-----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, NuEtK9sSROHXrYyL44UTriCalMvWbH6+D71pCfJL6ks860OLP/pbAulyBxdgq5HM XoNluqLhyryRWqEEadDhng== 0000950144-01-004121.txt : 20010329 0000950144-01-004121.hdr.sgml : 20010329 ACCESSION NUMBER: 0000950144-01-004121 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000831 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LODGIAN INC CENTRAL INDEX KEY: 0001066138 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 522093696 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-14537 FILM NUMBER: 1582334 BUSINESS ADDRESS: STREET 1: 3445 PEACHTREE ROAD N E SUITE 700 CITY: ATLANTA STATE: CA ZIP: 30326 BUSINESS PHONE: 4043649400 MAIL ADDRESS: STREET 1: 3445 PEACHTREE ROAD N E SUITE 700 CITY: ATLANTA STATE: CA ZIP: 30326 8-K 1 g68031e8-k.txt LODGIAN, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 ------------------------------ Date of Report: August 31, 2000 LODGIAN, INC. -------------------- (Exact name of registrant as specified in its charter)
Delaware 001-14537 52-2093696 - --------------- ---------------- -------------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification incorporation) Number) 3445 Peachtree Road, N.E., Suite 700, Atlanta, Georgia 30326 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (404) 364-9400 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On August 31, 2000, the Company sold ten hotels, located in the western United States to an unaffiliated third party purchaser for $132 million in cash. Approximately $118 million of the net cash proceeds, after deducting closing costs and prorations, were used to pay down debt. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Proforma consolidated statements of operations for the years ended December 31, 2000 and 1999 (unaudited). (b) Exhibits 99.1 Press release dated September 14, 2000. 3 The accompanying proforma consolidated statement of operations is presented as if the Company had completed the sale as of January 1, 2000. In management's opinion, all adjustments necessary to reflect the effect of this transaction have been made. This proforma consolidated statement of operations is not necessarily indicative of what the actual results of operations would have been for the year ended December 31, 2000, nor does it purport to represent the results of operations for future periods. Presented below are the proforma consolidated statement of operations for the year ended December 31, 2000 and 1999. No proforma balance sheet is presented as the effect of this transaction is fully reflected in the Company's Form 10-K for the year ended December 31, 2000. 4 LODGIAN, INC. AND SUBSIDIARIES PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS YEAR ENDED DECEMBER 31, 2000 (In thousands, except per share data)
(B) PRO FORMA ADJUSTMENTS FOR THE COMPANY SALE OF TEN PRO FORMA (A) HOTELS CONSOLIDATED HISTORICAL (UNAUDITED) (UNAUDITED) ---------- --------------- ------------ Revenues: Rooms $ 422,475 $ 27,914 $ 394,561 Food and beverage 131,333 7,673 123,660 Other 27,089 2,000 25,089 --------- --------- --------- 580,897 37,587 543,310 Operating expenses: Direct: Rooms 119,159 7,993 111,166 Food and beverage 94,950 6,428 88,522 Other 16,829 1,045 15,784 General, administrative and other 223,148 10,718 (C) 212,430 Depreciation and amortization 64,794 4,023 60,771 Impairment of long-lived assets 60,688 55,758 (D) 4,930 Severance and restructuring expenses 1,502 -- 1,502 --------- --------- --------- Total operating expenses 581,070 85,965 495,105 --------- --------- --------- (173) (48,378) 48,205 Other income (expenses): Interest income and other 1,374 -- 1,374 Interest expense (97,306) (6,962)(E) (90,344) Interest hedge break fee (4,294) (4,294)(F) -- Acquisition termination fees (3,500) -- (3,500) Gain on asset dispositions 298 10 288 Minority interests: Preferred redeemable securities (12,412) -- (12,412) Other (665) -- (665) --------- --------- --------- Loss before income taxes (116,678) (59,624) (57,054) Benefit for income taxes (28,723) (23,134) (5,589) --------- --------- --------- Net loss $ (87,955) $ (36,490) $ (51,465) ========= ========= ========= Weighted average shares outstanding 28,186 28,186 28,186 ========= ========= ========= Net loss per common share, basic and diluted $ (3.12) $ (1.29) $ (1.83) ========= ========= =========
