Service Properties Trust - Quarter Report: 2008 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2008

 

OR

 

o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

 

Commission File Number 1-11527

 

HOSPITALITY PROPERTIES TRUST

(Exact Name of Registrant as Specified in Its Charter)

 

 

617-964-8389

(Registrant’s Telephone Number, Including Area Code)

 

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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer, accelerated filer” and “smaller reporting company” in Rule 12b–2 of the Exchange Act.

 

Large accelerated filer x		Accelerated filer o
Non-accelerated filer   o		Smaller reporting company o
(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x

 

 

 

HOSPITALITY PROPERTIES TRUST

 

FORM 10-Q

 

March 31, 2008

 

INDEX

 

				Page
PART I		Financial Information (Unaudited)
		Item 1. Financial Statements
		Consolidated Balance Sheet – March 31, 2008 and December 31, 2007		3
		Consolidated Statement of Income – Three Months Ended March 31, 2008 and 2007		4
		Consolidated Statement of Cash Flows – Three Months Ended March 31, 2008 and 2007		5
		Notes to Consolidated Financial Statements		7
		Item 2.
		Management’s Discussion and Analysis of Financial Condition and Results of Operations		11
		Item 3.
		Quantitative and Qualitative Disclosures About Market Risk		21
		Item 4.
		Controls and Procedures		21
		Warning Concerning Forward Looking Statements		22
		Statement Concerning Limited Liability		23
PART II		Other Information
		Item 2.
		Unregistered Sales of Equity Securities and Use of Proceeds		24
		Item 6.
		Exhibits		24
		Signatures		25

 

References in this Form 10-Q to “HPT”, “we”, “us” or “our” include Hospitality Properties Trust and its consolidated subsidiaries unless otherwise expressly stated or the context indicates otherwise.

 

2

 

PART I            Financial Information

 

Item 1.  Financial Statements

 

HOSPITALITY PROPERTIES TRUST

 

CONSOLIDATED BALANCE SHEET

(Unaudited)

(dollars in thousands, except share data)

 

		March 31,			December 31,
		2008			2007
ASSETS
Real estate properties, at cost:
Land		$	1,392,359		$	1,377,520
Buildings, improvements and equipment		4,872,496			4,818,711
		6,264,855			6,196,231
Accumulated depreciation		(899,067		)	(849,470		)
		5,365,788			5,346,761
Cash and cash equivalents		29,487			23,401
Restricted cash (FF&E reserve escrow)		45,469			28,134
Other assets, net		270,973			281,011
		$	5,711,717		$	5,679,307
LIABILITIES AND SHAREHOLDERS’ EQUITY
Revolving credit facility		$	396,000		$	158,000
Senior notes, net of discounts		1,693,003			1,842,756
Convertible senior notes		575,000			575,000
Mortgage payable		3,616			3,635
Security deposits		169,406			169,406
Accounts payable and other liabilities		101,285			134,705
Due to affiliate		6,233			4,617
Dividends payable		4,754			4,754
Total liabilities		2,949,297			2,892,873
Commitments and contingencies
Shareholders’ equity:
Preferred shares of beneficial interest, no par value, 100,000,000 shares authorized:
Series B preferred shares; 8 7/8% cumulative redeemable; 3,450,000 shares issued and outstanding, aggregate liquidation preference $86,250		83,306			83,306
Series C preferred shares; 7% cumulative redeemable; 12,700,000 shares issued and outstanding, aggregate liquidation preference $317,500		306,833			306,833
Common shares of beneficial interest; $0.01 par value; 150,000,000 shares authorized 93,892,719 issued and outstanding		939			939
Additional paid-in capital		3,048,881			3,048,881
Cumulative net income		1,766,833			1,711,079
Cumulative preferred distributions		(101,231		)	(93,761		)
Cumulative common distributions		(2,343,141		)	(2,270,843		)
Total shareholders’ equity		2,762,420			2,786,434
		$	5,711,717		$	5,679,307

 

The accompanying notes are an integral part of these financial statements.

 

3

 

HOSPITALITY PROPERTIES TRUST

 

CONSOLIDATED STATEMENT OF INCOME

(Unaudited)

(in thousands, except per share data)

 

		Three Months Ended March 31,
		2008			2007
Revenues:
Hotel operating revenues		$	222,440		$	224,471
Rental income		89,956			57,610
FF&E reserve income		6,183			5,439
Interest income		600			3,148
Total revenues		319,179			290,668
Expenses:
Hotel operating expenses		156,376			160,398
Interest (including amortization of deferred financing costs of $1,040 and $739, respectively)		37,569			30,655
Depreciation and amortization		58,251			48,318
General and administrative		11,444			7,793
TA spin off costs		—			2,711
Total expenses		263,640			249,875
Income before gain on sale of real estate and income taxes		55,539			40,793
Gain on sale of real estate		645			—
Income before income taxes		56,184			40,793
Income tax expense		(428		)	(479		)
Income from continuing operations		55,756			40,314
Income from discontinued operations		—			3,058
Net income		55,756			43,372
Preferred distributions		(7,470		)	(4,359		)
Net income available for common shareholders		$	48,286		$	39,013
Weighted average common shares outstanding		93,893			90,760
Basic and diluted earnings per common share:
Income from continuing operations available for common shareholders		$	0.51		$	0.40
Income from discontinued operations available for common shareholders		$	0.00		$	0.03
Net income available for common shareholders		$	0.51		$	0.43

 

The accompanying notes are an integral part of these financial statements.

