-----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, Rv7SxIytb5Rl9zlkApP4Ik5A0Vaza4fleLlmM8lS69jUuVY0Grd0HE4wDN5AP5R0 h54J4df1slP8jnFeVeyoqw== 0000950144-04-004344.txt : 20040426 0000950144-04-004344.hdr.sgml : 20040426 20040426163736 ACCESSION NUMBER: 0000950144-04-004344 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040426 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040426 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: 1934 Act SEC FILE NUMBER: 001-14537 FILM NUMBER: 04754539 BUSINESS ADDRESS: STREET 1: 3445 PEACHTREE ROAD N E SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 4043649400 MAIL ADDRESS: STREET 1: 3445 PEACHTREE ROAD N E SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30326 8-K 1 g88723e8vk.htm LODGIAN, INC. LODGIAN, INC.
 

Securities and Exchange Commission
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 26, 2004

Lodgian, Inc.

(Exact Name of Registrant as Specified in Charter)
         
Delaware
(State or other jurisdiction
of incorporation) 		  001-14537
(Commission File Number) 		  52-2093696
(I.R.S. Employer
Identification No.)

3445 Peachtree Road, N.E., Suite 700
Atlanta, GA 30326
(Address of principal executive offices)

(404) 364-9400
(Registrant’s telephone number, including area code)

 

 

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

     (c)    Exhibits.

     
99.1
  Press Release dated April 26, 2004, reporting results for the first quarter ended March 31, 2004.

Item 12.  Results of Operations and Financial Condition.

On April 26, 2004, Lodgian, Inc. (the “Company”) issued a press release reporting results for the first quarter ended March 31, 2004. A copy of this press release is attached hereto as Exhibit 99.1. Pursuant to General Instruction B.6 of Form 8-K, this exhibit is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.

 

 

SIGNATURES

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

         
    Lodgian, Inc.
         
    By:   /s/ Daniel E. Ellis
Daniel E. Ellis
Senior Vice President, General Counsel and Secretary
         
Dated: April 26, 2004        

3

 

EXHIBIT INDEX

99.1    Press Release dated April 26, 2004, reporting results for the first quarter ended March 31, 2004.

 

