HOST MARRIOTT SERVICES CORP
8-K, 1997-07-15
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                   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


                              JULY 15, 1997





                   HOST MARRIOTT SERVICES CORPORATION




       DELAWARE                     1-14040                  52-1938672
- ------------------------         ------------           ----------------------
(State of Incorporation)         (Commission               (I.R.S. Employer 
                                 File Number)           Identification Number)




                          6600 ROCKLEDGE DRIVE
                        BETHESDA, MARYLAND 20817
                             (301) 380-7000











<PAGE>


ITEM 1.  CHANGES IN CONTROL OF REGISTRANT.

         None.


ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.

         None.


ITEM 3.  BANKRUPTCY OR RECEIVERSHIP.

         None.


ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         None.


ITEM 5.  OTHER EVENTS.

         News Release dated July 15, 1997 announcing  second quarter results and
         containing forward looking statements


ITEM 6.  RESIGNATIONS OF REGISTRANT'S DIRECTORS.

         None.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         EXHIBIT NO.
              20           News Release dated July 15, 1997


ITEM 8.  CHANGE IN FISCAL YEAR.

         None.


                                   2


<PAGE>


                              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.




                                     HOST MARRIOTT SERVICES CORPORATION

    JULY 15, 1997                          /S/ BRIAN W. BETHERS
- ---------------------          -------------------------------------------------
        Date                                  Brian W. Bethers
                               Senior Vice President and Chief Financial Officer




                                        3






                                                                 EXHIBIT 20
                                                                 PAGE 1 OF 4


FOR IMMEDIATE RELEASE

                                                FOR MORE INFORMATION:
                                                MEDIA INQUIRIES:
                                                WENDY WATKINS:  (301) 380-7903
                                                INVESTOR RELATIONS:
                                                SHARON WHITING:  (301) 380-7215
                                                HTTP://WWW.HMSCORP.COM
                                                1-888-380-HOST


     HOST MARRIOTT SERVICES REPORTS 55% GAIN IN SECOND QUARTER NET INCOME

                     STOCK REPURCHASE PROGRAM ANNOUNCED

         BETHESDA,  MD, JULY 15, 1997 -- Host Marriott Services [NYSE:HMS] today
reported net income for the second quarter of 1997 of $5.1 million, or $0.14 per
share,  compared  to net income of $3.3  million,  or $0.09 per  share,  for the
second quarter of 1996. Earnings before interest expense,  taxes,  depreciation,
amortization  and other non-cash items (EBITDA) was $30.7 million for the second
quarter of 1997, an increase of 9% over EBITDA of $28.1 million reported for the
second  quarter of 1996.  Revenues for the second  quarter of 1997  increased by
$2.6 million, or 1%, to $292.6 million compared to revenues of $290.0 million in
the second quarter of 1996.
         The company  reported  net income for the first two quarters of 1997 of
$0.8 million,  or $0.02 per share,  as compared to a net loss of ($1.6) million,
or ($0.05) per share,  for the first half of 1996.  EBITDA for the first half of
1997 grew to $45.6  million,  increasing by 12% over the $40.7 million of EBITDA
posted over the comparable  period in 1996.  Revenues  increased by 1% to $555.7
million for the first two quarters of 1997 from $549.8 million in 1996.
         The  company's  concessions   operations,   both  in  airports  and  on
tollroads,  are significantly affected by the various travel seasons. Traffic is
generally  the  strongest  in the  summer  vacation  months,  particularly  from
Memorial Day through Labor Day, which results in seasonally strong third quarter
earnings.


                                 - More -

                                        4


<PAGE>

                                                                 EXHIBIT 20
                                                                 PAGE 2 OF 4
ADD 1
HOST MARRIOTT SERVICES REPORTS 55% GAIN IN SECOND QUARTER NET INCOME