 

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HOSPITALITY PROPERTIES TRUST

 

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

(in thousands)

 

		Three Months Ended March 31,
		2008			2007
Cash flows from operating activities:
Net income		$	55,756		$	43,372
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		58,251			49,071
Amortization of deferred financing costs as interest		1,040			739
Straight line rent adjustments		(3,794		)	(2,890		)
Other non-cash income		(781		)	(743		)
FF&E reserve income and deposits		(16,230		)	(13,826		)
Gain on sale of real estate		(645		)	—
Changes in assets and liabilities:
(Increase) decrease in other assets		(2,998		)	4,027
Decrease in accounts payable and other		(35,864		)	(3,821		)
Increase in due to affiliate		1,616			815
Cash provided by operating activities		56,351			76,744
Cash flows from investing activities:
Real estate acquisitions		(45,877		)	(1,913,521		)
FF&E reserve fundings		(20,235		)	(27,302		)
Net proceeds from sale of real estate		7,644			—
Cash used in investing activities		(58,468		)	(1,940,823		)
Cash flows from financing activities:
Issuance of common shares, net		—			343,477
Issuance of preferred shares, net		—			307,307
Issuance of senior notes, net of discount		—			298,866
Issuance of convertible senior notes		—			575,000
Repayment of senior notes		(150,000		)	—
Draws on revolving credit facility		303,000			80,000
Repayments of revolving credit facility		(65,000		)	(64,000		)
Draws on interim credit facility		—			1,400,000
Repayments of interim credit facility		—			(1,400,000		)
Deferred financing costs incurred		(27		)	(13,812		)
Distributions to preferred shareholders		(7,472		)	(1,914		)
Distributions to common shareholders		(72,298		)	(65,184		)
Distribution of TA to common shareholders		—			(121,166		)
Cash provided by financing activities		8,203			1,338,574
Increase (decrease) in cash and cash equivalents		6,086			(525,505		)
Cash and cash equivalents at beginning of period		23,401			553,256
Cash and cash equivalents at end of period		$	29,487		$	27,751

 

The accompanying notes are an integral part of these financial statements.

 

5

 

		Three Months Ended March 31,
		2008			2007
Supplemental cash flow information:
Cash paid for interest		$	58,696		$	37,895
Non-cash investing activities:
Property managers’ deposits in FF&E reserve		$	19,496		$	11,559
Property managers’ purchases with FF&E reserve		(22,396		)	(33,780		)
Non-cash financing activities:
Issuance of common shares		$	—		$	1,461
Distribution of TA to common shareholders		—			(216,084		)

 

The accompanying notes are an integral part of these financial statements.

 

6

 

HOSPITALITY PROPERTIES TRUST

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

 

Note 1.  Basis of Presentation

 

The accompanying consolidated financial statements of Hospitality Properties Trust and its subsidiaries have been prepared without audit. Certain information and disclosures required by U.S. generally accepted accounting principles for complete financial statements have been condensed or omitted. We believe the disclosures made are adequate to make the information presented not misleading. However, the accompanying financial statements should be read in conjunction with the financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2007. In the opinion of management, all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation, have been included. All intercompany transactions and balances between Hospitality Properties Trust and its subsidiaries have been eliminated. Our operating results for interim periods and those of our managers and tenants are not necessarily indicative of the results that may be expected for the full year. Reclassifications have been made to the prior year’s financial statements to conform to the current year’s presentation.

 

Note 2.  Revenue Recognition

 

We report hotel operating revenues for managed hotels in our consolidated statement of income. Hotel operating revenues, consisting primarily of room, food and beverage sales, are generally recognized when services are provided. Our share of the net operating results of our managed hotels in excess of the minimum returns due to us, or additional returns, are generally determined annually. Additional returns due to us under our management agreements are recognized at year end when all contingencies are met and the income is earned. Deferred additional returns were $3,460 and $5,499 for the three months ended March 31, 2008 and 2007, respectively.

 

We recognize rental income from operating leases on a straight line basis over the life of the lease agreements. Rental income includes $3,794 and $2,890 of adjustments necessary to record rent on the straight line basis for the three months ended March 31, 2008 and 2007, respectively.  Percentage rent due to us under leases is generally determined annually and is recognized at year end when all contingencies are met and the rent is earned. Deferred percentage rent from continuing operations was $1,552 and $1,485 for the three months ended March 31, 2008 and 2007, respectively.

 

We own all the FF&E reserve escrows for hotels leased to our taxable REIT subsidiaries, or TRSs, and leased to third parties. We report deposits by our third party tenants into the escrow account as FF&E reserve income. We do not report the amounts which are escrowed as FF&E reserves for our managed hotels as FF&E reserve income.

 

Note 3.  Per Common Share Amounts

 

We compute per common share amounts using the weighted average number of common shares outstanding during the period. We had no dilutive common share equivalents at March 31, 2008 or 2007.

 

Note 4.  Shareholders’ Equity

 

On January 15, 2008, we paid a $0.5546875 per share distribution to our Series B preferred shareholders with respect to the period ended January 14, 2008. On March 3, 2008, we declared a $0.5546875 per share distribution to Series B preferred shareholders of record on March 31, 2008, with respect to the period ending April 14, 2008. This amount was paid on April 15, 2008.

 

On February 15, 2008, we paid a $0.4375 per share distribution to our Series C preferred shareholders with respect to the period ended February 14, 2008. On April 1, 2008, we declared a distribution of $0.4375 per Series C preferred shareholders of record on May 1, 2008, with respect to the period ending May 14, 2008. We expect to pay this amount on or about May 15, 2008.

