occupancy
Change in
Daily Rate Percentages RevPAR
RevPAR
Pacific
$149.84 68.9%
$103.26 8.4%
Florida
161.78 70.9
114.78 5.7
Mid-Atlantic
171.69 73.4
125.96 9.8
Atlanta
136.50 66.9
91.31 6.5
North Central
121.38 67.4
81.78 -
South Central
131.40 76.9
100.99 (1.2)
DC Metro
144.21 71.9
103.73 7.2
New England
139.13 67.7
94.19 10.4
Mountain
100.62 64.5
64.86 0.9
International
113.48 63.2
71.73 22.5
All Regions
143.71 69.8
100.35 6.6
Comparable Hotel Operating Statistics
We present certain operating statistics (i.e., RevPAR,
average daily rate and average occupancy) and operating results (revenues,
expenses and adjusted operating profit) for the periods included in this
report on a comparable hotel basis. We define our comparable hotels as
full-service properties (i) that are owned or leased by us and the operations
of which are included in our consolidated results, whether as continuing
operations or discontinued operations, for the entirety of the reporting
periods being compared, and (ii) that have not sustained substantial property
damage or undergone large-scale capital projects during the reporting periods
being compared. Of the 112 full-service hotels that we owned as of September
10, 2004, 105 have been classified as comparable hotels. The operating
results of the following seven hotels that we owned as of September 10,
2004 are excluded from comparable hotel results for these periods:
* the JW Marriott, Washington, D.C.
(consolidated in our financial statements beginning in the second quarter
of 2003);
* the Hyatt Regency Maui Resort and
Spa (acquired in November 2003);
* the Memphis Marriott (construction
of a 200-room expansion started in 2003 and completed in 2004);
* the Embassy Suites Chicago Downtown-Lakefront
Hotel (acquired in April 2004);
* the Fairmont Kea Lani Maui (acquired
in July 2004);
* the Newport Beach Marriott Hotel
(major renovation started in July
2004); and
* Mountain Shadows Resort Hotel (closed
in September 2004).
In addition, the operating results of the 15 hotels we
disposed of in 2004 and 2003 are also not included in comparable hotel
results for the periods presented herein. Moreover, because these statistics
and operating results are for our full-service hotel properties, they exclude
results for our non- hotel properties and leased limited-service hotels.
HOST MARRIOTT CORPORATION
Comparable Hotel Operating Data
Schedule of Comparable Hotel Results (a)
(unaudited, in millions, except hotel statistics)
Quarter ended
Year-to-date ended
September 10, September 12, September 10, September 12,
2004 2003
2004 2003
Number of hotels
105 105
105 105
Number of rooms
52,980 52,980
52,980 52,980
Percent change in
comparable hotel
RevPAR
7.9%
6.6%
Operating profit
margin under
GAAP (b)
5.8% 3.9%
10.5% 8.8%
Comparable hotel
adjusted operating
profit margin (c)
17.5% 16.2%
21.7% 21.2%
Comparable hotel
sales
Room
$463 $429
$1,422 $1,334
Food and beverage
211 206
739 700
Other
48 48
155 154
Comparable
hotel
sales (d) 722
683 2,316
2,188
Comparable hotel
expenses
Room
123 117
360 335
Food and beverage
178 169
560 529
Other
33 31
98 94
Management fees,
ground rent
and
other costs
262 255
795 765
Comparable hotel
expenses (e) 596
572 1,813
1,723
Comparable Hotel
Adjusted Operating
Profit
126 111
503 465
Non-comparable
hotel results,
net (f)
24
3 58
13
Office building
and limited
service
properties,
net (g) -
- (1)
1
Other income
- 10
- 12
Depreciation and
amortization
(85) (82)
(250) (247)
Corporate expenses
(18) (14)
(43) (39)
Operating Profit
$47 $28
$267 $205
(a) See the introductory notes to the
financial information for discussion
of non-GAAP
measures, reporting periods and comparable hotel results.
(b) Operating profit margin under
GAAP is calculated as the operating
profit divided
by the total revenues per the consolidated statements
of operations.
(c) Comparable hotel adjusted operating
profit margin is calculated as the
comparable
hotel adjusted operating profit divided by the comparable
hotel sales
per the schedule above.
