-----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, Wf9JEEsG5+bs+zWwAy3CCP/figpjKPYhQWYuz387uR7ck7BZXngeTAChwJBA5wuw dkt5C0UNiDV499Y6POwV2Q== 0001299933-05-002079.txt : 20050502 0001299933-05-002079.hdr.sgml : 20050502 20050502145805 ACCESSION NUMBER: 0001299933-05-002079 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050428 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20050502 DATE AS OF CHANGE: 20050502 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14537 FILM NUMBER: 05790052 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/A 1 htm_4488.htm LIVE FILING Lodgian, Inc. (Form: 8-K/A)  

 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A
(Amendment No. 1)

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 28, 2005

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.

Lodgian will hold its annual stockholders meeting on April 28, 2005 beginning at 10:00 a.m. in Atlanta, Georgia. As a part of the meeting, our President and Chief Executive Officer, W. Thomas Parrington, will give a report on the status of the company. Attached as Exhibit 99.1 is the text of the remarks Mr. Parrington is expected to make during the annual meeting of stockholders. Attached as Exhibit 99.2 is a reconciliation of certain non-GAAP financial measures discussed by Mr. Parrington during his presentation to their comparable GAAP measures.

This amendment is being filed solely for the purpose of correcting certain financial information in Exhibit 99.2.





Item 7.01. Regulation FD Disclosure.

Lodgian will hold its annual stockholders meeting on April 28, 2005 beginning at 10:00 a.m. in Atlanta, Georgia. As a part of the meeting, our President and Chief Executive Officer, W. Thomas Parrington, will give a report on the status of the company. Attached as Exhibit 99.1 is the text of the remarks Mr. Parrington is expected to make during the annual meeting of stockholders. Attached as Exhibit 99.2 is a reconciliation of certain non-GAAP financial measures discussed by Mr. Parrington during his presentation to their comparable GAAP measures.

This amendment is being filed solely for the purpose of correcting certain financial information in Exhibit 99.2.





The information furnished in this Form 8-K and the accompanying exhibits
shall not be deemed to be "filed" for the purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, and shall not be
incorporated by reference in any filing under the Securities Act of
1933, as amended, except as expressly set forth by specific reference in
such filing.


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.
          
May 2, 2005   By:   Daniel E. Ellis
       
        Name: Daniel E. Ellis
        Title: Senior Vice President, General Counsel & Secretary


Exhibit Index


     
Exhibit No.   Description

 
99.1
  W. Thomas Parrington annual meeting comments
99.2
  Reconcilation of EBITDA and Adjusted EBITDA (non-GAAP measures)
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

Annual Meeting, April 28, 2005
CEO Comments

There were many successes in 2004:

    We recapitalized the balance sheet, completing a $192 million stock offering in June. Proceeds were used to redeem our 12.25% preferred stock, to provide sufficient funds to accelerate the renovation of our hotels, and to have adequate cash reserves. Additional  shares were issued to redeem the balance of our preferred stock.

    We completed our first acquisition in December, an upscale select service SpringHill Suites in Pinehurst, North Carolina.

    We refinanced a significant portion of our debt, extending maturities and fixing the interest rate on the majority of the debt.

    We made substantial progress on renovating our hotels, completing 13 hotels and beginning another three. During 2002, 2003, and 2004 we completed major renovations at 28 hotels.

However, there were a number of challenges also.

    The series of severe hurricanes last fall damaged eight of our hotels and two of these remain closed: the Crowne Plaza in West Palm Beach, Florida and the Holiday Inn Oceanfront in Melbourne, Florida.

    We diverted resources to the damaged hotels which delayed the renovation program we had planned to complete in 2004.

    Changes in brand standards implemented by our franchisors significantly increased our capital expenditures and operating expenses. For example, in 2004 we installed ten new property management systems in our Holiday Inns and Crowne Plazas. In addition to capital costs of almost $700,000, these installations had one time operating expenses of over $300,000. In 2005, we will be installing new systems in our remaining Crowne Plazas and Holiday Inns and will incur an additional $1.5 million in one time operating expenses.

    Other costs, including brand fee based expenses, expenses related to brand standards, and costs related to providing free high speed internet access, put further pressure on our margins.

These challenges heavily impacted our fourth quarter results. Our overall RevPAR from continuing operations increased 3.9% in the fourth quarter, but excluding the closed hotels and hotels under major renovations, the increase was 4.8%. During the quarter our Marriott branded hotels and our Hilton branded hotels showed significant improvement but results at our InterContinental branded hotels were disappointing, with a RevPAR increase of just 3.9%.

The net result was a disappointing fourth quarter. Adjusted EBITDA was $9.6 million, which was down from the fourth quarter of 2003 by 26%. Excluding the two hotels closed by hurricane damage, our Adjusted EBITDA for the quarter was down from 2003 by 18%.

