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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 10-Q

(MARK ONE)


ý

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

for the quarterly period ended June 30, 2002

OR

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

for the transition period from                              to                             

Commission File number 333-84334


RFS PARTNERSHIP, L.P.
(exact name of registrant as specified in its charter)

Tennessee
(State or other incorporation)
  62-1541639
(I.R.S. Employer Identification Number)

 

 

 
850 Ridge Lake Boulevard, Suite 300,
Memphis, TN 38120
(901) 767-7005
(Address of principal executive offices
including zip code and telephone number)

        Indicate by check mark whether the Registrant (i) 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 (ii) has been subject to such filing requirements for the past 90 days.

ý Yes    o No

        The number of units outstanding on August 14, 2002 was 30,920,838.




RFS PARTNERSHIP, L.P.
INDEX

 
 
   
  PAGE

PART I.

 

FINANCIAL INFORMATION

 

 

 

Item 1.

 

Financial Statements

 

 

 

 

 

Consolidated Balance Sheets—June 30, 2002 (unaudited) and December 31, 2001

 

3

 

 

 

Consolidated Statements of Operations—For the three and six months ended June 30, 2002 and 2001 (unaudited)

 

4

 

 

 

Consolidated Statements of Cash Flows—For the three and six months ended June 30, 2002 and 2001 (unaudited)

 

5

 

 

 

Notes to Consolidated Financial Statements

 

6

 

Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

16

 

Item 3.

 

Quantitative and Qualitative Disclosure About Market Risk

 

25

PART II.

 

OTHER INFORMATION

 

 

 

Item 4.

 

Submission of Matters to Vote of Security Holders

 

27

 

Item 6.

 

Exhibits and Reports on Form 8-K

 

27

2


RFS PARTNERSHIP, L.P.
CONSOLIDATED BALANCE SHEETS
(in thousands)

 
  June 30,
2002

  December 31,
2001

 
 
  (unaudited)

   
 
ASSETS              
Investment in hotel properties, net   $ 605,326   $ 615,562  
Cash and cash equivalents     10,473     5,735  
Restricted cash     5,375     6,817  
Accounts receivable     5,105     5,533  
Deferred expenses, net     8,764     6,964  
Other assets     3,674     3,517  
Deferred income taxes     25,114     24,734  
   
 
 
      Total assets   $ 663,831   $ 668,862  
   
 
 

LIABILITIES AND PARTNERS' CAPITAL

 

 

 

 

 

 

 
Accounts payable and accrued expenses   $ 26,960   $ 23,032  
Borrowings on Line of Credit     9,250     81,188  
Mortgage notes payable     160,530     219,947  
Senior notes payable     125,000        
   
 
 
      Total liabilities     321,740     324,167  

Commitments and contingencies

 

 

 

 

 

 

 
Series B Preferred Units, $0.01 par value, 5,000 units authorized, 250 units issued and outstanding at December 31, 2001         25,000  

Redeemable limited partnership units at redemption value, 2,459 units at June 30, 2002 and December 31, 2001, respectively

 

 

33,291

 

 

27,980

 

Partners' Capital:

 

 

 

 

 

 

 
Other comprehensive income           (3,220 )
General partnership units, 28,465 units and 25,235 units at June 30, 2002 and December 31, 2001, respectively     308,800     294,935  
   
 
 
  Total partners' capital     308,800     291,715  
   
 
 
    Total liabilities and partners' capital   $ 663,831   $ 668,862  
   
 
 

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

3


RFS PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001
(in thousands, except per unit data)
(unaudited)

 
  Three Months Ended
June 30,

  Six Months Ended
June 30,

 
 
  2002
  2001
  2002
  2001
 
Revenue:                          
  Rooms     46,374     52,163     87,066     102,069  
  Food and beverage     4,674     4,580     8,877     9,337  
  Other operating departments     1,730     2,563     3,336     4,989  
  Lease revenue     1,234     1,429     2,868     3,317  
  Deferred revenue     (491 )   (457 )   (1,503 )   (1,736 )
  Other     107     137     261     341  
   
 
 
 
 
    Total hotel revenue     53,628     60,415     100,905     118,317  
   
 
 
 
 
Hotel operating expenses by department:                          
  Rooms     9,118     9,847     17,538     19,459  
  Food and beverage     3,346     3,553     6,507     7,061  
  Other operating departments     465     557     939     1,097  
Undistributed operating expenses:                          
  Property operating costs     5,445     5,670     10,779     11,461  
  Property taxes, insurance and other     3,174     2,896     6,533     6,141  
  Franchise costs     4,388     4,621     8,230     9,011  
  Maintenance and repair     2,500     2,616     4,815     5,198  
  Management fees     1,270     1,532     2,528     2,883  
  Depreciation     7,612     7,483     14,933     14,877  
  Hilton lease termination         600         65,496  
  Amortization of franchise fees and unearned compensation     319     357     638     716  
  General and administrative     5,032     5,009     9,808     10,092  
   
 
 
 
 
    Total hotel operating expenses     42,669     44,741     83,248     153,492  
   
 
 
 
 
Operating income (loss)     10,959     15,674     17,657     (35,175 )
Debt extinguishment and swap termination costs             10,122      
Amortization of loan origination costs     420     350     777     694  
Interest expense     6,511     6,216     12,555     12,772  
   
 
 
 
 
Income (loss) before gain on sale of assets and income taxes     4,028     9,108     (5,797 )   (48,641 )
Loss (gain) on sale of assets     10     (1,200 )   (962 )   (1,200 )
Provision for (benefit from) income taxes     130     (20 )   (380 )   (24,499 )
   
 
 
 
 
Net income (loss)     3,888     10,328     (4,455 )   (22,942 )
Preferred unit dividends     (781 )   (782 )   (1,562 )   (1,562 )
Gain (loss) on redemption of Preferred Units     (1,890 )       (1,890 )   5,141  
   
 
 
 
 
Net income (loss) applicable to common unitholders   $ 1,217   $ 9,546   $ (7,907 ) $ (19,363 )
   
 
 
 
 
Earnings (loss) per unit—basic and diluted   $ 0.04   $ 0.35   $ (0.27 ) $ (0.71 )
Weighted average common units outstanding—basic     29,505     27,373     28,866     27,356  
Weighted average common units outstanding—diluted     29,676     27,474     28,866     27,356  

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

4


RFS PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
(in thousands)
(unaudited)

 
  2002
  2001
 
Cash flows from operating activities:              
  Net loss   $ (4,455 ) $ (22,942 )
  Adjustments to reconcile net loss to net cash provided (used) by operating activities:              
    Depreciation and amortization     16,348     16,287  
    Write-off of deferred expenses     1,361        
    Gain on sale of assets     (962 )   (1,200 )
    Changes in assets and liabilities:              
      Accounts receivable     428     6,335  
      Other assets     (396 )   4,287  
      Deferred income taxes     (380 )   (24,499 )
      Accounts payable and accrued expenses     7,281     13,598  
   
 
 
        Net cash provided (used) by operating activities     19,225     (8,134 )
   
 
 
Cash flows from investing activities:              
  Investment in hotel properties     (4,646 )   (10,967 )
  Cash paid for franchise fees           (66 )
  Restricted cash     1,442     57  
  Proceeds from sale of assets     1,111     11,408  
   
 
 
        Net cash used by investing activities     (2,093 )   432  
   
 
 
Cash flows from financing activities:              
  Net proceeds (payments) on line of credit     (71,938 )   35,226  
  Proceeds from issuance of debt     125,000        
  Payments on mortgage notes payable     (59,417 )   (4,130 )
  Redemption of preferred units     (25,850 )   (13,000 )
  Distributions to unitholders     (15,838 )   (23,428 )
  Issuance of common and preferred units     39,653     27,565  
  Loan fees paid     (4,004 )   (169 )
   
 
 
        Net cash provided by financing activities     (12,394 )   22,064  
   
 
 
Net increase in cash and cash equivalents     4,738     14,362  
Cash and cash equivalents at beginning of period     5,735     3,681  
   
 
 
Cash and cash equivalents at end of period   $ 10,473   $ 18,043  
   
 
 

        Supplemental disclosure of non-cash activities:

        In 2002, the Partnership:

        In 2001, the Partnership:

5


RFS PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

        1.    Organization. RFS Partnership, L.P. (the "Partnership"), owns interests in 58 hotels with 8,424 room located in 24 states (collectively the "Hotels") at June 30, 2002. RFS Hotel Investors, Inc. ("RFS") is the general partner and owns an approximate 92% ownership in the Partnership. At June 30, 2002, third party limited partners own the remaining 8%.

