HOST MARRIOTT SERVICES CORP
8-K, 1998-10-08
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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


                                 OCTOBER 8, 1998





                       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.

         Press Release dated October 8, 1998 announcing  third quarter  earnings
         and containing forward-looking statements.

         On October 8, 1998,  the Company held a conference  call for  investors
         and analysts  that focused on third quarter 1998  earnings.  During the
         conference  call,  the Company  stated that,  barring a downturn in the
         U.S. economy and a decline in its projected enplanement growth rate, it
         expects  revenue  growth of  approximately  8% and earnings per diluted
         share in the  range of $0.77 - $0.79  for the  1999  fiscal  year.  The
         Company's profit margins will need to increase slightly to achieve this
         rate of growth. The 1999 earnings per diluted share projection does not
         include the impact of  adopting  SOP 98-5,  "Reporting  on the Costs of
         Start-Up Activities." The adoption of this new statement of position is
         required in the first quarter of 1999 and requires all previously
         capitalized start-up costs to be expensed at the beginning of the 1999
         fiscal year and all future start-up costs to be expensed as incurred.

         The  statements  described  above and made during the  conference  call
         concerning the Company's outlook for 1999, the growth in total revenues
         and earnings per diluted share for 1999,  projected  enplanement growth
         rates,  economic  growth  forecasts and similar  statements  concerning
         events   and   expectations   that  are  not   historical   facts   are
         "forward-looking  statements"  within the meaning of federal securities
         laws.  These  forward-looking  statements are subject to numerous risks
         and  uncertainties,  including the effects of seasonality,  airline and
         tollroad industry fundamentals,  general economic conditions (including
         the current economic downturn in Asia), the potential adverse impact of
         the Year 2000 issue on operations,  competitive forces within the food,
         beverage and retail  concessions  industries,  and the  availability of
         cash  flow  to  fund  future  capital   expenditures.   Forward-looking
         statements are inherently uncertain,  and investors must recognize that
         actual results could differ  materially from those expressed or implied
         by  the   statements.   A  detailed   discussion  of  these  risks  and
         uncertainties  is contained in the company's 1997 Annual Report on Form
         10-K filed with the Securities and Exchange Commission.


ITEM 6.  RESIGNATIONS OF REGISTRANT'S DIRECTORS.

         None.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         None.


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

  OCTOBER 8, 1998                             /S/ BRIAN W. BETHERS
- ------------------             -------------------------------------------------
       Date                                     Brian W. Bethers
                               Senior Vice President and Chief Financial Officer




                                       3


                                                                    EXHIBIT 20
                                                                    PAGE 1 OF 5

    HOST MARRIOTT SERVICES REPORTS THIRD QUARTER NET INCOME OF $18.5 MILLION

                 COMPANY ALSO ANNOUNCES THREE NEW MALL CONTRACTS

BETHESDA,  MD,  OCTOBER  8,  1998 -- Host  Marriott  Services  [NYSE:HMS]  today
reported net income for the third quarter of 1998 of $18.5 million, or $0.52 per
diluted share,  compared to net income of $18.9 million,  or $0.52 for the third
quarter of 1997.  Revenues for the third quarter of 1998 totaled $362.2 million,
an increase of $21.5  million,  or 6% over the third  quarter of 1997.  Earnings
before interest expense,  taxes,  depreciation,  amortization and other non-cash
items  (EBITDA)  was $49.5  million for the third  quarter of 1998,  compared to
EBITDA of $50.4 million for the third quarter of 1997.

As the company has previously announced, during the third quarter, the company's
airport business line was negatively  impacted by the Northwest  Airlines pilots
strike.  The impact was most evident in Northwest's hub locations in Minneapolis
/ St. Paul,  Detroit and Memphis,  where the airline accounts for  approximately
75%-80% of total  enplanements.  In addition,  the slowdown in the Asian economy
has  negatively  impacted a number of the company's  international  locations as
well as its duty-free  operations in several key gateway  airports in the United
States.  The Northwest  strike and the Asian slowdown had an estimated  combined
negative effect on earnings per share of $0.05.

William W. McCarten,  President and Chief Executive Officer, noted, "We are very
pleased  that the  Northwest  strike  has  been  settled  and that our  sales at
Northwest  locations have returned to close to pre-strike  levels. Our long-term
fundamentals and growth  prospects remain strong,  as demonstrated by our recent
success  in signing  three mall  contracts  and  adding  Shenzhen,  China to our
international portfolio."
                                    - More -

                                        4

<PAGE>
                                                                    EXHIBIT 20
                                                                    PAGE 2 OF 5


Net income for the first three quarters of 1998  increased to $20.8 million,  or
$0.58 per diluted share,  compared to net income of $19.7 million, or $0.54, for
the first three quarters of 1997.  Revenues totaled $962.1 million for the first
three quarters of 1998, which  represented a 7% increase over the same period in
1997.  EBITDA grew to $98.9  million for the first  three  quarters of 1998,  an
increase of 3% over the comparable period in 1997.

Operating  profit  for the third  quarter of 1998 was $35.2  million,  down from
$36.6 million last year,  reflecting the impact of the Northwest  strike and the
economic slowdown in Asia. Operating profit for the first three quarters of 1998
increased to $55.7 million compared to $54.5 million in 1997, an increase of 2%,
also reflecting the factors noted above.

The company's  effective  income tax rate for the third quarter of 1998 and 1997
was 30.5% and 32.7%, respectively. The effective rates reflect benefits recorded
to recognize  utilization of certain tax credits previously  projected to expire
unrealized.

