-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, URiIJJaK9u08neG9304EoaEv+vxI3o5GO9IQ0VTZPzcW0QjhyDIMwz+DOBO4OeJm 0i1Um5Jd5m2TpLC+mpELjA== 0000950142-02-000765.txt : 20020809 0000950142-02-000765.hdr.sgml : 20020809 20020809161802 ACCESSION NUMBER: 0000950142-02-000765 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020809 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERSTATE HOTELS & RESORTS INC CENTRAL INDEX KEY: 0001059341 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 510379982 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14331 FILM NUMBER: 02725003 BUSINESS ADDRESS: STREET 1: 1010 WISCONSIN AVE NW CITY: WASHINGTON STATE: DC ZIP: 20007 BUSINESS PHONE: 2029654455 MAIL ADDRESS: STREET 1: 1010 WISCONSIN AVE N W CITY: WASHINGTON STATE: DC ZIP: 20007 FORMER COMPANY: FORMER CONFORMED NAME: MERISTAR HOTELS & RESORTS INC DATE OF NAME CHANGE: 19980407 8-K 1 form8k-80902.txt FORM 8-K CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT FILED PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2002 INTERSTATE HOTELS & RESORTS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 1-14331 52-2101815 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification Number) 1010 Wisconsin Avenue, N.W. Washington, D.C. 20007 - -------------------------------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (202) 965-4455 -------------- 2 FORM 8-K ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS EXHIBIT DESCRIPTION ------- ----------- 99.1 Slide presentation posted on the Registrant's website. ITEM 9. REGULATION FD DISCLOSURE A copy of a slide presentation that the Registrant has posted on the Registrant's website, WWW.IHRCO.COM, is attached as Exhibit 99.1 to this report. The slide presentation is being furnished, not filed, pursuant to Regulation FD. Accordingly, the slide presentation will not be incorporated by reference into any registration statement filed by the Registrant under the Securities Act of 1933, unless specifically identified therein as being incorporated therein by reference. The furnishing of the slide presentation is not intended to, and does not, constitute a determination or admission by the Registrant that the information in the slide presentation is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Registrant or any of its affiliates. 3 SIGNATURE 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 hereunto duly authorized. Date: August 9, 2002 INTERSTATE HOTELS & RESORTS, INC By: /s/ Christopher L. Bennett --------------------------------------- Christopher L. Bennett Senior Vice President and General Counsel 4 EXHIBIT INDEX EXHIBIT DESCRIPTION ------- ----------- 99.1 Slide presentation posted on the Registrant's website. EX-99 3 ex991-form8k80902.txt EXHIBIT 99.1 EXHIBIT 99.1 ------------ [IHR LOGO] INTERSTATE HOTELS & RESORTS (NYSE: IHR) [GRAPHIC OMITTED] [GRAPHIC OMITTED] [PHOTOGRAPH - Los Angeles Marriott] [PHOTOGRAPH - Don CeSar Beach Resort]
Los Angeles Marriott - Los Angeles, CA Don CeSar Beach Resort - St. Pete Beach, FL
INTERSTATE HOTELS & RESORTS o Global management company with operations in five countries o Largest independent hotel management company in North America o 400+ hotles, resorts, and conference centers o 86,000+ rooms o BridgeStreet Corporate Housing Worldwide o 17 North American markets o London Paris [GRAPHIC OMITTED] [PHOTOGRAPH EMBASSY SUITES CENTER CITY] Embassy Suites Center City - Philadelphia, PA FINANCIAL HIGHLIGHTS 2002 2003 (pro forma) Revenue $1.1B $1.1B EBITDA $30-34M $40-45M EPS $(.07)-.05 $.40-.55 Free Cash Flow $17-21M $27-32M o Equity market capitalization - $51M as of 8/5/02 o Net debt at 7/31/02 - $114M o Total capitalization - $165M [GRAPHIC OMITTED] [PHOTOGRAPH SHERATON BISCAYNE BAY] Sheraton Biscayne Bay - Miami, FL CAPITAL STRUCTURE o Free cash flow provides for rapid de-leveraging o Low average cost of debt of 7.3% o Credit statistics improve dramatically in 2003 [GRAPHIC OMITTED] [CHART] $50M Available $70M Bank Debt $60M Sub Debt & Other CREDIT STATISTICS [GRAPHIC OMITTED] [GRAPH] LEVERAGE RATIO Closing 4.0 Dec-02 3.7 Dec-03 2.4 INTEREST COVERAGE RATIO Closing 2.3 Dec-02 2.8 Dec-03 4.1 INTERSTATE HOTELS & RESORTS MANAGEMENT TEAM [GRAPHIC OMITTED] [ORGANIZATIONAL CHART] BOARD 13 Members PAUL WHETSELL Chairman & CEO JOHN EMERY President & COO
BOB MORSE KEVIN KILKEARY BRUCE WILES THOM VINCENT JIM CALDER HANK CIAFFONE President President Chief Investment President Chief Financial Executive Vice President Hotel Operations Hotel Operations Officer BridgeStreet Officer International Hotel Operations