 

On February 15, 2008, we paid a $0.77 per share distribution to our common shareholders for the quarter ended December 31, 2007.  On April 1, 2008, we declared a $0.77 per share distribution to our common shareholders of record on April 15, 2008, for the quarter ended March 31, 2008.  We expect to pay this amount on or about May 15, 2008.

 

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HOSPITALITY PROPERTIES TRUST

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

 

Under the terms of our management agreement with Reit Management & Research LLC, or RMR, on April 11, 2008, we issued 53,541 common shares in payment of an incentive fee of $1,713 for services rendered by RMR during 2007.

 

Note 5.  Indebtedness

 

On March 3, 2008, we redeemed at par plus accrued interest $150 million of our 7.0% senior notes.

 

We have a $750,000, interest only, unsecured revolving credit facility. Our credit facility matures in October 2010 and may be extended at our option to October 2011 upon payment of an extension fee. The interest rate on drawings under the credit facility is LIBOR plus a spread (3.26% per annum at March 31, 2008). As of March 31, 2008, we had $396,000 outstanding on our revolving credit facility and $354,000 available to be drawn general business purposes, including acquisitions.

 

Note 6.  Real Estate Properties

 

During the three months ended March 31, 2008, we funded $20,235 of improvements to certain of our properties, which resulted in a $1,878 increase in our annual minimum returns and rents.

 

Effective January 1, 2008, we entered into a new lease for our Marriott Kauai Resort Beach Club hotel with a subsidiary of Marriott International, Inc., or Marriott.  This hotel was previously part of a 35 hotel portfolio leased to one of our TRSs and managed by Marriott.  The rent payable to us under the lease is $5,522 per annum subject to annual adjustment based upon changes in the Consumer Price Index. The lease agreement expires December 31, 2019, and Marriott has four renewal options of 15 years each.  Marriott guarantees the rent payable to us under the lease.  Pursuant to the lease agreement, we agreed to fund certain planned improvements to the hotel.  The annual minimum rent payable to us under the lease will increase as improvements are funded.

 

On March 17, 2008, we acquired the land and improvements at our Petro travel center located in Sparks, Nevada from a third party for $42,500.  We simultaneously leased them to TravelCenters of America LLC, or TA, and rent under our lease with TA for 40 travel centers was increased by $3,952 per annum.  We funded the acquisition with cash on hand and borrowings under our revolving credit facility.

 

Note 7. Income Taxes

 

We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended and, as such, are generally not subject to federal and most state income taxation on our operating income provided we distribute our taxable income to our shareholders and meet certain organization and operating requirements.  We are subject to income tax in Canada, Puerto Rico and certain states despite our REIT status.  Further, we lease our managed hotels to our wholly owned TRSs that, unlike most of our subsidiaries, file a separate consolidated tax return and are subject to federal, state and foreign income taxes.  Our consolidated income tax provision (or benefit) includes the income tax provision (or benefit) related to the operations of our TRSs and certain state and foreign income taxes incurred by us despite our REIT status.

 

During the three months ended March 31, 2008, we recognized current tax expense of $428, which includes $93 of foreign taxes and $372 of federal alternative minimum tax and certain state taxes that are payable without regard to our TRS tax loss carry forwards. In addition, we recognized a deferred tax benefit of $37 related to a tax versus book basis difference at our Puerto Rico hotel.

 

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HOSPITALITY PROPERTIES TRUST

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

 

Note 8.  Segment Information.

 

We have two reportable business segments: hotels and travel centers.

 

		For the three months ended March 31, 2008
		Hotels			Travel Centers			Corporate			Consolidated
Hotel operating revenues		$	222,440		$	—		$	—		$	222,440
Rental income		30,890			59,066			—			89,956
FF&E reserve income		6,183			—			—			6,183
Interest income		—			—			600			600
Total revenues		259,513			59,066			600			319,179
Hotel operating expenses		(156,376		)	—			—			(156,376		)
Operating income		103,137			59,066			600			162,803
Interest expense		—			—			37,569			37,569
Depreciation and amortization expense		38,428			19,823			—			58,251
General and administrative expense		—			—			11,444			11,444
Total expenses		38,428			19,823			49,013			107,264
Income before gain on sale of real estate and income taxes		64,709			39,243			(48,413		)	55,539
Gain on sale of real estate		645			—			—			645
Income before income taxes		65,354			39,243			(48,413		)	56,184
Income tax expense		—			—			(428		)	(428		)
Income (loss) from continuing operations		$	65,354		$	39,243		$	(48,841	)	$	55,756

 

		For the three months ended March 31, 2007
		Hotels			Travel Centers			Corporate			Consolidated
Hotel operating revenues		$	224,471		$	—		$	—		$	224,471
Rental income		29,161			28,449			—			57,610
FF&E reserve income		5,439			—			—			5,439
Interest income		—			—			3,148			3,148
Total revenues		259,071			28,449			3,148			290,668
Hotel operating expenses		(160,398		)	—			—			(160,398		)
Operating income		98,673			28,449			3,148			130,270
Interest expense		—			—			30,655			30,655
Depreciation and amortization expense		35,746			12,572			—			48,318
General and administrative expense		—			—			7,793			7,793
TA spin off costs		—			2,711			—			2,711
Total expenses		35,746			15,283			38,448			89,477
Income before income taxes		62,927			13,166			(35,300		)	40,793
Income tax expense		—			—			(479		)	(479		)
Income (loss) from continuing operations		$	62,927		$	13,166		$	(35,779	)	$	40,314

 

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HOSPITALITY PROPERTIES TRUST

Notes to Consolidated Financial Statements

(dollars in thousands, except per share data)

 

Note 9.  New Accounting Pronouncements.