        These unaudited consolidated financial statements include the accounts of the Partnership and have been prepared in accordance with generally accepted accounting principles for interim financial statements pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for audited financial statements and should be read in conjunction with the financial statements and notes thereto of the Partnership for the year ended December 31, 2001 included in the Partnership's Registration Statement on Form S-4. The following notes to the consolidated financial statements highlight significant changes to notes included in the financial statements that were included in the S-4 and present interim disclosures required by the SEC. The accompanying consolidated financial statements reflect, in the opinion of management, all adjustments necessary for a fair presentation of the interim financial statements. All such adjustments are of a normal and recurring nature. The results of operations for the three and six months ended June 30, 2002 and 2001 are not necessarily indicative of the results of operations to be expected for the full year or future periods.

        2.    Basic and Diluted Earnings Per Unit. Basic earnings per unit is computed by dividing net income (loss) applicable to unitholders by the weighted average number of units outstanding during the period. Diluted earnings per unit is computed by dividing net income (loss) applicable to unitholders by the weighted average number of units and equivalents outstanding. Unit equivalents represent units issuable upon exercise of options. For the six months ended June 30, 2002 and 2001, unit equivalents would be antidilutive, and accordingly, for those periods, are not assumed to be converted in the computation of diluted earnings per unit. In addition, the Series B Preferred Units are non-convertible and accordingly are not included in the computation of diluted earnings per unit.

        3.    Declaration of Dividends. On August 1, 2002, the Partnership declared a $0.25 dividend on each general partnership and limited partnership unit outstanding to unitholders of record on September 6, 2002. The dividend will be paid on September 16, 2002.

        4.    Revenue Recognition. In accordance with Staff Accounting Bulletin (SAB) 101, lease revenue is recognized as income after certain specific annual hurdles have been achieved by the lessee in accordance with provisions of the Percentage Lease agreements. SAB 101 effectively defers the recognition of revenue from its percentage leases for the first and second quarters to the third and fourth quarters. At June 30, 2002, deferred revenue of $1.5 million is included in accounts payable and accrued expenses. The lessees are in compliance with their rental obligations under the Percentage Leases. For the three and six months ended June 30, 2002 and 2001, five hotels were leased to third-party lessees.

        5.    Debt. On February 26, 2002, the Partnership sold $125 million of senior notes. The senior notes mature March 1, 2012 and bear interest at a rate of 9.75% per year, payable semi-annually, in arrears, on March 1 and September 1 of each year, commencing on September 1, 2002. The senior notes are unsecured obligations of the Partnership and are guaranteed by RFS and certain of its subsidiaries. The senior notes contain covenants that could, among other things, restrict the Partnership's ability to borrow money, pay dividends on or repurchase units, make investments, and sell assets or enter into mergers and consolidations.

6



        Net proceeds of $121.5 million were used to retire the 1996 CMBS mortgage debt on March 20, 2002 ($57.5 million outstanding), pay the prepayment penalty on the 1996 CMBS mortgage debt of approximately $5.5 million, terminate the two outstanding interest rate swap agreements for approximately $3.2 million, with the balance used to reduce outstanding borrowings under the line of credit. As a result of the prepayment of the 1996 CMBS debt, the Partnership expensed $1.4 million in unamortized debt issuance costs.

        6.    Issuance of Common Stock. On February 20, 2002, RFS sold 1.15 million shares of common stock and contributed the net proceeds to the Partnership in exchange for 1.15 million units. Proceeds of approximately $14.2 million (net of $0.2 million expenses) from the sale of the common stock were used to reduce the outstanding balance on the line of credit.

        On June 4, 2002, RFS sold 2.0 million shares of common stock and contributed the net proceeds to the Partnership in exchange for 2.0 million common units. Proceeds of approximately $24.6 million (net of $0.1 million expenses), together with available cash, were used to redeem the Partnership's 250,000 outstanding Series B preferred units from RFS.

        7.    Preferred Units. On June 28, 2002, the Partnership repurchased all of its Series B preferred units from RFS for an aggregate purchase price of $25,850,000, excluding dividends. Dividends were paid through June 30, 2002. The Series B preferred units paid an annual dividend of 12.5%. The Partnership expensed in the second quarter $1.9 million in costs associated with the repurchase, comprised of $0.9 million related to prepayment costs and $1.0 million in issuance costs.

        8.    Gain (Loss) on Sale of Assets. For the quarter ended June 30, 2002, the Partnership incurred a loss of $10 thousand related to the sale of an automobile. In the quarter ended March 31, 2002, the Partnership recognized a gain of approximately $1.0 million on the sale of an unconsolidated joint venture for approximately $1.1 million. Net proceeds from the sale were used to reduce the borrowings outstanding on the line of credit.

        9.    Income Taxes. The Partnership accounts for income taxes in accordance with the provisions of Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes." Under SFAS 109, the Partnership accounts for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

        The components of income tax provision (benefit) for the three and six months ended June 30, 2002 are as follows:

 
  Three Months Ended
  Six Months Ended
 
Deferred:              
  Federal     130     (380 )
   
 
 
Provision for (benefit from) income taxes   $ 130   $ (380 )
   
 
 

The deferred provision for (benefit from) income taxes and related deferred tax asset was calculated using an effective tax rate of 38% applied to the loss of the TRS Lessees.

        The deferred tax asset relates mainly to the payments to terminate the operating leases, management contracts and ancillary agreements with Hilton in 2001 that were expensed for financial reporting purposes whereas, for tax purposes, these payments will be amortized over the lives of the leases. The Partnership believes that the TRS Lessees will generate sufficient future taxable income to realize in full the deferred tax asset. Accordingly, no valuation allowance has been recorded at June 30, 2002. The Partnership anticipates it will not pay any significant federal or state income taxes.

7



        10.  Comprehensive Income. SFAS No. 130, "Reporting Comprehensive Income," requires the disclosure of the components included in comprehensive income (loss). For the three months ended June 30, 2002, the Partnership's comprehensive income was $1.2 million, the same as the Partnership's net income. For the six months ended June 30, 2002, the Partnership's comprehensive loss was $4.7 million, comprised of the Partnership's net loss of $7.9 million, offset by the termination of the interest rate swaps of $3.2 million that was previously included in comprehensive income.

        11.  Segment Information. SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information," requires the disclosure of selected information about operating segments. Based on the guidance provided in the standard, the Partnership has determined that its business is conducted in one operating segment.

        12.  Recent Accounting Pronouncements. The Partnership has elected to adopt the provisions of SFAS 145, "Rescission of FAS Nos. 4, 44, and 64, Amendment of FAS 13, and Technical Corrections as of April 2002". SFAS 145 rescinds the provisions of SFAS 4 that would have required the loss on the extinguishment of debt for the six months ended June 30, 2002 of $6.9 million (excludes $3.2 million swap termination costs) described in Note 5 to be reported net of tax as an extraordinary item.

        13.  Consolidated Financial Information. RFS Leasing II, Inc., RFS Leasing VII, Inc., RFS Financing Partnership, L.P., RFS Financing Corporation and RFS Financing 2002, LLC, wholly-owned subsidiaries of the Partnership ("Guarantor Subsidiaries"), have guaranteed on a full and unconditional basis, the payment of amounts due under the Partnership's $125 million senior notes. RFS Leasing II and RFS Leasing VII had no substantial operations prior to January 1, 2001. RFS Leasing II leases 15 hotels directly from RFS Financing Partnership, L.P., which owns the fifteen hotels. RFS Leasing VII leases 21 hotels from the Partnership. As of and for the three and six months ended June 30, 2002 and the year ended December 31, 2001, RFS Leasing II and RFS Leasing VII did not have a material amount of assets, and incurred both operating and net losses. RFS Financing 2002 was formed to facilitate the issuance of the senior notes in February, 2002. RFS Financing Corporation was formed to facilitate the issuance of the 1996 commercial mortgage bonds, which were redeemed with a portion of the proceeds from the sale of the senior notes. RFS Financing Corporation and RFS Financing 2002 have no operations or assets and no sources of revenue or cash flow. Consequently, in the event that is becomes necessary for RFS Leasing II, RFS Leasing VII, RFS Financing 2002 or RFS Financing Corporation to provide credit support for the senior notes, RFS Leasing VII, RFS Leasing II, RFS Financing 2002 and RFS Financing Corporation likely will not have sufficient cash flow to make any required payments under the senior notes.

        The following tables present consolidating information for the Partnership, the Guarantor Subsidiaries and the non-guarantor subsidiaries.