(A) Reflects the historical consolidated statements of operations of the Company for the year ended December 31, 2000. (B) Reflects the historical consolidated statement of operations of the ten hotels for the year ended December 31, 2000. (C) This amount excludes management fees of $1.5 million allocated by the Company to these properties and eliminated in consolidation. (D) Represents the impairment write-down recognized on these properties at the contract date of the sale. (E) This amount includes specific interest on debt directly attributable to these properties and an allocation of interest in the amount of $379,000 related to Company wide debt of $4.0 million that was repaid with the proceeds from the transaction. (F) Represents the amount paid to terminate the interest rate lock agreement on $54 million of the specific debt paid off with the proceeds from the transaction. 5 The accompanying proforma consolidated statement of operations is presented as if the Company had completed the sale as of January 1, 1999. In management's opinion, all adjustments necessary to reflect the effect of this transaction have been made. This proforma consolidated statement of operations is not necessarily indicative of what the actual results of operations would have been for the year ended December 31, 1999, nor does it purport to represent the results of operations for future periods. LODGIAN, INC. AND SUBSIDIARIES PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS YEAR ENDED DECEMBER 31, 1999 (In thousands, except per share data)
(B) PRO FORMA ADJUSTMENTS FOR THE COMPANY SALE OF TEN PRO FORMA (A) HOTELS CONSOLIDATED HISTORICAL (UNAUDITED) (UNAUDITED) ---------- --------------- ------------ Revenues: Rooms $ 424,530 $ 29,401 $ 395,129 Food and beverage 139,474 10,672 128,802 Other 28,416 1,756 26,660 --------- --------- --------- 592,420 41,829 550,591 Operating expenses: Direct: Rooms 114,590 8,218 106,372 Food and beverage 102,045 8,405 93,640 Other 17,312 1,042 16,270 General, administrative and other 223,856 12,273 (C) 211,583 Depreciation and amortization 59,317 4,853 54,464 Impairment of long-lived assets 37,977 -- 37,977 Write-off of goodwill 20,748 -- 20,748 Severance and restructuring expenses 500 -- 500 --------- --------- --------- Total operating expenses 576,345 34,791 541,554 --------- --------- --------- 16,075 7,038 9,037 Other income (expenses): Interest income and other 1,579 -- 1,579 Interest expense (77,409) (9,778)(D) (67,631) Gain on asset dispositions 1,242 -- 1,242 Minority interests: Preferred redeemable securities (13,224) -- (13,224) Other (1,300) -- (1,300) --------- --------- --------- Loss before income taxes and extraordinary item (73,037) (2,740) (70,297) Benefit for income taxes (20,094) (1,064) (19,030) --------- --------- --------- Loss before extraordinary item (52,943) (1,676) (51,267) Extraordinary item - loss on early extinguishment of indebtedness, net of income tax benefit of $4,914 (7,750) -- (7,750) --------- --------- --------- Net loss $ (60,693) $ (1,676) $ (59,017) ========= ========= ========= Weighted average shares outstanding 27,222 27,222 27,222 ========= ========= ========= Net loss per common share before extraordinary item, basic and diluted (1.95) (0.06) (1.89) ========= ========= ========= Net loss per common share, basic and diluted $ (2.23) $ (0.06) $ (2.17) ========= ========= =========
(A) Reflects the historical consolidated statement of operations of the Company for the year ended December 31, 1999. 6 (B) Reflects the historical consolidated statement of operations of the ten hotels for the year ended December 31, 1999. (C) This amount excludes management fees of $1.7 million allocated by the Company to these properties and eliminated in consolidation. (D) This amount includes specific interest on debt directly attributable to these properties and an allocation of interest in the amount of $547,000 related to Company wide debt of $4.0 million that was repaid with the proceeds from the transaction. 7 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. LODGIAN, INC. By: /s/ Thomas R. Eppich ---------------------------------------- Name: Thomas R. Eppich Title: Chief Financial Officer Date: March 28, 2001 Exhibit Index
Exhibit No. Description - --------------- ------------------------------------------------ 99.1 Press release dated September 14, 2000.
