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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended September 30, 2002 Commission File No. 0-16728
FAIRFIELD INN BY MARRIOTT LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
Delaware 52-1638296
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 9507, 7 Bulfinch Place - Suite 500, Boston, MA 02114
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(Address of principal executive offices)
(617) 570-4600
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(Registrant's telephone number, including area code)
Indicate by check whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
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FAIRFIELD INN BY MARRIOTT LIMITED PARTNERSHIP
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TABLE OF CONTENTS
PAGE NO.
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PART I - FINANCIAL INFORMATION
Item 1 Financial Statements (unaudited)
Condensed Balance Sheets as of September 30, 2002 and December 31, 2001 3
Condensed Statements of Operations - Three and Nine Months ended September 30, 2002
and Twelve and Thirty-Six Weeks Ended September 7, 2001 4
Condensed Statements of Cash Flows - Nine Months Ended September 30, 2002
and Thirty-Six Weeks Ended September 7, 2001 5
Notes to Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures about Market Risk 15
Item 4. Controls and Procedures 15
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 16
Item 6. Exhibits and Reports on Form 8-K 16
SIGNATURES 17
CERTIFICATIONS 18
EXHIBIT INDEX 22
2
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
FAIRFIELD INN BY MARRIOTT LIMITED PARTNERSHIP
CONDENSED BALANCE SHEETS
(IN THOUSANDS)
September 30, December 31,
2002 2001
--------------- ----------------
(unaudited) (Note 3)
ASSETS
Property and equipment, net $ 99,541 $ 110,039
Property held for sale 1,875 5,709
Deferred financing costs, net of accumulated amortization 2,086 2,451
Due from manager -- 1,069
Inventory 940 1,000
Property improvement fund 7,197 5,220
Restricted cash 2,595 3,127
Cash and cash equivalents 3,465 1,597
--------------- ----------------
117,699 130,212
=============== ================
LIABILITIES AND PARTNERS' DEFICIT
LIABILITIES
Mortgage debt 138,988 148,850
Due to Marriott International, Inc., affiliates and other 2,805 2,503
Due to manager 1,031 --
Accounts payable and accrued liabilities 3,325 3,660
--------------- ----------------
Total Liabilities 146,149 155,013
=============== ================
PARTNERS' DEFICIT
General Partner (234) (198)
Limited Partners (28,216) (24,603)
--------------- ----------------
Total Partners' Deficit (28,450) (24,801)
--------------- ----------------
$ 117,699 $ 130,212
=============== ================
See Notes to Condensed Financial Statements.
3
FAIRFIELD INN BY MARRIOTT LIMITED PARTNERSHIP
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED, IN THOUSANDS, EXCEPT UNIT AND PER UNIT AMOUNTS)
Three Months Twelve Weeks Nine Months Thirty-Six Weeks
Ended Ended Ended Ended
September 30, September 7, September 30, September 7,
2002 2001 2002 2001
------------------- ---------------- ------------------ ------------------
REVENUES
Rooms $ 21,385 $ 21,953 $ 61,370 $ 60,245
Other inn revenues 247 516 844 1,279
Other revenues (200) -- 1,174 656
------------------- ---------------- ------------------ ------------------
21,432 22,469 63,388 62,180
------------------- ---------------- ------------------ ------------------
OPERATING EXPENSES
Rooms 6,987 6,555 19,694 18,596
Other department costs and expenses 360 373 1,161 1,335
Selling, administrative and other 6,995 6,276 19,853 18,577
Depreciation 2,344 2,950 7,204 8,373
Ground rent, taxes and other 1,783 2,446 5,268 6,743
Incentive management fee -- 827 -- 1,903
Fairfield Inn system fee -- 674 -- 1,846
Base management fee 695 449 1,926 1,230
Loss on impairment of long-lived assets 5,278 -- 5,278 --
------------------- ---------------- ------------------ ------------------
24,442 20,550 60,384 58,603
------------------- ---------------- ------------------ ------------------
OPERATING (LOSS) PROFIT (3,010) 1,919 3,004 3,577
Interest expense (3,048) (2,950) (9,276) (8,839)
Interest income 45 110 169 531
Gain on disposition of properties 2,454 -- 2,454 --
------------------- ---------------- ------------------ ------------------
NET LOSS $ (3,559) $ (921) $ (3,649) $ (4,731)
=================== ================ ================== ==================
ALLOCATION OF NET LOSS
General Partner $ (36) $ (9) $ (36) $ (47)
Limited Partners (3,523) (912) (3,613) (4,684)
------------------- ---------------- ------------------ ------------------
$ (3,559) $ (921) $ (3,649) $ (4,731)
=================== ================ ================== ==================
NET LOSS PER LIMITED PARTNER UNIT
(83,337 Units) $ (42) $ (11) $ (43) $ (56)
=================== ================ ================== ==================
See Notes to Condensed Financial Statements.