8



Consolidating Balance Sheet
June 30, 2002
(in thousands)

 
  RFS
Partnership, L.P.

  Guarantor
Subsidiaries

  Non-Guarantor
Subsidiaries

  Eliminations
  Total
Consolidated

ASSETS                              
Investment in hotel properties, net   $ 212,932   $ 141,073   $ 251,321         $ 605,326
Investment in consolidated entities     267,626           19,889   $ (287,515 )  
Cash and cash equivalents     3,789     3,825     2,859           10,473
Restricted cash     20           5,355           5,375
Accounts receivable     3,957     13,791     11,901     (24,544 )   5,105
Deferred expenses, net     6,424     126     2,214           8,764
Other assets     1,713     537     1,424           3,674
Deferred income taxes           13,920     11,194           25,114
   
 
 
 
 
  Total assets   $ 496,461   $ 173,272   $ 306,157   $ (312,059 ) $ 663,831
   
 
 
 
 
LIABILITIES AND PARTNERS' CAPITAL                              
Accounts payable and accrued expenses   $ 20,120   $ 9,811   $ 21,573   $ (24,544 ) $ 26,960
Borrowings on Line of Credit     9,250                       9,250
Mortgage notes payable                 160,530           160,530
Senior notes payable     125,000                       125,000
   
 
 
 
 
  Total liabilities     154,370     9,811     182,103     (24,544 )   321,740
   
 
 
 
 
Redeemable units at redemption value     33,291                       33,291
   
                   
General partnership units     308,800     163,461     124,054     (287,515 )   308,800
   
 
 
 
 
  Total partners' capital     308,800     163,461     124,054     (287,515 )   308,800
   
 
 
 
 
  Total liabilities and partners' capital   $ 496,461   $ 173,272   $ 306,157   $ (312,059 ) $ 663,831
   
 
 
 
 

9


Consolidating Balance Sheet
December 31, 2001
(in thousands)

 
  RFS
Partnership,
L.P.

  Guarantor
Subsidiaries

  Non-Guarantor
Subsidiaries

  Eliminations
  Total
Consolidated

 
ASSETS                                
Investment in hotel properties, net   $ 216,228   $ 143,523   $ 255,811         $ 615,562  
Investment in consolidated entities     195,290           12,963   $ (208,253 )    
Cash and cash equivalents     263     3,467     2,005           5,735  
Restricted cash     20     11     6,786           6,817  
Accounts receivable     15,556     16,969     2,331     (29,323 )   5,533  
Deferred expenses, net     3,077     1,512     2,375           6,964  
Other assets     1,814     487     1,216           3,517  
Deferred income taxes           13,552     11,182           24,734  
   
 
 
 
 
 
  Total assets   $ 432,248   $ 179,521   $ 294,669   $ (237,576 ) $ 668,862  
   
 
 
 
 
 
LIABILITIES AND PARTNERS' CAPITAL                                
Accounts payable and accrued expenses   $ 6,365   $ 4,709   $ 26,281   $ (14,323 ) $ 23,032  
Borrowings on Line of Credit     81,188                       81,188  
Mortgage notes payable           58,181     176,766     (15,000 )   219,947  
   
 
 
 
 
 
  Total liabilities     87,553     62,890     203,047     (29,323 )   324,167  
   
 
 
 
 
 
Series B Preferred Units, $.01 par value, 5,000 units authorized, 250 units issued and outstanding     25,000                       25,000  
   
                   
 
Redeemable units at redemption value     27,980                       27,980  
   
                   
 
Other comprehensive income     (3,220 )                     (3,220 )
General partnership units     294,935     116,631     91,622     (208,253 )   294,935  
   
 
 
 
 
 
  Total partners' capital     291,715     116,631     91,622     (208,253 )   291,715  
   
 
 
 
 
 
  Total liabilities and partners' capital   $ 432,248   $ 179,521   $ 294,669   $ (237,576 ) $ 668,862  
   
 
 
 
 
 

10


Consolidating Statement of Operations
For the Three Months Ended June 30, 2002
(in thousands)

 
  RFS
Partnership, L.P.

  Guarantor
Subsidiaries

  Non-Guarantor
Subsidiaries

  Eliminations
  Total
Consolidated

 
Revenue:                                
  Rooms         $ 30,889   $ 15,485         $ 46,374  
  Food and beverage           3,186     1,488           4,674  
  Other operating departments           937     793           1,730  
  Lease revenue   $ 7,291     5,841     609   $ (12,507 )   1,234  
  Deferred revenue     (163 )         (328 )         (491 )
  Other     232     8     52     (185 )   107  
   
 
 
 
 
 
      Total hotel revenue     7,360     40,861     18,099     (12,692 )   53,628  
   
 
 
 
 
 
Hotel operating expenses:                                
  Rooms           6,185     2,933           9,118  
  Food and beverage           2,445     901           3,346  
  Other operating departments           322     143           465  
Undistributed operating expenses:                                
  Property operating costs           3,821     1,624           5,445  
  Property taxes, insurance and other     888     954     1,332           3,174  
  Franchise costs     (40 )   2,765     1,663           4,388  
  Maintenance and repair           1,697     803           2,500  
  Management fees           839     431           1,270  
  Percentage lease expense           12,507           (12,507 )      
  Depreciation     2,592     1,835     3,185           7,612  
  Amortization of franchise fees and unearned compensation     302     11     6           319  
  General and administrative     194     2,724     2,114           5,032  
   
 
 
 
 
 
      Total operating expenses     3,936     36,105     15,135     (12,507 )   42,669  
   
 
 
 
 
 
  Operating income     3,424     4,756     2,964     (185 )   10,959  
  Amortization of loan origination costs     344           76           420  
  Interest expense     3,285     186     3,225     (185 )   6,511  
  Equity in (earnings) loss of consolidated subsidiaries     (4,103 )         483     3,620        
   
 
 
 
 
 
  Income (loss) before (gain) loss on sale of assets and income taxes     3,898     4,570     (820 )   (3,620 )   4,028  
  Loss on sale of assets     10                       10  
  Provision for (benefit from) income taxes           (296 )   426           130  
   
 
 
 
 
 
  Net income (loss)     3,888     4,866     (1,246 )   (3,620 )   3,888  
  Preferred unit dividends     (781 )                     (781 )
  Loss on redemption of Preferred Units     (1,890 )                     (1,890 )
   
 
 
 
 
 
  Net income (loss) applicable to unitholders   $ 1,217   $ 4,866   $ (1,246 ) $ (3,620 ) $ 1,217  
   
 
 
 
 
 

11


Consolidating Statement of Operations
For the Three Months Ended June 30, 2001
(in thousands)

 
  RFS
Partnership, L.P.

  Guarantor
Subsidiaries

  Non-Guarantor
Subsidiaries

  Eliminations
  Total
Consolidated

 
Revenue:                                
  Rooms         $ 34,012   $ 18,151         $ 52,163  
  Food and beverage           3,179     1,401           4,580  
  Other operating departments           1,406     1,157           2,563  
  Lease revenue   $ 9,116     6,491     687   $ (14,865 )   1,429  
  Deferred revenue     (37 )         (420 )         (457 )
  Other     109     48     165     (185 )   137  
   
 
 
 
 
 
      Total hotel revenue     9,188     45,136     21,141     (15,050 )   60,415  
   
 
 
 
 
 
Hotel operating expenses:                                
  Rooms           6,447     3,400           9,847  
  Food and beverage           2,646     907           3,553  
  Other operating departments           409     148           557  
Undistributed operating expenses:                                
  Property operating costs           3,992     1,678           5,670  
  Property taxes, insurance and other     754     846     1,296           2,896  
  Franchise costs     (66 )   2,795     1,892           4,621  
  Maintenance and repair           1,800     816           2,616  
  Management fees           981     551           1,532  
  Percentage lease expense           14,865           (14,865 )      
  Depreciation     2,570     1,780     3,133           7,483  
  Lease termination                 600           600  
  Amortization of franchise fees and unearned compensation     340     11     6           357  
  General and administrative     220     2,861     1,928           5,009  
   
 
 
 
 
 
      Total operating expenses     3,818     39,433     16,355     (14,865 )   44,741  
   
 
 
 
 
 
  Operating income     5,370     5,703     4,786     (185 )   15,674  
  Amortization of loan origination costs     236     38     76           350  
  Interest expense     1,870     1,250     3,281     (185 )   6,216  
  Equity in (earnings) loss of consolidated subsidiaries     (7,064 )         755     6,309        
   
 
 
 
 
 
  Income (loss) before gain on sale of assets and income taxes     10,328     4,415     674     (6,309 )   9,108  
  Gain on sale of assets                 (1,200 )         (1,200 )
  Provision for (benefit from) income taxes           73     (93 )         (20 )
   
 
 
 
 
 
  Net income     10,328     4,342     1,967     (6,309 )   10,328  
  Preferred unit dividends     (782 )                     (782 )
   
 
 
 
 
 
  Net income applicable to unitholders   $ 9,546   $ 4,342   $ 1,967   $ (6,309 ) $ 9,546  
   
 
 
 
 
 

12


Consolidating Statement of Operations
For the Six Months Ended June 30, 2002
(in thousands)

 
  RFS
Partnership, L.P.

