-----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, K2mUn+t/t3OBDmlMDHzcEosJ8eCcPShg6OclUhXEtgQ0YjtW7eWKBgm44M5GA8GG u9PHyKbd3BgBE1Ztvk5Cgg== 0001299933-04-001736.txt : 20041112 0001299933-04-001736.hdr.sgml : 20041111 20041112071514 ACCESSION NUMBER: 0001299933-04-001736 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041111 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20041112 DATE AS OF CHANGE: 20041112 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: 041135037 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 htm_1743.htm LIVE FILING Lodgian, Inc. (Form: 8-K)  

 


UNITED STATES
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):   November 11, 2004

Lodgian, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 001-14537 52-2093696
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
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

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02. Results of Operations and Financial Condition.

On November 11, 2004, Lodgian, Inc. (the "Company")issued a press release reporting results for the third quarter ended September 30, 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 registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Lodgian, Inc.
          
November 11, 2004   By:   Daniel E. Ellis
       
        Name: Daniel E. Ellis
        Title: Senior Vice President, General Counsel & Secretary


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press Release dated November 11, 2004
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1
     
For Immediate Release
Contact:
 

Debi Ethridge
Vice President, Finance & Investor Relations
dethridge@lodgian.com
  Jerry Daly or Carol McCune
Daly Gray Public Relations (Media)
jerry@dalygray.com
 
 
(404) 365-2719
  (703) 435-6293

Lodgian Reports 2004 Third Quarter Results

ATLANTA, Ga., November 11, 2004—Lodgian, Inc. (AMEX: LGN), one of the nation’s largest independent owners and operators of full-service hotels, reported results for the third quarter and nine months ended September 30, 2004.

Third quarter 2004 room revenues from continuing operations increased 3.7 percent to $64.8 million, and total revenues from continuing operations rose 3.4 percent to $84.6 million. During the quarter, 12 hotels were under renovation, causing a displacement of $0.9 million of total revenue, and an additional eight hotels were adversely affected by the four hurricanes that hit the Southeast in the third quarter, causing a displacement of an additional $1.1 million of total revenue.

Earnings before interest, taxes, depreciation and amortization (EBITDA) from continuing operations for the 2004 third quarter, reconciled to loss from continuing operations in the attached schedules, decreased 5.9 percent to $14.7 million, which included $2.1 million of hurricane damage and reorganization-related charges, from $15.6 million for the same period last year, which included $0.3 million of reorganization-related charges. Adjusted EBITDA,

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excluding hurricane damage and reorganization-related charges, for the third quarter of 2004 and 2003 was $16.8 million and $15.9 million, respectively.

Loss from continuing operations was $5.8 million, which included $4.5 million of costs related to Lodgian’s preferred stock redemption and $0.9 million of preferred stock dividends reported as interest expense, compared to a $3.6 million loss for the third quarter of 2003, which included $4.0 million of preferred stock dividends reported as interest expense. The company expects no further charges associated with the preferred stock redemption.

Also in the quarter, the company reported $2.0 million of casualty losses and repair expenses related to hurricane damage at eight of its hotels in Florida and South Carolina. As a result of property closures resulting from hurricane damage and mandatory evacuations and the resulting displacement of revenues, operating profits at those properties during August and September were negatively impacted by approximately $0.7 million.

Income from discontinued operations was $2.9 million, which included a $2.0 million gain on sale of assets, compared to a $0.05 million loss in the third quarter of 2003. Lodgian’s net loss attributable to common stock for the third quarter of 2004 was $2.9 million, or $(0.12) per share. This compares to a net loss attributable to common stock of $3.6 million, or $(1.56) per share for the third quarter of 2003.

“The lodging industry continued its comeback in the third quarter, which was reflected in occupancy and rate gains at our properties resulting from rising business and leisure travel demand,” said W. Thomas Parrington, president and chief executive officer. “In addition, our

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properties that were renovated in 2003 and early 2004 experienced improved occupancy and much stronger average daily rates.

“However, these gains were partially offset by the effects of hurricanes that battered the southeastern U.S. in the third quarter and caused storm-related damage to eight of our hotels in Florida and South Carolina, as well as mandatory evacuations as hurricanes approached. Also, we experienced reduced occupancy due to displacement at hotels that were being renovated and to cancellations at hotels that were damaged or threatened by hurricanes during the quarter. In spite of these challenges, occupancy was up 1.2 percent in our continuing operations hotels, while average daily rate rose 2.8 percent, leading to a 4.2 percent gain in RevPAR for the third quarter. As our hotels complete their renovation programs, we are becoming more aggressive on room rate. We are beginning to see the benefits of our portfolio improvement program at the approximately 35 percent of our hotels where renovations have been completed.”

