-----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, AZ2xQC841lIVRFLIUjQobkDW2YslF6pBkBVcvmG4DMRnPA091H0BZ4btDyLUzebn cWVmjZMyQn+ZMf+qIMqbng== 0000950136-96-000364.txt : 19960522 0000950136-96-000364.hdr.sgml : 19960522 ACCESSION NUMBER: 0000950136-96-000364 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960521 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960521 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HFS INC CENTRAL INDEX KEY: 0000891104 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 223059335 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11402 FILM NUMBER: 96570344 BUSINESS ADDRESS: STREET 1: 339 JEFFERSON RD CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 2014289700 MAIL ADDRESS: STREET 2: 339 JEFFERSON RD CITY: PARSIPPANY STATE: NJ ZIP: 07054 FORMER COMPANY: FORMER CONFORMED NAME: HOSPITALITY FRANCHISE SYSTEMS INC DATE OF NAME CHANGE: 19940202 8-K 1 FORM 8-K 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 --------------- MAY 21, 1996 (MAY 21, 1996) (Date of Report (date of earliest event reported) HFS Incorporated (Exact name of Registrant as specified in its charter) Delaware 1-11402 22-3059335 (State or other jurisdiction (Commission File No.) (I.R.S. Employer of incorporation or organization Identification Number) 339 Jefferson Road 07054 Parsippany, New Jersey (Zip Code) (Address of principal executive) (201) 428-9700 (Registrant's telephone number, including area code) None (Former name, former address and former fiscal year, if applicable) Item 5. Other Events This Current Report on Form 8-K is being filed by HFS Incorporated (the "Registrant") for purposes of incorporating by reference the exhibits listed in Item 7 hereof in the Registrant's effective Registration Statements currently on file with the Commission. Item 7. Exhibits Exhibit No. Description - ------- ----------- 99.1 The unaudited consolidated financial statements of Coldwell Banker Corporation and subsidiaries as of March 31, 1996 and for the three months ended March 31, 1996 and 1995. 1 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. HFS INCORPORATED By: /s/ Stephen P. Holmes ----------------------- Stephen Holmes Executive Vice President And Chief Financial Officer (Principal Financial Officer And Principal Accounting Officer) Date: May 20, 1996 2 HFS INCORPORATED CURRENT REPORT ON FORM 8-K Report Dated May 21, 1996 (May 21, 1996) EXHIBIT INDEX Exhibit No. Description Page No. - ------- ----------- -------- 99.1 The unaudited consolidated financial statements of Coldwell Banker Corporation and subsidiaries as of March 31, 1996 and for the three months ended March 31, 1996 and 1995. EX-99.1 2 UNAUDITED FINANCIAL STATEMENTS; COLDWELL BANKER COLDWELL BANKER CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
MARCH 31, DECEMBER 31, 1996 1995 ----------- -------------- (UNAUDITED) (AUDITED) ASSETS CURRENT ASSETS Cash and cash equivalents ....................... $ 23,149 $ 21,449 Accounts and commissions receivable (net of allowance of $1,180 in 1996 and $1,093 in 1995) . 9,605 10,215 Subordinated receivable from sale of relocation receivables .................................... 83,670 47,311 Notes receivable, current portion (net of allowance of $1,285 in 1996 and $1,442 in 1995) . 1,440 2,284 Deferred income taxes ........................... 4,541 4,818 Prepaid expenses and other current assets ....... 4,742 4,686 ----------- -------------- Total current assets .......................... 127,147 90,765 NOTES RECEIVABLE, LONG-TERM PORTION (NET OF ALLOWANCE OF $507 IN 1996 AND 1995) .............. 5,332 4,811 DEFERRED INCOME TAXES .............................. 9,503 9,551 PROPERTY & EQUIPMENT, NET .......................... 63,210 63,230 GOODWILL AND OTHER INTANGIBLES, NET ................ 35,275 37,091 OTHER ASSETS ....................................... 5,688 4,481 ----------- -------------- Total assets .................................. $246,155 $209,929 =========== ==============
The accompanying notes are an integral part of these consolidated financial statements. COLDWELL BANKER CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