EX-99.1 2 g88723exv99w1.txt EX-99.1 PRESS RELEASE/APRIL 26, 2004 EXHIBIT 99.1 [LODGIAN LOGO] For Immediate Release Contact: Debi Ethridge Jerry Daly or Carol McCune Vice President, Finance & Investor Daly Gray Public Relations Relations (Media) dethridge@lodgian.com jerry@dalygray.com (404) 365-2719 (703) 435-6293 LODGIAN REPORTS 2004 FIRST QUARTER RESULTS ATLANTA, Ga., April 26, 2004 -- Lodgian, Inc. (AMEX: LGN and LGN.pr), one of the nation's largest independent owners and operators of full-service hotels, reported results for the first quarter ended March 31, 2004. First quarter 2004 room revenues from continuing operations rose 6.8 percent to $57.6 million and total revenues from continuing operations increased 4.7 percent to $76.8 million. Earnings before interest, taxes, depreciation and amortization (EBITDA) for continuing operations for the 2004 first quarter, reconciled to net (loss) income in the attached schedules, were $12.9 million, including $0.2 million of bankruptcy-related charges, up from $7.9 million for the same period last year, including $3.4 million of bankruptcy-related charges. Loss from continuing operations was $6.4 million, including $4.3 million of preferred stock dividends reported as interest expense, compared to a $5.8 million loss for the first quarter of 2003. If the 2003 first quarter loss from continuing operations was adjusted for the $3.8 million of preferred stock dividends, the 2003 first quarter adjusted net loss from continuing operations would have been $9.6 million. Loss from discontinued operations was $0.7 million, - more - Lodgian Page 2 compared to a $3.2 million loss in the first quarter of 2003. Lodgian's net loss attributable to common stock for the first quarter of 2004 was $7.1 million, or $(1.01) per share. This compares to a net loss attributable to common stock of $12.9 million, or $(1.84) for the first quarter of 2003. "We made excellent progress in the first quarter, with March showing the greatest improvement," said Thomas Parrington, president and chief executive officer. "We continue to see strength in leisure travel and are finally seeing a return of the business traveler. The economy continues to build momentum, which is having a positive impact on hotel results. Increases in occupancy should lead to improvements in room rates if corporate travel budgets continue to increase and leisure travel remains strong." OPERATING RESULTS Revenue per available room (RevPAR) for the 77 hotels in continuing operations rose 5.6 percent in the first quarter, based on a 4.3 percent improvement in occupancy and a 1.3 percent increase in average daily rate (ADR). "We are seeing steady improvement across our portfolio, especially those hotels where we have completed our refurbishment and upgrade program. During the first quarter, we spent an additional $5 million on renovations and, subject to completion of our offering of common stock, expect to spend an additional $35 million this year, substantially completing all of our deferred renovations." - more - Lodgian Page 3 The company continued to focus on cost containment in the first quarter. Direct hotel operating costs as a percentage of total revenues were 38.4 percent for the first quarter of 2004, an improvement compared to 39.6 percent for the first quarter of 2003. DISPOSITION PROGRAM Parrington noted that the company made significant progress in its announced plan to sell non-strategic assets. Lodgian sold five hotels in the first quarter and two additional hotels to date in the second quarter. "Since we announced plans to sell 19 hotels, an office building and three land parcels last October, we have completed the sale of eight hotels and the office building. We have contracts on an additional seven hotels and the three land parcels. We remain comfortable with our goal of completing the disposition program by year end." CAPITAL STRUCTURE Parrington noted that the company has used the majority of the proceeds from asset sales to reduce debt. "Since we began our divestment program, we have reduced debt by $21.8 million, which has further strengthened our balance sheet." The company currently is in negotiations to finalize a commitment to refinance approximately $370 million of existing mortgage debt. ANNUAL SHAREHOLDER MEETING At the company's annual meeting held on April 8, 2004, stockholders: - Elected eight directors to serve until the 2005 annual meeting. - Approved the amended and restated Lodgian, Inc. 2002 Stock Incentive Plan. - more - Lodgian Page 4 - Approved the proposal to permit the board of directors to implement a reverse stock split. - Approved the Second Restated Certificate of incorporation whereby the company will, among other things, (a) increase its authorized shares, (b) provide stockholders the right to