 

In September 2006, the Financial Accounting Standards Board, or FASB, issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurement”, or SFAS No. 157, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurement.  This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.  The adoption of this standard did not have a material impact on our financial position, operations or cash flow.

 

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised 2007), “Business Combinations”, or SFAS 141(R).  SFAS 141(R) establishes principles and requirements for how the acquirer shall recognize and measure in its financial statements the identifiable assets acquired, liabilities assumed, any noncontrolling interest in the acquiree and goodwill acquired in a business combination.  SFAS 141(R) is effective for fiscal years beginning after December 15, 2008.  We are currently evaluating the effect that the adoption of SFAS 141(R) will have on our consolidated financial statements.

 

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HOSPITALITY PROPERTIES TRUST

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollar amounts in thousands, except per share amounts)

 

The following information should be read in conjunction with our consolidated financial statements and accompanying notes thereto included in this quarterly report and with our Annual Report on Form 10-K for the year ended December 31, 2007.

 

Overview

 

2008 Developments

 

Effective January 1, 2008, we entered into a new lease for our Marriott Kauai Resort Beach Club hotel with a subsidiary of Marriott International, Inc., or Marriott.  This hotel was previously part of a 35 hotel portfolio leased to one of our Taxable REIT subsidiaries, or TRS, and managed by Marriott.  The rent payable to us under the lease is $5,522 per annum subject to annual adjustment based upon changes in the Consumer Price Index. The lease agreement expires December 31, 2019, and Marriott has four renewal options of 15 years each.  Marriott guarantees the rent payable to us under the lease.  Pursuant to the lease agreement, we agreed to fund certain planned improvements to the hotel.  The annual minimum rent payable to us under the lease will increase as improvements are funded.

 

On March 17, 2008, we acquired the land and improvements at our Petro travel center located in Sparks, Nevada from a third party for $42,500.  We simultaneously leased them to TravelCenters of America LLC, or TA, and rent under our lease with TA for 40 Petro travel centers was increased by $3,952 per annum.  We funded the acquisition with cash on hand and borrowings under our revolving credit facility.

 

Management Agreements and Leases

 

At March 31, 2008, our 291 hotels were included in eleven operating agreements of which 199 are leased to our wholly owned TRSs and managed by independent hotel operating companies and 92 are leased to third parties. We lease our 185 travel centers under two agreements. Our consolidated statement of income includes operating revenues and expenses of our managed hotels and rental income for leased hotels and travel centers. Additional information regarding the terms of our management agreements and leases is included in the table on pages 18 and 19.

 

11

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

Results of Operations (dollar amounts in thousands, except per share amounts)

 

Three Months Ended March 31, 2008 versus 2007

 

		For the three months ended March 31,
		2008			2007			Increase (Decrease)			% Increase (Decrease)
Revenues:
Hotel operating revenues		$	222,440		$	224,471		$	(2,031	)	(0.9	)%
Rental Income:
Minimum rents - hotels		30,890			29,161			1,729			5.9	%
Minimum rents - travel centers		59,066			28,449			30,617			107.6	%
Total rental income		89,956			57,610			32,346			56.1	%
FF&E reserve income		6,183			5,439			744			13.7	%
Interest income		600			3,148			(2,548		)	(80.9	)%
Expenses:
Hotel operating expenses		156,376			160,398			(4,022		)	(2.5	)%
Interest expense		37,569			30,655			6,914			22.6	%
Depreciation and amortization - hotels		38,428			35,746			2,682			7.5	%
Depreciation and amortization - travel centers		19,823			12,572			7,251			57.7	%
Total depreciation and amortization		58,251			48,318			9,933			20.6	%
General and administrative		11,444			7,793			3,651			46.8	%
TA spin off costs		—			2,711			(2,711		)	—
Income tax expense		428			479			(51		)	(10.6	)%
Gain on sale of real estate		645			—			645			—
Income from continuing operations		55,756			40,314			15,442			38.3	%
Income from discontinued operations		—			3,058			(3,058		)	—
Net income		55,756			43,372			12,384			28.6	%
Net income available for common shareholders		48,286			39,013			9,273			23.8	%
Weighted average shares outstanding		93,893			90,760			3,133			3.5	%
Income from continuing operations available for common shareholders per common share		$	0.51		$	0.40		$	0.11		27.5	%
Income from discontinued operations available for common shareholders per common share		$	0.00		$	0.03		(0.03		)	(100	)%
Net income available for common shareholders per common share		$	0.51		$	0.43		$	0.08		18.6	%

 

The decrease in hotel operating revenues in the first quarter of 2008 versus the first quarter of 2007 was caused primarily by the sale of a hotel on February 5, 2008 and the conversion of our Kauai Marriott hotel from managed to leased effective January 1, 2008, partially offset by higher revenues at our remaining managed hotels.  Revenues at our managed hotels increased from the first quarter of 2007 due to higher average daily room rates, or ADR, offset by slightly lower occupancy rates. Additional operating statistics of our hotels are included in the table on page 20.

 

The decrease in hotel operating expenses was primarily caused by the sale of a hotel and the conversion of our Kauai Marriott hotel described above, partially offset by increases in the cost of repairs and maintenance and wages and benefits at our remaining managed hotels in the first quarter of 2008.