4
FAIRFIELD INN BY MARRIOTT LIMITED PARTNERSHIP
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED, IN THOUSANDS)
Nine Months Thirty-Six
Ended Weeks Ended
September 30, September 7,
2002 2001
---------------- -----------------
OPERATING ACTIVITIES
Net loss $ (3,649) $ (4,731)
Depreciation 7,204 8,373
Gain on disposition of properties and equipment (2,454) (11)
Amortization of deferred financing costs 365 337
Amortization of mortgage debt premium (263) (242)
Amortization of deferred ground rent (19) --
Deferral of incentive management fee -- 1,903
Loss on impairment of long-lived assets 5,278 --
Changes in operating accounts 2,861 758
---------------- -----------------
Cash provided by operating activities 9,323 6,387
---------------- -----------------
INVESTING ACTIVITIES
Additions to property and equipment (1,764) (6,723)
Change in property improvement fund (1,977) 783
Proceeds from sale of properties and equipment 8,015 11
---------------- -----------------
Cash provided by (used in) investing activities 4,274 (5,929)
---------------- -----------------
FINANCING ACTIVITIES
Repayment of mortgage debt (9,599) (2,884)
Payment of ground lease buy-out (1,941) --
Change in restricted cash (189) (972)
---------------- -----------------
Cash used in financing activities (11,729) (3,856)
---------------- -----------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,868 (3,398)
CASH AND CASH EQUIVALENTS at beginning of period 1,597 7,702
---------------- -----------------
CASH AND CASH EQUIVALENTS at end of period $ 3,465 $ 4,304
================ =================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for mortgage interest $ 9,253 $ 8,516
================ =================
5
See Notes to Condensed Financial Statements.
FAIRFIELD INN BY MARRIOTT LIMITED PARTNERSHIP
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION
Fairfield Inn by Marriott Limited Partnership, a Delaware limited partnership
(the "partnership"), owns 46 Fairfield Inn by Marriott properties (the "Inns")
located in sixteen states within the contiguous United States. The Partnership
leased the land underlying 32 of the Inns from Marriott International, Inc.
("MII") and certain of its affiliates. During the quarter ended September 30,
2002, the partnership sold three of its inns, one of which leased its underlying
land from MII and an additional Inn was sold in October 2002. See Note 5-Sale of
Hotels and Note 6-Subsequent Events below.
Effective November 30, 2001, Sage Management Resources III, LLC ("Sage"), an
affiliate of Sage Hospitality Resources, LLC, began providing management
services to the properties. Prior to such date, the Inns were managed by
Fairfield FMC Corporation, a wholly-owned subsidiary of MII, as part of the
Fairfield Inn by Marriott hotel system under a long-term management agreement.
Under Sage, the Inns will continue to be operated under the Fairfield Inn by
Marriott system.
2. GOING CONCERN UNCERTAINTY, LIQUIDITY AND FINANCING REQUIREMENTS
Adequate liquidity and capital are critical to the ability of the partnership to
continue as a going concern. Since 1996, annual revenues have declined each
year, from $97.4 million in 1996 to $83.9 million in 2001. The operating profit
has declined over the same period from a $17.3 million operating profit in 1996
to a $496,000 operating profit in 2001. The decline in Inn operations is
primarily due to increased competition, over-supply of limited service hotels in
the markets where the partnership's Inns operate, increased pressure on room
rates, the deferral of capital improvements needed to make the Inns more
competitive in their marketplaces because of a lack of funds, and a slowdown in
the economy resulting in a softness in the lodging industry as a whole.
Exacerbating this trend is the impact of the events of September 11, 2001 which
have had a significant detrimental effect on the hospitality industry in general
and the Inns in particular as travel nationwide has severely decreased. The
partnership did not have sufficient cash flow from current operations to make
its required debt service payment in November 2002, nor did it have sufficient
cash flow to make its property improvement fund contributions beginning in
September 2002. These factors and those discussed below raise substantial doubt
about the partnership's ability to continue as a going concern. Accordingly, in
connection with the audit of our December 31, 2001 financial statements, our
auditors issued a going-concern modification to their opinion discussing such
matters. These factors are ongoing; however, the partnership is working to
address liquidity as discussed below.
Based upon fourth quarter 2002 forecasts provided by Sage, the partnership is
not projecting improved results for 2002 over 2001. Partnership cash, including
$2.6 million and $3.1 million held in lender reserve accounts at September 30,
2002 and December 31, 2001, respectively, totaled $6.1 million and $4.7 million
at September 30, 2002 and December 31, 2001, respectively. As of November 11,
2002, the partnership is in default under the mortgage loan agreement due to its
failure to pay the regularly scheduled debt service payment due on that date.
The partnership is also in default under the franchise agreements with MII due
to its failure to make its property improvement fund contributions beginning in
September 2002, also resulting in technical default under the mortgage loan
agreement. The partnership has requested from the lender further modifications
to the mortgage loan agreement. In light of prolonged declining operations and
the partnership's pending request for loan modifications, the partnership
elected to not use partnership reserves to make its November 11, 2002 debt
service payment. If the lender is unwilling to grant the requested modifications
the partnership may be required to seek protection by filing for bankruptcy or
the partnership's properties may be lost through foreclosure.
The lack of available funds from operations over the past several years has also
delayed room refurbishments at the Inns. Based upon information provided by
Sage, the capital expenditure needs for the next two years for the Inns are
estimated to total approximately $19 million. As of November 11, 2002, the
partnership has spent approximately $3.0 million toward the completion of the
property improvements plans ("PIPs") required under the franchise agreements
with MII.
6
FAIRFIELD INN BY MARRIOTT LIMITED PARTNERSHIP
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
2. GOING CONCERN UNCERTAINTY, LIQUIDITY AND FINANCING REQUIREMENTS
(CONTINUED)
If the capital improvements are not completed, the Franchise Agreement could be
terminated and the Inns could be prohibited from operating as "Fairfield Inn by
Marriott". If this were to occur, the partnership would seek to become part of a
comparable, nationally recognized hotel system in order to continue to comply
with the obligations under its loan documents. However, given the partnership's
current financial condition, the partnership may be unable to bear the costs
associated with becoming part of a nationally recognized hotel system. If the
partnership is unable to retain another nationally recognized brand, it could
significantly impair its revenues and cash flow, and result in a default under
its loan agreement.