  Guarantor
Subsidiaries

  Non-Guarantor
Subsidiaries

  Eliminations
  Total
Consolidated

 
Revenue:                                
  Rooms         $ 57,961   $ 29,105         $ 87,066  
  Food and beverage           6,232     2,645           8,877  
  Other operating departments           1,859     1,477           3,336  
  Lease revenue   $ 14,338     10,807     1,325   $ (23,602 )   2,868  
  Deferred revenue     (740 )         (763 )         (1,503 )
  Other     514     22     93     (368 )   261  
   
 
 
 
 
 
      Total hotel revenue     14,112     76,881     33,882     (23,970 )   100,905  
   
 
 
 
 
 
Hotel operating expenses:                                
  Rooms           11,893     5,645           17,538  
  Food and beverage           4,827     1,680           6,507  
  Other operating departments           657     282           939  
Undistributed operating expenses:                                
  Property operating costs           7,554     3,225           10,779  
  Property taxes, insurance and other     1,752     1,837     2,944           6,533  
  Franchise costs     (91 )   5,133     3,188           8,230  
  Maintenance and repair           3,285     1,530           4,815  
  Management fees           1,661     867           2,528  
  Percentage lease expense           23,602           (23,602 )      
  Depreciation     5,075     3,590     6,268           14,933  
  Amortization of franchise fees and unearned compensation     604     21     13           638  
  General and administrative     304     5,420     4,084           9,808  
   
 
 
 
 
 
      Total operating expenses     7,644     69,480     29,726     (23,602 )   83,248  
   
 
 
 
 
 
  Operating income     6,468     7,401     4,156     (368 )   17,657  
  Amortization of loan origination costs     613     14     150           777  
  Debt extinguishment and swap termination costs     3,210     6,912                 10,122  
  Interest expense     5,238     1,259     6,426     (368 )   12,555  
  Equity in loss of consolidated subsidiaries     2,837           600     (3,437 )      
   
 
 
 
 
 
  Loss before (gain) loss on sale of assets and income taxes     (5,430 )   (784 )   (3,020 )   3,437     (5,797 )
  (Gain) loss on sale of assets     (975 )       13           (962 )
  Provision for (benefit from) income taxes           (368 )   (12 )         (380 )
   
 
 
 
 
 
  Net loss     (4,455 )   (416 )   (3,021 )   3,437     (4,455 )
  Preferred unit dividends     (1,562 )                     (1,562 )
  Loss on redemption of Preferred Units     (1,890 )                     (1,890 )
   
 
 
 
 
 
  Net loss applicable to unitholders   $ (7,907 ) $ (416 ) $ (3,021 ) $ 3,437   $ (7,907 )
   
 
 
 
 
 

13


Consolidating Statement of Operations
For the Six Months Ended June 30, 2001
(in thousands)

 
  RFS
Partnership, L.P.

  Guarantor
Subsidiaries

  Non-Guarantor
Subsidiaries

  Eliminations
  Total
Consolidated

 
Revenue:                                
  Rooms         $ 65,612   $ 36,457         $ 102,069  
  Food and beverage           6,622     2,715           9,337  
  Other operating departments           2,840     2,149           4,989  
  Lease revenue   $ 18,220     12,286     1,442   $ (28,631 )   3,317  
  Deferred revenue     (833 )         (903 )         (1,736 )
  Other     457     86     166     (368 )   341  
   
 
 
 
 
 
      Total hotel revenue     17,844     87,446     42,026     (28,999 )   118,317  
   
 
 
 
 
 
Hotel operating expenses:                                
  Rooms           12,682     6,777           19,459  
  Food and beverage           5,311     1,750           7,061  
  Other operating departments           809     288           1,097  
Undistributed operating expenses:                                
  Property operating costs           8,052     3,409           11,461  
  Property taxes, insurance and other     1,701     1,731     2,709           6,141  
  Franchise costs     (132 )   5,384     3,759           9,011  
  Maintenance and repair           3,542     1,656           5,198  
  Management fees           1,852     1,031           2,883  
  Percentage lease expense           28,631           (28,631 )      
  Depreciation     5,133     3,513     6,231           14,877  
  Lease termination           35,664     29,832           65,496  
  Amortization of franchise fees and unearned compensation     680     21     15           716  
  General and administrative     487     5,711     3,894           10,092  
   
 
 
 
 
 
      Total operating expenses     7,869     112,903     61,351     (28,631 )   153,492  
   
 
 
 
 
 
  Operating income (loss)     9,975     (25,457 )   (19,325 )   (368 )   (35,175 )
  Amortization of loan origination costs     465     75     154           694  
  Interest expense     4,100     2,516     6,524     (368 )   12,772  
  Equity in loss of consolidated subsidiaries     28,352           21,987     (50,339 )      
   
 
 
 
 
 
  Loss before gain on sale of assets and income taxes     (22,942 )   (28,048 )   (47,990 )   50,339     (48,641 )
  Gain on sale of assets                 (1,200 )         (1,200 )
  Benefit from income taxes           (13,475 )   (11,024 )         (24,499 )
   
 
 
 
 
 
  Net loss     (22,942 )   (14,573 )   (35,766 )   50,339     (22,942 )
  Preferred unit dividends     (1,562 )                     (1,562 )
  Gain on redemption of Series A preferred units     5,141                       5,141  
   
 
 
 
 
 
  Net loss applicable to unitholders   $ (19,363 ) $ (14,573 ) $ (35,766 ) $ 50,339   $ (19,363 )
   
 
 
 
 
 

14


Consolidating Statement of Cash Flows
For the Six Months Ended June 30, 2002
(in thousands)

 
  LP Only
  Guarantor
Subsidiaries

  Non-Guarantor
Subsidiaries

  Total
Consolidated

 
Cash flows from (used in) operating activities   $ 28,965   $ 1,973   $ (11,713 ) $ 19,225  
Cash flows from (used in) investing activities     (72,474 )   56,576     13,805     (2,093 )
Cash flows from (used in) financing activities     47,035     (58,191 )   (1,238 )   (12,394 )
   
 
 
 
 
Net increase in cash and cash equivalents     3,526     358     854     4,738  
Cash and cash equivalents at beginning of period     263     3,467     2,005     5,735  
   
 
 
 
 
Cash and cash equivalents at end of period   $ 3,789   $ 3,825   $ 2,859   $ 10,473  
   
 
 
 
 

Consolidating Statement of Cash Flows
For the Six Months Ended June 30, 2001
(in thousands)

 
  LP Only
  Guarantor
Subsidiaries

  Non-Guarantor
Subsidiaries

  Total
Consolidated

 
Cash flows from (used in) operating activities   $ (1,444 ) $ (21,770 ) $ 15,080   $ (8,134 )
Cash flows from (used in) investing activities     (23,005 )   (3,672 )   27,109     432  
Cash flows from (used in) financing activities     26,207     33,801     (37,944 )   22,064  
   
 
 
 
 
Net increase in cash and cash equivalents     1,758     8,359     4,245     14,362  
Cash and cash equivalents at beginning of period     1,049     136     2,496     3,681  
   
 
 
 
 
Cash and cash equivalents at end of period   $ 2,807   $ 8,495   $ 6,741   $ 18,043  
   
 
 
 
 

15



ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

        General.    RFS Partnership, L.P. (the "Partnership"), owns interests in 58 hotels with 8,424 room located in 24 states (collectively the "Hotels") at June 30, 2002. RFS Hotel Investors, Inc. ("RFS") is the general partner and owns an approximate 92% ownership in the Partnership. At June 30, 2002, third party limited partners own the remaining 8%.

        For the trailing twelve months ended June 30, 2002, the Partnership received 38% of its Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") from full service hotels, 35% from extended stay hotels and 27% from limited service hotels.

