-----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, Taz+mRNRT5xGYylROcF22u2bVzOPmK3cCnQSQ6MMBgWvAgCGlmwia90o4hXsniva TUJ1NNfESHVqQTHquKw24w== 0000950144-97-009208.txt : 19970815 0000950144-97-009208.hdr.sgml : 19970815 ACCESSION NUMBER: 0000950144-97-009208 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970814 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SERVICO INC CENTRAL INDEX KEY: 0000089121 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 650350241 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-11342 FILM NUMBER: 97662027 BUSINESS ADDRESS: STREET 1: 1601 BELVEDERE RD STE 501 S CITY: WEST PALM BEACH STATE: FL ZIP: 33406 BUSINESS PHONE: 5616899970 MAIL ADDRESS: STREET 1: 1601 BELVEDERE ROAD CITY: WEST PALM BEACH STATE: FL ZIP: 33406 10-Q 1 SERVICO, INC. FORM 10-Q DATED 06/30/97 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Period Ended June 30, 1997 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to --------- ---------- Commission File No. 1-11342 ------- SERVICO, INC. (Exact name of registrant as specified in its charter) Florida 65-0350241 - -------------------------------------------------------------- ---------------- (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
1601 Belvedere Road, West Palm Beach, FL 33406 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (561) 689-9970 -------------- (Former name, former address and former fiscal year, if changed since last report) Not applicable ------------------
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------ ------ Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes X No ------ ------ Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. Class Outstanding as of August 12, 1997 ----- --------------------------------- Common 20,868,405 2 SERVICO, INC. AND SUBSIDIARIES INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Page No. PART I. FINANCIAL INFORMATION Item 1. Financial Statements: Condensed Consolidated Balance Sheets as of June 30, 1997 and December 31, 1996 3 Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 1997 and 1996 4 Condensed Consolidated Statements of Stockholders' Equity for the Six Months Ended June 30, 1997 and for the Year Ended December 31, 1996 5 Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 1997 and 1996 6 Notes to Condensed Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 16 SIGNATURES 17
2 3 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS SERVICO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands, Except Share Data)
JUNE 30, DECEMBER 31, 1997 1996 ---- ---- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 24,765 $ 19,473 Accounts receivable, net of allowances 9,941 7,742 Other current assets 9,518 10,765 ----------- ----------- Total current assets 44,224 37,980 Property and equipment, net 386,813 364,922 Other assets, net 26,899 36,884 ----------- ----------- $ 457,936 $ 439,786 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 7,409 $ 6,369 Accrued liabilities 23,411 23,100 Current portion of long-term obligations 5,866 22,719 ----------- ----------- Total current liabilities 36,686 52,188 Long-term obligations, less current portion 183,021 284,880 Deferred income taxes 8,223 8,353 Commitments and contingencies Minority interests 19,032 19,627 Stockholders' equity: Common Stock, $.01 par value--25,000,000 shares authorized; 19,422,392 shares and 9,369,605 shares issued and outstanding 195 94 Additional paid-in capital 190,570 55,136 Retained earnings 20,209 19,508 ----------- ----------- Total stockholders' equity 210,974 74,738 ----------- ----------- $ 457,936 $ 439,786 =========== ===========
See accompanying notes. 3 4 SERVICO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In Thousands, Except Per Share Data) (Unaudited)
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ---------------------- ---------------------- 1997 1996 1997 1996 ---- ---- ---- ---- Revenues: Rooms $ 46,499 $ 41,201 $ 87,993 $ 76,298 Food and beverage 20,401 18,346 37,676 32,737 Other 4,276 3,753 8,154 6,864 --------- --------- --------- --------- 71,176 63,300 133,823 115,899 --------- --------- --------- --------- Operating expenses: Direct: Rooms 12,238 10,994 23,388 20,402 Food and beverage 15,180 13,740 28,783 24,992 General and administrative 2,089 2,316 4,292 4,876 Depreciation and amortization 5,500 4,454 10,899 8,480 Other 21,242 19,026 42,854 37,638 --------- --------- --------- --------- 56,249 50,530 110,216 96,388 --------- --------- --------- --------- Income from operations 14,927 12,770 23,607 19,511 Other income (expenses): Other income 298 558 671 763 Gain on litigation settlement -- -- -- 3,615 Interest expense (8,177) (7,154) (16,202) (13,155) Minority interests (143) (756) (656) (1,591) --------- --------- --------- --------- Income before income taxes and extraordinary item 6,905 5,418 7,420 9,143 Provision for income taxes 2,762 2,168 2,968 3,657 --------- --------- --------- --------- Income before extraordinary item 4,143 3,250 4,452 5,486 Extraordinary item: Loss on early extinguishment of debt, net of income taxes of $2,500 in 1997 and $134 in 1996 (3,751) (202) (3,751) (202) --------- --------- --------- --------- Net income $ 392 $ 3,048 $ 701 $ 5,284 ========= ========= ========= ========= Earnings per common and common equivalent share: Income before extraordinary item $ .42 $ .33 $ .45 $ .57 Extraordinary item (.38) (.02) (.38) (.02) --------- --------- --------- --------- Net income $ .04 $ .31 $ .07 $ .55 ========= ========= ========= ========= Weighted average shares outstanding 9,953 9,816 9,944 9,668 ========= ========= ========= =========
See accompanying notes. 4 5 SERVICO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In Thousands, Except Share Data)
COMMON STOCK ADDITIONAL TOTAL ------------------------- PAID-IN RETAINED STOCKHOLDERS' SHARES AMOUNT CAPITAL EARNINGS EQUITY ---------- ----------- ----------- ----------- ----------- Balance at December 31, 1995 8,846,269 $ 88 $ 51,424 $ 11,308 $ 62,820 401(k) Plan contribution 25,536 1 465 -- 466 Exercise of stock options 497,800 5 2,008 -- 2,013 Tax benefit from exercise of stock options -- -- 1,239 -- 1,239 Net income -- -- -- 8,200 8,200 ---------- ----------- ----------- ----------- ----------- Balance at December 31, 1996 9,369,605 94 55,136 19,508 74,738 401(k) Plan contribution 53,987 1 244 -- 245 Exercise of stock options 30,000 -- 178 -- 178 Issuance of common stock 10,000,000 100 135,550 -- 135,650 Purchase of treasury stock (31,200) -- (538) -- (538) Net income -- -- -- 701 701 ---------- ----------- ----------- ----------- ----------- Balance at June 30, 1997 19,422,392 $ 195 $ 190,570 $ 20,209 $ 210,974 ========== =========== =========== =========== ===========