INTERSTATE HOTELS & RESORTS THREE CORE BUSINESSES [GRAPHIC OMITTED] [ORGANIZATIONAL CHART] INTERSTATE HOTEL REAL BRIDGESTREET MANAGEMENT ESTATE 126 UPSCALE 142 LTD- 78 LUXURY- NORTH EUROPE BRANDED SERVICE INDEPENDENT AMERICA 700 UNITS HOTELS HOTELS RESORTS 2,700 UNITS HOTEL MANAGEMENT o Focusing on fundamental hotel operations o Expanded marketing o Operating systems leverage o Internet-based business information systems o Yield management o Benefits of scale o External growth through sliver investments and acquisition funds o Operating flow-through performance will attract new owners [GRAPHIC OMITEED] [PHOTOGRAPH - Crowne Plaza] Crowne Plaza - Washington, DC HOTEL MANAGEMENT, CONT. HOSPITALITY SERVICES o Wide array of services available to current and prospective owners o Increased cost efficiency through national purchasing o NetEffect Alliance o Telecom discounts o Business information o Insurance savings o Design and construction [GRAPHIC OMITTED] [PHOTOGRAPH - The Roosevelt Hotel] The Roosevelt Hotel - New York, NY POSITIVE INDUSTRY FUNDAMENTALS SUPPLY NON-FACTOR FOR FORESEEABLE FUTURE, DEMAND IS IN RECOVERY [GRAPHIC OMITTED] [CHART] % GROWTH -------- SUPPLY DEMAND ------ ------ 1999 3.6 3.3 2000 2.7 3.7 2001 1.8 -3.4 2002E 1.6 3.9 2003E 1.0 2.7 2004E 2.2 2.9 Source: PricewaterhouseCoopers REAL ESTATE JOINT VENTURES o Real estate JV to acquire $300-500M of hotel assets o $50M available to participate in joint ventures o Hotel transactions expected to accelerate in the second half of 2002 and in 2003 [GRAPHIC OMITTED] [PHOTOGRAPH - Radisson Resort & Spa] Radisson Resort & Spa - Scottsdale, AZ CONFERENCE CENTERS o Conference centers: o Doral Forrestal - Princeton, NJ o Doral Eaglewood - Chicago, IL o Nathan Hale University of Connecticut (independent) - Storrs, CT o Resort and conference center growth occurs through new contracts that leverage strength of Doral brand and central reservation system [GRAPHIC OMITTED] [PHOTOGRAPH - Doral Forrestal Conference Center & Spa] Doral Forrestal Conference Center & Spa - Princeton, NJ BRIDGESTREET CORPORATE HOUSING WORLDWIDE o A leading provider of upscale corporate apartments in North America and Europe o Flexible inventory minimizes risk o Recently launched licensing program for North American markets o Growth will be achieved through expansion of national client base and European operations [GRAPHIC OMITTED] [PHOTOGRAPH] UPSIDE TO 2003 BUSINESS PLAN o Incentive fees currently at historical lows - significant economic rebound would result in $5-10M of additional incentive fees o Upside potential in base fees - current forecast assumes 3-4% RevPAR growth - RevPAR growth of 6-8% would provide $2M of additional base fees o Corporate housing - current forecast assumes conservative growth in 2003 - significant rebound in corporate travel could add $2-4M of EBITDA o Real estate joint ventures - potential management fees of $3-5M o Hospitality services - current forecast does not include any growth in 2003 - new customers and services add additional EBITDA INTERSTATE HOTELS & RESORTS PREMIER INDEPENDENT HOTEL MANAGEMENT COMPANY o Alternative to brand management o Synergies result in immediate accretion to shareholders o Expansive resources will result in state-of-the-art services for hotel owners o Size will attract new capital sources o Global presence enables worldwide expansion o Capital structure provides for significant growth potential [GRAPHIC OMITTED] [PHOTOGRAPH - The Charles Hotel] The Charles Hotel - Cambridge, MA THIS PRESENTATION CONTAINS "FORWARD-LOOKING STATEMENTS," WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, ABOUT INTERSTATE HOTELS & RESORTS, INCLUDING THOSE STATEMENTS REGARDING FUTURE OPERATING RESULTS AND THE TIMING AND COMPOSITION OF REVENUES, AMONG OTHERS, AND STATEMENTS CONTAINING WORDS SUCH AS "EXPECTS," "BELIEVES" OR "WILL," WHICH INDICATE THAT THOSE STATEMENTS ARE FORWARD-LOOKING. EXCEPT FOR HISTORICAL INFORMATION, THE MATTERS DISCUSSED IN THIS PRESS RELEASE ARE FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY, INCLUDING THE CURRENT SLOWDOWN OF THE NATIONAL ECONOMY, ECONOMIC CONDITIONS GENERALLY AND THE REAL ESTATE MARKET SPECIFICALLY, THE IMPACT OF THE EVENTS OF SEPTEMBER 11, 2001, LEGISLATIVE AND REGULATORY CHANGES, AVAILABILITY OF DEBT AND EQUITY CAPITAL, INTEREST RATES, COMPETITION, SUPPLY AND DEMAND FOR LODGING FACILITIES IN OUR CURRENT AND PROPOSED MARKET AREAS, AND THE COMPANY'S ABILITY TO MANAGE INTEGRATION AND GROWTH. ADDITIONAL RISKS ARE DISCUSSED IN INTERSTATE HOTELS & RESORTS' FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING INTERSTATE HOTELS & RESORTS' ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2001 AND JOINT PROXY STATEMENT AND PROSPECTUS, FILED ON JULY 2, 2002. -----END PRIVACY-ENHANCED MESSAGE-----