Our reported Adjusted EBITDA from continuing operations for 2004 was $59.7 million after the impact of the hotels closed by the hurricanes ($1.7 to $2.1 million) and the impact from revenues lost due to the extensive renovations taking place during the year ($1.5 to $1.8 million).

These challenges have continued into 2005 and will have a significant impact on our first and second quarters. During the first quarter, we had displaced room revenues of approximately $5 million from hotels damaged by hurricanes and approximately $1 million from hotels being renovated. With reduced revenues and increased operating expenses, our first quarter EBITDA margin will be down from the first quarter of 2004.

We expect to see improvement later this year continuing into 2006 as we realize the benefit of our renovations and the reopening of our hurricane damaged hotels. For example, during the first quarter of 2005 we saw a 9.1% RevPAR increase at hotels that were renovated in 2003 and 2004.

During 2005, we will be working to complete our renovations and maximize our revenues as hotels are completed or reopened. As a result, 2005 will be a transitional year leading to significant improvements in 2006.

We will be giving guidance for 2005 in our first quarter earnings release, which will be issued on May 5, 2005.

EX-99.2 3 exhibit2.htm EX-99.2 EX-99.2

                 
LODGIAN, INC. AND SUBSIDIARIES        
Reconciliation of EBITDA and Adjusted EBITDA (non-GAAP measures)
with Loss from Continuing Operations (a GAAP measure)    
    2004   2003
 
  Fourth Quarter   Fourth Quarter
 
               
($ in thousands)
               
Continuing operations:
               
(Loss) income from continuing operations
  $ (11,071 )   $ (17,028 )
Depreciation and amortization
    6,635       7,194  
Fresh start adjustments
           
Interest income
    (345 )     (196 )
Interest expense
    7,561       7,718  
Preferred stock dividends
          4,065  
Loss on preferred stock redemption
           
Provision (benefit for income taxes — continuing operations
    (260 )     (48 )
EBITDA from continuing operations
  $ 2,520     $ 1,705  
 
               
Adjustments to EBITDA:
               
Post-emergence Chapter 11 expenses, included in corporate
  $ 60     $ 1,289  
and other on consolidated statement of operations
               
Reorganization expenses
          (647 )
Impairment loss
    6,809       11,287  
Gain on asset dispositions
          (445 )
Casualty losses for damage caused to our properties by the
    294        
hurricanes that hit the Southeastern United States in the third
               
quarter
               
Adjustments to bankruptcy claims reserves
    (38 )     (218 )
 
               
Adjusted EBITDA from continuing operations
  $ 9,645     $ 12,971  
 
               
Continuing operations excluding Closed Hotels due to Hurricane Damage:
               
(Loss) income from continuing operations
  $ (9,852 )   $ (17,168 )
Depreciation and amortization
    6,403       6,926  
Fresh start adjustments
           
Interest income
    (342 )     (194 )
Interest expense
    7,300       7,491  
Preferred stock dividends
          4,065  
Loss on preferred stock redemption
           
Provision (benefit for income taxes — continuing operations
    (260 )     (48 )
EBITDA from continuing operations
  $ 3,250     $ 1,072  
 
               
Adjustments to EBITDA:
               
Post-emergence Chapter 11 expenses, included in corporate
    60       1,289  
and other on consolidated statement of operations
               
Reorganization expenses
          (647 )
Impairment loss
    6,763       11,249  
Gain on asset dispositions
          (445 )
Casualty losses for damage caused to our properties by the
    83        
hurricanes that hit the Southeastern United States in the third
               
quarter
               
Adjustments to bankruptcy claims reserves
    (37 )     (214 )
Adjusted EBITDA from continuing operations
  $ 10,119     $ 12,304  
 
               
         
LODGIAN, INC. AND SUBSIDIARIES
Reconciliation of EBITDA and Adjusted EBITDA (non-GAAP measures)
with Loss from Continuing Operations (a GAAP measure)
    2004
 
  ($in thousands)
Continuing operations:
       
(Loss) income from continuing operations
  $ (35,846 )
Depreciation and amortization
    27,376  
Fresh start adjustments
     
Interest income
    (647 )
Interest expense
    42,990  
Preferred stock dividends
    9,383  
Loss on preferred stock redemption
    6,063  
Provision (benefit) for income taxes — continuing operations
    228  
 
       
EBITDA from continuing operations
  $ 49,547  
 
       
 
       
Adjustments to EBITDA:
       
Post-emergence Chapter 11 expenses, included in corporate and other on our consolidated statement of operations
  $ 457  
Reorganization expenses
     
Impairment loss
    7,416  
Gain on asset dispositions
     
Casualty losses for damage caused to our properties by the hurricanes that hit the southeastern United States in the third quarter
    2,313  
Adjustments to bankruptcy claims reserves
    (38 )
 
       
Adjusted EBITDA from continuing operations
  $ 59,697  
 
       

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