Based upon information provided by Sage, the estimated capital expenditure
shortfall in available funds at the end of 2003 will be approximately $3.3
million. As a result, any proposed capital expenditures exceeding the amount
available in the property improvement fund will be deferred.
For the years ended December 31, 2001, 2000 and 1999, the partnership
contributed $5,828,000, $5,987,000, $6,516,000, respectively, to the property
improvement fund. For the nine months ended September 30, 2002 and the
thirty-six weeks ended September 7, 2001, the partnership contributed $3,716,000
and $3,825,000, respectively, to the property improvement fund. However, the
partnership's property improvement fund became insufficient beginning in 1999.
Therefore, in 2001, 2000 and 1999 the partnership deposited $2.5 million, $2.4
million, and $2.4 million, respectively to the property improvement fund to
cover the capital expenditure shortfall. The shortfall is primarily due to room
refurbishments, which are planned for a majority of the partnership's Inns in
the next several years. The partnership had insufficient cash flow from
operations in September 2002 to make its property improvement fund contribution
for that month. This resulted in a default under the partnership's franchise
agreements with MII, and thus a technical default under the mortgage loan
agreement. If the lender is unwilling to grant the requested modifications the
partnership may be required to seek protection by filing for bankruptcy or the
partnership's properties may be lost through foreclosure.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed financial statements have been prepared by
the partnership. Certain information and footnote disclosures normally included
in financial statements presented in accordance with accounting principles
generally accepted in the United States 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
unaudited, condensed financial statements should be read in conjunction with the
partnership's financial statements and notes thereto included in the
partnership's annual report on Form 10-K for the year ended December 31, 2001.
In the opinion of the partnership, the accompanying unaudited, condensed
financial statements reflect all normal and recurring adjustments necessary to
present fairly the financial position of the Partnership as of September 30,
2002, the results of its operations for the three and nine months ended
September 30, 2002 and twelve and thirty-six weeks ended September 7, 2001, and
its cash flows for the nine months ended September 30, 2002 and thirty-six weeks
ended September 7, 2001. Interim results are not necessarily indicative of full
year performance because of seasonal and short-term variations. In addition, the
partnership changed its interim reporting periods to reflect calendar quarters
beginning in 2002, rather than twelve-week periods as previously reported.
The partnership assesses impairment of its real estate properties based on
whether estimated future undiscounted cash flows from such properties will be
less than their net book value. If a property is impaired, its basis is adjusted
to its estimated fair value. In 2001, Inns located in Greenville, South
Carolina; Atlanta-Southlake, Georgia; Atlanta-Peachtree Corners, Georgia;
Charlotte-Northeast and Charlotte Airport, North Carolina; and Lansing, Illinois
experienced declining cash flows, primarily due to additional competition in
their local markets and therefore were impaired. An impairment charge of
$3,808,000 was recorded in the fourth quarter of 2001.
7
FAIRFIELD INN BY MARRIOTT LIMITED PARTNERSHIP
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
During the nine months ended September 30, 2002, Inns located in
Atlanta-Northlake, Georgia; Birmingham, Alabama; Detroit-Warren, Michigan; and
St. Louis-Hazelwood, Missouri also experienced declining cash flows, primarily
due to additional competition in their local markets and an impairment loss was
recognized on these Inns in the three months ended September 30, 2002. In
addition to the impairment charge taken during the fourth quarter of 2001, an
impairment charge was taken in 2002 on the Inn located in Greenville, South
Carolina. An impairment charge was also taken on one of the Inns currently held
for sale, located in Orlando-South, Florida, based on the most recent sales
offer. The partnership recorded an impairment charge of $5,278,000 during the
quarter ended September 30, 2002.
For financial reporting purposes, the net income of the Partnership is allocated
99% to the limited partners and 1% to the general partner of the Partnership.
Significant differences exist between the net income for financial reporting
purposes and the net income for Federal income tax purposes. These differences
are due primarily to the use, for Federal income tax purposes, of accelerated
depreciation methods and shorter depreciable lives for certain assets and
differences in the timing of the recognition of certain fees and straight-line
rent adjustments.
Recently Issued Accounting Standards
Financial Accounting Standards Board ("FASB") SFAS No. 141 "Business
Combinations" requires that all business combinations be accounted for under the
purchase method of accounting. SFAS No. 141 also changes the criteria for the
separate recognition of intangible assets acquired in a business combination.
SFAS No. 141 is effective for all business combinations initiated after June 30,
2001. This statement will not affect the partnership's financial statements.
SFAS No. 142 "Goodwill and Other Intangible Assets" addresses accounting and
reporting for intangible assets acquired, except for those acquired in a
business combination. SFAS No. 142 presumes that goodwill and certain intangible
assets have indefinite useful lives. Accordingly, goodwill and certain
intangibles will not be amortized but rather will be tested at least annually
for impairment. SFAS No. 142 also addresses accounting and reporting for
goodwill and other intangible assets subsequent to their acquisition. SFAS No.
142 is effective beginning January 1, 2002. This statement will not affect the
partnership's financial statements.
SFAS No. 144 "Accounting for Impairment or Disposal of Long-Lived Assets"
supersedes SFAS No. 121 "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of." The standard provides guidance beyond
that previously specified in Statement 121 to determine when a long-lived asset
should be classified as held for sale, among other things. This Statement was
adopted by the partnership effective January 1, 2002. Implementation of the
statement did not have a material effect on the partnership.
SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of
SFAS No. 13 and Technical Corrections," updates, clarifies and simplifies
existing accounting pronouncements. In part, this statement rescinds SFAS No. 4,
"Reporting Gains and Losses from Extinguishment of Debt." SFAS No. 145 will be
effective for fiscal years beginning after May 15, 2002. Upon adoption,
enterprises must reclassify prior period items that do not meet the
extraordinary item classification criteria in APB Opinion No. 30. The
partnership does not expect that this statement will have a material effect on
its financial statements.
SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities"
requires companies to recognize costs associated with exit or disposal
activities when they are incurred rather than at the date of a commitment to an
exit or disposal plan. Examples of costs covered by the standard include lease
termination costs and certain employee severance costs that are associated with
a restructuring, discontinued operation, plant closing or other exit or disposal
activity. SFAS No. 146 is effective prospectively for exit and disposal
activities initiated after December 31, 2002, with earlier adoption encouraged.
The partnership does not expect that this statement will have a material effect
on its financial statements.
8
FAIRFIELD INN BY MARRIOTT LIMITED PARTNERSHIP
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
4. AMOUNTS PAYABLE TO MARRIOTT INTERNATIONAL, INC.
The following table provides the significant expenses incurred to Marriott
International and its affiliates for the nine months ended September 30, 2002
and the thirty-six weeks ended September 7, 2001 (in thousands):
Year-to-Date as of
September 30, September 7,
2002 2001
----------------- ---------------
Royalty fee $3,989 $ --
Fairfield Inn system fee -- 1,846
Ground rent 74 2,026
Reservation costs 610 2,035
Marketing fund contribution -- 1,506
Incentive management fee -- --
Base management fee -- 1,230
Chain services allocation -- 1,175
----------------- ---------------
Total $ 4,673 $ 9,818
================= ===============
Amounts paid to Marriott International are significantly lower for the first
nine months of 2002 as compared to the first thirty-six weeks of 2001. This
decrease is due to the termination of Fairfield FMC Corporation's, a Marriott
International affiliate, management agreement with the partnership in 2001.
Effective November 30, 2001, Sage assumed management responsibilities. Also on
November 30, 2001, the partnership entered into a new Franchise Agreement with
Marriott International, and entered into Ground Lease modifications which
resulted in concessions of ground rent for years ended December 31, 2000 and
2001 and through the nine months ended September 30, 2002.
5. SALE OF HOTELS
On July 29, 2002, the partnership sold one of its inns located in Montgomery,
Alabama (classified as property held for sale on the accompanying condensed
balance sheet) for $3,125,000. The net proceeds from the sale of approximately
$2.9 million were applied toward the partnership's mortgage debt, in accordance
with the terms of the loan agreement. The partnership recognized a gain on the
sale of approximately $2.1 million.
On August 12, 2002, the partnership sold its inn located in Charlotte (Airport),
North Carolina (classified as property held for sale on the accompanying balance
sheet) for $2,450,000. The net proceeds from the sale of approximately $341,000,
which is net of approximately $1.9 million attributed to the ground lease
buyout, were applied toward the partnership's mortgage debt, in accordance with
the terms of the loan agreement. The partnership recognized a gain on the sale
of approximately $185,000.
On August 14, 2002, the partnership sold its inn located in Atlanta (Southlake),
Georgia (classified as property held for sale on the accompanying balance sheet)
for $2,950,000. The net proceeds from the sale of approximately $2.8 million
were applied toward the partnership's mortgage debt, in accordance with the
terms of the loan agreement. The partnership recognized a gain on the sale of
approximately $154,000.
6. SUBSEQUENT EVENT
On October 9, 2002, the partnership sold its inn located in Chicago (Lansing),
Illinois (classified as property held for sale on the accompanying balance
sheet) for $2,295,000. The net proceeds from the sale of approximately $665,000,
which is net of approximately $1.4 million attributed to the ground lease
buyout, will be applied toward the partnership's mortgage debt, in accordance
with the terms of the loan agreement. The partnership will recognize a gain on
the sale of approximately $846,000.
9
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. We have based
these forward-looking statements on our current expectations and projections
about future events. Certain, but not necessarily all, of such forward-looking
statements can be identified by the use of forward-looking terminology, such as
"believes," "expects," "may," "will," "should," "estimates," or "anticipates,"
or the negative thereof or other variations thereof or comparable terminology.
All forward-looking statements involve known and unknown risks, uncertainties
and other factors which may cause our actual transactions, results, performance
or achievements to be materially different from any future transactions,
results, performance or achievements expressed or implied by such
forward-looking statements. Although we believe the expectations reflected in
such forward-looking statements are based upon reasonable assumptions, we can
give no assurance that our expectations will be attained or that any deviations
will not be material. We disclaim 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 our expectations
with regard thereto or any change in events, conditions or circumstances on
which any such statement is based.
LIQUIDITY AND CAPITAL RESOURCES
GOING CONCERN AND OTHER IMPORTANT RISK FACTORS: Adequate liquidity and capital
are critical to the partnership's ability to continue as a going concern. The
partnership's inns have experienced a substantial decline in operating results
over the past several years. Since 1996, the partnership's annual revenues have
declined each year, from $97.4 million in 1996 to $83.9 million in 2001.
