Notes to Financial Statements | |
| 6 Months Ended
Jun. 19, 2009
USD / shares
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Notes to Financial Statements [Abstract] | |
1.Organization |
1. Organization
Host Hotels Resorts, Inc., or Host, a Maryland corporation operating through an umbrella partnership structure, is the owner of hotel properties. We operate as a self-managed and self-administered real estate investment trust, or REIT, with our operations conducted solely through an operating partnership, Host Hotels Resorts, L.P., or the operating partnership, or Host LP, and its subsidiaries. We are the sole general partner of the operating partnership and, as of June19, 2009, own approximately 98% of the partnership interests of Host LP, which are referred to as OP units.
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2.Summary of Significant Accounting Policies |
2. Summary of Significant Accounting Policies
We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. generally accepted accounting principles, or GAAP, in the accompanying unaudited condensed consolidated financial statements. We believe the disclosures made are adequate to prevent the information presented from being misleading. However, the unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10K for the year ended December31, 2008.
The preparation of financial statements in conformity GAAP 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.
In our opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments necessary to present fairly our financial position as of June19, 2009 and the results of our operations for the quarterly and year-to-date periods ended June19, 2009 and June13,2008 and cash flows for the year-to-date periods ended June19, 2009 and June13, 2008. Interim results are not necessarily indicative of full year performance because of the impact of seasonal and short-term variations. Subsequent events have been evaluated through July 28, 2009.
Certain prior year financial statement amounts have been reclassified to conform to the current presentation, including changes as a result of the application of new accounting requirements for our exchangeable debentures and non-controlling interests in consolidated entities.
Reporting Periods
The results we report are based on results of our hotels reported to us by our hotel managers. Our hotel managers use different reporting periods. Marriott, the manager of the majority of our properties, uses a fiscal year ending on the Friday closest to December31 and reports twelve weeks of operations for each of the first three quarters of the year and sixteen or seventeen weeks for the fourth quarter of the year. In contrast, other managers of our hotels, such as Starwood and Hyatt, report results on a monthly basis. For results reported by hotel managers using a monthly reporting period (approximately 41% of our hotels), the month of operation that ends after our fiscal quarter-end is included in our results of operations in the following fiscal quarter. Accordingly, our results of operations include results from hotel managers reporting results on a monthly basis as follows: first quarter (January, February), second quarter (March to May), third quarter (June to August), and fourth quarter (September to December). We elected to adopt the reporting period used by Marriott modified so that our fiscal year always ends on December31 because we are a REIT. Accordingly, our first three quarters of operations end on the same day as Ma |
3.Earnings per Common Share |
3. Earnings per Common Share
Basic earnings per common share is computed by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding. Diluted earnings per common share is computed by dividing net income available to common stockholders as adjusted for potentially dilutive securities, by the weighted average number of shares of common stock outstanding plus potentially dilutive securities. Dilutive securities may include shares granted under comprehensive stock plans, preferred OP units held by non-controlling partners and exchangeable debt securities. No effect is shown for securities that are anti-dilutive.
Quarter ended Year to date ended
June19, 2009 June13, 2008 June19, 2009 June13, 2008
(in millions, except per share amounts)
Net income (loss) $ (69 ) $ 193 $ (129 ) $ 256
Net (income) loss attributable to non-controlling interests 1 (10 ) 2 (18 )
Dividends on preferred stock (2 ) (2 ) (4 ) (4 )
Earnings (loss) available to common stockholders (70 ) 181 (131 ) 234
Assuming conversion of 2004 Exchangeable Senior Debentures 7
Assuming deduction of gain recognized for the repurchase of 2004 Exchangeable Senior Debentures (a) (2 )
Diluted earnings (loss) available to common stockholders $ (70 ) $ 188 $ (133 ) $ 234
Basic weighted average shares outstanding 575.0 520.5 550.3 521.5
Diluted weighted average shares outstanding 575.0 551.7 552.2 521.8
Basic earnings (loss) per share $ (.12 ) $ .35 $ (.24 ) $ .45
Diluted earnings (loss) per share $ (.12 ) $ .34 $ (.24 ) $ .45
(a) During the first quarter of 2009, we repurchased $75million face amount of the 2004 Debentures with a carrying value of $72million for $69million. The adjustments to dilutive earnings per common share related to the 2004 Debentures repurchased during the year include the $3million gain on repurchase, net of interest expense on the repurchased debentures.
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4.Property and Equipment |
4. Property and Equipment
Property and equipment consists of the following as of:
June19, 2009 December31, 2008
(in millions)
Land and land improvements $ 1,582 $ 1,613
Buildings and leasehold improvements 11,395 11,502
Furniture and equipment 1,769 1,748
Construction in progress 156 174
14,902 15,037
Less accumulated depreciation and amortization (4,471 ) (4,298 )
$ 10,431 $ 10,739
Impairment of Property and Equipment
We analyze our assets for impairment when events or circumstances occur that indicate the carrying value may not be recoverable. We consider a property to be impaired when the sum of future undiscounted cash flows over our remaining estimated holding period is less than the carrying value of the asset. For impaired assets, we record an impairment charge equal to the excess of the propertys carrying value over its fair value.