remove any or all of the members of the board of directors with or without cause, (c) elect out of the Delaware law restricting business combinations. - Ratified the appointment of Deloitte & Touche LLP as the company's independent auditors. OUTLOOK "We are encouraged by the rebound in the hotel industry, the strengthening economy and improvements in our operations," Parrington said. "We are focused on improving the quality of our hotels and our guests' experience while increasing our occupancies and average room rates." NON-GAAP FINANCIAL MEASURES The non-GAAP financial measures included in this press release are reconciled to the comparable GAAP measures in the schedules attached to this press release. ABOUT LODGIAN Lodgian is one of the largest independent owners and operators of full-service hotels in the United States. The company currently manages a portfolio of 89 hotels with 16,806 rooms located in 30 states and Canada. Of the company's 89 hotel portfolio, 75 are under the InterContinental Hotels Group (Crowne Plaza, Holiday Inn, Holiday Inn Select and Holiday Inn Express) and Marriott brands (Courtyard by Marriott, Fairfield Inn and Residence Inns), and ten - more - Lodgian Page 5 are affiliated with six other nationally recognized hospitality brands. Four hotels are independent, unbranded properties. For more information about Lodgian, visit the company's Website: www.lodgian.com. This press release includes forward-looking statements related to Lodgian's operations that are based on management's current expectations, estimates and projections. These statements are not guarantees of future performance and actual results could differ materially. The words "may," "should," "expect," "believe," "anticipate," "project," "estimate," "plan," and similar expressions are intended to identify forward-looking statements. Certain factors are not within the company's control and readers are cautioned not to put undue reliance on forward-looking statements. These statements involve risks and uncertainties including, but not limited to, the company's ability to generate sufficient working capital from operations and other risks detailed from time- to-time in the company's SEC reports. The company undertakes no obligations to update events to reflect changed assumptions, the occurrence of unanticipated events or changes to future results over time. - 30 - LODGIAN, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2004 DECEMBER 31, 2003 -------------- ----------------- (UNAUDITED IN THOUSANDS, EXCEPT SHARE DATA) ASSETS Current assets: Cash and cash equivalents $ 12,662 $ 10,897 Cash, restricted 7,447 7,084 Accounts receivable (net of allowances: 2004 - $730; 2003 - $689) 11,483 8,169 Inventories 5,666 5,609 Prepaid expenses and other current assets 16,670 17,068 Assets held for sale 55,788 68,567 --------- --------- Total current assets 109,716 117,394 Property and equipment, net 561,461 563,818 Deposits for capital expenditures 13,577 15,782 Other assets, net 11,039 12,180 --------- --------- $ 695,793 $ 709,174 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 7,456 $ 7,131 Other accrued liabilities 32,401 31,432 Advance deposits 3,133 1,882 Current portion of long-term debt 18,971 16,563 Liabilities related to assets held for sale 47,340 57,948 --------- --------- Total current liabilities 109,301 114,956 Long-term debt: 12.25% Cumulative preferred shares subject to mandatory redemption 146,462 142,177 Long-term debt - other 404,044 409,115 --------- --------- Total long-term debt 550,506 551,292 --------- --------- Total liabilities 659,807 666,248 Minority interests 2,467 2,320 Commitments and contingencies Stockholders' equity: Common stock, $.01 par value, 30,000,000 shares authorized; 7,001,501 and 7,000,774 issued and outstanding at March 31, 2004 and December 31, 2003, respectively 70 70 Additional paid-in capital 89,831 89,827 Unearned stock compensation (458) (508) Accumulated deficit (57,193) (50,107) Accumulated other comprehensive income 1,269 1,324 --------- --------- Total stockholders' equity 33,519 40,606 --------- --------- $ 695,793 $ 709,174 ========= =========
