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Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter ended March 27, 1998
OR
Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Commission File Number: 2-75711
POTOMAC HOTEL LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
Delaware 52-1240223
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10400 Fernwood Road
Bethesda, Maryland 20817
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(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: 301-380-2070
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements
for the past 90 days. Yes |X| No
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Potomac Hotel Limited Partnership
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TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
PAGE NO.
Item 1. Financial Statements
Condensed Statement of Operations
Twelve Weeks Ended March 27, 1998 and March 28, 1997..........1
Condensed Balance Sheet
March 27, 1998 and December 31, 1997..........................2
Condensed Statement of Cash Flows
Twelve Weeks ended March 27, 1998 and March 28, 1997..........3
Notes to Condensed Financial Statements.........................4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...........................6
PART II - OTHER INFORMATION
Item 1. Legal Proceedings...............................................11
Item 6. Exhibits and Reports on Form 8-K................................11
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
POTOMAC HOTEL LIMITED PARTNERSHIP
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
(in thousands, except per Unit amounts)
Twelve Weeks Ended
March 27, March 28,
1998 1997
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HOTEL REVENUES..........................................................................$ 16,533 $ 15,914
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OPERATING COSTS AND EXPENSES
Incentive management fee............................................................. 3,245 3,060
Depreciation......................................................................... 1,945 1,263
Base management fee.................................................................. 1,243 1,197
Ground rent, insurance and other..................................................... 1,003 879
Property taxes....................................................................... 817 807
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8,253 7,206
OPERATING PROFIT........................................................................ 8,280 8,708
Interest expense..................................................................... (6,063) (5,845)
Other revenues....................................................................... 121 177
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NET INCOME..............................................................................$ 2,338 $ 3,040
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ALLOCATION OF NET INCOME
General Partner......................................................................$ 24 $ 31
Limited Partners..................................................................... 2,314 3,009
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$ 2,338 $ 3,040
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NET INCOME PER LIMITED PARTNER UNIT (1,800 Units).......................................$ 1,286 $ 1,672
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See Notes to Condensed Financial Statements.
POTOMAC HOTEL LIMITED PARTNERSHIP
CONDENSED BALANCE SHEET
(in thousands)
March 27, December 31,
1998 1997
(unaudited)
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ASSETS
Property and equipment, net..........................................................$ 152,884 $ 154,253
Due from Marriott International, Inc. and affiliates................................. 12,881 10,173
Other assets......................................................................... 5,845 4,265
Restricted cash...................................................................... 6,359 6,351
Cash and cash equivalents............................................................ 1,017 3,182
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$ 178,986 $ 178,224
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LIABILITIES AND PARTNERS' DEFICIT
LIABILITIES
Mortgage debt........................................................................$ 168,909 $ 172,667
Due to Host Marriott Corporation and affiliates...................................... 122,738 125,549
Incentive and base management fees due to Marriott International, Inc. .............. 27,493 25,868
Due to Marriott International, Inc. and affiliates................................... 382 398
Accrued interest and other liabilities............................................... 4,248 864
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Total Liabilities................................................................. 323,770 325,346
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PARTNERS' DEFICIT
General Partner...................................................................... (34,818) (34,842)
Limited Partners..................................................................... (109,966) (112,280)
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Total Partners' Deficit........................................................... (144,784) (147,122)
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$ 178,986 $ 178,224
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See Notes to Condensed Financial Statements.
POTOMAC HOTEL LIMITED PARTNERSHIP
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
(in thousands)
Twelve Weeks Ended
March 27, March 28,
1998 1997
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OPERATING ACTIVITIES
Net income...........................................................................$ 2,338 $ 3,040
Noncash items........................................................................ 5,261 5,893
Changes in operating accounts........................................................ (1,181) (1,743)
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Cash provided by operating activities............................................. 6,418 7,190
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INVESTING ACTIVITIES
Change in property improvement funds................................................. (1,635) (820)
Additions to property and equipment, net............................................. (594) (1,506)
Working capital received from Marriott International, Inc.