The data for the six months ended June 30, 1997, is unaudited. See accompanying notes. 5 6 SERVICO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) (Unaudited)
SIX MONTHS ENDED JUNE 30, ------------------------- 1997 1996 ---- ---- NET CASH PROVIDED BY OPERATING ACTIVITIES $ 21,747 $ 14,047 INVESTING ACTIVITIES: Capital expenditures, net (23,456) (10,400) Acquisitions of property and equipment (8,842) (40,794) Net deposits for capital expenditures (1,274) (3,417) Payments on notes receivable from related parties 470 220 Decrease investment in unconsolidated entities 9 2,146 Net proceeds from litigation settlements -- 3,615 Notes receivable issued to related parties -- (1,670) Other -- 559 --------- --------- Net cash used in investing activities (33,093) (49,741) --------- --------- FINANCING ACTIVITIES: Principal payments on long-term obligations (156,602) (104,207) (Distributions to) contributions from minority interests (1,250) 5,378 Payments of deferred loan costs (1,154) (12,944) Net proceeds from issuance of common stock 135,290 1,770 Proceeds from issuance of long-term obligations 40,354 167,235 --------- --------- Net cash provided by financing activities 16,638 57,232 --------- --------- Net increase in cash and cash equivalents 5,292 21,538 Cash and cash equivalents at beginning of period 19,473 11,401 --------- --------- Cash and cash equivalents at end of period $ 24,765 $ 32,939 ========= ========= SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during the period for: Interest, net of amount capitalized $ 13,950 $ 10,678 ========= ========= Income taxes paid, net of refunds $ 437 $ 2,402 ========= =========
See accompanying notes. 6 7 SERVICO, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. GENERAL The financial statements consolidate the accounts of Servico, Inc. ("Servico"), its wholly-owned subsidiaries (owning 48 hotels) and partnerships (owning 9 hotels) in which Servico exercises control over the partnerships' assets and operations (collectively, the "Company"). An unconsolidated entity (owning one hotel) in which the Company exercises significant influence over operating and financial policies is accounted for using the equity method. The accounts of two hotels which the Company manages for third party owners are not included in the consolidation. However, management fee income received from these hotels is included in other revenues. All significant intercompany accounts and transactions have been eliminated. The accounting policies followed for quarterly financial reporting are the same as those disclosed in Note 1 of the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1996. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting primarily of normal recurring adjustments, necessary to present fairly the financial position of the Company as of June 30, 1997, and the results of its operations and its cash flows for the three and six months then ended. While management believes that the disclosures presented are adequate to make the information not misleading, these financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 1996. The accompanying condensed consolidated balance sheet at June 30, 1997 and the condensed consolidated statement of stockholders' equity for the six month period ended June 30, 1997, the condensed consolidated statements of income for the three and six months ended June 30, 1997 and 1996 and the condensed consolidated statements of cash flows for the six months ended June 30, 1997 and 1996 have been reviewed in accordance with standards established by the American Institute of Certified Public Accountants, by Ernst & Young LLP, Independent Certified Public Accountants, whose review report, with respect thereto, is filed as Exhibit 15.1 in Item 6. (a) of this Form 10-Q. Certain amounts in the prior period condensed consolidated financial statements have been reclassified to conform to the current period presentation. 7 8 2. DEFERRED COSTS Deferred franchise, financing and other deferred costs are stated at cost, net of accumulated amortization of $1.9 million and $4.1 million at June 30, 1997, and December 31, 1996, respectively, which is computed using the straight-line method, over the terms of the related franchise, loan or other agreements. The straight-line method of amortizing deferred financing costs approximates the interest method. 3. LONG TERM DEBT During the three months ended June 30, 1997, the Company refinanced approximately $31.5 million of long term debt secured by six of its hotels. In addition, the Company repaid, prior to maturity, approximately $128 million of long term debt on 21 other hotels. The repayment of the debt was funded with the proceeds from the sale of common stock as more fully discussed in Note 5 below. As a result of the refinancings and repayment of debt, the Company has no long term debt maturing during the next 12 months and the Company's remaining debt is substantially fixed rate debt bearing interest at a rate of approximately 10%. 4. COMMITMENTS AND CONTINGENCIES The Company is a party to legal proceedings arising in the ordinary course of its business, the impact of which would not, either individually or in the aggregate, in management's opinion, based upon facts currently known by it and discussions with counsel, have a material adverse effect on the Company's financial condition or results of operations. 5. ISSUANCE OF COMMON STOCK In June 1997 Servico completed a secondary offering of 10 million shares of common stock at $14.50 per share. An additional 1.5 million shares were issued in July 1997 upon exercise by the underwriter of the over allotment option. These stock sales resulted in net proceeds to Servico of $156 million which were used to repay $128 million of debt, to purchase the minority interests in three majority owned hotels for $11.3 million and as additional working capital. 6. EXTRAORDINARY ITEM As a result of the early extinguishment of debt as discussed in Note 3 above, the Company wrote off approximately $6.2 million in unamortized deferred loan costs. This transaction was recorded in June, as an extraordinary loss of $3.8 million, net of approximately $2.5 million in taxes. 