(d) The reconciliation of total revenues
per the consolidated statements
of operations
to the comparable hotel sales is as follows (in
millions):
Quarter ended
Year-to-date ended
September 10, September 12, September 10, September 12,
2004 2003
2004 2003
Revenues per the
consolidated
statements of
operations
$810 $727
$2,540 $2,324
Non-comparable
hotel sales
(78) (26)
(191) (87)
Hotel sales for the
property for which
we record rental
income, net
8
9 31
31
Rental income for
office buildings
and limited service
hotels
(18) (17)
(53) (51)
Other income
- (10)
- (12)
Adjustment for hotel
sales for comparable
hotels to reflect
Marriott's fiscal
year for Marriott-
managed hotels
-
- (11)
(17)
Comparable
hotel sales
$722 $683
$2,316 $2,188
(e) The reconciliation of operating
costs per the consolidated statements
of operations
to the comparable hotel expenses is as follows (in
millions):
Quarter ended
Year-to-date ended
September 10, September 12, September 10, September 12,
2004 2003
2004 2003
Operating costs
and expenses per
the consolidated
statements of
operations
$763 $699
$2,273 $2,119
Non-comparable
hotel expenses
(54) (24)
(135) (81)
Hotel expenses for
the property for
which we record
rental income
8 10
32 36
Rent expense for
office buildings
and limited service
hotels
(18) (17)
(54) (50)
Adjustment for hotel
expenses for
comparable hotels
to reflect Marriott's
fiscal year for
Marriott-managed
hotels
-
- (10)
(15)
Depreciation and
amortization
(85) (82)
(250) (247)
Corporate expenses
(18) (14)
(43) (39)
Comparable hotel
expenses
$596 $572
$1,813 $1,723
(f) Non-comparable hotel results, net
includes the following items: (i)
the results
of operations of our non-comparable hotels whose
operations
are included in our consolidated statements of operations
as continuing
operations and (ii) the difference between comparable
hotel adjusted
operating profit, which reflects 252 days of
operations,
and the operating results included in the consolidated
statements
of operations, which reflects 254 days and 255 days for
year-to-date
2004 and 2003, respectively.
(g) Represents rental income less
rental expense for limited service
properties
and office buildings. For details, see footnote (b) to the
consolidated
statement of operations.
HOST MARRIOTT CORPORATION
Other Financial and Operating Data
(unaudited, in millions, except per share amounts)
September 10, December 31,
2004
2003
Equity
Common shares outstanding
348.3
320.3
Common shares and minority
held
common OP Units
outstanding
370.5
343.8
Preferred OP Units outstanding
.02
.02
Class A preferred shares
outstanding (a)
-
4.1
Class B preferred shares
outstanding
4.0
4.0
Class C preferred shares
outstanding
6.0
6.0
Class D preferred shares
outstanding
.03
.03
Class E preferred shares
outstanding
4.0
-
Security pricing
Common (b)
$ 13.75 $
12.32
Class A preferred (a)
$ -
$ 26.74
Class B preferred (b)
$ 26.33 $
27.00
Class C preferred (b)
$ 27.75 $
27.26
Class E preferred (b)
$ 27.00 $
-
Convertible Preferred
Securities (c) $ 52.31
$ 51.00
Exchangeable Senior Debentures
(d) $ 1,031.30
$ -
Dividends per share
Common (e)
$ 0.05
$ -
Class A preferred (a)
$ 1.38
$ 2.50
Class B preferred (e)
$ 1.88
$ 2.50
Class C preferred (e)
$ 1.88
$ 2.50
Class D preferred (e)
$ 1.88
$ 1.88
Class E preferred (e)
$ .82
$ -
Other Financial Data
Construction in progress
$ 53
$ 56
Quarter ended Year-to-date ended
September September September September
10, 2004 12, 2003 10, 2004
12, 2003
Hotel Operating Statistics
for All Full-Service
Properties (f)
Average daily rate