and affiliates, net................................................................ - 90
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Cash used in investing activities................................................. (2,229) (2,236)
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FINANCING ACTIVITIES
Repayments to Host Marriott Corporation and affiliates, net.......................... (4,078) (4,825)
Principal repayments on mortgage debt................................................ (3,758) (2,171)
Collection of amounts due from Marriott International, Inc........................... 1,504 -
Repayments to an affiliate of Marriott International, Inc............................ (14) (10)
Change in restricted cash............................................................ (8) (1,621)
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Cash used in financing activities................................................. (6,354) (8,627)
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DECREASE IN CASH AND CASH EQUIVALENTS................................................... (2,165) (3,673)
CASH AND CASH EQUIVALENTS at beginning of period........................................ 3,182 5,228
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CASH AND CASH EQUIVALENTS at end of period..............................................$ 1,017 $ 1,555
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for mortgage and other interest............................................$ 1,279 $ 1,149
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See Notes to Condensed Financial Statements.
POTOMAC HOTEL LIMITED PARTNERSHIP
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. The accompanying condensed financial statements have been prepared by
Potomac Hotel Limited Partnership (the "Partnership") without audit.
Certain information and footnote disclosures normally included in financial
statements presented in accordance with generally accepted accounting
principles have been condensed or omitted from the accompanying
statements. The Partnership believes the disclosures made are
adequate to make the information presented not misleading. However,
the condensed financial statements should be read in conjunction with
the Partnership's financial statements and notes thereto included in
the Partnership's Form 10-K for the fiscal year ended December 31,
1997. In the opinion of the Partnership, the accompanying unaudited
condensed financial statements reflect all adjustments (which include only
normal recurring adjustments) necessary to present fairly the financial
position of the Partnership as of March 27, 1998; the results of
operations for the twelve weeks ended March 27, 1998 and March 28, 1997;
and the statement of cash flows for the twelve weeks ended March 27,
1998, and March 28, 1997. Interim results are not necessarily
indicative of fiscal year performance because of seasonal and
short-term variations.
For financial reporting purposes, the Partnership's net income is
allocated 99% to the limited partners and 1% to Host Marriott Corporation
(the "General Partner"). Significant differences exist between the
net income for financial reporting purposes and the net income for Federal
income tax reporting purposes. These differences are due primarily to the
use for tax purposes of differing useful lives and accelerated
depreciation methods, differing tax bases in contributed capital, and
differing timings in the recognition of management fee expense.
2. Certain reclassifications were made to the prior quarter financial
statements to conform to the current quarter presentation.
3. Hotel revenues represent house profit of the Partnership's hotels since
the Partnership has delegated substantially all of the operating
decisions related to the generation of house profit of the hotels to the
manager. House profit reflects hotel operating results which flow to the
Partnership as property owner and represents gross hotel sales
less property-level expenses, excluding depreciation, base and
incentive management fees, property taxes, ground rent, insurance, and
certain other costs, which are disclosed separately in the condensed
statement of operations. Hotel revenues consist of the following hotel
operating results (in thousands):
Twelve Weeks Ended
March 27, March 28,
1998 1997
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HOTEL SALES
Rooms........................................$ 27,264 $ 25,935
Food and beverage............................ 11,094 10,927
Other........................................ 3,072 3,047
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41,430 39,909
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HOTEL EXPENSES
Departmental direct costs
Rooms...................................... 5,974 5,580
Food and beverage.......................... 8,093 8,129
Other hotel operating expenses............... 10,830 10,286
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24,897 23,995
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HOTEL REVENUES.................................$ 16,533 $ 15,914
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4. On April 17, 1998, Host Marriott Corporation ("Host Marriott"), the
General Partner of the Partnership, announced that its Board of Directors
has authorized the company to reorganize its business operations to
qualify as a real estate investment trust ("REIT") to become effective
as of January 1, 1999. As part of the REIT conversion, Host Marriott
expects to form a new operating partnership (the "Operating Partnership")
and limited partners in certain Host Marriott full-service hotel
partnerships and joint ventures, including the Partnership, are expected
to be given an opportunity to receive, on a tax-deferred basis, Operating
Partnership units in the new Operating Partnership in exchange for their
current partnership interest.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
Certain matters discussed herein are forward-looking statements within the
meaning of the Private Litigation Reform Act of 1995 and as such may involve
known and unknown risks, uncertainties, and other factors which may cause
the actual results, performance or achievements of Potomac Hotel Limited
Partnership (the "Partnership") to be different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Although the Partnership believes the expectations reflected in
such forward-looking statements are based upon reasonable assumptions,
it can give no assurance that its expectations will be attained. These
risks are detailed from time to time in the Partnership's filings with the
Securities and Exchange Commission. The Partnership undertakes no obligation
to publicly release the result of any revisions to these forward-looking
statements that may be made to reflect any future events or circumstances.