Further, operating profit has declined over the same periods from $17.3 million
in 1996 to $496,000 in 2001. Through the third quarter of 2002, rooms revenues
and net loss for the period improved over the prior year comparable period.
However, operating profits declined over the prior year comparable period. For
the nine months ended September 30, 2002 as compared to the thirty-six weeks
ended September 7, 2001 (the "year-to-date comparable periods"), rooms revenues
increased $1.2 million from $60.2 million to $61.4 million. Operating profits
decreased for the year-to-date comparable periods from $3.6 million in 2001 to
$3.0 million in 2002. For the year-to-date comparable periods, net loss
decreased from $4.7 million in 2001 to $3.6 million in 2002.
In addition, the partnership has faced increasing needs to make substantial
capital improvements to its inns to enable it to compete more effectively in the
markets and to satisfy standards for the Fairfield Inn brand, as required by the
franchise agreements. The partnership had approximately $3.5 million of
unrestricted cash as of September 30, 2002. In addition, the partnership had
approximately $7.2 million in its property improvement fund as of September 30,
2002.
Further to the slowdown in the hotel industry (due to softness in the economy),
the September 11th terrorist attacks have caused general travel in the United
States to significantly decline, thereby further exacerbating the partnership's
financial difficulties. The partnership had significant declines in occupancy
levels and RevPAR in the fourth quarter of 2001 as a result. While the
partnership is working with Sage to attempt to offset this trend, the
partnership expects results in 2002 to be below historical levels.
The partnership had $139.0 million of mortgage debt outstanding as of September
30, 2002. The annual principal and interest debt service requirements are
approximately $17 million. There can be no assurances that the partnership will
be able to improve operations, or obtain the additional financing that may be
required to meet operating needs in the future, and make the necessary PIPs to
avoid default under the partnership's franchise agreements with Marriott
International. The above factors raise substantial doubt about the partnership's
ability to continue as a going concern. Accordingly, in connection with the
audit of our December 31, 2001 financial statements, our auditors issued a
going-concern modification to their opinion discussing such matters.
10
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
As a result of the partnership's continued decline in operating results, which
are discussed above, the prior general partner, FIBM One LLC, developed a
restructuring plan for the partnership. In connection with this plan, the
consent of limited partners of the partnership was sought for the transfer of
FIBM One LLC's general partner interest in the partnership to the current
general partner. Effective August 16, 2001, following the receipt of the
necessary consent to the transfer of the general partner interest, FIBM One LLC,
transferred its general partner interest in the partnership to AP-Fairfield GP,
LLC.
Also, as part of the restructuring plan, the partnership filed a Form S-1
Registration Statement, in which the partnership sought to offer its limited
partners the right to purchase $23 million in subordinated notes due in 2007
(the "Offering"). The proceeds of the Offering, if made, were expected to be
used for capital improvements at the Inns.
On November 30, 2001, the second phase of the Restructuring Plan was implemented
as the partnership (i) replaced Fairfield FMC Corporation as the property
manager at the partnership's Inns with Sage, (ii) entered into new Franchise
Agreements with Marriott International, (iii) entered into Ground Lease
modifications which provide for substantially reduced rent for the year 2002,
and an extension of the term to November 30, 2098, and (iv) agreed to complete
the PIPs required by Marriott International at the properties by no later than
November 30, 2003.
Partnership cash, including $2.6 million held in lender reserve accounts,
totaled $6.1 million at September 30, 2002. As of November 11, 2002, the
partnership is in default due to its failure to pay the regularly scheduled debt
service payment due on that date. The partnership is also in technical default
under the mortgage loan agreement due to its failure to make its property
improvement fund contributions beginning in September 2002. The partnership has
requested from the lender further modifications to the mortgage loan agreement.
In light of prolonged declining operations and the partnership's pending request
for loan modifications, the partnership elected to not use partnership reserves
to make its November 11, 2002 debt service payment. If the lender is unwilling
to grant the requested modifications the partnership may seek protection by
filing for bankruptcy or the partnership's properties may be lost through
foreclosure.
PRINCIPAL SOURCES AND USES OF CASH: The partnership's principal source of cash
has been cash from operations. The partnership's principal uses of cash are to
make debt service payments, fund the property improvement fund and maintain
reserves required pursuant to the terms of the mortgage debt.
The partnership's cash and cash equivalents increased to $3,465,000 compared to
$1,597,000 at December 31, 2001. The improvement from year end is due to
$9,323,000 of cash provided by operating activities and $4,274,000 of cash
provided by investing activities, which were partially offset by $11,729,000 of
cash used in financing activities. Cash provided by investing activities
consisted of the proceeds from the sales of three of the partnership's inns,
offset by contributions to the property improvement fund and capital
improvements and equipment purchases. Cash used in financing activities
consisted of principal payments on the partnership's mortgage loan and changes
to the restricted cash reserves as required under the terms of the mortgage
debt.
SALES OF PROPERTIES. On July 29, 2002, the partnership sold its inn located in
Montgomery, Alabama (classified as property held for sale on the accompanying
balance sheet) for $3,125,000. The net proceeds from the sale of approximately
$2.9 million were applied toward the partnership's mortgage debt, in accordance
with the terms of the loan agreement. The partnership recognized a gain on the
sale of approximately $2.1 million.