 

Our share of the operating results of our managed hotels in excess of the minimum returns due to us, or additional returns, are generally determined annually. We recognize additional returns due to us under our management agreements as income at year end when all contingencies are met and the income is earned. Deferred additional returns were $3,460 and $5,499 for the three months ended March 31, 2008 and 2007, respectively.

 

12

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

Certain of our managed hotels had net operating results that were $5,320 less than the minimum returns due to us in the three months ended March 31, 2007.  We reflect these amounts in our consolidated statement of income as a reduction to hotel operating expense because the minimum returns were funded by the manager of these hotels.  All of our managed hotels had net operating results that exceeded the minimum returns due to us in the three months ended March 31, 2008.

 

The increase in rental income - hotels is a result of the conversion of the Kauai Marriott hotel described above and our funding of improvements at certain of our leased hotels in 2007 and 2008 that resulted in increases in the annual minimum rents due to us.

 

The increase in rental income - travel centers is a result of our acquisition of 146 travel centers and commencement of our lease with TA on January 31, 2007 and our acquisition of an additional 40 travel centers and commencement of our second lease with TA on May 30, 2007. Rental income - travel centers includes $3,800 and $2,866 of adjustments necessary to record rent on the straight line basis for the three months ended March 31, 2008 and 2007, respectively.

 

FF&E reserve income represents amounts paid by certain of our hotel tenants into restricted accounts owned by us, the purpose of which is to accumulate funds for future capital expenditures. The terms of our leases require these amounts to be calculated as a percentage of total sales at our hotels. The increase in FF&E reserve income is primarily due to the conversion of the Kauai Marriott hotel to a leased hotel as described above and increased levels of hotel sales in 2008 versus 2007 at our leased hotels. We do not report the amounts which are escrowed as FF&E reserves for our managed hotels and for leased hotels where the FF&E reserve is owned by our tenants as FF&E reserve income.

 

The decrease in interest income is due to lower average cash balances and lower average interest rates during 2008.

 

The increase in interest expense is primarily due to higher average borrowings as a result of our 2007 acquisitions, which was partially offset by a lower weighted average interest rate during 2008 than in 2007.

 

The increase in depreciation and amortization - hotels is due to the depreciation and amortization of assets acquired with funds from FF&E reserve accounts owned by us in 2007 and 2008.

 

The increase in depreciation and amortization - travel centers is due to the depreciation and amortization of assets acquired in our January 2007 and May 2007 travel center acquisitions.

 

The gain on sale of real estate in 2008 resulted from the sale of our North Phoenix, Arizona Park Plaza hotel in February 2008 for net proceeds of $7,644.

 

The increase in general and administrative expense is due primarily to the impact of additional property investments during 2007 and 2008.

 

The decrease in income tax expense is primarily due to lower tax provision in 2008 relating to our hotel in Puerto Rico.

 

The decrease in income from discontinued operations is the result of the sale of our 18 Homestead Studio Suites hotels in July 2007.

 

The increases in income from continuing operations, net income, net income available for common shareholders, income from continuing operations available for common shareholders per common share and net income available for common shareholders per common share are primarily due to the investment and operating activities discussed above. On a per share basis, the percentage increase in net income available for common shareholders was lower due to our issuance of common shares in 2007.

 

13

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

Liquidity and Capital Resources (dollar amounts in thousands, except per share amounts)

 

Our Managers and Tenants

 

As of March 31, 2008, all 476 of our properties were operated under management agreements or leases with third party operating companies. All costs of operating and maintaining our properties are paid by the third party hotel managers as agent for us or by third party tenants for their own account. These third parties derive their funding for property operating expenses, FF&E reserves, and returns and rents due us generally from property operating revenues and, to the extent that these parties fund our minimum returns and minimum rents, from their separate resources.

 

We define coverage for each of our management agreements or leases as total property sales minus all property level expenses which are not subordinated to the minimum returns and minimum rents due to us and the required FF&E reserve contributions, divided by the minimum payments due to us. More detail regarding coverage, guarantees and other security features of our operating agreements is presented in the table on pages 18 and 19. Assuming our thirteen operating agreements as of March 31, 2008, had been in place during the twelve months ended March 31, 2008 (December 31, 2007, for the TA operating agreements), eleven agreements, representing 451 properties, generated coverage of at least 1.0x using historical operating results. The remaining two agreements, representing 25 hotels, generated coverage of 0.70x and 0.76x, respectively.

 

Three hundred fifty-two (352) of our properties, representing 76% of our total investments at cost as of March 31, 2008, in nine agreements, are operated under management arrangements or leases which are subject to full or limited guarantees. These guarantees may provide us with continued payments if the total sales less total expenses and required FF&E reserve payments fail to equal or exceed guaranteed amounts due to us. Some of our managers and tenants or their affiliates may also supplement cash flow from our properties in order to make payments to us and preserve their rights to continue operating our properties even if they are not required to do so by guarantees. Guarantee or supplemental payments to us, if any, made under any of our management agreements or leases, do not subject us to repayment obligations but, under some of our agreements, these guarantee or supplemental payments may be recovered by the manager or tenant from the future cash flows from our properties after our future minimum returns and minimum rents are paid.

 

Our Operating Liquidity and Capital Resources

 

Our principal source of funds for current expenses and distributions to shareholders are minimum returns from our managed hotels and minimum rents from our leased hotels and travel centers. We receive minimum returns and minimum rents from our managers and tenants monthly. We receive additional returns, percentage returns and rents and our share of the operating profits of our managed hotels after payment of management fees and other deductions either monthly or quarterly. This flow of funds has historically been sufficient for us to pay our operating expenses, interest and distributions to shareholders. We believe that our operating cash flow will be sufficient to meet our operating expenses, interest and distribution payments for the foreseeable future.