As a percent of total revenues, Adjusted EBITDA, excluding hurricane damage and reorganization-related charges, for the quarter increased to 19.9 percent from 19.5 percent the previous year.

Parrington noted that the company is in the final stages of its renovation program begun in 2002. “The severe weather in the Southeast caused us to temporarily divert some of our resources to deal with more pressing, hurricane-related damages at our affected hotels. Our goal was to complete our renovation program in the first quarter of 2005. However, due to the severity of the hurricane damage, some projects may not be fully completed until the second quarter. At that point, we will have completed our deferred maintenance program and will return

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to a more normal five-to-seven year cycle of refurbishment. Our total portfolio will soon be in top competitive condition, physically, positioning us to take full advantage of the recovery in the lodging industry.”

The company spent $9.4 million on capital expenditures in the 2004 third quarter, bringing to $22.3 million the total amount invested during the first nine months of 2004. “Short-term, the renovations had a negative impact on third quarter earnings as these rooms were taken out of service. We expect to spend approximately $21.4 million in the 2004 fourth quarter, historically our slowest quarter. This stepped-up program will increase displacement in both the 2004 fourth quarter and the 2005 first quarter as the number of rooms under renovation increases. The positive side of the renovation program is the significant long-term improvement in revenues we expect to generate at these hotels, which will be much more competitive in their respective markets.”

Lodgian expects to invest a total of $43.7 million in capital improvements in 2004, with an additional $38.4 million that will be spent in the first half of 2005 to complete its deferred maintenance projects.

Disposition/Acquisition Program

The company continued to execute its hotel disposition strategy during the quarter with the July sale of the Holiday Inn Grand Island (Buffalo/Niagara) in upstate New York for $3.35 million. Net proceeds from the sale were used to pay down Lodgian’s long-term debt. It was the tenth hotel sold as part of the company’s plan to divest 19 non-strategic hotels, an office building, and three parcels of land from its portfolio. The company also sold two of the three

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land parcels during the quarter for an aggregate sales price of $2.0 million. “Since we announced the program in October 2003, we have reduced debt by approximately $38.7 million with proceeds from the sale of the properties. We continue to aggressively pursue our disposition program. At this time, we believe that the program will continue into 2005, as we are in the early stages of negotiations with prospective buyers on our remaining properties.”

Parrington said that once the company completes its renovation and disposition programs, it will become more aggressive in its acquisition plans. “We have $57.3 million in cash on hand as of September 30, 2004 for operations and future growth plans. The acquisition market is extremely competitive at this time, and we intend to be very selective and opportunistic. Our goal is to acquire quality assets with good long-term potential.”

The company’s acquisition profile remains primarily upscale, premium-branded, limited-service hotels, with 100 to 250 rooms, in strong suburban and urban markets. To a lesser extent, the company will review smaller upper upscale, full-service hotels, as well.

Nine Months Results

For the first nine months, room revenues from continuing operations increased 5.2 percent to $186.7 million, and total revenues from continuing operations rose 4.2 percent to $247.9 million. EBITDA rose to $48.4 million, which included $2.4 million of hurricane damage and reorganization-related charges, up from $38.7 million, which included $5.6 million in reorganization-related charges. Adjusted EBITDA, excluding hurricane damage and reorganization-related charges, increased to $50.8 million from $44.2 million. Loss from continuing operations was $24.0 million, which included $18.2 million of costs related to

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Lodgian’s debt refinancing and preferred stock redemption and $9.4 million of preferred stock dividends reported as interest expense, compared to a loss of $10.0 million for the first nine months of 2003, which included $4.0 million of preferred stock dividends reported as interest expense. During the period, 14 hotels were under renovation, causing a displacement of $1.9 million of total revenues.
Outlook

“We are growing increasingly optimistic about the staying power of this recovery and the likelihood that it will continue for the next few years,” Parrington said. “Our primary goal going forward will be to take advantage of firming occupancy rates and the renovations at our properties to more aggressively move room rate and drive internal growth. Last quarter, we successfully completed the restructuring of our balance sheet and substantially reduced our fixed charges. With our stronger balance sheet, we have the flexibility to respond to acquisition and other opportunities that we expect will further drive our external growth.”