MARCH 31, DECEMBER 31, 1996 1995 ------------ -------------- (UNAUDITED) (AUDITED) LIABILITIES AND STOCKHOLDERS' DEFICIENCY CURRENT LIABILITIES Accounts payable and accrued expenses ...... $ 98,222 $ 102,381 Accrued salaries and benefits .............. 14,730 18,000 Income taxes payable ....................... 8,175 9,002 Other notes payable, current portion ....... 33,370 37,425 Deferred revenue ........................... 3,229 2,236 ----------- -------------- Total current liabilities ................ 157,726 169,044 LONG-TERM DEBT ................................ 132,000 83,500 OTHER NOTES PAYABLE, LONG TERM PORTION ....... 1,316 1,405 POSTRETIREMENT BENEFITS ....................... 1,765 1,721 OTHER LIABILITIES ............................. 866 932 ----------- -------------- Total liabilities ........................ 293,673 256,602 ----------- -------------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' DEFICIENCY Common stock, $.01 par value, 10,000,000 shares authorized; 5,749,155 shares issued and outstanding ........................... 58 58 CAPITAL IN EXCESS OF PAR VALUE ............. 59,124 59,124 ACCUMULATED DEFICIT ........................ (106,700) (105,855) ----------- -------------- TOTAL STOCKHOLDERS' DEFICIENCY ........... (47,518) (46,673) ----------- -------------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY ................................. $ 246,155 $ 209,929 =========== ==============
The accompanying notes are an integral part of these consolidated financial statements. COLDWELL BANKER CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS)
THREE MONTHS THREE MONTHS ENDED ENDED MARCH 31, 1996 MARCH 31, 1995 -------------- -------------- (UNAUDITED) (UNAUDITED) REVENUES: Real estate commissions ....................... $113,399 $ 94,340 Franchise and service fees .................... 13,010 11,353 Fees for relocation services, net ............. 15,936 12,036 Interest ...................................... 1,405 1,945 Other ......................................... 8,865 7,177 -------------- -------------- Total revenues ............................... 152,615 126,851 -------------- -------------- EXPENSES: Commissions, fees and other direct expenses .. 69,444 57,078 Other operating expenses ...................... 79,480 75,519 Interest ...................................... 1,831 900 Amortization of goodwill and other intangibles 1,823 2,657 Other ......................................... 1,438 1,604 -------------- -------------- Total expenses ............................... 154,016 137,758 -------------- -------------- LOSS BEFORE BENEFIT FOR INCOME TAXES AND EXTRAORDINARY ITEM ....................... (1,401) (10,907) BENEFIT FOR INCOME TAXES ....................... (556) (4,640) -------------- -------------- LOSS BEFORE EXTRAORDINARY ITEM ................. (845) (6,267) EXTRAORDINARY ITEM, LOSS ON EARLY EXTINGUISHMENT OF DEBT, NET OF TAX BENEFIT OF $1,593 .................................... 2,027 -------------- -------------- NET LOSS ....................................... $ (845) $ (8,294) ============== ==============
The accompanying notes are an integral part of these consolidated financial statements. COLDWELL BANKER CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (IN THOUSANDS, EXCEPT SHARE DATA)
COMMON STOCK CAPITAL IN --------------------- EXCESS OF ACCUMULATED SHARES AMOUNT PAR VALUE DEFICIT TOTAL ----------- -------- ------------- ------------- ----------- BALANCE December 31, 1995 (Audited) 5,749,155 $58 $59,124 $(105,855) $(46,673) Net loss for the three months ended March 31, 1996 ........ (845) (845) ----------- -------- ------------ ------------- ----------- BALANCE March 31, 1996 (Unaudited) . 5,749,155 $58 $59,124 $(106,700) $(47,518) =========== ======== ============ ============= ===========
The accompanying notes are an integral part of these consolidated financial statements. COLDWELL BANKER CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS)