8 9 7. EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE Earnings per share is calculated based on the weighted average number of common shares and dilutive common equivalent shares outstanding during the periods. Earnings per common share include the Company's outstanding stock options, if dilutive, and common stock contributed or to be contributed by the Company to its employee 401(k) Plan. Primary and fully diluted shares were the same for both periods. In March 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings Per Share". SFAS 128 requires companies with complex capital structures that have publicly-held common stock or common stock equivalents to present both basic and diluted earnings per share ("EPS") on the face of the income statement. The presentation of basic EPS replaces the presentation of primary EPS currently required by Accounting Principles Board Opinion No. 15 ("APB No. 15"), "Earnings Per Share". Basic EPS is calculated as income available to common stockholders divided by the weighted average number of common shares outstanding during the period. Diluted EPS (previously referred to as fully diluted EPS) is calculated using the "if converted" method for convertible securities and the treasury stock method for options and warrants as prescribed by APB No. 15. This statement is effective for financial statements issued for interim and annual periods ending after December 15, 1997. The Company does not believe the adoption of SFAS 128 in fiscal 1997 will have a significant impact on the Company's reported EPS. 9 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL In evaluating hotel performance and hotel property values, the Company considers earnings before interest, taxes, depreciation and amortization ("EBITDA"), occupancy levels, average daily rate and revenue per available room ("RevPAR"). In addition to revenues generated by its guest rooms, food and beverage revenues at the Company's full service hotels, although not reflected in RevPAR, contribute significantly to the Company's EBITDA. These performance measures are impacted by a variety of factors including national, regional and local economic conditions, the degree of competition with other hotels in the area, the level of renovation activity and, in the case of occupancy levels, changes in travel patterns. The demand for accommodations is also affected by normally recurring seasonal patterns and most Company hotels experience lower occupancy levels in the fall and winter (September through February) which may result in lower revenues, EBITDA, net income and less cash flow during these months. The Company's growth strategy includes the acquisition of under-performing hotels and the implementation of the Company's operational initiatives as well as repositioning and renovation programs to achieve revenue and margin improvements. Such initiatives typically require between 12 and 36 months before newly acquired hotels are repositioned and stabilized (the "Reposition Hotels" and the "Stabilized Hotels"). During this period, the revenues and earnings of newly acquired hotels may be adversely affected and may negatively impact consolidated EBITDA, RevPAR, average daily rate, and occupancy rate performance as well as consolidated earnings. The Company purchased 25 hotels during the period from January 1995 through June 30, 1997 and, accordingly, the impact of such activities is material. In order to better illustrate underlying trends of the Company's hotels, the Company tracks the performance of both Stabilized and Reposition Hotels. The Stabilized Hotels include the hotels which were acquired by the Company through 1994 and certain hotels acquired since January 1, 1995 which, based on management's determination, have achieved normalized operations. Reposition Hotels include the 1995, 1996 and 1997 acquired hotels which are still the subject of management's continuing post-acquisition repositioning and renovating initiatives. RESULTS OF OPERATIONS THREE MONTHS ENDED JUNE 30, 1997 (THE "1997 QUARTER") AS COMPARED TO THE THREE MONTHS ENDED JUNE 30, 1996 (THE "1996 QUARTER") During the 1997 Quarter, the Company owned 57 hotels, managed 2 hotels for third party owners and had a minority investment in 1 hotel, compared with 50 hotels owned, 9 managed and 1 minority investment during the 1996 Quarter. The Company generated EBITDA of $20.5 million ($5.2 million from food and beverage operations) for the 1997 Quarter, an 18.3% increase over the $17.4 million ($4.6 million from food and beverage operations) for the 1996 Quarter. Occupancy and average daily 10 11 rate for owned hotels for the 1997 Quarter was 70.3% and $73.04, respectively, compared with 72.3% and $70.93, respectively, for the 1996 Quarter. Revenues for the 1997 Quarter were $71.2 million, a 12.4% increase over revenues of $63.3 million for the 1996 Quarter. Of this $7.9 million increase in revenues, approximately $5.2 million was attributable to the Reposition Hotels, of which approximately $3.7 million was attributable to the hotels acquired subsequent to June 30, 1996. Direct operating expenses for the Company were $27.4 million for the 1997 Quarter and $24.7 million for the 1996 Quarter. Of this $2.7 million increase, approximately $2.5 million was attributable to the Reposition Hotels, of which approximately $1.7 million related to hotels acquired subsequent to June 30, 1996. Other operating expenses before depreciation and amortization were $23.3 million for the 1997 Quarter compared to $21.3 million for the 1996 Quarter. This increase is primarily attributable to the hotels acquired subsequent to June 30, 1996. Depreciation and amortization expense for the Company was $5.5 million for the 1997 Quarter and $4.5 million for the 1996 Quarter. Included in this $1 million increase is $.5 million associated with the improvements made at the Stabilized Hotels and the remaining balance is primarily associated with the hotels acquired subsequent to June 30, 1996. As a result of the above, income from operations was $14.9 million for the 1997 Quarter as compared to $12.8 million for the 1996 Quarter. Interest expense, net of interest income, was $7.9 million for the 1997 Quarter, a $1.3 million increase over the $6.6 incurred million for the 1996 Quarter. Of this $1.3 million increase, approximately $.7 million was attributable to the Reposition Hotels, of