        The following summarizes additional information for the 58 hotels owned at June 30, 2002:

Franchise Affiliation

  Hotel Properties
  Rooms/Suites
  EBITDA
Three months ended
June 30, 2002

  EBITDA
Six months ended
June 30, 2002

Full Service Hotels:                    
  Sheraton   4   864   $ 2,825   $ 4,539
  Holiday Inn   5   954     2,138     3,667
  Sheraton Four Points   2   412     1,060     1,817
  Independent   2   331     562     1,193
  Doubletree   1   221     593     1,122
  Hilton   1   234     600     541
   
 
 
 
    15   3,016     7,777     12,879
   
 
 
 

Extended Stay Hotels:

 

 

 

 

 

 

 

 

 

 
  Residence Inn by Marriott   14   1,851     5,658     11,008
  TownePlace Suites by Marriott   3   285     538     1,157
  Homewood Suites by Hilton   1   83     105     331
   
 
 
 
    18   2,219     6,301     12,496
   
 
 
 

Limited Service Hotels:

 

 

 

 

 

 

 

 

 

 
  Hampton Inn   17   2,113     3,512     6,621
  Holiday Inn Express   5   637     1,120     1,668
  Comfort Inn   2   337     430     670
  Courtyard by Marriott   1   102     241     398
   
 
 
 
    25   3,189     5,303     9,356
   
 
 
 

Total

 

58

 

8,424

 

$

19,381

 

$

34,731
   
 
 
 

        At June 30, 2002, the Partnership leased five hotels to two third-party lessees. Fifty-one hotels are managed by Flagstone Hospitality Management Company LLC ("Flagstone") and the remaining seven hotels are managed by four other third party management companies.

Forward-looking Statements

        Certain matters discussed herein may constitute forward-looking statements. Such statements may be identified by words such as anticipate, believe, estimate, expect, intend, predict, and hope or similar expressions. The Partnership has based these forward-looking statements on its current expectations and projections about future events and trends affecting the financial condition of its business, which may prove to be incorrect. These forward-looking statements relate to future events, the Partnership's future financial performance, and involve known and unknown risks, uncertainties and other factors which may cause the Partnership's actual results, performance, achievements or industry results to be

16



materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Future events and actual results could differ materially from those identified or contemplated by such forward-looking statements. Important factors that could contribute to such differences are set forth herein and in the Partnership's other filings with the SEC. Except as required by the federal securities laws, the Partnership disclaims any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement contained in this quarterly report on Form 10-Q to reflect any change in the Partnership's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Results of Operations

Comparison of the three and six months ended June 30, 2002 and June 30, 2001.

Revenue

        Revenue decreased 11.2% for the quarter from $60.4 million to $53.6 million and 14.7% year to date from $118.3 million to $100.9 million primarily due to the softness in business travel resulting from the lagging economy. For the quarter, revenue per available room declined 10.6% due to a decline in occupancy of 3.4 percentage points and a 6.3% decline in average daily rate. Revenue per available room declined 13.5% year to date due to a decline in occupancy of 5.3 percentage points and a 6.9% decline in average daily rate. Revenue per available room has improved incrementally each quarter of 2002 with revenue per available room declining 16.6% in the first quarter and 10.6% in the second quarter. Revenue per available room for the full service, extended stay and limited service hotel portfolios showed decreases in revenue per available room of 16.6%, 6.5% and 5.9% for the quarter, and 22.0%, 6.9% and 7.5% for the year, respectively, from the comparable 2001 period.

        As reported by Smith Travel Research, year-to-date, the San Francisco/San Mateo Metropolitan Service Area ("MSA") was the worst performing MSA in the United States in terms of revenue per available room comparison to the prior year with a decline of approximately 28%. The Partnership's six northern California properties experienced an average decline in quarterly and year to date revenue per available room of 27.9% and 32.3%, respectively. Excluding the six northern California properties, revenue per available room declined approximately 5.5% for the quarter of 2002 and 7.8% year to date. Since March 2001, the northern California economy has suffered from severe declines in demand due to the downturn in the high-tech industry, a weak convention calendar and the weak Japanese economy. Within Northern California, revenue per available room at the two San Francisco hotels has increased incrementally each month of 2002 from $56 in January to $120 in June.

        The following shows hotel operating statistics for the 58 comparable hotels for the three and six months ended June 30, 2002.

COMPARABLE HOTELS OPERATING STATISTICS
For The Three Months Ended June 30, 2002

 
  ADR
  OCCUPANCY
  Revenue Per
Available Room

 
Hotel Type

  2002
  Variance
vs. 2001

  2001
  Variance
vs. 2001

  2002
  Variance
vs. 2001

 
Full Service   $ 101.98   (11.6 )% 69.2 % (4.1 ) pts $ 70.52   (16.6 )%
Extended Stay     95.58   (2.6 )% 78.8 % (3.2 ) pts   75.28   (6.5 )%
Limited Service     69.61   (2.0 )% 71.2 % (3.0 ) pts   49.59   (5.9 )%
   
 
 
 
 
 
 
Total   $ 88.10   (6.3 )% 72.5 % (3.4 ) pts $ 63.85   (10.6 )%
   
 
 
 
 
 
 

17


COMPARABLE HOTELS OPERATING STATISTICS
For The Six Months Ended June 30, 2002

 
  ADR
  OCCUPANCY
  Revenue Per
Available Room

 
Hotel Type

  2002
  Variance
vs. 2001

  2001
  Variance
vs. 2001

  2002
  Variance
vs. 2001

 
Full Service   $ 101.47   (13.4 )% 64.7 % (7.1 )pts $ 65.60   (22.0 )%
Extended Stay     95.99   (1.9 )% 78.1 % (4.2 )pts   75.00   (6.9 )%
Limited Service     70.46   (1.6 )% 66.1 % (4.1 )pts   46.54   (7.5 )%
   
 
 
 
 
 
 
Total   $ 88.55   (6.9 )% 68.7 % (5.3 )pts $ 60.86   (13.5 )%
   
 
 
 
 
 
 

        The Partnership's full service hotels, which comprised approximately 38% of trailing twelve month EBITDA ("TTM EBITDA"), experienced an average decrease in revenue per available room of 16.6% in the quarter and 22.0% year to date. This decrease was caused by quarterly and year to date decreases in occupancy of 4.1 and 7.1 percentage points and a 11.6% and 13.4% decline in average daily rate, respectively. The six northern California hotels previously mentioned make up a substantial portion of these decreases. Excluding the six northern California properties, revenue per available room at the Partnership's other full service hotels declined approximately 3.4% for the quarter and 9.8% year to date. The following six full service hotels located in Silicon Valley and San Francisco had decreases in revenue per available room averaging 27.9% and 32.3% for the three and six months ended June 30, 2002.

Hotel

  Location
  Three Months
Ended

  Six Months
Ended

 
173-room Sheraton   Sunnyvale, CA   (29.3 )% (34.9 )%
235-room Beverly Heritage   Milpitas, CA   (53.2 )% (49.0 )%
229-room Sheraton   Milpitas, CA   (27.4 )% (32.1 )%
214-room Sheraton Four Points   Pleasanton, CA   (16.4 )% (22.9 )%
234-room Hilton   San Francisco, CA   (13.8 )% (20.7 )%
94-room Hotel Rex   San Francisco, CA   (25.8 )% (31.6 )%

        The Hotel Rex at Union Square has not shown the same improvement in 2002 as the Hilton Fisherman's Wharf. As such, the Partnership has decided to accelerate the timing of its $1.5 million earthquake retro-fit and renovation to November of this year. Originally, the Partnership anticipated performing this renovation in late 2003. The work is required by law to be performed by early 2005. The Rex will be closed from November to February of 2003.    The Partnership believes that accelerating the renovation to this slow period has enabled it to decrease the Partnership's renovation and retro-fit costs. Similarly, the re-opening will coincide with the re-opening of the Moscone Center. The Moscone Center is scheduled to open between December 2002 and February 2003 and the Convention and Visitors Bureau has booked business unto the Moscone Center in March 2003.

        The extended stay hotels, which comprised approximately 35% of TTM EBITDA, experienced a decline in revenue per available room of 6.5% for the quarter and 6.9% year to date. Year to date this market segment has performed the best in terms of revenue per available room versus the prior year. Fourteen of the eighteen extended stay properties are Residence Inns by Marriott, which experienced a decrease in revenue per available room of 6.1% for the quarter and 6.5% year to date. The Partnership believes that Residence Inns by Marriott is the extended stay brand of choice for consumers as these hotels benefit from longer duration stays that include the typically slower weekend days. Similarly most of the extended stay portfolio, with the exception of the 176-room Residence Inn in Orlando, are in markets that can best be categorized as drive to markets. These hotels have been less affected by the events of the slowing economy and September 11 with revenue per available room declining 4.9% for

18



the quarter and 5.5% year to date. The Orlando Residence Inn has experienced a decline in revenue per available room of nearly 23.1% for the quarter and 20.8% year to date.