RESULTS OF OPERATIONS
The following chart summarizes REVPAR and the percentage change in REVPAR for
each Partnership Hotel:
Twelve Weeks Ended
March 27, March 28, %
1998 1997 Change
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Mountain Shadows $ 162 $ 167 (3%)
Miami Biscayne Bay 126 113 12%
Tampa Westshore 120 113 6%
Seattle 92 79 16%
Houston Medical Center 89 84 6%
Greensboro 82 78 5%
Raleigh Crabtree 82 77 6%
Albuquerque 63 74 (15%)
Combined Average $ 102 $ 98 4%
Hotel Revenues: Hotel revenues increased 4% to $16.5 million for the twelve
weeks ended March 27, 1998, when compared to the same period in 1997. The
increase in revenues was primarily due to the increases in REVPAR at six
of the eight Hotels for the twelve weeks ended March 27, 1998. REVPAR, or
revenue per available room, represents the combination of the average daily
room rate charged and the average daily occupancy achieved and is a commonly
used indicator of hotel performance (although it is not a GAAP, or generally
accepted accounting principles, measure of revenue). For the twelve weeks
ended March 27, 1998, the combined average room rate increased 9% to $126,
while combined average occupancy decreased three percentage points to 81%,
when compared to the same period in 1997.
Operating Costs and Expenses: Operating costs and expenses increased 15%
to $8.3 million for the twelve weeks ended March 27, 1998, when compared to the
same period in 1997. The principal components of this category are discussed
below:
Management Fees and Ground Rent: Incentive management fees, base
management fees, and ground rent are calculated generally as a
percentage of Hotel sales or Hotel revenues. The increases in these
expenses for first quarter 1998 are directly related to the increases in
Hotel sales and Hotel revenues for first quarter 1998.
Depreciation: Depreciation expense increased in the first quarter of
1998 due to property and equipment additions as well as a change in the
estimated useful lives of certain assets.
Operating Profit: Operating profit decreased 5% to $8.3 million for the
twelve weeks ended March 27, 1998, when compared to the same period of 1997 due
to the increase in operating costs and expenses which was offset partially by
the increase in revenues.
Interest Expense: Interest expense increased 4% to $6.1 million for the
twelve weeks ended March 27, 1998, when compared to the same period in 1997
primarily due to increased interest expense on the Bank Loan. The weighted
average interest rate on the Bank Loan was 8.3% for the twelve weeks ended
March 27, 1998, as compared to 7.4% for the comparable period in 1997.
Net Income: Net income decreased 23% to $2.3 million for the twelve weeks
ended March 27, 1998, when compared to the same period in 1997 due to the
decrease in operating profit combined with the increase in interest expense.
Individual hotel operating results are discussed below:
First quarter 1998 revenues at the Mountain Shadows Resort decreased 8% to
$3.4 million when compared to the same period in 1997 primarily due to a 3%
decrease in REVPAR. Although the average room rate increased 4% to $193,
average occupancy decreased six percentage points to 84% for the first
quarter of 1998. The Hotel experienced a decline in occupancy due to mild
winter weather across the country as well above average rainfall and below
average temperatures in the Scottsdale region during the first quarter of
1998. The decline in occupancy also contributed to a decrease in food and
beverage revenues of 5% or $43,000. In order to improve its occupancy for the
remainder of 1998, the Hotel recently added another marketing associate to
its sales force and is continuing to mail newsletters and group business
bonus offers to customers. Additionally, in early 1998, the Hotel replaced the
carpet in its ballroom.