Guidance

For the 2004 fourth quarter, the company expects RevPAR growth from continuing operations in a range of 5 percent to 7 percent, net of approximately 1 percent of renovation displacement. The two closed hotels will be excluded from the RevPAR calculation for the 2004 fourth quarter. Estimated Adjusted EBITDA from continuing operations for 2004, excluding hurricane damage and reorganization-related charges, is projected in a range of $62 million to $64 million. The impact of the two hotels that will remain closed is estimated to reduce projected 2004 fourth quarter results of operations and EBITDA by approximately $0.7 million,

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in addition to the approximately $0.7 million reduction in 2004 third quarter results of operations and EBITDA. These amounts are expected to be substantially covered by business interruption insurance, the settlement of which has not been reflected in this EBITDA guidance.
Non-GAAP Financial Measures

The historical non-GAAP financial measures included in this press release are reconciled to the comparable GAAP measures in the schedules attached to this press release.

EBITDA and Adjusted EBITDA

EBITDA and Adjusted EBITDA are non-GAAP measures and should not be used as a substitute for measures such as net income (loss), cash flows from operating activities, or other measures computed in accordance with GAAP. The company uses EBITDA and Adjusted EBITDA to measure its performance and to assist in the assessment of hotel property values. EBITDA is also a widely used industry measure which Lodgian believes provides pertinent information to investors and is an additional indicator of the company’s operating performance.

The company defines Adjusted EBITDA, excluding hurricane damage and reorganization-related charges, as EBITDA excluding the effects of certain charges such as pre-emergence reorganization expenses, post-emergence Chapter 11 expenses included in corporate and other on our consolidated statement of operations, and casualty losses for damage caused to Lodgian’s properties by the hurricanes that hit the southeastern United Stated in the third quarter.

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 87 hotels with 16,368 rooms

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located in 30 states and Canada. Of the company’s 87-hotel portfolio, 74 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 10 are affiliated with four other nationally recognized hospitality brands. Three 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 –

2

LODGIAN, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

                 
 
  September 30, 2004
  December 31, 2003
 
               
    (Unaudited in thousands, except share data)
ASSETS
               
Current assets:
               
Cash and cash equivalents
  $ 57,344     $ 10,897  
Cash, restricted
    9,963       7,084  
Accounts receivable (net of allowances: 2004 - $985; 2003 - $689)
    11,380       8,169  
Insurance receivable
    3,001        
Inventories
    6,096       5,609  
Prepaid expenses and other current assets
    18,521       17,068  
Assets held for sale
    35,540       68,567  
 
               
Total current assets
    141,845       117,394  
Property and equipment, net
    560,622       563,818  
Deposits for capital expenditures
    36,828       15,782  
Other assets, net
    7,828       12,180  
 
               
 
  $ 747,123     $ 709,174  
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities:
               
Accounts payable
  $ 11,124     $ 7,131  
Other accrued liabilities
    37,114       31,432  
Advance deposits
    2,174       1,882  
Current portion of long-term debt
    15,411       16,563  
12.25% Cumulative preferred shares subject to mandatory
redemption
           
Liabilities related to assets held for sale
    34,388       57,948  
 
               
Total current liabilities
    100,211       114,956  
Long-term debt:
               
12.25% Cumulative preferred shares subject to mandatory
redemption
          142,177  
Long-term obligations
    404,395       409,115  
 
               
Total long-term debt
    404,395       551,292  
 
               
Total liabilities
    504,606       666,248  
Minority interests
    2,036       2,320  
Commitments and contingencies
               
Stockholders’ equity:
               
Common stock, $.01 par value, 60,000,000 shares authorized;
               
24,572,044 and 2,333,591 issued and outstanding at September 30,
2004
               
and December 31, 2003, respectively
    246       23  
Additional paid-in capital
    306,932       89,874  
Unearned stock compensation
    (371 )     (508 )
Accumulated deficit
    (67,302 )     (50,107 )
Accumulated other comprehensive income
    1,052       1,324  
Less: Treasury stock
    (76 )      
Total stockholders’ equity
    240,481       40,606  
 
               
 
  $ 747,123     $ 709,174  
 
               

3

LODGIAN, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                 
    Three months ended
  Nine months ended
     
   
 
  September 30, 2004   September 30, 2003   September 30, 2004   September 30, 2003
    (Unaudited in thousands, except
  (Unaudited in thousands, except
    per share data)
  per share data)
Revenues:
                               