         William W. McCarten,  President and Chief Executive Officer,  noted, "I
am very  pleased  with our cash flow and bottom  line  results  achieved  in the
second  quarter and first half of 1997. We anticipate a strong third quarter and
expect continued  improvement in operating performance over the remainder of the
year."
         The  company's  operating  profit  increased  by 11%  during the second
quarter of 1997 to $16.6  million from $15.0  million for the second  quarter of
1996. This  improvement is  attributable  to several cost reduction  initiatives
begun in 1996,  which  improved the operating  profit margin to 5.7% from 5.2% a
year ago. Operating profit increased to $17.9 million for the first two quarters
of 1997 from $15.3 million in 1996, an increase of 17%. The company's  operating
profit margin increased to 3.2% for the first half of 1997 from 2.8% in 1996.
         Airport concession  revenues grew by $1.2 million, or 1%, in the second
quarter of 1997. Excluding the effects of several  noncomparable  contracts (new
contracts,  contracts  with  significant  changes  in  scope  of  operation  and
contracts undergoing  significant  construction of new facilities),  revenues at
comparable domestic airport locations, which represent over 90% of the company's
total  revenues,  grew by 6% during the second  quarter of 1997 despite  weather
related benefits in 1996.  Increased  revenues during the second quarter of 1997
reflect  an  estimated  5% growth in  passenger  enplanements  at the  company's
comparable domestic airport locations.
     Travel  plaza  revenues  increased  by $1.5  million  or 2% for the  second
quarter of 1997. This increase reflects minimal traffic growth.
         The company also  disclosed in a separate  press release today that its
Board of Directors has  authorized  the repurchase of up to $15.0 million of the
company's  stock on the open market.  The shares may be used in connection  with
employee stock ownership plans or for general  corporate  purposes.  The company
expects  to fund  the  repurchase  program  with  available  cash  and  does not
anticipate any change in its expansion plan.
         Also in a separate press release today,  the company  announced that it
signed an agreement with The Mills Corporation  [NYSE:MLS] to lease the food and
beverage  facilities at a new 1.4 million square foot Mills mega-mall opening in
the middle of 1999 near Charlotte,  North Carolina. This project will be similar
in size and  scope to the  company's  first two mall  agreements  with The Mills
Corporation  at Ontario Mills in Southern  California  (which opened in November
1996) and at Grapevine  Mills in Dallas,  Texas (which is scheduled to open late
this year).
                                - More -


                                   5

<PAGE>


                                                                EXHIBIT 20
                                                                PAGE 3 OF 4

ADD 2
HOST MARRIOTT SERVICES REPORTS 55% GAIN IN SECOND QUARTER NET INCOME

         During the  second  quarter  of 1997,  the  company  also  announced  a
ten-year  agreement with Simon DeBartolo  Group,  the nation's  largest shopping
mall developer,  to operate and manage the food court at the Independence Center
Mall in Kansas City,  Missouri.  This is the first contract that the company has
obtained to renovate an existing  mall.  Also during the second  quarter of this
year,  the  company  was  unanimously  recommended  by the Little  Rock  Airport
Commission  for  extensions  of its food and  beverage  and retail  leases.  The
company is in the process of  negotiating  the terms of these lease  extensions.
During the quarter,  minor contracts at Columbus  Airport and Des Moines Airport
expired.
         Host Marriott  Services,  with its worldwide  headquarters in Bethesda,
Maryland,  is the leading food, beverage and retail concessionaire at nearly 200
travel and entertainment  venues,  with  approximately  23,000 employees in five
countries around the globe.  Host Marriott Services is best known for its custom
solutions  business  approach  that combines  internationally  known brands with
regional favorites in airports,  travel plazas, shopping malls and entertainment
attractions.  Many of the company's concessions operate under license agreements
with branded partners such as Burger King, Starbucks Coffee, Pizza Hut, Chili's,
T.G.I.  Friday's,  Cinnabon,  TCBY, Sbarro, Taco Bell, Cheers,  California Pizza
Kitchen, Tie Rack and The Body Shop.
         CERTAIN MATTERS DISCUSSED WITHIN THIS NEWS RELEASE ARE  FORWARD-LOOKING
STATEMENTS  WITHIN THE MEANING OF THE PRIVATE  LITIGATION REFORM ACT OF 1995 AND
AS SUCH MAY INVOLVE KNOWN AND UNKNOWN  RISKS,  UNCERTAINTIES,  AND OTHER FACTORS
WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF HOST MARRIOTT
SERVICES TO BE DIFFERENT FROM ANY FUTURE  RESULTS,  PERFORMANCE OR  ACHIEVEMENTS
EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS.  ALTHOUGH HOST MARRIOTT
SERVICES BELIEVES THE EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING  STATEMENTS
ARE  BASED  UPON  REASONABLE  ASSUMPTIONS,  IT CAN  GIVE NO  ASSURANCE  THAT ITS
EXPECTATIONS WILL BE ATTAINED. THESE RISKS ARE DETAILED FROM TIME TO TIME IN THE
COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.