On August 12, 2002, the partnership sold its inn located in Charlotte (Airport),
North Carolina (classified as property held for sale on the accompanying balance
sheet) for $2,450,000. The net proceeds from the sale of approximately $341,000,
which is net of approximately $1.9 million attributed to the ground lease
buyout, were applied toward the partnership's mortgage debt, in accordance with
the terms of the loan agreement. The partnership recognized a gain on the sale
of approximately $185,000.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
On August 14, 2002, the partnership sold its inn located in Atlanta (Southlake),
Georgia (classified as property held for sale on the accompanying balance sheet)
for $2,950,000. The net proceeds from the sale of approximately $2.8 million
were applied toward the partnership's mortgage debt, in accordance with the
terms of the loan agreement. The partnership recognized a gain on the sale of
approximately $154,000.
On October 9, 2002, the partnership sold its inn located in Chicago (Lansing),
Illinois (classified as property held for sale on the accompanying balance
sheet) for $2,295,000. The net proceeds from the sale of approximately $665,000,
which is net of approximately $1.4 million attributed to the ground lease
buyout, will be applied toward the partnership's mortgage debt, in accordance
with the terms of the loan agreement. The partnership will recognize a gain on
the sale of approximately $846,000.
In addition, the partnership is currently marketing its Inns located in
Charlotte (Northeast), North Carolina, Columbus, Ohio, Raleigh (Northeast),
North Carolina and Orlando (South), Florida. There can be no assurance that any
of these inns will ultimately be sold. These properties have been marketed with
the consent of the partnership's lender. However, the consent may not be valid
if an event of default exists. As described above, the partnership is in default
and as such, lender's consent to a sale may be withheld.
SHORTFALL IN FUNDS AVAILABLE FOR CAPITAL EXPENDITURES: In light of the age of
the partnership's inns, which range from 12 to 15 years, major capital
expenditures are required over the next several years in an effort to remain
competitive in the markets where the partnership operates and to satisfy brand
standards required by the franchise agreement. These capital expenditures
include room refurbishments planned for 18 of the Inns over the next several
years and the replacement of roofs, facades, carpets, wall vinyl and furniture.
The capital expenditure needs for the partnership's inns for 2002 and 2003 are
estimated to total approximately $19 million.
The cost of future capital expenditures for the partnership's inns is estimated
to exceed available funds. The partnership's property improvement fund became
insufficient to meet anticipated capital expenditures in 1999 and continued to
be insufficient through 2001. To address this shortfall, the partnership
deposited an additional $2.4 million into the property improvement fund during
1999 from its partnership cash beyond the required contributions. In addition,
the contribution rate to the property improvement fund was increased to 7% of
gross sales for 1997 and thereafter. The partnership contributed $3.7 million
and $4.3 million through the third quarters of 2002 and 2001, respectively, to
the property improvement fund.
Based upon information provided by Sage, the estimated property improvement fund
shortfall is expected to be $3.3 million of projected capital expenditure
requirements by the end of 2003. Until the partnership reaches a resolution
concerning funding of the partnership's operating and capital expenditure
shortfalls, any proposed capital expenditures exceeding the amount available in
the property improvement fund will be deferred.
In 2002, the partnership received a private complaint with respect to its
Birmingham, Alabama property that it was not ADA compliant. The partnership is
currently negotiating with the complainant to determine the scope of work
required to make the property ADA compliant. It is believed that the cost of
such work will not exceed $100,000.
In accordance with the property improvement plan with MII, the partnership is
required to provide evidence by no later than November 30, 2003 that at least
$23 million has been set aside to complete a portion of these capital
improvements. If the capital improvements are not completed, the Franchise
Agreement could be terminated and the Inns could not be operated as a "Fairfield
Inn by Marriott". However, given the partnership's current financial condition,
the partnership may be unable to bear the costs associated with becoming part of
a nationally recognized hotel system. If this were to occur, the partnership
would seek to become part of a comparable, nationally recognized hotel system in
order to continue to comply with the obligations under its loan documents. If
the partnership is unable to retain another nationally recognized manager, it
could significantly impair its revenues and cash flow, and result in a default
under its loan agreement.
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS
Beginning January 1, 2002, the partnership changed its interim reporting periods
to reflect calendar quarters, rather than twelve-week periods as previously
reported. Therefore, year to date 2002 reflects 273 revenue days compared to 250
revenue days for the comparable period of 2001. On a prorated basis for revenue
days, rooms revenues have decreased, operating expenses have declined and
operating profits are favorable compared to the prior year.
OPERATING (LOSS) PROFIT. Operating loss for the third quarter of 2002 increased
by approximately $4.9 million to $3.0 million when compared to operating profit
of $1.9 million for the third twelve week period in 2001. For the third quarter,
the increase in operating loss is due to the loss on impairment of $5.3 million
recorded during the third quarter of 2002. For the year-to-date comparable
periods, operating profit decreased by $573,000 to $3.0 million. The decrease in
operating profit is due to the loss on impairment of $5.3 million recorded
during the third quarter of 2002 offset by an increase in revenues and a
decrease in the remaining operating expenses as discussed below.
ROOMS REVENUES. Rooms revenues decreased $0.6 million, or approximately 3% to
$21.4 million for the third quarter of 2002 from $22.0 million for the third
twelve week period in 2001. For the year-to-date comparable periods, rooms
revenues increased $1.2 million, or approximately 2%, to $61.4 million in 2002
from $60.2 million in 2001, reflecting a $1.04 increase in the average room rate
to $55.47. However, partially offsetting this increase in average room rate was
a decline in occupancy rates from the prior year of 3.7% to 60.9% for 2002.
