-----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, QhOF3x34W0O93XGBND2J/MvChBx+2BzhQ8etq+7PWhlO1PVZsgNk8MW760kT5yoP bKmfg1qeW1nDtN2vQni0ow== 0001299933-04-001850.txt : 20041118 0001299933-04-001850.hdr.sgml : 20041118 20041118130729 ACCESSION NUMBER: 0001299933-04-001850 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041118 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20041118 DATE AS OF CHANGE: 20041118 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: 041154368 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_1842.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 18, 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, NE, 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 18, 2004, Lodgian, Inc. (the "Company") issued a press release announcing that it has adjusted its accounting treatment of a long-term contract. A copy of this press release is attached hereto as Exhibit 99.1. Pursuant to General Instruction B.2 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 18, 2004   By:   Daniel E. Ellis
       
        Name: Daniel E. Ellis
        Title: Senior Vice President, General Counsel and Secretary


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press Release dated November 18, 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 Adjusts Accounting Treatment of Long-Term Contract

ATLANTA, Ga., November 18, 2004—Lodgian, Inc. (AMEX: LGN), one of the nation’s largest independent owners and operators of full-service hotels, today announced that it has adjusted its accounting treatment of a long-term contract with the company’s provider of cable television/pay-per-view services.

“An internal review by our accounting department revealed that we had mistakenly recorded certain payments from the vendor as credits when received, rather than recognizing the amounts over the life of the contract,” said W. Thomas Parrington, president and chief executive officer. “To correct this, we will record an additional expense of $0.8 million against continuing operations and $0.1 million against discontinued operations in the third quarter 2004, and we have adjusted our third quarter 2004 results, as reported in our November 11 press release, by a corresponding amount. This is strictly a timing issue as to when we recognize the credits; we anticipate recording the amounts involved as credits in future periods. We have improved our procedures surrounding accounting department reviews of all significant contracts the company executes.”

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Lodgian
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For the third quarter 2004, the company will report EBITDA from continuing operations of $13.9 million and Adjusted EBITDA of $16.0 million.

The company said it expects to release the third quarter 2004 10-Q on or before November 22, 2004.

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.

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Lodgian
Page 3

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 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.

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    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)
                               
Continuing operations:
                               
Previously reported loss from continuing
operations
  ($5,777 )   ($3,600 )   ($24,009 )   ($10,046 )
Adjustment
  (767 )     (767 )  
 
                               
Adjusted loss from continuing operations
  (6,544 )   (3,600 )   (24,776 )   (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
  $ 13,940   $ 15,627   $ 47,614   $ 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
        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     2,019  
Adjusted EBITDA
  $ 16,026   $ 15,947   $ 50,030   $ 44,252
 
                               

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