First quarter 1998 revenues for the Miami Biscayne Bay Hotel increased 16%
to $4.3 million when compared to the same period in 1997. REVPAR increased
12% to $126 due to a 19% increase in the average room rate to $143 offset
by a six percentage point decrease in average occupancy to 88%. The Hotel
continued to reduce its lower-rated airline contract roomnights and replace
them with higher-rated transient roomnights in first quarter 1998. This
change in customer mix allowed the Hotel to increase its average room rate and
REVPAR. First quarter 1998 food and beverage revenues increased 22% to
$601,000 when compared to first quarter 1997 primarily due to an increase in
catering business. Additionally, the Hotel plans to renovate its lobby,
restaurant, and lounge during the summer of 1998.
Revenues at the Tampa Marriott Westshore Hotel for the first quarter of
1998 remained stable at $1.8 million when compared to the same period in
1997. REVPAR improved 6% to $120 as the average room rate increase of 12%
to $135 was offset by the average occupancy decrease of four percentage
points to 89%. Rooms revenues for first quarter 1998 increased 6% primarily
due to the increase in REVPAR. Food and beverage revenues decreased 34%, or
$103,000, to $199,000 during first quarter 1998 due to a loss of catering
business associated with the closing of the Hotel's outdoor pavilion
tent.
Revenues at the Seattle/Tacoma Airport Hotel increased 22% to $2.2 million
for first quarter 1998 when compared to the same period in 1997 primarily due
to a 16% improvement in REVPAR to $92. The average room rate increased 4% to
$115 over first quarter 1997, and average occupancy increased eight
percentage points to 80%. In the first quarter of 1998, the Hotel focused on
obtaining more higher-rated corporate weekday business, and it also
reduced the availability of corporate discounted rates. The Hotel was able
to increase its average room rate due to the strong demand in the Seattle
area. Food and beverage revenues also increased by 28%, or $141,000, to
$649,000 during the first quarter of 1998. The Hotel implemented
revenue-maximizing strategies, such as requiring large groups to purchase one
catered meal per day, in the food and beverage area during first quarter 1998.
The Hotel completed renovations of its Snoqualmie Ballroom and Yukon
Landing Restaurant in February 1998. The outlook for the remainder of
1998 remains strong as the Hotel will continue to focus on increasing its
weekday business.
Revenues at the Houston Medical Center Hotel increased 6% to $1.7 million in
first quarter 1998 when compared to the same period in 1997. REVPAR
increased 6% to $89 as the average room rate increased 12% to $107 and
average occupancy decreased four percentage points to 83%. The increase in
the average room rate was due to a an increase in the corporate room rate. The
decrease in average occupancy was due to the decline in overall demand in the
region. The increase in REVPAR contributed to a 7%, or $142,000, increase
in rooms revenue. During the summer of 1998, the Hotel plans to complete a
rooms renovation that will replace the bedspreads, drapery, upholstery, carpet,
and furniture in all its guest rooms.
The Greensboro Hotel reported a 22% increase in revenues to $1.1 million for
the first quarter of 1998 when compared to the same period in 1997. The
increase in revenues was due to increases in rooms revenues as well as food
and beverage revenues. Rooms revenues increased 6% to $1.5 million
primarily due to an increase in REVPAR of 5% to $82. REVPAR increased due
to a 7% increase in the average room rate to approximately $108 offset by a
one percentage point decrease in average occupancy to 76%. Food and beverage
revenues increased 84% to $222,000 due to an increase in group catering
sales. In 1998, the Hotel will replace the fixtures and tiles in all its guest
bathrooms.