        The limited service hotels, which comprised approximately 27% of TTM EBITDA, experienced a decrease in revenue per available room of 5.9% in the quarter and 7.5% year to date. Seventeen of the twenty-six limited service hotels are Hampton Inns that experienced a decline in revenue per available room of 4.4% for the quarter and 4.9% year to date. These results compare favorably to the full service and extended stay portfolio due to the lagging economy that translated into guests trading down in price points to stay at limited service hotels.

Expenses

        Total operating expenses decreased $2.1 million for the quarter and $70.2 million year to date due primarily to the lease termination expense of $65.5 million in the first and second quarters of 2001. Excluding lease termination expense for the quarter, operating margins (operating income as a percentage of total hotel revenue, excluding the effects of deferred revenue) decreased 6.5 points to 20.2% from 26.7%, driven by the decrease in revenue of 11.1%. Excluding lease termination expense year to date, operating margins (operating income as a percentage of total hotel revenue, excluding the effects of deferred revenue) decreased 8.1 points to 17.2% from 25.3%, driven by the decrease in revenue of 14.7%. Individual line items comprising hotel operating expenses are discussed below.

        Hotel operating expenses for rooms, food and beverage and other operating departments decreased 7.4% to $12.9 million from $14.0 million for the quarter and 9.5% to $25.0 million from $27.6 million year to date; however, as a percentage of total hotel revenue (excluding deferred revenue), hotel operating expenses increased to 23.9% in 2002 versus 22.9% in 2001 for the quarter and to 24.4% in 2002 versus 23.0% in 2001 for the year. The increased percentage was driven mostly by the sharp decline in revenue, as the cost reductions that were implemented in 2001 could not fully recover the loss in revenue.

        Property operating costs decreased $0.2 million or 4.0% for the quarter due to a decrease both in energy and marketing costs of $0.1 million, respectively. Marketing expenses have remained flat year to date.    Year to date property operating costs decreased $0.7 million or 6.0% due primarily to a decrease in energy costs of $0.5 million or 10.9% and complimentary guest services of $0.2 million or 8.1%. Energy costs have decreased across all of our portfolio with a substantial portion of the decrease coming from our California properties. Energy costs at the ten California properties, energy costs decreased $0.2 million or 14.5% for the year. Energy costs in California were higher in the first half of 2001 due to the well-publicized energy crisis in that state. The decrease in complimentary guest services is attributable to the decrease in business travelers.

        Property taxes, insurance and other expenses increased $0.3 million or 9.6% for the quarter driven primarily by an increase in earthquake and property insurance of $0.2 million and personal property taxes of $0.1 million. Year to date expenses increased $0.4 million or 6.4%, of which $0.3 million relates to an increase in insurance costs and $0.1 million to personal property taxes.

        Franchise costs decreased $0.2 million or 5.0% for the quarter and $0.8 million or 8.7% year to date due primarily to the respective quarterly and year to date decrease in hotel revenue of 11.1% and 14.7%, respectively.

        Maintenance and repair costs decreased $0.1 million or 4.4% for the quarter and $0.4 million or 7.4% year to date. These decreases are due to the decrease in occupancy at our hotels of 4.5% for the quarter and 7.2% year to date.

        Management fees have decreased $0.3 million or 17.1% for the quarter and $0.4 million or 12.3% year to date due primarily to the decrease in revenues. Management fees have remained flat at 2.4% to 2.5% of total hotel revenue in 2002 and 2001.

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        Depreciation increased to $7.6 million from $7.5 million for the quarter and is up slightly for the year. The Partnership expected depreciation to level off after the substantial capital expenditures made in prior years.

        Lease termination costs of $65.5 million in 2001 represented the expenditures incurred in connection with the termination of the leases, management contracts and related ancillary agreements with Hilton. For accounting purposes, this transaction represented the cancellation of executory contracts and was required to be expensed as incurred.

        Amortization of franchise fees and unearned compensation is down slightly for the quarter and down $0.1 million year to date due to the decrease in the amortization of certain employee restricted stock awards which fully vested in October, 2001.

        General and administrative expenses are unchanged for the quarter and have decreased $0.3 million or 2.8% year to date due primarily to austerity programs implemented in the second and third quarters of 2001 at both the hotels and corporate headquarters aimed at reducing these expenses.

        Debt extinguishment and swap termination costs of $10.1 million are comprised of a yield maintenance premium of $5.5 million to pay off the 1996 CMBS debt, $3.2 million to terminate two interest rate swaps and $1.4 million to write-off the unamortized debt issuance costs related to the 1996 CMBS debt.

        Amortization on loan origination costs have increased $0.1 million for the quarter and year to date due to the amortization of costs associated with issuance of the $125 million senior notes on February 26, 2002.

        Interest expense increased $0.3 million or 4.7% for the quarter due to the increase in the weighted average interest rate for the quarter on borrowings outstanding from 7.9% in 2001 to 8.7% in 2002 as well as a decrease in the weighted average borrowings outstanding of $16.3 million from $315.0 million to $298.7 million. Year to date interest expense decreased $0.2 million or 1.7% due to the increase in the year to date weighted average interest rate from 7.9% in 2001 to 8.2% in 2002 and a decrease in the weighted average borrowings outstanding of $14.9 million from $320.5 million in 2001 to $305.6 million in 2002.

        Loss (gain) on sale of assets relates primarily to the sale of the Partnership's interest in an unconsolidated partnership for approximately $1.1 million in the first quarter of 2002.

        Benefit from income taxes decreased $24.1 million year to date as a result of the Hilton lease termination in the first quarter of 2001.

Net income (loss) applicable to unitholders

        For the quarter, net income applicable to unitholders decreased $8.3 million for the quarter from $9.5 million in 2001 to $1.2 million in 2002. The decrease is attributable to the decrease in operating income of $4.7 million, the gain on sale of assets in 2001 of $1.2 million and the loss on the redemption of the Series B Preferred Units of $1.9 million in June, 2002. Year to date net loss applicable to unitholders was $(7.9) million and $(19.4) million in 2002 and 2001, respectively. The $11.5 million decrease of net loss is attributable primarily to the increase in operating income of $52.8 million, offset by the decrease in benefit from income taxes of $24.1 million, the gain on the redemption of the Series A Preferred Units in 2001 of $5.1 million, the loss on redemption of the Series B Preferred Stock in 2002 of $1.9 million and the debt extinguishment and swap termination costs of $10.1 million in 2002.

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Funds from Operations and EBITDA

        The Partnership considers Funds From Operations ("FFO") and EBITDA to be appropriate measures of a REIT's performance that should be considered along with, but not as an alternative to, net income and cash flow as a measure of the Partnership's operating performance and liquidity.

        The National Association of Real Estate Investment Trusts (NAREIT), defines FFO as net income (computed in accordance with generally accepted accounting principles or GAAP), excluding gains (losses) from debt restructuring which will be extraordinary items in accordance with GAAP and sales of depreciable operating property, plus real estate related depreciation and amortization and after comparable adjustments for the Partnership's portion of these items related to unconsolidated partnerships and joint ventures. Recurring FFO represents FFO, as defined by NAREIT, adjusted for significant non-recurring items including lease termination costs, debt extinguishment and swap termination costs and deferred income taxes. However, recurring FFO and EBITDA as presented may not be comparable to amounts calculated by other companies. Recurring FFO and EBITDA do not represent cash flows from operations as determined by GAAP and should not be considered as an alternative to net income as an indication of the Partnership's financial performance or to cash flow from operating activities determined in accordance with GAAP as a measure of the Partnership's liquidity, nor is it indicative of funds available to fund the Partnership's cash needs, including its ability to make cash distributions.