which approximately $.5 million was related to the hotels acquired subsequent to June 30, 1996. During the 1997 Quarter, the Company repaid, prior to maturity, approximately $128 million in debt and, as a result, recorded as an extraordinary item a loss on early extinguishment of debt of approximately $3.8 million (net of income taxes of $2.5 million) relating to the write-off of unamortized loan costs associated with the debt. After a provision for income taxes of $2.8 million for the 1997 Quarter and $2.2 million for the 1996 Quarter, the Company had income before extraordinary item of $4.1 million ($.42 per share) for the 1997 Quarter and $3.3 million ($.33 per share) for the 1996 Quarter. Thirty-two of the Company's hotels acquired through 1994, six hotels acquired in 1995 and four hotels acquired in 1996 have achieved normalized operations based on management's determination and comprise the Stablized Hotels. RevPAR for the Stablized Hotels increased 4.9% on a 5% increase in revenues during the 1997 Quarter. Four of the hotels acquired in 1995, ten of the hotels acquired in 1996 and one hotel acquired in 1997 were in various stages of repositioning and renovation during the 1997 Quarter and comprise the Reposition Hotels. As a result of the ongoing renovations at the Reposition Hotels, occupancy and average daily rate were substantially below the Stablized Hotels. Consistent with its strategy, the Company is in the process of implementing new marketing strategies and operational improvements at the Reposition Hotels. In addition, the 11 12 Company is currently negotiating to obtain certain new franchise affiliations for selected Reposition Hotels and expects to complete significant renovations at the Reposition Hotels during the next 12 to 36 months. The following table summarizes certain operating data for the Company's hotels for the three months ended June 30, 1997 and 1996:
June 30, 1997 June 30, 1996 ------------------------------------- ------------- Average Number of Daily Hotels Occupancy Rate RevPAR RevPAR ------------------------------------- ------ Pre 1995 Hotels 32 73.6% $75.57 $55.62 $53.49 1995 Acquisitions: Stabilized 6 74.0% $71.43 $52.86 $49.40 Reposition 4 73.3% $59.29 $43.46 $45.53 1996 Acquisitions: Stabilized 4 64.8% $76.41 $39.51 $43.45 Reposition 10 53.6% $62.79 $33.66 * 1997 Acquisitions: Reposition 1 65.6% $66.59 $43.68 * Total Stabilized 42 72.5% $75.16 $54.49 $51.93 Total Reposition 15 60.1% $61.69 $37.08 $43.32 -- Total Company 57 70.3% $73.04 $51.35 $51.28 ==
*Hotels not comparable in prior year SIX MONTHS ENDED JUNE 30, 1997 (THE "1997 PERIOD") AS COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1996 (THE"1996 PERIOD") During the 1997 Period, the Company owned 57 hotels, managed 3 hotels for third party owners and had a minority investment in 1 hotel, compared with 50 hotels owned, 9 managed and 1 minority investment during the 1996 Period. The Company generated EBITDA of $34.7 million ($8.9 million from food and beverage operations) for the 1997 Period, a 19.6% increase over the $29 million ($7.7 million from food and beverage operations) for the 1996 Period. Occupancy and average daily rate for owned hotels for the 1997 Period was 66.5% and $73.23, compared with 69% and $70.93 for the 1996 Period. Revenues for the 1997 Period were $133.8 million, a 15.5% increase over revenues of $115.9 million for the 1996 Period. Of this $17.9 million increase in revenues, approximately $14.1 million was attributable to the Reposition Hotels, of which approximately $8.2 million was attributable to the hotels acquired subsequent to June 30, 1996. Direct operating expenses for the Company were $52.2 million for the 1997 Period and $45.4 million for the 1996 Period. This $6.8 million increase was attributable to the Reposition Hotels, of which $3.4 million related to hotels acquired subsequent to June 30, 1996. Other operating expenses before depreciation and amortization were $47.1 million for the 1997 Period compared to $42.5 million for the 1996 Period. Included in the 1996 other operating expenses was $.8 million related to a severance agreement with the Company's former chief executive officer. Of this $5.4 million increase, approximately $4.3 million was attributable to the Reposition Hotels, of which approximately $3.3 million related to the hotels acquired subsequent to June 30, 1996. Depreciation and amortization 12 13 expense for the Company was $10.9 million for the 1997 Period and $8.5 million for the 1996 Period. Of this $2.4 million increase approximately $1.6 million was associated with the Reposition Hotels, of which approximately $.6 million was attributable to the hotels acquired subsequent to June 30, 1996. As a result of the above, recurring income from operations was $23.6 million for the 1997 Period as compared to $20.4 million for the 1996 Period. Interest expense, net of interest income, was $15.5 million for the 1997 Period, a $3 million increase over the $12.5 million for the 1996 Period. Of this increase, approximately $1.9 million was attributable to the Reposition Hotels, of which approximately $1 million related to the hotels acquired subsequent to June 30, 1996. Included in other income for the 1996 Period was a non-recurring $3.6 million net settlement of a law suit received by the Company in March 1996. During the 1997 Period, the Company repaid, prior to maturity, approximately $128 million in debt and, as a result, recorded as an extraordinary item a loss on early extinguishment of debt of approximately $3.8 million (net of income taxes of $2.5 million) relating to the write-off of unamortized loan costs associated with the debt. After a provision for income taxes of $3 million for the 1997 Period and $3.7 million for the 1996 Period, the Company had income before extraordinary item of $4.5 million ($.45 per share) for the 1997 Period and $5.5 million ($.57 per share) for the 1996 Period. Without consideration of the non-recurring items in 1996 discussed above, the Company had recurring net income of $4.5 million ($.45 per share) for the 1997 Period and $3.8 million ($.40 per share) for the 1996 Period. Thirty-two of the Company's hotels acquired through 1994, six hotels acquired in 1995 and four hotels acquired in 1996 have achieved normalized operations based on management's determination and comprise the Stablized Hotels. RevPAR for the Stablized Hotels increased 5.2% on a 3.8% increase in revenues during the 1997 Period. Four of the hotels acquired in 1995, ten of the hotels acquired in 1996 and one hotel acquired in 1997 were in various stages of repositioning and renovation during the 1997 Period and comprise the Reposition Hotels. As a result of the ongoing renovations at the Reposition Hotels, occupancy and average daily rate are substantially below the Stablized Hotels. Consistent with its strategy, the Company is in the process of implementing new marketing strategies and operational improvements at the Reposition Hotels. In addition, the Company is currently negotiating to obtain certain new franchise affiliations for selected Reposition Hotels and expects to complete significant renovations at the Reposition Hotels during the next 12 to 36 months. 13 14 The following table summarizes certain operating data for the Company's hotels for the six months ended June 30, 1997 and 1996:
June 30, 1997 June 30, 1996 ----------------------------------------------------- ------------- Average Number of Daily Hotels Occupancy Rate RevPAR RevPAR ----------------------------------------------------- ---------- Pre 1995 Hotels 32 69.5% $75.40 $52.40 $50.17 1995 Acquisitions: Stabilized 6 74.0% $71.43 $52.86 $49.40 Reposition 4 70.6% $68.97 $48.69 $49.37 1996 Acquisitions: Stabilized 4 64.8% $76.41 $49.51 $43.45 Reposition 10 52.1% $66.30 $34.54 * 1997 Acquisitions: Reposition 1 65.6% $66.59 $43.68 * Total Stabilized 42 69.5% $75.18 $52.25 $49.68 Total Reposition 15 59.0% $67.46 $39.80 $45.21 -- Total Company 57 66.5% $73.23 $48.70 $48.94 ==
*Hotels not comparable in prior year LIQUIDITY AND CAPITAL RESOURCES The Company's principal sources of liquidity are existing cash balances and cash flow from operations. The Company had earnings before interest, taxes, depreciation and amortization ("EBITDA") for the 1997 Period of $34.7 million, a 19.6% increase over the $29 million for the 1996 Period. EBITDA is a widely regarded industry measure of lodging performance used in the assessment of hotel property values, although EBITDA is not indicative of and should not be used as an alternative to net income or net cash provided by operations as specified by generally accepted accounting principles. Net cash provided by operating activities for the 1997 Period was $21.7 million as compared to $14 million for the 1996 Period. At June 30, 1997, the Company had working capital of $7.5 million as compared to a working capital deficit of $14.2 million at December 31, 1996. Included in the working capital deficit for 1996 was $15.3 million of mortgage notes payable which mature within twelve months. The Company has refinanced these mortgage notes before their due dates. The Company's ratio of current assets to current liabilities was 1.2:1 at June 30, 1997 and .7:1 at December 31, 1996 (1:1 at December 1996 without consideration of the mortgages due in 1997). At June 30, 1997, the Company's long-term obligations were $183 million compared with $284.9 million at December 31, 1996. In June 1997 Servico completed a secondary offering of 10 million shares of common stock at $14.50 per share. An additional 1.5 million shares were issued in July 1997 upon exercise by the underwriter of the over allotment option. These stock sales resulted in net proceeds to Servico of $156 million which were used to repay $128 million of debt, to purchase the minority interests in three majority owned hotels for $11.3 million and as additional working capital. 14 15 Certain of the Company's hotels are operated under license agreements that require the Company to make capital improvements in accordance with a specified time schedule. Additionally, in connection with the refinancing and acquisition of hotels, the Company has agreed to make certain capital improvements and, as of June 30, 1997, has approximately $13.6 million escrowed for such improvements. The Company estimates its remaining obligations for all of such commitments to be approximately $16 million, of which approximately $13.2 million is expected to be spent during the remainder of 1997, and the balance is expected to be spent during the 1998-1999 time period. The Company may require additional financing to continue its growth strategy. There is no assurance that such financing will be available in amounts required or on terms satisfactory to the Company and the Company does not currently have any lines of credit. The Company's financial position may, in the future, be strengthened through the generation of revenues, the refinancing of its properties or capital from equity or debt markets. There is no assurance the Company will be successful in these efforts. FORWARD-LOOKING STATEMENTS Statements in this Form 10-Q which express "belief ", "anticipation", or "expectation", as well as other statements which are not historical fact, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties. Moreover, there are important factors which include, but are not limited to, general and local economic conditions, risks relating to the operation and acquisition of hotels, government legislation and regulation, changes in interest rates, the impact of rapid growth, the availability of capital to finance growth, the historical cyclicality of the lodging industry and other factors described in other Servico, Inc. filings with the United States Securities and Exchange Commission, all of which are difficult to predict and many of which are beyond the control of the Company. Actual results could differ materially from these forward- looking statements. In light of the risks and uncertainties, there is no assurance that the forward-looking statements contained in this Form 10-Q will in fact prove correct or occur. The Company does not undertake any obligation to publicly release the results of any revisions to these forward-looking statements to reflect future events or circumstances. 15 16 PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 10 Employment agreement between Karyn Marasco and the Company, dated May 2, 1997. 11 Statement re: computation of per share earnings. 15.1 Independent Accountants' Review Report. 15.2 Letter from independent certified public accountants relating to unaudited interim financial information. 27 Financial Data Schedule (for SEC use only). (b) Reports on Form 8-K No reports on Form 8-K were filed during the Quarter ended June 30, 1997. 