Revenues at the Raleigh Crabtree Valley Hotel remained stable at
$1.2 million over the comparable prior year period. First quarter 1998
rooms revenues increased 5%, or $85,000, to $1.8 million when compared to
first quarter 1997. REVPAR increased 6% to $82 due to a 6% increase in the
average room rate to $102. Average occupancy remained stable at 80%. The
Hotel increased its corporate room rate by $10 in January 1998. The
increase in rooms revenues was offset by an increase in sales and marketing
expenses and repairs and maintenance expenses. The Hotel increased its
sales and marketing staff to help it aggressively compete for and maintain its
market share, and in the first quarter of 1998, the Hotel incurred
nonrecurring repairs and maintenance expenses. In February 1998, the Hotel
completed the expansion of its restaurant as well as the conversion of its
lounge into additional meeting space. Additionally, the Hotel plans to
complete the construction of its business center in the second quarter of 1998.
First quarter 1998 revenues for the Albuquerque Hotel decreased 33% to
$800,000 when compared to the same period in 1997 due to a decrease in rooms
revenues and food and beverage revenues. Year-to-date REVPAR decreased 15%
to approximately $63 when compared to the same period in 1997. The Hotel's
average room rate decreased 1% to $93, and its average occupancy decreased
eleven percentage points to 68%. These decreases directly resulted from a
decline in city-wide conventions in the Albuquerque region in the first
quarter of 1998. To address the decline in demand, the Albuquerque Convention
and Visitors Bureau has retained an outside consulting firm to evaluate
options, such as expanding the city's convention center. The Hotel continues
to evaluate its pricing strategies to ensure it is competing effectively in
the market, and during 1998, the Hotel plans to renovate its Allies American
Grille Restaurant.
CAPITAL RESOURCES AND LIQUIDITY
The Partnership's financing needs have historically been funded through
loan agreements with independent financial institutions, Host Marriott
Corporation ("Host Marriott") and its affiliates or Marriott International,
Inc. ("MII") and its affiliates. The general partner believes that the
Partnership will have sufficient capital resources and liquidity to continue
to conduct its business in the ordinary course.
Principal Sources and Uses of Cash
The Partnership reported a decrease in cash and cash equivalents of $2.2
million during the twelve weeks ended March 27, 1998. This decrease was due to
the use of cash for investing and financing activities partially offset by cash
provided by operating activities.
The Partnership's principal source of cash is cash from operations. Total
cash provided by operations decreased $772,000, to $6.4 million, for the
twelve weeks ended March 27, 1998, when compared to the twelve weeks ended
March 28, 1997.
The Partnership's principal uses of cash are to (i) pay for capital
expenditures and to fund the property improvement funds, (ii) make deposits
to restricted cash accounts, (iii) pay debt service on the Partnership's
mortgage debt, and (iv) pay amounts owed to Host Marriott and MII.
Cash used in investing activities was $2.2 million for the twelve weeks ended
March 27, 1998, and March 28, 1997. Cash used in investing activities for
the twelve weeks ended March 27, 1998, included capital expenditures
of $594,000, primarily related to furniture, fixtures, and equipment ("FF&E")
renewals and replacements at the Hotels.
Cash used in financing activities was $6.4 million and $8.6 million for the
twelve weeks ended March 27, 1998, and March 28, 1997, respectively. Cash
used in financing activities for the twelve weeks ended March 27, 1998,
included repayments to Host Marriott and affiliates of $4.1 million and
repayments on the Partnership's mortgage debt of $3.8 million.
No cash was distributed to the partners during the twelve weeks ended
March 27, 1998, or March 28, 1997.
Capital Expenditures
It is anticipated that shortfalls in the property improvement fund for the
six hotels financed with the Bank Loan, as defined below, will occur in 1998.
The General Partner is currently working with the Manager and the lender to
resolve the expected shortfalls.
Debt
The Partnership's financing needs are funded through loan agreements with
(i) The Mitsui Trust and Banking Company (the "Bank Lender"), (ii) Host Marriott
and its affiliates, and (iii) MII and its affiliates.