                           --Table Follows--


                                   6


<PAGE>

                                                                  EXHIBIT 20
                                                                  PAGE 4 OF 4


                   HOST MARRIOTT SERVICES CORPORATION
                CONSOLIDATED OPERATING RESULTS (UNAUDITED)
                 (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>

                                                              TWELVE              TWELVE          TWENTY-FOUR         TWENTY-FOUR
                                                            WEEKS ENDED        WEEKS ENDED        WEEKS ENDED         WEEKS ENDED
                                                             JUNE 20,            JUNE 14,           JUNE 20,           JUNE 14,
                                                               1997              1996 (A)             1997             1996 (A)
- -------------------------------------------------------- ------------------- ------------------ ------------------------------------
<S>                                                              <C>                   <C>                <C>               <C>

OPERATING SUMMARY
REVENUES                                                           $ 292.6            $ 290.0            $ 555.7          $ 549.8

OPERATING COSTS AND EXPENSES                                         276.0              275.0              537.8            534.5
- -------------------------------------------------------- ------------------- ------------------ ------------------ -----------------

OPERATING PROFIT                                                      16.6               15.0               17.9             15.3

    Interest expense                                                  (9.2)              (9.3)             (18.4)           (18.5)
    Interest income                                                    1.0                0.1                1.8              0.4 
- -------------------------------------------------------- ------------------- ------------------ ------------------ -----------------

INCOME (LOSS) BEFORE INCOME TAXES                                      8.4                5.8                1.3             (2.8)
Provision (benefit) for income taxes                                   3.3                2.5                0.5             (1.2)
- -------------------------------------------------------- ------------------- ------------------ ------------------ -----------------

NET INCOME (LOSS)                                                  $   5.1             $  3.3             $  0.8          $  (1.6)
- -------------------------------------------------------- ------------------- ------------------ ------------------ -----------------

INCOME (LOSS) PER COMMON SHARE                                      $ 0.14             $ 0.09             $ 0.02          $ (0.05)

Weighted Average Common Shares Outstanding
    Primary                                                           36.2               35.3               36.2             32.9 
    Fully-Diluted                                                     36.3               35.3               36.3             32.9 

EBITDA                                                             $  30.7            $  28.1            $  45.6          $  40.7 
- -------------------------------------------------------- ------------------- ------------------ ------------------ -----------------

REVENUES BY BUSINESS LINE
    Airports                                                       $ 206.8            $ 205.6            $ 404.7          $ 401.0 
    Travel Plazas                                                     72.8               71.3              125.5            123.2 
    Shopping Malls and Entertainment                                  13.0               13.1               25.5             25.6 
- -------------------------------------------------------- ------------------- ------------------ ------------------ -----------------

       Total revenues                                              $ 292.6            $ 290.0            $ 555.7          $ 549.8 
- -------------------------------------------------------- ------------------- ------------------ ------------------ -----------------

OPERATING PROFIT BY BUSINESS LINE (B)
    Airports                                                       $  21.2            $  19.9            $  38.0          $  35.6 
    Travel Plazas                                                      5.9                5.2                2.3              1.8 
    Shopping Malls and Entertainment                                   1.5                1.7                2.1              1.9 
- -------------------------------------------------------- ------------------- ------------------ ------------------ -----------------
       Total operating profit                                     $   28.6           $   26.8           $   42.4          $  39.3 
- -------------------------------------------------------- ------------------- ------------------ ------------------ -----------------

PERIOD END BALANCE SHEET DATA                                 JUNE 20, 1997      June 14, 1996
                                                         ------------------- ------------------
    Cash and cash equivalents                                     $   67.9           $   49.8 
    Total assets                                                     550.2              528.1 
    Long-term debt                                                   406.8              406.9 
- -------------------------------------------------------- ------------------- ------------------ ------------------ -----------------
<FN>

(A)  Certain  minor  reclassifications  were  made to the prior  year  financial
        statements to conform to the 1997 presentation.
(B)  Before general and administrative expenses.

</FN>
</TABLE>
                                        7



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