1 LODGIAN, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED --------------------------------- MARCH 31, 2004 MARCH 31, 2003 -------------- -------------- (UNAUDITED IN THOUSANDS, EXCEPT PER SHARE DATA) Revenues: Rooms $ 57,563 $ 53,914 Food and beverage 16,488 16,607 Other 2,754 2,858 -------- -------- Total revenues 76,805 73,379 -------- -------- Operating expenses: Direct hotel operating costs: Rooms 16,018 15,363 Food and beverage 11,534 11,734 Other 1,972 1,938 -------- -------- Total direct hotel operating costs 29,524 29,035 -------- -------- 47,281 44,344 Other operating expenses: Hotel operating costs - other 24,072 22,475 Property and other taxes, insurance and leases 5,751 6,661 Corporate and other 4,413 5,970 Depreciation and amortization 6,805 7,422 -------- -------- Total other operating expenses 41,041 42,528 -------- -------- 6,240 1,816 Other income (expenses): Interest income and other 43 83 Interest expense: Preferred stock dividend (4,285) -- Other interest expense (contractual interest: $8.2 million and $6.8 million for the three months ended March 31, 2004 and 2003, respectively) (8,159) (6,279) -------- -------- Loss before income taxes, reorganization items and minority interests (6,161) (4,380) Reorganization items -- (1,237) -------- -------- Loss before income taxes and minority interest (6,161) (5,617) Minority interests (147) (148) -------- -------- Loss before income taxes - continuing operations (6,308) (5,765) Provision for income taxes - continuing operations (76) (76) -------- -------- Loss - continuing operations (6,384) (5,841) -------- -------- Discontinued operations: Loss from discontinued operations before income taxes (702) (3,243) Income tax provision -- -- -------- -------- Loss from discontinued operations (702) (3,243) -------- -------- Net loss (7,086) (9,084) Preferred stock dividend -- (3,776) -------- -------- Net loss attributable to common stock $ (7,086) $(12,860) ======== ======== Basic and diluted loss per common share: Net loss attributable to common stock $ (1.01) $ (1.84) ======== ========
2 LODGIAN, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED ---------------------------------- MARCH 31, 2004 MARCH 31, 2003 -------------- -------------- (UNAUDITED IN THOUSANDS) Operating activities: Net loss $ (7,086) $ (9,084) Add: loss from discontinued operations 702 3,243 -------- -------- Loss - continuing operations (6,384) (5,841) Adjustments to reconcile loss from continuing operations to net cash provided by operating activities: Depreciation and amortization 6,805 7,422 Amortization of unearned stock compensation 50 -- Preferred stock dividends 4,285 -- Minority interests 147 148 Write-off and amortization of deferred financing costs 1,457 594 Other 209 184 Changes in operating assets and liabilities: Accounts receivable, net of allowances (3,314) (2,275) Inventories (57) 20 Prepaid expenses, other assets and restricted cash 422 10,833 Accounts payable 594 (55) Other accrued liabilities 2,894 (3,508) Advance deposits 1,251 1,062 -------- -------- Net cash provided by operating activities from continuing operations 8,359 8,584 Net cash provided by operating activities from discontinued operations (2,246) (2,269) -------- -------- Net cash provided by operating activities 6,113 6,315 -------- -------- Investing activities: Capital improvements (5,001) (10,309) Net proceeds from disposition of discontinued operations 13,983 -- Withdrawals for capital expenditures 2,205 6,176 Other (42) (357) -------- -------- Net cash used in investing activities 11,145 (4,490) -------- -------- Financing activities: Proceeds from exercise of stock options 4 -- Principal payments on long-term debt (14,936) (2,396) Payments of deferred financing costs (561) (352) -------- -------- Net cash used in financing activities (15,493) (2,748) -------- -------- Effect of exchange rate changes on cash -- -- Net increase in cash and cash equivalents 1,765 (923) Cash and cash equivalents at beginning of period 10,897 10,875 -------- -------- $ 12,662 $ 9,952 ======== ======== Supplemental cash flow information: Cash paid during the period for: Interest, net of the amounts capitalized shown below $ 7,561 $ 6,432 Interest capitalized 75 216 Income taxes, net of refunds 234 -- Supplemental disclosure of non-cash investing and financing activities: Net non-cash debt increase (decrease) 44 (15,992) Issuance of promissory notes as consideration for taxation liabilities 2,369 --
3 LODGIAN, INC. AND SUBSIDIARIES RECONCILIATION OF EBITDA (A NON-GAAP MEASURE) WITH LOSS FROM CONTINUING OPERATIONS (A GAAP MEASURE)
THREE MONTHS ENDED --------------------------------- MARCH 31, 2004 MARCH 31, 2003 (UNAUDITED IN THOUSANDS) CONTINUING OPERATIONS: Loss - continuing operations $ (6,384) $ (5,841) Depreciation and amortization 6,805 7,422 Interest income and other (43) (83) Interest expense 8,159 6,279 Preferred stock dividends 4,285 -- Provision for income taxes - continuing operations 76 76 -------- -------- EBITDA $ 12,898 $ 7,853 ======== ========
Loss - continuing operations is after deducting post-emergence Chapter 11 expenses, included in corporate and other on the consolidated statement of operations, of $0.2 million and $2.2 million for the three months ended March 31, 2004 and 2003, respectively, and is after deducting $1.2 million of reorganization expenses for the three months ended March 31, 2003. 4 -----END PRIVACY-ENHANCED MESSAGE-----