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.