        The following details the computation of recurring FFO for the three and six months ended June 30 (in thousands):

 
  Three Months Ended
  Six Months Ended
 
 
  2002
  2001
  2002
  2001
 
Net income (loss)   $ 3,888   $ 10,328   $ (4,455 ) $ (22,942 )
Deferred revenue     491     457     1,503     1,736  
Depreciation     7,612     7,483     14,933     14,877  
Debt extinguishment and swap termination costs                 10,122        
Gain on sale of assets     10     (1,200 )   (962 )   (1,200 )
Hilton lease termination           600           65,496  
Deferred income tax provision (benefit)     130     32     (380 )   (24,499 )
Preferred unit dividends     (781 )   (782 )   (1,562 )   (1,562 )
   
 
 
 
 
Recurring FFO   $ 11,350   $ 16,918   $ 19,199   $ 31,906  
   
 
 
 
 
Weighted average units and potential dilutive units outstanding     29,676     27,474     29,013     27,452  

        The following details the computation of EBITDA for the three and six months ended June 30 (in thousands):

 
  Three Months Ended
  Six Months Ended
 
  2002
  2001
  2002
  2001
Recurring FFO   $ 11,350   $ 16,918   $ 19,199   $ 31,906
Interest expense     6,511     6,216     12,555     12,772
Amortization     739     707     1,415     1,410
Current income taxes           (52 )          
Preferred unit dividends     781     782     1,562     1,562
   
 
 
 
EBITDA   $ 19,381   $ 24,571   $ 34,731   $ 47,650
   
 
 
 

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Liquidity and Capital Resources

        The Partnership's principal source of cash liquidity to meet its cash requirements, including distributions to unitholders and repayments of indebtedness, is its cash flow. For the six months ended June 30, 2002, cash flow provided by operating activities was $19.2 million. The Partnership believes that cash provided by operating activities will be adequate to meet some of its liquidity needs for the foreseeable future. The Partnership currently expects to fund its strategic objectives and any other liquidity needs by borrowing on its Line of Credit, exchanging equity for hotel properties or possibly accessing the capital markets as market conditions permit. At June 30, 2002, the Partnership had $10.5 million of cash and cash equivalents and had borrowed $9.3 million under its $140.0 million Line of Credit, subject to borrowing base values, as calculated in accordance with the terms of the Line of Credit, which value from time to time may be less than the maximum $140 million.

        The following details the Partnership's debt outstanding at June 30, 2002 (dollar amounts in thousands):

 
   
   
   
   
  Collateral
 
  Balance
  Interest Rate
   
  Maturity
  # of
Hotels

  Net Book Value at
June 30, 2002

Line of Credit   $ 9,250   LIBOR + 200bp   Variable   July 2004   24   $ 212,932
Senior Notes     125,000   9.75%   Fixed   March 2012      
Mortgage     91,348   7.83%   Fixed   December 2008   10     124,202
Mortgage     18,117   8.22%   Fixed   November 2007   1     43,649
Mortgage     51,065   8.00%   Fixed   August 2010   8     83,470
   
                 
    $ 294,780                   $ 464,253
   
                 

        The interest rate on the Line of Credit ranges from 150 basis points to 250 basis points above LIBOR, depending on the Partnership's ratio of total debt to its investment in hotel properties (as defined). The interest rate was approximately 3.8% at June 30, 2002. The Line of Credit is collateralized by first priority mortgages on 24 hotels that restrict the transfer, pledge or other hypothecation of the hotels (collectively, the "Collateral Pool"). The Partnership can obtain a release of the pledge of any hotel in the Collateral Pool if the Partnership provides a substitute hotel or reduces the total availability under the Line of Credit. The Line of Credit contains various covenants including the maintenance of a minimum net worth, minimum debt and interest coverage ratios, and total indebtedness and liability limitations. The Partnership was in compliance with these covenants at June 30, 2002.

        On February 26, 2002, the Partnership sold $125 million of senior notes. The senior notes mature March 1, 2012 and bear interest at a rate of 9.75% per year, payable semi-annually, in arrears, on March 1 and September 1 of each year, commencing on September 1, 2002. The senior notes are unsecured obligations of the Partnership and are guaranteed by RFS and certain of its subsidiaries. The senior notes contain covenants that could, among other things, restrict RFS's ability to borrow money, pay dividends on or repurchase capital stock, make investments, and sell assets or enter into mergers and consolidations. The Partnership was in compliance with these covenants at June 30, 2002. Net proceeds from the issuance of the senior notes of $121.5 million were used to retire the 1996 CMBS mortgage debt on March 20, 2002 ($57.5 million outstanding), pay the prepayment penalty on the 1996 CMBS mortgage debt of approximately $5.5 million, terminate the two outstanding interest rate swap agreements for approximately $3.2 million, with the balance used to reduce outstanding borrowings under the line of credit. As a result of the prepayment of the 1996 CMBS debt, the Partnership expensed $1.4 million in unamortized debt costs. See Notes 5 and 13 to the Consolidated Financial Statements for additional detail regarding the senior notes and the guarantors thereof.

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        The Partnership's other borrowings are nonrecourse to the Partnership and contain provisions allowing for the substitution of collateral, upon satisfaction of certain conditions. Most of the mortgage borrowings are repayable and subject to various prepayment penalties, yield maintenance, or defeasance obligations. At June 30, 2002, approximately 97% of the Partnership's debt is fixed at a weighted average interest rate of 8.7%.

        Future scheduled principal payments of debt obligations at June 30, 2002 are as follows (in thousands):

 
  Amount
2002   $ 1,251
2003     2,695
2004     12,138
2005     3,161
2006     3,424
Thereafter     272,111
   
    $ 294,780
   

        In addition to the above principal payment of debt obligations as of June 30, 2002, the Partnership had a $2.0 million letter of credit outstanding. The letter of credit serves as collateral on the worker's compensation plan for the benefit of the hotel employees of Flagstone. There are no outstanding balances on the letter of credit. The Partnership is also committed to make future payments under various operating leases that are not significant.

        Certain significant credit statistics at June 30, 2002 are as follows:

        During the six months ended June 30, 2002, the Partnership spent $4.6 million on capital improvements to its hotels. Because of the Partnership's recent decision to retro-fit the Hotel Rex beginning in 2002 versus 2003, the Partnership now expects to spend approximately $10.5 million on capital improvements to its hotels in 2002 ($9 million previously), which the Partnership is expected to fund from cash generated from operations and borrowings under the Line of Credit. In addition, the Partnership is considering rebranding two of its hotels. The Partnership estimates the cost of rebranding these two hotels will be approximately $5 million. The rebrandings are not expected to occur in 2002.

        The Partnership expects to be able to meet its working capital, capital expenditure and debt service requirements through cash flow from operations and borrowings under the line of credit. Borrowings under the line of credit bear interest at a floating rate based upon (and including spreads over), at our option, LIBOR or the Prime Rate. The line of credit also has various financial and other covenants. At June 30, 2002, the Partnership had $100.5 million of borrowing availability under the line of credit excluding outstanding letters of credit. Over the longer term, the Partnership's ability to generate sufficient cash flow from operations to make scheduled payments on its debt obligations will depend on its future financial performance, which will be affected by a range of economic, competitive and business factors, many of which are outside of the Partnership's control. If the Partnership does not generate sufficient cash flow from operations to satisfy its debt obligations, the Partnership any may have to undertake alternative financing plans. The Partnership cannot assume that completion of any

23



such alternative financing plans will be possible. The Partnership's inability to generate sufficient cash flow to satisfy its debt obligations or to refinance its obligations on commercially reasonable terms would have an adverse effect on its business, financial condition and results of operations.

        On February 20, 2002, RFS sold 1.15 million shares of common stock and contributed the net proceeds to the Partnership in exchange for 1.15 million units. Proceeds of approximately $14.2 million (net of $0.2 million expenses) from the sale of the common stock were used to reduce the outstanding balance on the line of credit. On June 4, 2002 RFS sold 2.0 million shares of common stock and contributed the net proceeds to the Partnership in exchange for 2.0 million common units. RFS used the net proceeds of approximately $24.6 million, together with available cash contributed to RFS from the Partnership in exchange for 250,000 Series B Preferred Units, to repurchase all of RFS's 250,000 outstanding shares of Series B preferred stock for an aggregate purchase price of $25,850,000. The Series B preferred stock currently pays an annual dividend of 12.5%.

        The Partnership in the future may seek to increase further the amount of its credit facilities, negotiate additional credit facilities, or issue corporate debt instruments. Although the Partnership has no charter restrictions on the amount of indebtedness the Partnership may incur, the Board of Directors of the Partnership has adopted a current policy limiting the amount of indebtedness that the Partnership will incur to an amount not in excess of approximately 45% of the Partnership's investment in hotel properties, at cost, (as defined). The Board of Directors may change the debt policy at any time without shareholder approval.

        The Partnership intends to fund cash distributions to unitholders and limited partners principally out of cash generated from operations. The Partnership may incur, or cause its subsidiaries to incur, indebtedness to meet distribution requirements imposed on a REIT under the Internal Revenue Code including the requirement that a REIT distribute to its shareholders annually at least 90% of its taxable income to the extent that working capital and cash flow from the Partnership's investments are insufficient to make such distributions.

