FelCor LP's Consolidating Financial Information | FelCor LP's Consolidating Financial Information Certain of FelCor LP's 100% owned subsidiaries (FCH/PSH, L.P.; FelCor/CMB Buckhead Hotel, L.L.C.; FelCor/CMB Marlborough Hotel, L.L.C.; FelCor/CMB Orsouth Holdings, L.P.; FelCor/CMB SSF Holdings, L.P.; FelCor/CSS Holdings, L.P.; FelCor Dallas Love Field Owner, L.L.C.; FelCor Milpitas Owner, L.L.C.; FelCor TRS Borrower 4, L.L.C.; FelCor Hotel Asset Company, L.L.C.; FelCor St. Pete (SPE), L.L.C.; FelCor Esmeralda (SPE), L.L.C.; FelCor S-4 Hotels (SPE), L.L.C.; Madison 237 Hotel, L.L.C.; Myrtle Beach Owner, L.L.C.; and Royalton 44 Hotel, L.L.C., collectively the “Subsidiary Guarantors”), together with Rangers, guaranty, fully and unconditionally, except where subject to customary release provisions as described below, and jointly and severally, our senior notes debt. The guaranties by the Subsidiary Guarantors may be automatically and unconditionally released upon (i) the sale or other disposition of all of the capital stock of the Subsidiary Guarantor or the sale or disposition of all or substantially all of the assets of the Subsidiary Guarantor, if, in each case, as a result of such sale or disposition, such Subsidiary Guarantor ceases to be a subsidiary of FelCor LP, (ii) the consolidation or merger of any such Subsidiary Guarantor with any person other than FelCor LP, or a subsidiary of FelCor LP, if, as a result of such consolidation or merger, such Subsidiary Guarantor ceases to be a subsidiary of the Operating Partnership, (iii) a legal defeasance or covenant defeasance of the indenture, (iv) the unconditional and complete release of such Subsidiary Guarantor in accordance with the modification and waiver provisions of the indenture, or (v) the designation of a restricted subsidiary that is a Subsidiary Guarantor as an unrestricted subsidiary under and in compliance with the indenture. For the Predecessor period, FelCor TRS was a subsidiary guarantor in the condensed consolidating balance sheet, the condensed consolidating statements of operations and comprehensive income, and the condensed consolidating statements of cash flows. Pursuant to the terms of each of the indentures governing the Senior Notes, upon completion of the distribution of the equity interests in FelCor TRS, FelCor TRS' guarantee of the Senior Notes was automatically released and FelCor TRS Holdings, L.L.C. ceased being a subsidiary guarantor of the Senior Notes. Accordingly, FelCor TRS is not a subsidiary guarantor in the FelCor LP consolidating financial information for the Company. The following tables present the consolidating financial information for the Subsidiary Guarantors: FelCor Lodging Limited Partnership Condensed Consolidating Balance Sheet March 31, 2018 (Successor) (in thousands) FelCor LP Subsidiary Guarantors Non-Guarantor Subsidiaries Eliminations Total Consolidated Equity investment in consolidated entities $ 2,216,746 $ — $ — $ (2,216,746 ) $ — Investment in hotel properties, net — 727,113 1,637,227 — 2,364,340 Intangible assets, net — 48,199 69,040 — 117,239 Investment in unconsolidated joint ventures 16,778 — — — 16,778 Cash and cash equivalents 9,214 — 3,811 — 13,025 Restricted cash reserves 436 — 4,281 — 4,717 Related party rent receivable — 14,915 31,839 — 46,754 Prepaid expense and other assets 2,384 1,746 5,019 — 9,149 Total assets $ 2,245,558 $ 791,973 $ 1,751,217 $ (2,216,746 ) $ 2,572,002 Debt, net $ 508,866 $ — $ 268,097 $ (32,709 ) $ 744,254 Accounts payable and other liabilities 10,903 14,572 16,861 — 42,336 Related party lease termination fee payable — 1,536 7,707 — 9,243 Accrued interest 9,588 — — — 9,588 Distributions payable — — 126 — 126 Total liabilities 529,357 16,108 292,791 (32,709 ) 805,547 Partnership interests 1,716,201 775,865 1,408,172 (2,184,037 ) 1,716,201 Total FelCor LP partners' capital 1,716,201 775,865 1,408,172 (2,184,037 ) 1,716,201 Noncontrolling interests — — 5,824 — 5,824 Preferred capital in a consolidated joint venture — — 44,430 — 44,430 Total partners’ capital 1,716,201 775,865 1,458,426 (2,184,037 ) 1,766,455 Total