$ 142.30 $ 130.43 $ 148.53
$ 140.23
Average occupancy
74.0% 71.3%
73.3% 69.9%
RevPAR
$ 105.32 $ 92.97 $ 108.90
$ 98.07
Debt
September 10, December 31,
2004
2003
Series B senior notes, with a rate
of
7 7/8% due August 2008
$ 304 $
1,196
Series C senior notes, with a rate
of
8.45% due December 2008
-
218
Series E senior notes, with a rate
of
8 3/8% due February 2006
300
300
Series G senior notes, with a rate
of
9 1/4% due October 2007 (g)
244
244
Series I senior notes, with a rate
of
9 1/2% due January 2007 (h)
471
484
Series J senior notes, with a rate
of
7 1/8% due November 2013
-
725
Series K senior notes, with a rate
of
7 1/8% due November 2013
725
-
Series L senior notes, with a rate
of
7% due August 2012
345
-
Exchangeable Senior Debentures, with
a
rate of 3.25% due April 2024
491
-
Senior notes, with an average rate
of
9 3/4%, maturing through 2012
13
13
Total senior
notes
2,893 3,180
Mortgage Debt, with an average interest
rate of 7.7% and 7.8% at September
10,
2004 and December 31, 2003,
respectively 2,080
2,205
Credit Facility (i)
-
-
Convertible Subordinated Debentures,
with a rate of 6 3/4% due
December 20, 2026 (j)
492
-
Other
99
101
Total debt
$ 5,564 $
5,486
Percentage of fixed rate debt
85%
85%
Weighted average interest rate (j)
7.0%
7.7%
Weighted average debt maturity (j)
6.9 years 5.5 years
(a) On August 3, 2004, we redeemed
all 4.16 million shares of the
outstanding
Class A preferred stock at a redemption price of $25.00
per share
plus dividends accrued to that date.
(b) Share prices are the closing price
on the consolidated balance sheet
date, as reported
by the New York Stock Exchange, for the common and
preferred
stock.
(c) Market price as of September 10,
2004 as quoted by Bloomberg L.P. We
have reclassified
these securities as debt on our consolidated balance
sheet.
See footnote (b) to the consolidated balance sheet.
(d) Market price as of September 10,
2004 as quoted by Bloomberg L.P.
Quoted price
reflects the price of a single $1,000 debenture, which is
exchangeable
for common stock upon the occurrence of certain events.
(e) On September 8, 2004, we declared
a regular cash dividend on our
publicly-traded
Class B, C and E Cumulative Redeemable Preferred Stock
to be paid
on October 15, 2004 and a cash dividend on our common stock
to be paid
on December 20, 2004.
(f) The operating statistics reflect
all consolidated properties as of
September
10, 2004 and September 12, 2003, respectively. The
operating
statistics also include the results of operations for seven
hotels sold
in 2004 and eight hotels sold in 2003 prior to their
disposition.
(g) Includes fair value adjustments
for interest rate swap agreements of
$2 million
as of both September 10, 2004 and December 31, 2003.
(h) Includes fair value adjustments
for interest rate swap agreements of
$21 million
and $34 million as of September 10, 2004 and December 31,
2003, respectively.
(i) The Credit Facility was amended
on September 10, 2004, which increased
available
capacity to $575 million. Currently, there are no amounts
outstanding.
(j) Beginning in January 2004, we
recorded the Convertible Subordinated
Debentures
as debt in accordance with a revision to FIN 46. The
Convertible
Subordinated Debentures were previously classified in the
mezzanine
section of our consolidated balance sheet. Excluding the
Convertible
Subordinated Debentures, our weighted average interest
rate was 7.0%
and our weighted average debt maturity was 5.4 years.
For details,
see footnote (b) to the consolidated balance sheet.