These changes in occupancy and room rates caused a decrease in revenue per
available room of 4% to $33.78. The decrease in average occupancy was primarily
the result of increased competition in the economy segment and exacerbated by
the continued effect of the September 11th terrorist attacks, which hurt the
hospitality industry in general, and the deferral of capital improvements needed
to make the inns more competitive in their marketplaces because of the lack of
funds. The increase in rooms revenues is not proportional to the decreases in
occupancy and revenue per available room rate due to the change in interim
reporting periods.
TOTAL REVENUES. Total revenues decreased $1.1 million, or 5%, to $21.4 million
for the third quarter of 2002 from $22.5 million for the third twelve week
period in 2001. Total revenues increased $1.2 million, or approximately 2%, to
$63.4 million for the nine months ended September 30, 2002 from $62.2 million
for the thirty-six weeks ended September 7, 2001. The decrease in total revenues
for the third quarter is primarily due to the decrease in rooms revenues as
discussed above, and a corresponding decrease in other inn revenues of $269,000.
The increase in total revenues for the year-to-date period is primarily due to
the final settlement of outstanding accruals maintained by the Partnership's
former manager, MII. The partnership received approximately $700,000 from MII in
April 2002. As a result of the settlement, the Partnership recognized
non-recurring revenues of approximately $1.4 million. In the third quarter of
2002, the partnership recorded a charge of $206,000 against these revenues as a
result of its notification from MII during the quarter of additional ground rent
owed to MII for fiscal year 2001. The net increase in total revenues
year-to-date from the prior year is also partially offset by other revenues of
$656,000 that were recognized in the first quarter of 2001. The other revenues
in 2001 represent a reimbursement of funds previously paid by the partnership to
On Command Video to provide for television equipment maintenance. The television
program provider determined that the equipment maintenance was no longer
necessary and the funds were subsequently reimbursed to the partnership during
the first quarter of 2001.
OPERATING EXPENSES. Operating expenses increased during the third quarter of
2002 by $3.9 million or 19% to $24.4 million when compared to the third twelve
week period in 2001. For the nine months ended September 30, 2002, operating
expenses increased by $1.8 million or 3% to $60.4 million when compared to the
thirty-six week period ended September 7, 2001. These increases are primarily
due to an impairment of long-lived assets of $5.3 million recorded by the
partnership in the third quarter of 2002 related to its Inns located at
Atlanta-Northlake, Georgia; Birmingham, Alabama; Detroit-Warren, Michigan; St.
Louis-Hazelwood, Missouri; Greenville, South Carolina; and Orlando-South,
Florida. These increases are offset by a decrease in ground rent of $659,000 for
the third quarter of 2002, and $2.0 million for the nine months ended September
30, 2002, due to the concessions provided by Marriott International for fiscal
year 2002. Additionally, incentive management fees are no longer owed by the
partnership due to the termination of the management agreement with Fairfield
FMC Corporation in 2001. These fees totaled $1.9 million for the thirty-six
weeks ended September 7, 2001. Under the management agreement with Sage, the
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS (CONTINUED)
partnership must attain certain levels of net operating income before incentive
management fees are owed. The partnership has not yet attained these levels of
performance. Also offsetting the increase in operating expenses was a decrease
in depreciation expense of $600,000 for the third quarter of 2002 and $1.1
million for the nine months ended September 30, 2002. Partially offsetting these
decreases were increases in room expense of $400,000 and $1.1 million and base
management fee of $250,000 and $700,000 for the three and nine months ended
September 30, 2002, respectively.
INTEREST EXPENSE. Interest expense increased $98,000 to approximately $3.0
million in third quarter 2002 when compared to the third twelve week period in
2002. For the year-to-date comparable periods, interest expense increased by
$437,000 to $9.3 million. This increase is due to the change in interim
reporting periods, which results in 273 days of interest for the nine months
ended September 30, 2002 compared to 250 days of interest for the thirty-six
weeks ended September 7, 2001.
GAIN ON DISPOSITION OF PROPERTIES. During the third quarter of 2002, the
partnership recorded gain on disposition of properties of $2.5 million related
to the sale of its Inns located in Montgomery, Alabama; Charlotte-Airport, North
Carolina; and Atlanta-Southlake, Georgia.
NET LOSS. The Partnership incurred a net loss of approximately $3.6 million in
the third quarter of 2002 as compared to a net loss of $0.9 million in the third
quarter of 2001. For the year-to-date comparable periods, net loss decreased
$1.1 million to $3.6 million. This decrease is due primarily to the increase in
revenues and decrease in operating expenses discussed above.
Seasonality The partnership's hotels have historically experienced seasonal
variations typical of the hotel industry with higher revenues in the second and
third quarters of the calendar years compared with the first and fourth
quarters. Seasonality may affect hotel operating revenue but the partnership
does not expect seasonal variations to have a material impact upon its financial
results of operations.
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions in certain circumstances that affect amounts reported in the
accompanying financial statements and related footnotes. In preparing these
financial statements, management has made its best estimates and judgments of
certain amounts included in the financial statements, giving due consideration
to materiality. The partnership does not believe there is a great likelihood
that materially different amounts would be reported related to the accounting
policies described below. However, application of these accounting policies
involves the exercise of judgment and use of assumptions as to future
uncertainties and, as a result, actual results could differ from these
estimates.
Impairment of long-lived assets: At September 30, 2002 and December 31, 2001,
the partnership had $99.5 million and $110.0 million of property and equipment
(net), and $1.9 million and $5.7 million of properties held for sale, accounting
for approximately 86% and 89%, respectively, of the partnership's total assets.