EX-99.1 2 g68031ex99-1.txt PRESS RELEASE DATED SEPTEMBER 14, 2000 1 EXHIBIT 99.1 [LODGIAN, LOGO] LODGIAN, INC. 3445 PEACHTREE ROAD ATLANTA, GA 30326 NYSElgian.com : LOD
AT LODGIAN, INC. AT THE FINANCIAL RELATIONS BOARD/BSMG Robert Cole Thomas Eppich Leslie Hunziker Georganne Palffy Chief Executive Officer Chief Financial Officer General Information Analysts/Investors rcole@lodgian.com teppich@lodgian.com lhunzike@frb.bsmg.com gpalffy@frb.bsmg.com (404) 365-3800 (404) 365-4469 (312) 640-6760 (312) 640-6768
FOR IMMEDIATE RELEASE THURSDAY, SEPTEMBER 14, 2000 LODGIAN RELEASES 1Q RESULTS, PROVIDES UPDATE FOR BALANCE OF 2000; CLOSES SUNSTONE TRANSACTION ATLANTA--SEPTEMBER 14, 2000--Lodgian, Inc., (NYSE: LOD), today released results for its first quarter ended March 31, 2000. It is the Company's intention to release second quarter 2000 financial statements on October 2, 2000. SUMMARY OF FIRST QUARTER OPERATING RESULTS Attached are the Company's unaudited consolidated balance sheets at March 31, 2000 and December 31, 1999, consolidated statement of operations and consolidated statement of cash flows for the three months ended March 31, 2000. Management believes these financial statements have been prepared in conformity with generally accepted accounting principles in the United States and will not materially change when the Company's auditors complete their review of the financial statements as required by SEC regulations. The Company's first quarter performance reflects Lodgian's continued investment in improving the quality of its hotel assets through an aggressive program of renovation and repositioning. For the first three months of 2000, Lodgian incurred approximately $31.4 million in capital expenditures on its repositioning and renovation strategy. Approximately 55,000 total room nights were out of inventory during this period as upgrades and renovations were implemented. These capital expenditures, which were primarily funded by asset sales and the Company's revolving credit facility, equated to approximately 23% of the Company's first quarter total revenue. Despite the significant impact from renovations, same-unit RevPAR was $44.96, an increase of 2.9% compared to first quarter 1999. Total revenue for the first quarter 2000 was $138.4 million, an increase of 1.9% compared to 1999, despite a decrease of five hotels in the owned portfolio. After adjusting for nearly $2.5 million of unusual expenses primarily related to nonrecurring professional fees and contracted labor, first quarter EBITDA was $28.4 million. In addition, Lodgian's working capital or current assets to current liabilities improved by approximately $8 million in the first quarter of 2000 compared to year-end 1999. The Company incurred a $.43 per share loss for the first quarter 2000. Included in this loss were the unusual expenses mentioned above, approximately $1 million in losses from asset dispositions as well as substantially higher interest and depreciation expenses compared to the first quarter 1999, even with fewer hotels in 2000. The Company's first quarter 2000 combined interest (including interest on the convertible redeemable preferred equity securities---CRESTS) and depreciation expenses were approximately $43 million compared to period ending March 31, 1999 when Lodgian reported approximately $36 million. SUMMARY OF SECOND QUARTER REVENUES Total revenues for the second quarter 2000 were approximately $161 million compared to $159.9 million in the second quarter 1999. Year-to-date through June 2000, Lodgian's total revenue was $299.5 million compared to $295.7 million in 2 1999. Again, despite experiencing significant displacement as a result of on-going renovations, same-unit RevPAR increased 2.5% to $53.36 in the second quarter 2000 compared to second quarter 1999. "As we anticipated, our investment in enhancing the quality of our portfolio and our strategy to de-lever our balance sheet through asset sales impacted our overall first half 2000 operating and financial performance compared to 1999. However, we are optimistic about the long-term impact and positive affect on the overall value of the portfolio as a result of our efforts, as we are already experiencing the benefits of these actions in the second half of 2000," said Robert S. Cole, chief executive officer. FAVORABLE OPERATING FORECAST FOR BALANCE OF 2000 The Company's revenue trends continue to improve by the month. August's 