16 17 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 thereunto duly authorized. SERVICO, INC. Registrant DATE: August 14, 1997 /s/ David Buddemeyer ------------------------------- David Buddemeyer President and Chief Executive Officer DATE: August 14, 1997 /s/ Warren M. Knight ------------------------------- Warren M. Knight Vice President-Finance and Chief Financial Officer 17 EX-10 2 EMPLOYMENT AGREEMENT 1 EXHIBIT 10 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is effective this 2nd day of May, 1997 by and between Karyn Marasco ("Employee") and Servico, Inc., a Florida corporation ("Employer"). WITNESSETH: WHEREAS, Employer desires to obtain the services of Employee and Employee desires to make her services available to Employer, all upon the terms and subject to the conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, Employer and Employee hereby agree as follows: 1. Offer and Acceptance of Employment. During the term hereof, Employer agrees to employ Employee as an executive vice president and its chief operating officer and Employee agrees to accept such employment and agrees to discharge faithfully, diligently and to the best of her ability the responsibilities of such position during the term hereof. 2. Scope of Employment. During the term of this Agreement, Employee agrees to devote her full time, attention, energies and skills to the business of Employer for the performance of her duties as set forth in this Agreement. Nothing in this Agreement shall preclude Employee from spending reasonable periods of time required for the management of personal investments, so long as such activities do not interfere with the regular performance of her duties and responsibilities under this Agreement. 3. Term. Unless sooner terminated in accordance with the provisions and conditions of this Agreement, the initial term of this Agreement will be for a three-year period commencing on the date hereof. The term of this Agreement shall automatically be extended for additional one-year periods on the terms, provisions and conditions set forth herein unless either party notifies the other in writing, at least 30 days prior to the end of the initial term or any extension thereof, of its or her (as the case may be) desire not to extend the Agreement for an additional term. Any material diminution by Employer of Employee's duties and responsibilities without her prior written consent shall constitute a termination of this Agreement by Employer. 4. Compensation. 4.1 Base Salary. Employer agrees to pay to Employee a base salary ("Base Salary") of Two Hundred Fifteen Thousand Dollars ($215,000.00) per year during the term of this 2 Agreement. The Base Salary shall be payable in accordance with Employer's regular payroll practices, subject to applicable taxes and withholdings. Employee's Base Salary shall be reviewed periodically for merit increases and may, by action, and in the absolute discretion of Employer's Board of Directors, be increased at any time and from time to time. No such increase shall at any time operate as a cancellation of this Agreement and any such increase shall operate merely as an amendment hereof, effective upon adoption of a resolution of the Board of Directors of Employer, without any further action by Employee or Employer. In the event of any such increase, all other terms of this Agreement shall remain unmodified. 4.2 BONUSES. During the term of this Agreement, the Board of Directors of Employer in its absolute discretion, from time to time, may authorize the payment by Employer to Employee of one or more incentive bonuses in such amounts as the Board of Directors deems advisable but in any event Employee shall be entitled to participate in the bonus program for key employees if such a program is made available to other of Employer's executive officers. 4.3 STOCK OPTIONS. As additional compensation for services rendered pursuant to this Agreement and the Employee's performance and observation of the provisions of this Agreement, Employee will be granted options to acquire 50,000 shares of the common stock of Employer which shall vest with respect to 10,000 shares upon the date of grant and 10,000 shares will vest on each anniversary thereafter. The exercise price shall be equal to the fair market value on the date of grant which shall be as soon as practicable after the commencement of employment. 5. BUSINESS EXPENSES; BENEFITS. 5.1 BUSINESS EXPENSES. Upon submission of proper documentation by Employee to Employer, Employer shall reimburse Employee for all reasonable business expenses incurred by Employee in connection with the discharge of her duties hereunder and the furtherance of the business of Employer and in specific accordance with the travel and entertainment expense policy of Employer as adopted by the Board of Directors of Employer from time to time. The reimbursement obligations of Employer under this Section 5.1 shall survive the expiration or termination of this Agreement. 5.2 BENEFITS. During the term of this Agreement, Employee shall be entitled to receive paid health insurance for herself and her immediate family and shall be entitled to participate, on the same basis and subject to the same qualifications as pertain to other executives, in such disability plans and benefit plans or programs as are generally provided by Employer to its executive employees. Employee shall also be entitled to paid vacation time in accordance with the policies of Employer, but not less than four weeks annually; provided that Employee shall not be entitled to any additional compensation for any vacation time not used by her. 6. CONFIDENTIAL INFORMATION. Employee shall not, during the term of her employment hereunder nor thereafter, divulge, except in the regular course of and to further Employer's business, any information which is confidential and proprietary to Employer; provided, however, that Employee has no obligation to refrain from using or disclosing to others any such knowledge or information which is or hereafter shall become available to the public other than by disclosure by Employee or anyone else who has an obligation of confidentiality with respect to such 3 information. 