Total Partnership interest expense increased 4% to $6.1 million for the
twelve weeks ended March 27, 1998, when compared to the same period in 1997
primarily due to increased interest expense on the mortgage loan (the "Bank
Loan"). The weighted average interest rate on the Bank Loan was 8.3% for the
twelve weeks ended March 27, 1998, as compared to 7.4% for the comparable
period in 1997.
The Bank Loan matures on December 22, 1998; however, an additional one-year
extension is available. In order to extend the Bank Loan maturity date until
December 22, 1999, the Partnership must provide notice of its intent to extend
the loan along with adequate debt service coverage tests to the lender by
June 22, 1998. Based on current debt service coverage tests, the Partnership
expects to be able to exercise the additional one-year extension of the loan
upon its maturity on December 22, 1998.
Pursuant to the terms of the restated Bank Loan, operating profit, as defined,
and the subordinated portion of the base management fee in excess of debt
service for the six hotels financed with the Bank Loan must be held in a
collateral account with the lender. After the end of each fiscal year, excess
cash remaining in the collateral account is applied to repay Bank Loan
principal, advances under the $26 million debt service guaranty
(the "Bank Guaranty") provided by Host Marriott and, depending upon the
unadvanced balance of the Bank Guaranty, deferred base management fees to
MII. As a result, on February 23, 1998, the Partnership repaid $3.8 million
in principal on the Bank Loan, $2.2 million to Host Marriott on the Bank
Guaranty, and $1.5 million to MII for deferred base management fees using
amounts in the collateral account. As of March 27, 1998, the balance of the
Bank Loan was $168.9 million, $21.6 million was available under the Bank
Guaranty, and deferred base management fees payable to MII were $2.4 million.
In connection with the restructuring of the Bank Loan, Host Marriott
agreed to provide an additional guaranty (the "Interest Guaranty") for
$12 million to cover any shortfalls in the payment of interest after
application of all cash flow available for debt service. Advances with
respect to interest will be made first under the Interest Guaranty and then
under the Bank Guaranty or an equivalent "backup" guaranty provided by MII. No
amounts have been advanced under the Interest Guaranty. Additionally, in
early 1998, in accordance with the terms of the Interest Guaranty, the
amount available was reduced from $8 million to $4 million.
Host Marriott advanced funds (the "Host FF&E Loans") to the Partnership from
1991 through 1994 for the purchase of FF&E. The loans are secured by payments
from MII under leases from the Partnership for FF&E replacements. On February
9, 1998, MII repaid $1.5 million of principal to the Partnership on these
leases, and the Partnership subsequently repaid $1.4 million of principal
to Host Marriott on the Host FF&E Loans. Therefore, as of March 27, 1998,
the balance of the Host FF&E Loans was $1.5 million.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Neither the Partnership nor the Hotels are presently subject to any material
litigation nor, to the General Partner's knowledge, is any material
litigation threatened against the Partnership or the Hotels, other than routine
litigation and administrative proceedings arising in the ordinary course of
business, some of which are expected to be covered by liability insurance
and which collectively are not expected to have a material adverse effect on the
business, financial condition, or results of operations of the Partnership.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) None.
(b) Reports on Form 8-K
A Form 8-K was filed with the Securities and Exchange Commission
on May 8, 1998. In this filing, Item 5 -Other Events discloses
the announcement by Host Marriott, the General Partner of the
Partnership, that Host Marriott's Board of Directors has
authorized Host Marriott to reorganize its business operations
to qualify as a real estate investment trust, effective as of
January 1, 1999. A copy of the press release was included as an
Item 7 - Exhibit in this Form 8-K filing.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Form 10-Q to be signed on its behalf by the
undersigned, thereunto duly authorized.
POTOMAC HOTEL LIMITED PARTNERSHIP
By: HOST MARRIOTT CORPORATION
General Partner
By: /s/ Donald D. Olinger
Donald D. Olinger
Senior Vice President and Corporate Controller
(Principal Accounting Officer)
May 11, 1998