HOST MARRIOTT CORPORATION
Reconciliation
of Net Loss Available to Common Stockholders
to Funds From Operations per Diluted Share
(unaudited, in millions, except per share amounts)
Quarter ended Quarter ended
September 10, 2004 September 12, 2003
Per
Per
Income Share Income
Share
(loss) Shares Amount (loss) Shares Amount
Net loss available to common stockholders
$(60) 348.7 $(.17) $(97) 275.6 $(.35)
Adjustments:
Gains on dispositions,
net (4) -
(.01) - -
-
Cumulative effect of change
in accounting principle
- - -
24 - .09
Depreciation and amortization
85 - .24
86 - .31
Partnership adjustments
1 - -
(3) - (.01)
FFO of minority partners
of
Host LP (a)
(1) - -
(1) - -
Adjustments for dilutive
securities:
Assuming distribution
of
common shares
granted under
the comprehensive
stock plan
less shares
assumed purchased
at average
market price -
2.0 -
- 2.9 -
FFO per diluted share (b)(c)(d)
$21 350.7 $.06 $9
278.5 $.03
Year-to-date ended Year-to-date ended
September 10, 2004 September 12, 2003
Per
Per
Income Share Income
Share
(loss) Shares Amount (loss) Shares Amount
Net loss available to common stockholders
$(93) 331.5 $(.28) $(163) 268.1 $(.61)
Adjustments:
Gains on dispositions,
net (28) -
(.08) (2) -
(.01)
Cumulative effect of change
in
accounting principle
-
24 - .09
Depreciation and amortization
251 - .75
259 - .97
Partnership adjustments
12 - .04
3 - .01
FFO of minority partners
of Host
LP (a)
(9) - (.03) (12)
- (.05)
Adjustments for dilutive
securities:
Assuming distribution
of
common shares granted
under
the comprehensive
stock plan
less shares assumed
purchased
at average market
price -
2.1 - -
2.5 -
FFO per diluted share (b)(c)(d)
$133 333.6 $.40 $109 270.6
$.40
(a) Represents FFO attributable to
the minority interests in Host LP.
(b) FFO per diluted share in accordance
with NAREIT is adjusted for the
effects of
dilutive securities. Dilutive securities may include shares
granted under
comprehensive stock plans, those preferred OP units held
by minority
partners, other minority interests that have the option to
convert their
limited partnership interest to common OP units and the
Convertible
Subordinated Debentures of Host Marriott. No effect is
shown for
securities if they are anti-dilutive.
(c) EITF 04-08 may become effective
in the fourth quarter and, as a
result, the
Exchangeable Senior Debentures would be included as a
potentially
dilutive security. For the quarter and year-to-date 2004,
the conversion
to common shares of the Exchangeable Senior Debentures
would be anti-dilutive.
For details, see footnote (g) to the
consolidated
statement of operations.
(d) Quarterly and year-to-date 2004
and 2003 results were significantly
affected by
several transactions, the effect of which is shown in the
table below:
Quarter ended Quarter
ended
September 10, 2004 September 12, 2003
Net
Net
Income Adjusted Income
Adjusted
(Loss) FFO EBITDA (Loss) FFO
EBITDA
Senior notes redemptions (1)
$(14) $(14) $-
$(2) $(2) $-
Class A preferred stock
redemption (2)
(6) (6) -
- - -
Directors' and officers'
insurance settlement (3)
- - -
7 7 10
Minority interest benefit (4)
1 1 -
- - -
Total
$(19) $(19) $-
$5 $5 $10
Per diluted share
$(.05) $(.05)
$.02 $.02
Year-to-date ended Year-to-date ended
September 10, 2004 September 12, 2003
Net
Net
Income Adjusted Income
Adjusted
(Loss) FFO EBITDA (Loss) FFO
EBITDA
Senior notes redemptions (1)
$(59) $(59) $-
$(2) $(2) $-
Class A preferred stock
redemption (2)
(6) (6) -
- - -
Directors' and officers'
insurance settlement (3)
- - -
7 7 10
Loss on foreign currency
forward contracts (5)
- - -
(1) (1) (1)
Minority interest benefit (4)
4 4 -
- - -
Total
$(61) $(61) $-
$4 $4 $9
Per diluted share
$(.18) $(.18)
$.01 $.01
(1) Represents call premiums and the
acceleration of original issue
discounts
and deferred financing costs, as well as incremental
interest during
the call period for refinancings, included in interest
expense in
the consolidated statements of operations. We recognized
these costs
in conjunction with the prepayment or refinancing of
senior notes
and mortgages during the third quarter and year-to-date
of 2004 and
2003.