During 2009, we reviewed our hotel portfolio for impairment and identified several properties that may be sold prior to the end of their previously estimated useful lives or that had current or projected operating losses. Properties exhibiting these characteristics are tested for impairment based on managements estimate of expected future undiscounted cash flows from operations and sale over our expected remaining hold period. The fair value of these properties is generally determined based on either a discounted cash flow analysis or negotiated sales prices. Based on these assessments, we have recorded non-cash impairment charges totaling $57million and $97million in the second quarter and year-to-date periods ended June19, 2009, respectively. Impairment charges are classified within depreciation and amortization on the accompanying condensed consolidated statements of operations. During the second quarter of 2009, we reclassified $19 million of impairment charges associated with a property that was held for sale as of June19, 2009 (see note 10) into discontinued operations. |
5.Investments in Affiliates |
5. Investments in Affiliates
We hold a 32.1% ownership interest in a joint venture based in Europe that owns 11 hotel properties located in six countries. The terms of this joint venture agreement limit the life of the investment to 2016, with two one-year extensions. We review our investment in the joint venture for other than temporary impairment based on the occurrence of any events that would indicate that the carrying amount of the investment exceeds its fair value on an other than temporary basis. We used certain inputs such as available third-party appraisals and forecast net operating income for the hotel properties to estimate the fair value of our investment in the joint venture as of June19, 2009. We determined that our investment was impaired based on the reduction of distributable cash flows from the joint venture, which has been caused primarily by a decline in cash flows generated by the properties. We believe this impairment to be other than temporary as defined by GAAP because the time period over which the joint venture may be able to improve operations such that our investment would be fully recoverable is constrained by the remaining life of the joint venture. As a result, we recorded a non-cash impairment charge totaling $34 million in the second quarter based on the difference between our investments estimated fair value and carrying value. This impairment is included in equity in earnings (losses) of affiliates in the consolidated statement of operations.
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6.Debt |
6. Debt
Credit Facility and Senior Notes. On May5, 2009, we issued $400 million, 9% Series T senior notes maturing May15, 2017 and received net proceeds of approximately $380million after discounts, fees and other offering costs. Interest is payable semi-annually in arrears on January15 and July15, commencing July15, 2009. A portion of the proceeds were used to repay the $200 million outstanding on the revolving portion of our credit facility. Additionally, we expect to repay all of the outstanding $135million mortgage debt on the Westin Kierland Resort Spa using proceeds from this issuance in December 2009. The outstanding 9% Series T senior notes are equal in right of payment with all of our other senior notes.
Exchangeable Debentures. The total face amount of the outstanding 2004 and 2007 Debentures is $325million and $600million, respectively, as of June19, 2009. The Debentures are equal in right of payment with all of our other senior notes. The 2004 Debentures mature April 2024; however, holders have the right to require us to repurchase the 2004 Debentures on April15, 2010,April15, 2014 and April15, 2019 for cash equal to 100% of the principal amount. The 2007 Debentures mature April 2027; however, holders have the right to require us to repurchase the 2007 Debentures on April15, 2012,April15, 2017 and April15, 2022 for cash equal to 100% of the principal amount.
During March 2009, we repurchased $75 million face amount of the 2004 Debentures with a carrying value of $72million for approximately $69million and recorded a gain on the repurchase of approximately $3million. Subsequent to the end of the second quarter of 2009, we repurchased $22million face amount of the 2007 Debentures with a carrying value of $19million for approximately $18million and will recognize a gain on the repurchase of approximately $1million in the third quarter. Since the fourth quarter of 2008, we have repurchased a total of $197million face amount of the Debentures for approximately $169million.
Mortgage Debt. On July1, 2009, we repaid the $175 million San Diego Marriott Hotel Marina mortgage loan at maturity. |
7.Stockholder's Equity |
7. Stockholders Equity
Dividends. On June15, 2009, our Board of Directors declared a cash dividend of $0.5546875 per share on our Class E cumulative redeemable preferred stock. The dividend was paid on July15, 2009 to preferred stockholders of record as of June30, 2009.
Common Stock Offering. On April29, 2009, we issued 75,750,000 shares of common stock at $6.60 per share and received net proceeds of approximately $480million, after underwriting discounts and commissions and transaction expenses.
Stock and Equity Related Securities Repurchase. Our Board of Directors authorized a program to repurchase up to $500million of common stock and equity related securities. These securities may be purchased in the open market or through private transactions, depending on market conditions. The plan does not obligate the Company to repurchase any specific number or amount of securities and may be suspended at any time at managements discretion. Currently, we have used a total of $269 million of the funds allocated under this plan, including the $169 million used to repurchase the exchangeable debentures described in Note 6 above. We have approximately $231 million remaining under the Board of Directors authorization for future repurchases.