7. Other Employment. Employee shall not, during the term of her employment hereunder, participate directly or indirectly, in any manner, as a partner, officer, director, stockholder, advisor, consultant, employee or in any other capacity in any other business competitive with Employer's business; provided, however, that nothing herein shall be deemed to prevent or limit the right of Employee to own not more than 1% of the outstanding common stock of a corporation, if, at the time of the acquisition by Employee such stock is listed on a national securities exchange, is reported on NASDAQ, or is regularly traded in the over-the-counter market by a member of a national securities exchange. 8. Termination of Employment. 8.1 Severance. Employer shall have the right, at any time, to terminate the employment of Employee hereunder. Unless Employee's employment is terminated for cause pursuant to Section 8.4, Employee shall be entitled to her Base Salary and other benefits under this Agreement for the greater of the unexpired term of this Agreement or one year. 8.2 Disability. Employer shall at all times have the right, upon 30 days prior notice to Employee, to terminate Employee's employment hereunder at any time after Employee shall be unable to perform the duties to be rendered by her hereunder, for whatever cause, including but not limited to, mental or physical incapacity, illness or disability (collectively, "Disability") for a continuous period of more than 120 days or for a period of 150 days during any consecutive 365 day period. In the event of any such termination for Disability, Employee shall be entitled to be paid her Base Salary and other benefits to the date which is 30 days following the date of termination and Employer shall have no further obligation or liability hereunder (other than for reimbursement for reasonable business expenses in accordance with the provisions hereof). 8.3 Death. In the event of the death of Employee during the term of her employment hereunder, Employee's personal representative shall be entitled to receive Employee's Base Salary and other benefits to the date which is 30 days following the date of Employee's death and Employer shall have no further obligation or liability hereunder (other than for reimbursement for reasonable business expenses in accordance with the provisions hereof); provided, however, that her estate or beneficiaries shall have a period of 12 months after her death during which to exercise the vested options held by her on the date of her death. 8.4 Termination for Cause. The employment of Employee hereunder may be terminated by Employer at any time for proven deliberate and premeditated acts against the interests of Employer, material breach by Employee of this Agreement which is not cured within 30 days of written notice given to Employee by Employer, Employee's conviction of a criminal act that constitutes a felony or Employee's conviction of a criminal act that constitutes embezzlement or fraud with respect to property of Employer. If the employment of Employee is terminated for cause, Employee's compensation, Base Salary and benefits hereunder shall terminate as of the date of such termination and Employer shall have no further obligation or liability hereunder (other than for reimbursement for reasonable business expenses in accordance with the provisions hereof). 4 8.5 Voluntary Termination. Employee may voluntarily terminate her employment under this Agreement upon 30 days prior notice to Employer and upon such termination Employee's compensation, Base Salary and benefits hereunder shall terminate as of the date of such termination and Employer shall have no further obligation or liability hereunder (other than for reimbursement for reasonable business expenses in accordance with the provisions hereof). 8.6 Return of Materials. Employee shall, upon any termination of her employment hereunder, immediately return to Employer any and all materials, and copies thereof, previously received or obtained by her from Employer or prepared by her in connection with her employment hereunder and all files, letters, memoranda, reports, records, computer programs, listings or other written, photographic or other tangible material containing any trade secret of Employer whether created by her, employees of Employer or others which shall come into her possession. 9. Non-Solicitation of Employees. Without the prior consent of Employer, Employee shall not, within one year after the termination of her employment hereunder, solicit or cause or authorize directly or indirectly to be solicited for employment for or on behalf of herself or any persons, firms, corporations or other entities, any persons who are, as of the date of such termination, employees of Employer for the purpose of requesting them or presenting opportunities for them to leave their employment with Employer. 10. Miscellaneous. 10.1 Waiver Not Consent. Any waiver of any breach of this Agreement shall not be construed to be a continuing waiver or consent to any subsequent breach by either party hereto. 10.2 Binding Effect. This Agreement shall be enforceable in accordance with its terms by the parties hereto and shall be binding upon, and inure to the benefit of, Employer and its successors and assigns and shall inure to the benefit of Employee and her heirs and assigns. 10.3 Notices. Any notice hereunder shall be delivered by hand, telegram, cable, telecopier, telex or prepaid overnight carrier or sent by registered or certified mail, addressed: If to Employer: Servico, Inc. 1601 Belvedere Road West Palm Beach, Florida 33406 Attention: Chief Executive Officer If to Employee: Karyn Marasco 727 Delafalle Court Naperville, Illinois 60565 Any such notice shall become effective (a) if mailed, either when received or when the delivery thereof has been attempted and acceptance has been refused, and (b) in the case of delivery by hand, telegram, cable, facsimile, telex or prepaid overnight carrier, upon delivery. 5 10.4 GOVERNING LAW, ENTIRE AGREEMENT. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. This Agreement supercedes any prior agreements or understandings, oral or written, with respect to the employment of Employee by Employer, and contains the entire understanding and agreement between the parties subject only to the terms and conditions of that certain letter agreement between Employer and Employee, granting Employee rights pursuant to the Employer's severance policy for its executive officers in the event of a change in control of Employer, as defined in such letter, which by its terms provides for a credit of any payments made pursuant to this Agreement against any payments due pursuant to such executive severance policy. This Agreement may not be amended, modified or supplemented in any respect, except by a subsequent written agreement entered into by the parties hereto. 