(2) Represents the original issuance
costs for the Class A preferred
stock, which
was required to be included in the calculation of
earnings (loss)
per share in conjunction with the redemption of the
Class A preferred
stock in the third quarter of 2004, as well as the
incremental
dividends from the date of issuance of the Class E
preferred
stock to the date of redemption of the Class A preferred
stock. For
additional information, see footnote (f) to the
consolidated
statements of operations.
(3) During the third quarter of 2003,
we recognized approximately $9.6
million of
other income from the settlement of a claim that we brought
against our
directors' and officers' insurance carriers for
reimbursement
of defense costs and settlement payments incurred in
resolving
a series of related actions brought against us and Marriott
International
that arose from the sale of certain limited partnership
units to investors
prior to 1993. The effect on net income (loss) and
FFO is approximately
$7 million due to income taxes on the proceeds.
(4) Represents the portion of the
above listed amounts attributable to
minority partners
in Host LP.
(5) During 2003, we made partial repayments
of the Canadian mortgage debt,
which resulted
in the related forward currency contracts hedge being
deemed partially
ineffective for accounting purposes. Accordingly, we
recorded an
approximate $1 million charge to net income (loss) and
FFO.
HOST MARRIOTT CORPORATION
Reconciliation of Net Loss to EBITDA and Adjusted EBITDA
(unaudited, in millions)
Quarter ended Year-to-date ended
Sept. 10, Sept. 12, Sept. 10, Sept. 12,
2004 2003 2004
2003
Net loss
$(47) $(88) $(61)
$(136)
Interest expense (a)
109 108 357
324
Dividends on Convertible Preferred
Securities (a)
- 7
- 22
Depreciation and amortization
85 82
250 247
Income taxes
(10) (12) (2)
(10)
Discontinued operations (b)
1 7
2 18
EBITDA (c)
138 104 546
465
Gains and losses on dispositions
and
related debt extinguishments
(5) (1) (30)
(3)
Consolidated partnership
adjustments:
Minority interest income
(4) (9) (2)
(11)
Distributions to minority
interest
partners of Host
LP and other
minority partners
(1) -
(5) (4)
Equity investment adjustments:
Equity in losses of affiliates
4 4
12 13
Distributions received
from equity
investments
1 -
2 3
Cumulative effect of change
in
accounting principle
- 24
- 24
Adjusted EBITDA (c) (d)
$133 $122 $523
$487
(a) Interest expense in the third quarter
and year-to-date 2004 includes
approximately
$7 million and $22 million, respectively, previously
classified
as dividends on Convertible Preferred Securities. See
footnote (b)
to the consolidated balance sheet for further detail.
(b) Reflects the interest expense,
depreciation and amortization and
income taxes
included in discontinued operations.
(c) See the introductory notes to
the financial information for discussion
of non-GAAP
measures.
(d) Our results for the periods presented
were significantly affected by
several items.
For a discussion of these items, see footnote (d) to
the table
reconciling net loss available to common stockholders to FFO
per diluted
share included in this press release.
HOST MARRIOTT CORPORATION
Reconciliation
of Net Loss Available to Common Stockholders to
Funds From Operations per Diluted Share for
Full Year 2004 Forecasts (a)
(unaudited, in millions, except per share amounts)
Low-end of Range
Full Year 2004 Forecast
Income
Per Share
(Loss) Shares
Amount
Forecast net loss available to common
stockholders
$(103) 337.1
$(0.31)
Adjustments:
Depreciation and amortization
362 -
1.07
Gain on dispositions,
net
(34) -
(0.10)
Partnership adjustments
18 -
0.05
FFO of minority partners
of Host LP(b) (15)
- (0.04)
Adjustment for dilutive securities:(c)
Assuming distribution
of common
shares granted under
the
comprehensive stock
plan less shares
assumed purchased
at average market
price
- 2.0
-
FFO per diluted share (d)
$228 339.1
$0.67
High-end of Range
Full Year 2004 Forecast
Income
Per Share
(Loss) Shares
Amount
Forecast net loss available to common
stockholders
$(88) 337.1
$(0.26)
Adjustments:
Depreciation and amortization
362 -
1.07
Gain on dispositions,
net
(34) -
(0.10)
Partnership adjustments
21 -
0.06
FFO of minority partners
of Host LP(b) (16)
- (0.05)
Adjustment for dilutive securities:(c)
Assuming distribution
of common
shares granted under
the
comprehensive stock
plan less shares
assumed purchased
at average market
price
- 2.0
-
FFO per diluted share(d)
$245 339.1
$0.72
# See the notes following the table reconciling net loss
to EBITDA and Adjusted EBITDA for full year 2004 forecasts.