Equity is allocated between controlling and non-controlling interests as follows (in millions):
HostHotels Resorts, Inc. Non-redeemable non-controlling interests Total Redeemable non-controlling interests
Balance, December31, 2008 $ 5,592 $ 24 $ 5,616 $ 156
Net income (loss) (127 ) 1 (126 ) (3 )
Changes in ownership 522 (2 ) 520 (38 )
Other comprehensive loss (note 9) (3 ) (3 )
Balance, June19, 2009 $ 5,984 $ 23 $ 6,007 $ 115
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8.Geographic Information |
8. Geographic Information
We consider each one of our hotels to be an operating segment, none of which meets the threshold for a reportable segment. We also allocate resources and assess operating performance based on individual hotels. All of our other real estate investment activities (primarily our leased hotels and office buildings) are immaterial and meet the aggregation criteria, and thus, we report one segment: hotel ownership. Our foreign operations consist of four properties located in Canada, two properties located in Chile and one property located in Mexico. There were no intercompany sales during the periods presented. The following table presents total revenues for each of the geographical areas in which we operate:
Quarter ended Year-to-date ended
June19, 2009 June13, 2008 June19, 2009 June13, 2008
(in millions)
United States $ 1,032 $ 1,338 $ 1,879 $ 2,346
Canada 22 33 41 58
Chile 7 9 10 14
Mexico 3 8 6 12
Total revenue $ 1,064 $ 1,388 $ 1,936 $ 2,430
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9.Comprehensive Income |
9. Comprehensive Income
Other comprehensive income consists of unrealized gains and losses on foreign currency translation adjustments and hedging instruments.
The following table presents comprehensive income for all periods presented:
Quarter ended Year-to-date ended
June19, 2009 June13, 2008 June19, 2009 June13, 2008
(in millions)
Net income (loss) $ (69 ) $ 193 $ (129 ) $ 256
Other comprehensive income (loss) (13 ) (3 ) 4
Comprehensive income (loss) (69 ) 180 (132 ) 260
Comprehensive (income) loss attributable to the non-controlling interests 1 (10 ) 2 (18 )
Comprehensive income (loss) attributable to Host Hotels Resorts, Inc. $ (68 ) $ 170 $ (130 ) $ 242
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10.Dispositions |
10. Dispositions
Dispositions. In the first quarter of 2009, we sold the Hyatt Regency Boston for a total of approximately $113million, including the return of reserves held by the manager, and recorded a gain on the disposition of approximately $20million, net of tax. The following table summarizes the revenues, income (loss) before taxes, and the gain (loss) on dispositions, net of tax, of the hotels which have been reclassified to discontinued operations, which includes assets held for sale and the results of sold hotels prior to their disposition, in the condensed consolidated statements of operations for the periods presented:
Quarter ended Year-to-date ended
June19, 2009 June13, 2008 June19, 2009 June13, 2008
(in millions)
Revenues $ 13 $ 29 $ 25 $ 49
Income (loss) before income taxes 2 6 (20 ) 7
Gain (loss) on dispositions, net of tax (1 ) 10 17 10
Subsequent to the quarter ended June19, 2009, we sold three non-core properties: the 448-room Sheraton Stamford Hotel, the 253-room Washington Dulles Marriott Suites and the 430-room Boston Marriott Newton for net proceeds of approximately $64million and we expect to record a gain of approximately $10million in the third quarter. We believe the growth prospects of these hotels were limited and certain of the hotels required significant capital expenditures. These three properties are classified as held-for-sale in the condensed consolidated balance sheet as of June19, 2009. During the first quarter of 2009, we recorded an impairment charge of approximately $19million associated with the Sheraton Stamford Hotel, the operations of which are included in discontinued operations for all periods presented (see note 4).
Net income attributable to common stockholders is allocated between continuing and discontinued operations as follows:
Quarter ended Year-to-date ended
June19, 2009 June13, 2008 June19, 2009 June13, 2008
Income (loss) from continuing operations, net of tax $ (69 ) $ 167 $ (125 ) $ 222
Discontinued operations, net of tax 1 16 (2 ) 16
Net income (loss) attributable to common stockholders $ (68 ) $ 183 $ (127 ) $ 238
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11.Fair Value of Financial Instruments |
11. Fair Value of Financial Instruments
The fair value of certain financial assets and liabilities and other financial instruments are shown below:
June19, 2009 December31, 2008
Carrying Amount Fair Value Carrying Amount Fair Value
(in millions)
Financial assets
Notes receivable $ 12 $ 12 $ 12 $ 12
Financial liabilities
Senior notes 3,414 3,125 3,027 2,297
Exchangeable senior debentures 859 819 916 743
Credit facility (including the $210 million term loan) 210 196 410 378
Mortgage debt and other, net of capital leases 1,610 1,507 1,522 1,501
Notes receivable and other financial assets are valued based on expected future cash flows discounted at risk-adjusted rates. Valuations for secured debt and our credit facility are determined based on expected future payments discounted at risk-adjusted rates. Due to continuing uncertainty in the credit markets, third party estimates for the risk adjusted rate for each loan is not readily attainable. Management has estimated the rate based upon available market data and estimates of the fair value of the property securing the mortgage. Senior Notes and the Exchangeable Senior Debentures are valued based on quoted market prices. The fair values of financial instruments not included in this table are estimated to be equal to their carrying amounts. |