Property and equipment is carried at cost but is adjusted to fair value if there
is an impairment loss.
During the years ended December 31, 2001, 2000, and 1999, the partnership
recognized $3.8 million, $8.1 million, and $2.8 million, respectively, of
impairment losses related to its property and equipment. For the quarter ended
September 30, 2002, the partnership recognized an additional $5.2 million
impairment loss related to property and equipment at its Inns located in
Atlanta-Northlake, Georgia; Birmingham, Alabama; Detroit-Warren, Michigan; St.
Louis-Hazelwood, Missouri; Greenville, South Carolina; and Orlando-South,
Florida. An impairment loss must be recorded for an Inn if estimated
undiscounted future cash flows are less than the book value of the Inn.
Impairment losses are measured based on the estimated fair value of the Inn. In
assessing the recoverability of the partnership's property and equipment
14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
CRITICAL ACCOUNTING POLICIES (CONTINUED)
the partnership must consider the forecasted financial performance of its
properties. If these estimates or their related assumptions change in the
future, the partnership may be required to record additional impairment charges.
Useful lives of long-lived assets: Property and equipment, and certain other
long-lived assets, are amortized over their useful lives. Useful lives are based
on management's estimates of the period that the assets will generate revenue.
Deferred ground rent: Ground rent payable to Marriott International and its
affiliates at September 30, 2002 and December 31, 2001 was $2,391,000 and
$2,204,000, respectively, and is included in Due to Marriott International,
Inc., affiliates and other on the accompanying condensed balance sheet. The
partnership's deferred ground rent that remained payable at November 30, 2001
was waived in accordance with the amended lease agreement that was entered
between the partnership and Marriott International and its affiliates. The
amount of deferred ground rent waived as a result of the ground lease amendment
will be recognized as a reduction in ground rent expense over the remaining life
of the new lease term, which has been extended to November 30, 2098, since it
represents a new operating lease as of November 30, 2001, for accounting
purposes.
Due from/to manager: The partnership is required to provide Sage with the
working capital sufficient to meet all disbursements and operating expenses
necessary to permit the uninterrupted and efficient operations of the Inns. The
net working capital of the Inns consists primarily of operating cash, trade
receivables and payables, which are maintained by Sage. Upon termination of the
management agreement with Sage, Sage is required to return the working capital
to the partnership. As a result of these conditions, the components or working
capital and supplies maintained by Sage are not reflected in the condensed
financial statements, however, the partnership presents this net working capital
as Due from/to Manager in the accompanying condensed balance sheet.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We do not have market risk with respect to interest rates, foreign currency
exchanges or other market rate or price risk, and we do not hold any financial
instruments for trading purposes. As of September 30, 2002, all of our debt has
a fixed interest rate.
ITEM 4. CONTROLS AND PROCEDURES
The partnership's principal executive officer and principal financial officer
have, within 90 days of the filing date of this quarterly report, evaluated the
effectiveness of the partnership's disclosure controls and procedures (as
defined in Exchange Act Rules 13a - 14(c) and have determined that such
disclosure controls and procedures are adequate. There has been no significant
changes in the partnership's internal controls or in other factors that could
significantly affect such internal controls since the date of evaluation.
Accordingly, no corrective actions have been taken with regard to significant
deficiencies or material weaknesses.
15
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The partnership recently received a private complaint with respect to its
Birmingham, Alabama property that it was not ADA compliant. The partnership is
currently negotiating with the complainant to determine the scope of work
required to make the property ADA compliant. It is believed that the cost of
such work will not exceed $100,000.
The Partnership is involved in 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. EXHIBIT AND REPORTS ON FORM 8-K
a) Exhibits:
99.1 Certification Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
b) Reports on Form 8-K:
A Form 8-K with respect to the engagement of Ernst & Young,
LLP as the partnership's independent auditors (Item 4) on
September 13, 2002 was filed with the Securities and Exchange
Commission during the three months ended September 30, 2002.
16
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 this 14th day of November, 2002.
FAIRFIELD INN BY MARRIOTT LIMITED PARTNERSHIP
By: AP-Fairfield GP, LLC
General Partner
By: AP-Fairfield Manager Corp.
Manager
By: /s/ Carolyn Tiffany
------------------------------
Carolyn Tiffany
Vice President
CERTIFICATIONS
I, THOMAS C. STAPLES, certify that:
1. I have reviewed this quarterly report on Form 10-Q of
Fairfield Inn by Marriott Limited Partnership;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the
registrant is made known to us, particularly during
the period in which this quarterly report is being
prepared:
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls
and procedures on our evaluation as of the Evaluation
Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or
operation of internal controls which could adversely
affect the registrant's ability to record, process,
summarize and report financial data and have
identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
18
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and
material weaknesses.
Date: November 14, 2002 /s/ Thomas Staples
------------------------------
Thomas C. Staples
Chief Financial Officer
19
CERTIFICATIONS
I, MICHAEL L. ASHNER, certify that:
1. I have reviewed this quarterly report on Form 10-Q of
Fairfield Inn by Marriott Limited Partnership;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the
registrant is made known to us, particularly during
the period in which this quarterly report is being
prepared:
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls
and procedures on our evaluation as of the Evaluation
Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or
operation of internal controls which could adversely
affect the registrant's ability to record, process,
summarize and report financial data and have
identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
20
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and
material weaknesses.
Date: November 14, 2002 /s/ Michael L. Ashner
------------------------------
Michael L. Ashner
Chief Executive Officer
21
Exhibit Index
Exhibit Page No.
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99.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 23