HOST MARRIOTT CORPORATION
Reconciliation of Net Loss to EBITDA and Adjusted EBITDA
for Full Year 2004 Forecasts(a)
(unaudited, in millions)
Full Year 2004
Low-end High-end
of Range of Range
Net loss
$(62)
$(47)
Interest expense(e)
493
493
Depreciation and amortization
362
362
Income taxes
(12)
(8)
EBITDA
781
800
Gains on dispositions
(34)
(34)
Consolidated partnership
adjustments:
Minority interest
(income) expense
-
1
Distributions
to minority interest
partners
of Host LP and other
minority
partners
(6)
(6)
Equity investment adjustments:
Equity
in losses of affiliates
19
19
Distributions
received from equity
investments
5
5
Adjusted EBITDA
$765
$785
(a) The amounts shown in these reconciliations
are based on management's
estimate of
operations for 2004. These tables are forward-looking and
as such contain
assumptions by management based on known and unknown
risks, uncertainties
and other factors which may cause the actual
transactions,
results, performance or achievements to be materially
different
from any future transactions, results, performance or
achievements
expressed or implied by this table. General economic
conditions,
competition and governmental actions will affect future
transactions,
results, performance and achievements. Although we
believe the
expectations reflected in this reconciliation are based
upon reasonable
assumptions, we can give no assurance that the
expectations
will be attained or that any deviations will not be
material.
For purposes
of preparing the full year 2004 forecasts, we have made the following assumptions:
* RevPAR will
increase between 6.0% and 7.0% for the full year for the low and high ends
of the forecasted range, respectively.
* Comparable
hotel adjusted operating profit margins will increase 40 basis points and
80 basis points for the full year for the low and high ends of the forecasted
range, respectively.
* Approximately
$250 million of hotels will be sold during 2004.
* Approximately
$530 million of acquisitions will be made during 2004.
* Approximately
$1,295 million of debt will be redeemed or repaid for the full year ($1,195
million of which was redeemed or repaid in the first three quarters).
Charges, net of the minority interest benefit, totaling approximately $65
million, or $.19 of FFO per diluted share, net of the minority interest
benefit, for the full year in call premiums and the acceleration of deferred
financing costs associated with the debt repayments and the redemption
of the Class A preferred stock will be incurred. The guidance also
includes a decrease of $.01 to $.02 in FFO per diluted share for the full
year for the effect of the hurricanes in Florida and Louisiana.
* Fully diluted
shares will be 339.1 million for the full year.
(b) Represents FFO attributable to
the minority interests in Host LP.
(c) These shares are dilutive for
purposes of the FFO per diluted share
calculation,
yet are anti-dilutive for the purposes of the earnings
per share
calculation. This is due to the net loss that is forecasted
for 2004 compared
to net earnings for FFO for the year.
(d) FFO per diluted share in accordance
with NAREIT is adjusted for the
effects of
dilutive securities. Dilutive securities may include
shares granted
under comprehensive stock plans, those preferred OP
Units held
by minority partners, other minority interests that have
the option
to convert their limited partnership interest to common OP
Units and
the Convertible Subordinated Debentures. No effect is shown
for securities
if they are anti-dilutive. EITF 04-8 may become
effective
in the fourth quarter and, as a result, the Exchangeable
Senior Debentures
would be included as a potentially dilutive
security.
If EITF 04-8 were to become effective, the conversion to
common shares
of the Exchangeable Senior Debentures will be dilutive
and decrease
FFO per diluted share by approximately $.02 for the full
year forecast.
For details, see footnote (g) to the consolidated
statement
of operations.
(e) Interest expense in 2004 includes
amounts previously classified as
dividends
on Convertible Subordinated Securities. See footnote (b) to
the consolidated
balance sheets for further detail. |