Rooms
  $ 64,805     $ 62,506     $ 186,693     $ 177,430  
Food and beverage
    16,950       16,407       52,874       51,991  
Other
    2,806       2,841       8,376       8,537  
 
                               
 
    84,561       81,754       247,943       237,958  
 
                               
Operating expenses:
                               
Direct:
                               
Rooms
    17,955       17,697       50,933       49,790  
Food and beverage
    12,595       12,030       36,842       36,129  
Other
    2,095       2,013       6,144       5,793  
 
    32,645       31,740       93,919       91,712  
 
                               
 
    51,916       50,014       154,024       146,246  
Other operating expenses:
                               
Other hotel operating costs
    25,577       24,164       73,471       69,436  
Property and other taxes, insurance and leases
    5,597       6,087       16,724       19,671  
Corporate and other
    4,519       4,235       13,714       16,280  
Casualty gains and losses, net
    2,019             2,019        
Depreciation and amortization
    7,066       7,572       20,741       22,567  
Impairment of long-lived assets
    607       2       607       1,380  
Other operating expenses
    45,385       42,060       127,276       129,334  
 
                               
 
    6,531       7,954       26,748       16,912  
Other income (expenses):
                               
Interest income and other
    212       114       321       321  
Interest expense and other financing costs:
                               
Preferred stock dividend
    (865 )     (4,027 )     (9,383 )     (4,027 )
Other interest expense
    (7,350 )     (7,665 )     (35,429 )     (20,863 )
Loss on preferred stock redemption
    (4,471 )           (6,063 )      
 
                               
Loss before income taxes, reorganization items and minority interests
    (5,943 )     (3,624 )     (23,806 )     (7,657 )
Reorganization items
                      (2,045 )
 
                               
Loss before income taxes and minority interest
    (5,943 )     (3,624 )     (23,806 )     (9,702 )
Minority interests
    503       99       285       (118 )
 
                               
Loss before income taxes — continuing operations
    (5,440 )     (3,525 )     (23,521 )     (9,820 )
Provision for income taxes — continuing operations
    (337 )     (75 )     (488 )     (226 )
 
                               
Loss from continuing operations
    (5,777 )     (3,600 )     (24,009 )     (10,046 )
 
                               
Discontinued operations:
                               
Income (loss) from discontinued operations before income taxes
    2,915       (46 )     6,814       (5,125 )
Income tax provision
                       
 
                               
Income (loss) from discontinued operations
    2,915       (46 )     6,814       (5,125 )
 
                               
Net loss
    (2,862 )     (3,646 )     (17,195 )     (15,171 )
Preferred stock dividend
                      (7,594 )
 
                               
Net loss attributable to common stock
    ($2,862 )     ($3,646 )     ($17,195 )     ($22,765 )
 
                               
Basic and diluted loss per common share:
                               
Net loss attributable to common stock
    ($0.12 )     ($1.56 )     ($1.68 )     ($9.76 )
 
                               

4

LODGIAN, INC. AND SUBSIDIARIES
Reconciliation of EBITDA and Adjusted EBITDA (non-GAAP measures) with Loss from Continuing
Operations (a GAAP measure)

                                 
    Three months ended
  Nine months ended
     
   
 
  September 30, 2004   September 30, 2003   September 30, 2004   September 30, 2003
    (Unaudited in thousands)
  (Unaudited in thousands)
Continuing operations:
                               
Loss from continuing operations
    ($5,777 )     ($3,600 )     ($24,009 )     ($10,046 )
Depreciation and amortization
    7,066       7,572       20,741       22,567  
Impairment of long-lived assets
    607       2       607       1,380  
Interest income and other
    (212 )     (114 )     (321 )     (321 )
Interest expense
    7,350       7,665       35,429       20,863  
Preferred stock dividends
    865       4,027       9,383       4,027  
Loss on preferred stock redemption
    4,471             6,063        
Provision for income taxes — continuing
operations
    337       75       488       226  
EBITDA
  $ 14,707     $ 15,627     $ 48,381     $ 38,696  
 
                               
Adjustments to EBITDA:
                               
Post-emergence Chapter 11 expenses, included
                               
in corporate and other on our consolidated
                               
statement of operations
    67       320       397       3,511  
Reorganization expenses
    0       0       0       2,045  
Casualty losses for damage caused to our
                               
properties by the hurricanes that hit the
                               
southeastern United States in the third quarter
    2,019       0       2,019       0  
 
                               
Adjusted EBITDA
  $ 16,793     $ 15,947     $ 50,797     $ 44,240  
 
                               

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