 

We maintain our status as a real estate investment trust, or REIT, under the Internal Revenue Code by meeting certain requirements. As a REIT, we do not expect to pay federal income taxes on the majority of our income. Federal legislation, known as the REIT Modernization Act, or the RMA, among other things, allows a REIT to lease hotels to a TRS if the hotel is managed by an independent third party. The income realized by our TRS in excess of the rent it pays to us is subject to income tax at corporate tax rates.  The income we receive from our hotels in Canada and Puerto Rico is subject to taxes in those jurisdictions and we are subject to taxes in certain states where we have properties.

 

Our Investment and Financing Liquidity and Capital Resources

 

Various percentages of total sales at most of our hotels are escrowed as FF&E reserves to fund future capital improvements. During the three months ended March 31, 2008, our hotel managers and hotel tenants contributed $19,496 to these accounts and $22,396 was spent from the FF&E reserve escrow accounts and from our payments to renovate and refurbish our hotels. As of March 31, 2008, there was $45,469 on deposit in these escrow accounts and, which was held directly by us and reflected on our balance sheet as restricted cash.

 

14

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

Our hotel operating agreements generally provide that, if necessary, we will provide our managers and tenants funding for capital improvements to our hotels in excess of amounts otherwise available in escrowed FF&E reserves. To the extent we make such additional fundings, our annual minimum returns or minimum rent generally increase by a percentage of the amount we fund. During the three months ended March 31, 2008, we funded $20,235 for capital improvements to our hotels in excess of FF&E reserve fundings available from hotel operations, as follows:

 

·                  During the three months ended March 31, 2008, we funded $9,772 for improvements to our Marriott branded hotels using cash on hand and borrowings under our revolving credit facility. We expect to fund between $40,000 to $60,000 for improvements to our Marriott hotels during the remainder of 2008 with funds from our existing cash balances or borrowings under our revolving credit facility. As we fund these improvements, the minimum rents and returns payable to us increases.

 

·                  Pursuant to an April 2005 agreement we entered with a subsidiary of Global Hyatt Corporation, or Hyatt, for management of 24 AmeriSuites^® hotels, we agreed to provide funding to Hyatt for rebranding of these hotels to the Hyatt Place^TM brand and for other improvements. To the extent our fundings exceed $8,000, the minimum return payable by Hyatt to us increases as these funds are advanced. As of March 31, 2008, $72,100 has been funded. We funded $600 of this amount during the three months ended March 31, 2008, and we expect to fund an additional approximately $5,000 during the remainder of 2008, using funds from our existing cash balances or borrowings under our revolving credit facility.

 

·                  Pursuant to an April 2005 agreement we entered with a subsidiary of Carlson Hotels Worldwide, or Carlson, for management of 12 Prime^SM hotels, we agreed to provide funding to Carlson for rebranding these hotels to Carlson brands and for other improvements at these hotels. To the extent our payments exceed $12,000, the minimum return payable by Carlson to us increases as these funds are advanced. As of March 31, 2008, $37,286 has been funded. We funded $172 of this amount during the three months ended March 31, 2008, and we expect to fund an additional approximately $200 during the remainder of 2008, using funds from our existing cash balances or borrowings under our revolving credit facility.

 

·                  Pursuant to January and April 2006 agreements we entered with InterContinental Hotels Group plc, or InterContinental for the management of ten hotels, we agreed to fund $24,228 for capital improvements to these hotels during the three years following closing. We funded $9,691 in January 2007, $9,691 in January 2008 and expect to fund $4,846 in January 2009, using funds from our existing cash balances or borrowings under our revolving credit facility.  As we fund improvements pursuant to these agreements with InterContinental the minimum returns payable to us increase.

 

FF&E escrow deposits are not required under our travel centers leases with TA. However, TA is required to maintain the leased travel centers at its expense, including structural and non-structural components. Under our TA lease for 145 travel centers, we have agreed to provide up to $25,000 per year for certain specified capital improvements to the leased properties for the first five years of the lease term or thereafter on a cumulative basis.  All of the capital improvements funded under this agreement will be owned by us.  As of March 31, 2008,  we have funded $25,000 under this agreement, we funded an additional $25,000 in April 2008 using cash on hand and borrowings under our revolving credit facility.  Under both leases, TA may request that we fund additional amounts for capital improvements to the leased facilities in return for annual minimum rent increases.  We made no fundings under this lease provision during the three months ended March 31, 2008.

 

On January 15, 2008, we paid a $0.5546875 per share distribution to our Series B preferred shareholders with respect to the period ended January 14, 2008. On March 3, 2008, we declared a $0.5546875 per share distribution to Series B preferred shareholders of record on March 31, 2008, with respect to the period ending April 14, 2008. This amount was paid on April 15, 2008.  These distributions were funded using cash on hand and borrowings under our revolving credit facility.

 

On February 15, 2008, we paid a $0.4375 per share distribution to our Series C preferred shareholders with respect to the period ended February 14, 2008.  This distribution was funded using cash on hand and borrowings under our

 

15

 

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

revolving credit facility.  On April 1, 2008, we declared a distribution of $0.4375 per Series C preferred shareholders of record on May 1, 2008, with respect to the period ending May 14, 2008. We expect to pay this amount on or about May 15, 2008, using cash on hand and borrowings under our revolving credit facility.