10.5 NO THIRD PARTY BENEFICIARY. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person other than the parties hereto and their respective heirs, personal representatives, legal representatives, successors and assigns, any rights or remedies under or by reason of this Agreement. 10.6 WITHHOLDING. All compensation or amounts payable by Employer, or property to be distributed by Employer, to Employee pursuant to the provisions hereof may be net of an amount sufficient to satisfy withholding tax requirements of any government or governmental unit. 10.7 CAPTIONS. The section headings contained herein are for reference and convenience only and shall not affect the construction of any provision of this Agreement. 10.8 ARBITRATION. Any controversy or claim arising out of or relating to this Agreement, any interpretation hereof or breach hereof shall be resolved by binding arbitration in West Palm Beach, Florida and in accordance with the rules of the American Arbitration Association, and any judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. IN WITNESS WHEREOF, the parties hereto have executed or duly caused the execution of this Agreement as of the day and year above written. EMPLOYER: SERVICO, INC. a Florida corporation By: /s/David Buddemeyer Its: President EMPLOYEE: /s/ Karyn Marasco Karyn Marasco EX-11 3 PER SHARE EARNINGS 1 EXHIBIT 11 STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS (In Thousands, Except Per Share Data)
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------ ------------------ 1997 1996 1997 1996 ---- ---- ---- ---- PRIMARY Weighted average common shares outstanding 9,525 9,316 9,476 9,218 Net effect of dilutive stock options - based on the treasury stock method using average market price 428 485 468 446 ------- ------- ------- ------- Total 9,953 9,801 9,944 9,664 ======= ======= ======= ======= Income before extraordinary item $ 4,143 $ 3,250 $ 4,452 $ 5,486 Extraordinary item: Loss on early extinguishment of debt, net of income taxes (3,751) (202) (3,751) (202) ------- ------- ------- ------- Net income $ 392 $ 3,048 $ 701 $ 5,284 ======= ======= ======= ======= Per share amount: Income before extraordinary item $ .42 $ .33 $ .45 $ .57 Extraordinary item (.38) (.02) (.38) (.02) ------- ------- ------- ------- Net income $ .04 $ .31 $ .07 $ .55 ======= ======= ======= ======= FULLY DILUTED Weighted average common shares outstanding 9,525 9,316 9,476 9,218 Net effect of dilutive stock options- based on the treasury stock method using the period-end market price, if higher than average market price 428 500 468 450 ------- ------- ------- ------- Total 9,953 9,816 9,944 9,668 ======= ======= ======= ======= Income before extraordinary item $ 4,143 $ 3,250 $ 4,452 $ 5,486 Extraordinary item: Loss on early extinguishment of debt, net of income taxes (3,751) (202) (3,751) (202) ------- ------- ------- ------- Net income $ 392 $ 3,048 $ 701 $ 5,284 ======= ======= ======= ======= Per share amount: Income before extraordinary item $ .42 $ .33 $ .45 $ .57 Extraordinary item (.38) (.02) (.38) (.02) ------- ------- ------- ------- Net Income $ .04 $ .31 $ .07 $ .55 ======= ======= ======= =======
EX-15.1 4 ERNST & YOUNG LLP REVIEW REPORT 1 EXHIBIT 15.1 INDEPENDENT ACCOUNTANTS' REVIEW REPORT Board of Directors and Shareholders Servico, Inc. We have reviewed the accompanying condensed consolidated balance sheet of Servico, Inc. and subsidiaries as of June 30, 1997, the related condensed consolidated statements of income for the three-month and six-month periods ended June 30, 1997 and 1996, the condensed consolidated statement of stockholders' equity for the six-month period ended June 30, 1997 and the condensed consolidated statement of cash flows for the six-month periods ended June 30, 1997 and 1996. These financial statements are the responsibility of the Company's management. We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, which will be performed for the full year with the objective of expressing an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to the accompanying condensed consolidated financial statements referred to above for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet of Servico, Inc. and subsidiaries as of December 31, 1996, and the related consolidated statements of income, stockholders' equity and cash flows for the year then ended (not presented herein) and in our report dated February 13, 1997, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 1996 and the condensed consolidated statement of stockholders' equity for the year ended December 31, 1996 is fairly stated, in all material respects, in relation to the consolidated balance sheet and the consolidated statement of stockholders' equity from which they have been derived. /s/ Ernst & Young LLP July 31, 1997 EX-15.2 5 ERNST & YOUNG LLP LETTER 1 EXHIBIT 15.2 July 31, 1997 Board of Directors and Stockholders Servico, Inc. We are aware of the incorporation by reference in the Registration Statements (Form S-3 No. 333-27303, Form S-8 No. 33-60088, Form S-8 No. 33-60090, Form S-8 No. 33-81954, Form S-3 No. 33-78566 and Form S-3 No. 33-93658) of Servico, Inc. and subsidiaries for the registration of 11,500,000, 1,000,000, 150,000, 250,000, 1,620,100 and 800,000 shares, respectively, of its common stock of our report dated July 31, 1997 relating to the unaudited condensed consolidated interim financial statements of Servico, Inc. and subsidiaries which is included in its Form 10-Q for the quarter ended June 30, 1997. Pursuant to Rule 436(c) of the Securities Act of 1933, our report is not a part of the registration statements prepared or certified by accountants within the meaning of Section 7 or Section 11 of the Securities Act of 1933. Very truly yours, /s/ Ernst & Young LLP EX-27 6 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S CONDENSED CONSOLIDATED BALANCE SHEET AT JUNE 30, 1997 AND CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS CONTAINED IN THE COMPANY'S FORM 10-Q FOR THE PERIOD ENDING JUNE 30, 1997. 1,000 6-MOS DEC-31-1997 JAN-01-1997 JUN-30-1997 24,765 0 9,941 0 0 44,224 386,813 0 457,936 36,686 183,021 0 0 195 210,779 457,936 0 133,823 0 110,216 (15) 0 16,202 7,420 2,968 4,452 0 (3,751) 0 701 .07 .07
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