THREE MONTHS THREE MONTHS ENDED ENDED MARCH 31, 1996 MARCH 31, 1995 -------------- -------------- (UNAUDITED) (UNAUDITED) CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by (used in) operating activities ....... ($37,944) $ 10,400 -------------- -------------- CASH FLOWS FROM INVESTING ACTIVITIES: Expenditures for property and equipment ..................... (3,545) (2,223) Expenditures for capitalized direct franchising costs ...... (1,171) (650) Payments for acquisitions ................................... (37) (8,690) Other ....................................................... 152 531 -------------- -------------- Net cash used in investing activities ..................... (4,601) (11,032) CASH FLOWS FROM FINANCING ACTIVITIES: Net decrease in other notes payable ......................... (4,255) (1,381) Repayments under senior subordinated notes .................. (29,350) Extraordinary item, loss on early extinguishment of debt, net ........................................................ (2,027) Borrowings under senior revolver, net ....................... 48,500 34,000 -------------- -------------- Net cash provided by financing activities ................. 44,245 1,242 -------------- -------------- NET INCREASE IN CASH AND CASH EQUIVALENTS ................... 1,700 610 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD .............. 21,449 28,740 -------------- -------------- CASH AND CASH EQUIVALENTS, END OF PERIOD .................... $23,149 $ 29,350 ============== ==============
The accompanying notes are an integral part of these consolidated financial statements. COLDWELL BANKER CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Three Months ended March 31, 1996 and 1995 1. Basis of Presentation The consolidated balance sheet of Coldwell Banker Corporation (the "Company") as of March 31, 1996, the consolidated statements of income and cash flows for the three months ended March 31, 1996 and 1995 and the consolidated statement of stockholders' deficiency for the three months ended March 31, 1996 are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of such financial statements have been included. Such adjustments consisted only of normal recurring items. The consolidated financial statements and notes are presented as would have been required by Form 10-Q and do not contain certain information included in the Company's annual consolidated financial statements. The December 31, 1995 consolidated balance sheet and statement of stockholders' deficiency was derived from the Company's audited financial statements and should be read in conjunction with the Company's consolidated financial statements and notes thereto. The Company experiences seasonal revenue patterns similar to those of the real estate industry wherein the summer months produce higher revenue than other periods of the year. Accordingly, the first and fourth quarters are traditionally weaker than the second and third quarters and interim results are not necessarily indicative of results for a full year. Through its subsidiaries, all of which are wholly-owned, the Company operates a network of company-owned brokerage offices, which conduct real estate brokerage, leasing and management activities in the residential real estate market in the United States. As the franchiser of the Coldwell Banker name and systems, the Company through a subsidiary, Coldwell Banker Residential Affiliates, Inc., also provides services, products and certain rights to the Coldwell Banker name to independently owned franchisees throughout the United States, Canada and Puerto Rico. Another subsidiary, Coldwell Banker Relocation Services, Inc., provides various relocation services to client corporations that transfer their employees to other geographic locations. Other subsidiaries provide various other real estate related services. 2. Income Taxes The effective income tax rate is based on estimated annual taxable income and other factors. 3. Pending Acquisitions by HFS On May 1, 1996, the Company entered into an agreement to be acquired by merger ("the Merger") by HFS Incorporated ("HFS") who engages in the business of franchising guest lodging facilities and real estate brokerage offices. HFS agreed to pay $640 million in cash for all of the outstanding capital stock of the Company and to repay approximately $100 million of indebtedness of the Company. While completion of this transaction is not assured, the Company expects that the transaction will be completed on or about May 31, 1996. The Merger, if consummated, will be accounted for under the purchase method of accounting. -----END PRIVACY-ENHANCED MESSAGE-----