 

On February 15, 2008, we paid a $0.77 per share distribution to our common shareholders for the quarter ended December 31, 2007.  This distribution was funded using cash on hand and borrowings under our revolving credit facility.  On April 1, 2008, we declared a $0.77 per share distribution to our common shareholders of record on April 15, 2008, for the quarter ended March 31, 2008.  We expect to pay this amount on or about May 15, 2008 using cash on hand and borrowings under our revolving credit facility.

 

On March 3, 2008, we redeemed $150,000 of our 7% senior notes using borrowings under our revolving credit facility.

 

On March 17, 2008, we acquired certain land and improvements at our Petro travel center in Sparks, Nevada for $42,500.  We funded this acquisition with cash on hand and borrowings under our revolving credit facility.

 

In order to fund capital improvements to our properties and acquisitions and to meet cash needs that may result from timing differences between our receipt of returns and rents and our desire or need to make distributions or pay operating expenses, we maintain a revolving credit facility with a group of institutional lenders. The maturity date of our revolving credit facility is October 24, 2010 and we have the option to extend the facility for one additional year upon payment of an extension fee. The annual interest rate payable for drawn amounts under the facility is LIBOR plus a premium (3.26% per annum at March 31, 2008). Borrowings under the revolving credit facility can be up to $750,000 and the revolving credit facility includes a feature under which the maximum amount available for borrowing may be expanded to $1,500,000 in certain circumstances. Borrowings under our revolving credit facility are unsecured. Funds may be drawn, repaid and redrawn until maturity, and no principal repayment is due until maturity. As of March 31, 2008, we had a balance of $396,000 outstanding under our revolving credit facility.

 

At March 31, 2008, we had $29,487 of cash and cash equivalents and $354,000 available from our revolving credit facility. We expect to use existing cash balances, the cash flow from our operations, borrowings under our revolving credit facility and net proceeds of offerings of equity or debt securities to fund future property acquisitions and other general business purposes.

 

Our term debt maturities (other than our revolving credit facility) are as follows: $50,000 in 2010, $125,000 in 2012, $300,000 in 2013, $300,000 in 2015, $275,000 in 2016, $300,000 in 2017, $350,000 in 2018, and $575,000 in 2027. Our 3.8% convertible senior notes are convertible if certain conditions are met (including certain changes in control) into cash equal to the principal amount of the notes and, to the extent the market price of our common shares exceeds the initial exchange price of $50.50 per share, subject to adjustment, either cash or our common shares at our option with a value based on such excess amount. Holders of our convertible senior notes may require us to repurchase all or a portion of the notes on March 20, 2012, March 15, 2017 and March 15, 2022, or upon the occurrence of certain change in control events.

 

As of March 31, 2008, we had one mortgage note we assumed in connection with our acquisition of one hotel with a current principal balance of $3,616. This mortgage note requires monthly payments of principal and interest of $32 and is expected to have a principal balance of $3,326 at maturity in 2011. None of our other debt obligations require principal or sinking fund payments prior to their maturity date. In connection with our acquisition of Petro Stopping Centers Holdings, LP, or Petro Holdings, we acquired certain Petro Holdings properties which secured debt that was previously issued by Petro Stopping Centers, LP, or Petro. Upon closing of our acquisition of Petro Holdings, the Petro debt assumed by TA was covenant defeased and funds were escrowed to redeem the Petro debt.  This debt was redeemed by TA on February 15, 2008.

 

When amounts are outstanding under our revolving credit facility and as the maturity dates of our revolving credit facility and term debts approach over the longer term, we will explore alternatives for the repayment of amounts due. Such alternatives in the short term and long term may include incurring additional debt and issuing new equity securities. We have an effective shelf registration statement that allows us to issue public securities on an expedited basis, but does not assure that there will be buyers for such securities. Although there can be no assurance that we will

 

16

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

complete any debt or equity security offerings or other financings, we believe we will have access to various types of financing, including investment grade debt or equity securities, with which to finance future acquisitions and capital expenditures and to pay our debt and other obligations.

 

Debt Covenants

 

Our debt obligations at March 31, 2008, consist of our revolving credit facility, our $2,275,000 of unsecured term debt and our $3,616 mortgage note. Our unsecured term debt is governed by an indenture. This indenture and related supplements and our revolving credit facility agreement contain a number of financial ratio covenants which generally restrict our ability to incur debts, including debts secured by mortgages on our properties in excess of calculated amounts, require us to maintain a minimum net worth, restrict our ability to make distributions under certain circumstances and require us to maintain various financial ratios. As of March 31, 2008, we believe we were in compliance with all of our covenants under our indenture and its supplements and our revolving credit facility agreement.

 

None of our indenture and its supplements, our revolving credit facility nor our mortgage note contain provisions for acceleration which could be triggered by our debt ratings. However, under our revolving credit facility agreement, our senior debt rating is used to determine the fees and interest rate applied to borrowings.

 

Our senior debt indenture and its supplements contain cross default provisions to any other debts of $20,000 or more. Similarly, a default on our public debt indenture would be a default on our revolving credit facility.

 

Management Agreements, Leases and Operating Statistics

 

As of March 31, 2008, we owned 291 hotels and 185 travel centers which are grouped into 13 operating agreements. Our hotels are managed by or leased to separate affiliates of hotel operating companies including InterContinental, Marriott, Host Hotels & Resorts Inc., or Host, Barcelo Crestline Corporation, or Barcelo Crestline, Hyatt, and Carlson under 11 agreements. Our 185 travel centers are leased to and operated by TA under two agreements.