liabilities and partners’ capital $ 2,245,558 $ 791,973 $ 1,751,217 $ (2,216,746 ) $ 2,572,002 FelCor Lodging Limited Partnership Condensed Consolidating Balance Sheet December 31, 2017 (Successor) (in thousands) FelCor LP Subsidiary Guarantors Non-Guarantor Subsidiaries Eliminations Total Consolidated Investment in hotel properties, net $ — $ 856,541 $ 1,641,339 $ — $ 2,497,880 Intangible assets, net — 48,846 69,324 — 118,170 Equity investment in consolidated entities 2,384,094 — — (2,384,094 ) — Investment in unconsolidated joint ventures 16,912 — — — 16,912 Cash and cash equivalents 9,202 — 5,526 — 14,728 Restricted cash reserves 436 — 2,867 — 3,303 Related party rent receivable — 32,200 47,890 — 80,090 Prepaid expense and other assets 4,405 3,292 4,994 — 12,691 Total assets $ 2,415,049 $ 940,879 $ 1,771,940 $ (2,384,094 ) $ 2,743,774 Debt, net $ 1,062,716 $ — $ 269,098 $ (32,709 ) $ 1,299,105 Accounts payable and other liabilities 20,018 13,605 20,568 — 54,191 Related party lease termination fee payable — — 7,707 — 7,707 Accrued interest 12,286 — — — 12,286 Distributions payable — — 126 — 126 Total liabilities 1,095,020 13,605 297,499 (32,709 ) 1,373,415 Partnership interests 1,320,029 927,274 1,424,111 (2,351,385 ) 1,320,029 Total FelCor LP partners’ capital 1,320,029 927,274 1,424,111 (2,351,385 ) 1,320,029 Noncontrolling interests — — 5,900 — 5,900 Preferred capital in a consolidated joint venture — — 44,430 — 44,430 Total partners’ capital 1,320,029 927,274 1,474,441 (2,351,385 ) 1,370,359 Total liabilities and partners’ capital $ 2,415,049 $ 940,879 $ 1,771,940 $ (2,384,094 ) $ 2,743,774 FelCor Lodging Limited Partnership Condensed Consolidating Statement of Operations and Comprehensive Income For the Three Months Ended March 31, 2018 (Successor) (in thousands) FelCor LP Subsidiary Guarantors Non-Guarantor Subsidiaries Eliminations Total Consolidated Revenue Related party lease revenue $ — $ 18,853 $ 34,697 $ — $ 53,550 Total revenue — 18,853 34,697 — 53,550 Expense Depreciation and amortization 114 8,752 11,846 — 20,712 Property tax, insurance and other 42 7,485 7,304 — 14,831 General and administrative 481 40 87 — 608 Transaction costs 1,509 8 11 — 1,528 Total operating expense 2,146 16,285 19,248 — 37,679 Operating income (2,146 ) 2,568 15,449 — 15,871 Other income 8 — — — 8 Interest income 108 — — (78 ) 30 Interest expense (10,587 ) — (2,638 ) 78 (13,147 ) Gain on extinguishment of indebtedness 12,929 — — — 12,929 Income before equity in income from unconsolidated joint ventures 312 2,568 12,811 — 15,691 Equity in income from consolidated entities 5,723 — — (5,723 ) — Equity in income from unconsolidated joint ventures 116 — — — 116 Income from operations 6,151 2,568 12,811 (5,723 ) 15,807 Loss on sale of hotel properties — (9,399 ) 33 — (9,366 ) Net income and comprehensive income 6,151 (6,831 ) 12,844 (5,723 ) 6,441 Loss attributable to noncontrolling interests — — 76 — 76 Preferred distributions - consolidated joint venture — — (366 ) — (366 ) Net income and comprehensive income attributable to FelCor LP $ 6,151 $ (6,831 ) $ 12,554 $ (5,723 ) $ 6,151 FelCor Lodging Limited Partnership Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) For the Three Months Ended March 31, 2017 (Predecessor) (in thousands) FelCor LP Subsidiary Guarantors Non-Guarantor Subsidiaries Eliminations Total Consolidated Revenue Room revenue $ — $ 144,933 $ — $ — $ 144,933 Food and beverage revenue — 32,074 — — 32,074 Percentage lease revenue — — 38,044 (38,044 ) — Other revenue 4 11,032 61 — 11,097 Total revenue 4 188,039 38,105 (38,044 ) 188,104 Expense Room expense — 40,678 — — 40,678 Food and beverage expense — 26,222 — — 26,222 Management and franchise fee expense — 7,550 — — 7,550 Other operating expense — 54,388 — — 54,388 Total property operating expense — 128,838 — — 128,838 Depreciation and amortization 115 10,858 16,865 — 27,838 Impairment loss — 24,838 — — 24,838 Property tax, insurance and other 40 46,693 6,000 (38,044 ) 14,689 General and administrative — 3,630 3,310 — 6,940 Transaction costs 473 — — — 473 Total operating expense 628 214,857 