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Insurance

        The Partnership has obtained property and casualty insurance with loss limits and coverages deemed reasonable by management (and as may be required by the Partnership's lenders and franchisors). There can be no assurance that the insurance obtained will fully protect the Partnership against insurable losses (i.e., our losses may exceed our coverage limits), that the Partnership will not incur losses from risks that are not insurable (i.e., losses from war, nuclear or biological terrorism, riots, etc.) or that are not economically insurable, or that current coverages will continue to be available at reasonable rates. We believe that our current "all-risk" property coverages insure against certain damages from terrorism, but it is possible that our carriers would challenge our right to coverage or the applicable limits in the event we made a claim based on a terrorist event. In July, 2002, these policies were renewed but now contain terrorism exclusions. In that event, one or more of our lenders may require that we carry terrorism-specific insurance. We may not be able to obtain terrorism insurance, to obtain it with policy limits and terms (including deductibles) that satisfy us or our lenders, or to obtain it at an economically justifiable price. If we cannot satisfy a lenders' insurance requirements in any respect, including but not limited to terrorism coverage, the lender could declare a default. Depending on our access to capital, liquidity and the value of the properties securing the affected loan in relation to the balance of the loan, a default could have a material adverse affect on our results of operations and ability to obtain future financing. Likewise, one or more large uninsured or underinsured losses could have a material adverse affect on us. We currently believe, given our discussions with participants in the insurance markets (which are in flux and subject to frequent change), and the nature, physical characteristics and locations of our assets, that we have customary and adequate coverages, including for certain terrorism-related losses, under our current insurance policies.

Inflation

        Operators of hotels, in general, possess the ability to adjust room rates daily to reflect the effects of inflation. However, competitive pressures may limit the ability of the lessees and management companies to raise room rates.


ITEM 3.    Qualitative and Quantitative Disclosure about Market Risk

        The Partnership is exposed to certain financial market risks, one being fluctuations in interest rates. The Partnership monitors interest rate fluctuations as an integral part of the Partnership's overall risk management program, which recognizes the unpredictability of financial markets and seeks to reduce the potentially adverse effect on the Partnership's results. The effect of interest rate fluctuations historically has been small relative to other factors affecting operating results, such as occupancy.

        The Partnership's operating results are affected by changes in interest rates primarily as a result of borrowing under its line of credit. If interest rates increased by 25 basis points, quarterly and year to date interest expense would have increased by approximately $8 thousand and $15 thousand, respectively, based on balances outstanding during the three and six months ended June 30, 2002.

        The Partnership's primary market risk exposure is to changes in interest rate as a result of its Line of Credit and long-term debt. At March 31, 2002, the Partnership had outstanding total indebtedness of approximately $294.8 million. The Partnership's interest rate risk objective is to limit the impact of interest rate fluctuations on earnings and cash flows and to lower it's overall borrowing costs. To achieve this objective, the Partnership manages its exposure to fluctuations in market interest rates for its borrowings through the use of fixed rate debt instruments to the extent that reasonably favorable rates are obtainable with such arrangements and derivative financial instruments such as interest rate swaps, to effectively lock the interest rate on a portion of its variable debt. The Partnership does not enter into derivative or interest rate transactions for speculative purposes. Approximately 97% of the Partnership's outstanding debt was subject to fixed rates with a weighted average interest rate of 8.7%

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at June 30, 2002. On February 26, 2002, the Partnership terminated its two interest rate swap agreements for approximately $3.2 million. The Partnership regularly reviews interest rate exposure on its outstanding borrowings in an effort to minimize the risk of interest rate fluctuations.

        The following table provides information about the Partnership's instruments that are sensitive to changes in interest rates. For debt obligations outstanding at June 30, 2002, the table presents principal cash flows and related weighted average interest rates by expected maturity dates. Weighted average variable rates are based on implied forward rates in the yield curve as of June 30, 2002. The fair value of the Partnership's fixed rate debt indicates the estimated principal amount of debt having similar debt service requirements, which could have been borrowed by the Partnership at June 30, 2002. The rate assumed in the fair value calculation of fixed rate debt is equal to 6.3%, which consists of the 7-year treasury of 4.3% as of June 30, 2002, plus 200 basis points.

Expected Principal Cash Flows
(in thousands)

Liabilities

  2002
  2003
  2004
  2005
  2006
  Thereafter
  Total
  Fair
Value
Total

Long-Term Debt:                                                
  Fixed Rate   $ 1,251   $ 2,695   $ 2,888   $ 3,161   $ 3,424   $ 272,111   $ 285,530   $ 316,304
  Average Interest Rate     8.72 %   8.72 %   8.72 %   8.72 %   8.72 %   8.72 %          
Variable Rate               $ 9,250                     $ 9,250   $ 9,250
  Average Interest Rate                 3.90 %                            

        The table incorporates only those exposures that exist as of June 30, 2002 and does not consider exposures or positions that could arise after that date. In addition, because firm commitments are not represented in the table above, the information presented therein has limited predictive value. As a result, the Partnership's ultimate realized gain or loss with respect to interest rate fluctuations would depend on the exposures that arise during future periods, prevailing interest rates, and the Partnership's strategies at that time. There is inherent rollover risk for borrowings as they mature and are renewed at current market rates. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and the Partnership's financing requirements.

Critical Accounting Policies and Estimates

        The Partnership's discussion and analysis of its financial condition and results of operations are based upon the Partnership's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Partnership to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The Partnership believes the following critical accounting policies affect the more significant judgments and estimates used in the preparation of the consolidated financial statements.

        On an on-going basis, the Partnership evaluates its estimates, including those related to bad debts, carrying value of investments in hotels, income taxes, contingencies and litigation. The Partnership bases its estimates on historical experience and on various other assumptions that the Partnership believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

        The Partnership maintains allowances for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. If the financial condition of the Partnership's

26



customers were to deteriorate, resulting in an impairment of the customers' ability to make payments, additional allowances may be required.

        The Partnership records an impairment charge when it believes an investment in hotel has been impaired such that future undiscounted cash flows would not recover the book basis of the investment in hotel. Future adverse changes in market conditions or poor operating results of underlying investments could result in losses or an inability to recover the carrying value of the investments that may not be reflected in an investment's current carrying value, thereby possibly requiring an impairment charge in the future.

        The Partnership records a valuation allowance to reduce the deferred tax assets to an amount that is more likely than not to be realized. While future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance have been considered, in the event the Partnership were to determine that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, an adjustment to the deferred tax asset would increase income in the period such determination was made. Likewise, should the Partnership determine that it would not be able to realize all or part of the net deferred tax asset in the future, an adjustment to the deferred tax asset would be charged to income in the period such determination was made.


PART II—OTHER INFORMATION


ITEM 4.    Submission of Matters to a Vote of Security Holders

        On May 2, 2002, the annual meeting of shareholders was held to elect three Class III directors to serve on the RFS Board of Directors until the annual meeting of shareholders in 2005 as well as elect PricewaterhouseCoopers LLP as the independent auditors for RFS and the Partnership for the fiscal year ending December 31, 2002.

        The shareholders voted to elect the following three directors:

Class III Directors:

  Votes For
  Votes Withheld
Robert M. Solmson   20,783,795   3,804,493
R. Lee Jenkins   24,235,513   352,975
Karl Matthies   24,262,297   325,991

        The following directors' terms of office continued after the meeting:

        Class II Directors (terms expiring in 2003)—Michael S. Starnes, John W. Stokes, Jr. and Richard Reiss, Jr.

        Class I Directors (terms expiring in 2004)—Bruce E. Campbell, Jr., H. Lance Forsdick, Sr., Randy L. Churchey

        The shareholders voted to elect PricewaterhouseCoopers with a total of 23,987,487 shares voted for, 574,940 shares voted withheld and 25,861 shares abstained from voting.


ITEM 6b.    Exhibits and Reports on Form 8-K

        There were no exhibits or reports on Form 8-K filed by the Partnership during the quarter ended June 30, 2002.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

    RFS HOTEL INVESTORS, INC.

August 14, 2002

Date

 

 

 

/s/  
DENNIS M. CRAVEN      
Dennis M. Craven, Vice President & Chief Accounting Officer (Principal Accounting Officer)

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QuickLinks

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
ITEM 3. Qualitative and Quantitative Disclosure about Market Risk
PART II—OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders
ITEM 6b. Exhibits and Reports on Form 8-K
SIGNATURES