 

The tables on the following pages summarize the key terms of our leases and management agreements as of March 31, 2008, and include statistics reported to us or derived from information reported to us by our managers and tenants. These statistics include coverage of our minimum returns and rents and occupancy, average daily rates charged, or ADR, revenue per day per available room, or RevPAR, for our hotel properties. We consider these statistics, and the management agreement or lease security features also presented in the tables on the following pages, to be important measures of our managers’ and tenants’ success in operating our properties and their ability to continue to pay us. However, none of this third party reported information is a direct measure of our financial performance and none of it has been independently verified by us.

 

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

Property Brand:

Courtyard by Marriott®

Residence Inn by Marriott®

Marriott®/ Residence Inn by Marriott®/ Courtyard by Marriott®/ TownePlace Suites by Marriott®/ SpringHill Suites by Marriott® (7)

Residence Inn by Marriott®/ Courtyard by Marriott®/ TownePlace Suites by Marriott®/ SpringHill Suites by Marriott®

Marriott® (7)

Staybridge Suites®

Candlewood Suites ®

Agreement Reference Name:

Marriott (no. 1)

Marriott (no. 2)

Marriott (no. 3)

Marriott (no. 4)

Marriott (no. 5)

InterContinental (no. 1)

InterContinental (no. 2)

Number of Properties:

53

18

34

19

1

31

76

Number of Rooms / Suites:

7,610

2,178

5,026

2,756

356

3,844

9,220

Number of States:

24

14

14

14

1

16

29

Tenant:

Subsidiary of Host Subleased to Subsidiary of Barcelo Crestline.

Subsidiary of Host Subleased to Subsidiary of Barcelo Crestline.

Our TRS.

Subsidiary of Barcelo Crestline.

Subsidiary of Marriott.

Our TRS.

Our TRS.

Manager:

Subsidiary of Marriott.

Subsidiary of Marriott.

Subsidiaries of Marriott.

Subsidiaries of Marriott.

Subsidiary of Marriott.

Subsidiary of InterContinental.

Subsidiary of InterContinental.

Investment (000s) (1):

$586,035

$202,025

$ 425,375

$274,222

$47,035

$436,708

$589,429

Security Deposit (000s):

$50,540

$17,220

$36,204

$28,508

—

$36,872 (8)

—

End of Current Term:

2012

2010

2019

2015

2019

2031

2028

Renewal Options (2):

3 for 12 years each.

1 for 10 years, 2 for 15 years each.

2 for 15 years each.

2 for 10 years each.

4 for 15 years each.

2 for 12.5 years each.

2 for 15 years each.

Annual Minimum Return / Minimum Rent (000s) (3):

$58,460

$20,184

$44,002

$28,508

$5,522

$37,882

$50,000

Additional Return:

—

—

$711 (6)

—

—

—

$10,000 (6)

Percentage Return / Rent (4):

5.0% of revenues above 1994/95 revenues.

7.5% of revenues above 1996 revenues.

7.0% of revenues above 2000/01 revenues.

7.0% of revenues above 1999/2000 revenues.

CPI based calculation

7.5% of revenues above 2004/06/08 revenues.

7.5% of revenues above 2006 revenues.

Return / Rent Coverage (5):

Year ended 12/31/07:

1.63x

1.33x

1.29x

1.22x

0.80x

1.09x

1.43x

Twelve months ended 3/31/08

1.62x

1.25x

1.26x

1.23x

0.76x

1.12x

1.42x

Three months ended 3/31/08:

1.40x

0.87x

1.01x

1.37x

0.68x

1.09x

1.32x

Other Security Features:

HPT controlled lockbox with minimum balance maintenance requirement; subtenant and subtenant parent minimum net worth requirement.

HPT controlled lockbox with minimum balance maintenance requirement; subtenant and subtenant parent minimum net worth requirement.

—

Tenant minimum net worth requirement.

Marriott guarantee.

Limited guarantee provided by InterContinental

Limited guarantee provided by InterContinental.

 

(1)          Amounts exclude expenditures made from FF&E reserves funded from hotel operations, but include amounts funded by us separately from hotel operations.

(2)          Renewal options may be exercised by the manager or tenant for all, but not less than all, of the properties within each combination of properties.

(3)          Each management agreement or lease provides for payment to us of an annual minimum return or minimum rent, respectively. Management fees are generally subordinated to these minimum payment amounts and certain minimum payments are subject to full or limited guarantees.

(4)          Certain of our management agreements and leases provide for payment to us of a percentage of increases in total sales over base year levels. Percentage returns under our management agreements are payable to us only to the extent of available cash flow, as defined in the agreements. The payment of percentage rent under our leases is not subject to available cash flow.

(5)          We define coverage as total property sales minus all property level expenses which are not subordinated to minimum payments to us and the required FF&E reserve contributions (which data is provided to us by our operators or tenants), divided by the minimum returns or minimum rent payments due to us.

(6)          These agreements provide for annual additional return payment to us of the amounts stated to the extent of available cash flow after payment of operating costs, funding of the FF&E reserve, payment of our minimum return and payment of certain management fees.

(7)          Effective January 1, 2008, we entered into a new lease for our Marriott Kauai Resort Beach Club with a subsidiary of Marriott.  This hotel was previously included in Marriott agreement no. 3 and leased to one of our taxable REIT subsidiaries.

(8)          The single $36,872 deposit secures InterContinental’s obligations under the InterContinental No. 1, No. 3 and No. 4 portfolios.

18