26,175 (38,044 ) 203,616 Operating loss (624 ) (26,818 ) 11,930 — (15,512 ) Intercompany interest income (expense) 95 — (95 ) — — Interest income 18 15 — — 33 Interest expense (14,566 ) — (4,753 ) — (19,319 ) Loss before equity in loss from unconsolidated joint ventures (15,077 ) (26,803 ) 7,082 — (34,798 ) Equity in loss from consolidated entities (21,435 ) — — 21,435 — Equity in loss from unconsolidated joint ventures 441 (560 ) (11 ) — (130 ) Loss before income tax expense (36,071 ) (27,363 ) 7,071 21,435 (34,928 ) Income tax expense (26 ) (521 ) — — (547 ) Loss from operations (36,097 ) (27,884 ) 7,071 21,435 (35,475 ) Loss on sale of hotel properties — (526 ) (140 ) — (666 ) Net loss and comprehensive loss (36,097 ) (28,410 ) 6,931 21,435 (36,141 ) Loss attributable to noncontrolling interests in consolidated joint ventures — 266 138 — 404 Preferred distributions - consolidated joint venture — — (360 ) — (360 ) Net loss and comprehensive loss attributable to FelCor LP (36,097 ) (28,144 ) 6,709 21,435 (36,097 ) Preferred distributions (6,279 ) — — — (6,279 ) Net loss attributable to FelCor LP common unitholders $ (42,376 ) $ (28,144 ) $ 6,709 $ 21,435 $ (42,376 ) FelCor Lodging Limited Partnership Condensed Consolidating Statement of Cash Flows For the Three Months Ended March 31, 2018 (Successor) (in thousands) FelCor LP Subsidiary Guarantors Non-Guarantor Subsidiaries Eliminations Total Consolidated Operating activities: Cash flows from operating activities $ (24,317 ) $ 31,603 $ 42,012 $ — $ 49,298 Investing activities: Improvements and additions to hotel properties — (5,416 ) (12,725 ) — (18,141 ) Additions to property and equipment (3 ) — — — (3 ) Proceeds from the sale of hotel properties, net — 116,591 33 — 116,624 Intercompany financing 171,272 — — (171,272 ) — Cash flows from investing activities 171,269 111,175 (12,692 ) (171,272 ) 98,480 Financing activities: Repayments of borrowings (538,760 ) — (752 ) — (539,512 ) Contributions from partners 598,033 — — — 598,033 Distributions to partners (206,212 ) — — — (206,212 ) Preferred distributions - consolidated joint venture — — (366 ) — (366 ) Payments of deferred financing costs — — (10 ) — (10 ) Intercompany financing — (142,778 ) (28,494 ) 171,272 — Cash flows from financing activities (146,939 ) (142,778 ) (29,622 ) 171,272 (148,067 ) Net change in cash, cash equivalents, and restricted cash reserves 13 — (302 ) — (289 ) Cash, cash equivalents, and restricted cash reserves, beginning of period 9,637 — 8,394 — 18,031 Cash, cash equivalents, and restricted cash reserves, end of period $ 9,650 $ — $ 8,092 $ — $ 17,742 FelCor Lodging Limited Partnership Condensed Consolidating Statement of Cash Flows For the Three Months Ended March 31, 2017 (Predecessor) (in thousands) FelCor LP Subsidiary Guarantors Non-Guarantor Subsidiaries Eliminations Total Consolidated Operating activities: Cash flows from operating activities $ (16,563 ) $ 17,875 $ 24,652 $ — $ 25,964 Investing activities: Improvements and additions to hotel properties 2 (5,719 ) (13,745 ) — (19,462 ) Net payments related to asset sales (306 ) (406 ) (100 ) — (812 ) Distributions from unconsolidated joint ventures in excess of earnings 490 — — — 490 Intercompany financing 37,025 — — (37,025 ) — Cash flows from investing activities 37,211 (6,125 ) (13,845 ) (37,025 ) (19,784 ) Financing activities: Proceeds from borrowings — — 29,000 — 29,000 Repayments of borrowings — — (13,717 ) — (13,717 ) Contributions from noncontrolling interests — 100 — — 100 Distributions to preferred unitholders (6,279 ) — — — (6,279 ) Distributions to common unitholders (8,326 ) — — — (8,326 ) Intercompany financing — (12,403 ) (24,622 ) 37,025 — Other (852 ) — (360 ) — (1,212 ) Cash flows from financing activities (15,457 ) (12,303 ) (9,699 ) 37,025 (434 ) Net change in cash, cash equivalents, and restricted cash reserves 5,191 (553 ) 1,108 — 5,746 Cash, cash equivalents, and restricted cash reserves, beginning of period 13,532 45,574 7,702 — 66,808 Cash, cash equivalents, and restricted cash reserves, end of period $ 18,723 $ 45,021 $ 8,810 $ — $ 72,554 |