6.8% increase in same-unit RevPAR marked the third consecutive month where Lodgian's RevPAR grew faster than the previous month. This follows July's 4.5% improvement in same-unit RevPAR compared to 1999. With the bulk of the Company's planned capital expenditures for 2000 now completed, and in view of the most recent actual results, management is still comfortable projecting that second half 2000 RevPAR will be up at least 5% over 1999 levels and total recurring EBITDA for the year 2000 will be up slightly over the $147 million Lodgian reported in 1999 - even after considering the negative impact to EBITDA from all of the asset sales completed year-to-date (for example, the Sunstone Hotel Investors transaction noted below is estimated to have a negative impact of approximately $5.5 million on 2000 EBITDA). In addition, management estimates that approximately 140,000 available room nights were lost during the first six months of 2000 due to renovations, thereby negatively impacting first half RevPAR results. However, these renovations are now paving the way for higher internal growth in the last half of 2000 as well as 2001 as evidenced by the actual results to date during the third quarter 2000. SUNSTONE TRANSACTION CLOSES On August 31st, Lodgian successfully completed the previously announced sale of 10 of the Company's hotels, located in Alaska, California, Idaho, New Mexico and Oregon to Sunstone Hotel Investors, LLC for $132 million in cash. Approximately $118 million of the net proceeds were used to pay down debt. "As stated previously, this transaction is consistent with Lodgian's strategy of reducing debt by selling under-performing assets or assets that are in markets where new supply has impacted the business trends," said Cole. "The pricing of this deal reflects an attractive cash flow yield of eight times, which is a meaningful premium to the Company's 2000 EBITDA multiple implied by our current stock price." In addition, the Company closed on the sale of the Holiday Inn Express in Ft. Pierce, Florida on September 7th. The net proceeds from this transaction were approximately $2.4 million and went directly to pay down debt. These transactions bring the number of hotels sold since the first quarter of 1999 to 26. The 16 hotel sales the Company has completed in 2000 have generated approximately $163 million in gross proceeds. In terms of overall asset sales, the Company remains confident that it can meet the previously stated target of $300 million in debt reduction via asset sales by the end of 2001. ABOUT LODGIAN Lodgian, Inc. owns or manages a portfolio of 117 hotels with approximately 21,700 rooms in 32 states and Canada. The hotels are primarily full service, providing food and beverage service, as well as meeting facilities. Substantially all of Lodgian's hotels are affiliated with nationally recognized hospitality brands such as Holiday Inn, Crowne Plaza, Marriott, Sheraton, and Hilton. Lodgian's common shares are listed on the New York Stock Exchange under the symbol "LOD". Lodgian is a component of both the Russell 2000(R) Index, representing small cap stocks, and the Russell 3000(R) Index, representing the broader market. FORWARD-LOOKING STATEMENTS Note: Statements in this press release that are not strictly historical are "forward-looking" statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks, which may cause the Company's actual results in the future to differ materially from expected results. These risks include, among others, competition within the lodging and contract service industries; the relationship between supply and demand for hotel rooms; the effects of economic conditions; issues associated with the ongoing integration of the former Servico, Inc. and Impac Hotel Group, LLC; the acquisition and 3 renovation of existing hotels and the development of new hotels; operating risks; the cyclical nature of the lodging industry; risks associated with the dependence on franchisers of the Company's lodging properties; and the availability of capital to finance planned growth, as described in the Company's filings with the Securities and Exchange Commission. FOR MORE INFORMATION ON LODGIAN TOLL-FREE VIA FAX, DIAL 1-800-PRO-INFO (1-800-776-4636), FOLLOW THE VOICE MENU PROMPTS AND ENTER THE COMPANY TICKER LOD (OR 563) OR VISIT THE LODGIAN PAGE ON THE FRB WEB SITE AT WWW.FRBINC.COM VISIT LODGIAN AT WWW.LODGIAN.COM -----END PRIVACY-ENHANCED MESSAGE-----