Overall,  airport  concession  revenues grew by 7% or $15.3  million  during the
third quarter of 1998.  Revenues at comparable domestic airports also grew by 7%
during the third quarter of 1998, reflecting an estimated 4% growth in passenger
enplanements  and a 3% increase  in revenues  per  enplaned  passenger  ("RPE").
Revenues at  comparable  domestic  airports  comprise  over 85% of the company's
total domestic  airport  revenues.  Operating profit during the third quarter in
the airport  business line  decreased by $2.8 million or 9%,  primarily from the
negative impact of the Northwest strike and the economic slowdown in Asia.

Travel plaza  revenues  increased by $3.9 million or 4% for the third quarter of
1998.  An increase in tollroad  traffic due to low gasoline  prices,  as well as
moderate increases in menu prices resulted in

                                    - More -

                                       5

<PAGE>
                                                                    EXHIBIT 20
                                                                    PAGE 3 OF 5

solid revenue growth in this business  line.  For the third  quarter,  operating
profit in the travel plaza  business line was up by $800 thousand or 5% over the
same quarter of last year.

Revenues for the third  quarter of 1998 in the shopping  mall and  entertainment
business line were up 18% over a year ago. The openings of the  Grapevine  Mills
Mall and the Vista Ridge Mall food courts in late 1997 contributed significantly
to the increase. Operating profit for the third quarter in the shopping mall and
entertainment  business  line  increased by $200  thousand  compared to the same
period a year ago,  primarily  due to the  solid  performance  in  entertainment
concessions  which was partially  offset by start-up costs  associated  with new
mall contracts.

In separate press releases dated today, the company announced three new shopping
mall  food  court   contracts  with  combined   projected   annual  revenues  of
approximately $30 million. The first contract is a 12-year deal with The Taubman
Company to operate the food and beverage concessions in a 6,700 square foot food
court in the 1.0 million  square  foot  MacArthur  Center in Norfolk,  Virginia,
beginning in March of 1999. The second contract is a ten-year deal with Glimcher
Realty Trust to operate the food and  beverage  concessions  in a 10,800  square
foot food court in the 1.3 million square foot Jersey Gardens Mall in Elizabeth,
New Jersey, beginning in the late Fall of 1999. The third contract is a ten-year
deal with  Michael  Swerdlow  Companies,  Inc. to operate the food and  beverage
concessions  in a 9,000  square foot food court in the 1.4  million  square foot
Dolphin Mall in Miami-Dade County, Florida,  beginning in late 1999. The company
has now secured ten shopping mall food court  contracts  with terms of ten years
or more each with eight separate mall developers.

In August, the company announced a two-year 1.9 million share repurchase program
to offset  employee stock  ownership  plans.  To date, the company has purchased
approximately 900,000 shares under this new share repurchase program.

                                    - More -

                                       6

<PAGE>

                                                                    EXHIBIT 20
                                                                    PAGE 4 OF 5
                                  * * * * * * *

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  24,000 employees in seven 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  are  operated  under  license
agreements with branded partners such as Burger King,  Starbucks  Coffee,  Pizza
Hut, Chili's,  Cinnabon,  TCBY "Treats," Sbarro,  Taco Bell, Cheers,  California
Pizza Kitchen, Cool Planet, Tie Rack and The Body Shop.

NOTE:  The company's  results of operations  are  significantly  affected by the
various travel and shopping seasons. Customer traffic is generally the strongest
in the summer vacation months, particularly from Memorial Day through Labor Day,
which has  historically  produced  seasonally  strong  third  quarter  earnings.
Shopping mall food court  customer  traffic is generally the busiest  during the
fall and winter holiday season.

This press release contains  "forward-looking  statements" within the meaning of
federal securities laws,  including,  but not limited to, statements  concerning
the company's outlook for 1998 and beyond;  the growth in total revenue for 1998
and subsequent years;  business  strategies and anticipated  results and similar
statements  concerning  events and expectations  that are not historical  facts.
These   forward-looking   statements   are   subject  to   numerous   risks  and
uncertainties,  including  the  effects of  seasonality,  airline  and  tollroad
industry  fundamentals,  general  economic  conditions  (including  the  current
economic  downturn in Asia), the potential adverse impact of the Year 2000 issue
on  operations,   competitive  forces  within  the  food,  beverage  and  retail
concessions industries, and the availability of cash flow to fund future capital
expenditures. Forward-looking statements are inherently uncertain, and investors
must recognize that actual results could differ  materially from those expressed
or  implied  by the  statements.  A  detailed  discussion  of  these  risks  and
uncertainties  is contained  in the  company's  1997 Annual  Report on Form 10-K
filed with the Securities and Exchange Commission.

FOR MORE INFORMATION:
MEDIA INQUIRIES:              INVESTOR RELATIONS:         WEBSITE / TELEPHONE:
Wendy Watkins:                Sharon Whiting:             http://www.hmscorp.com
(301) 380-7903                (301) 380-7215              1-888-380-HOST

                                --Table Follows--

                                       7

<PAGE>
                                                                    EXHIBIT 20
                                                                    PAGE 5 OF 5


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

                                                              TWELVE              TWELVE           THIRTY-SIX         THIRTY-SIX
                                                            WEEKS ENDED        WEEKS ENDED        WEEKS ENDED         WEEKS ENDED
                                                           SEPTEMBER 11,      SEPTEMBER 12,      SEPTEMBER 11,       SEPTEMBER 12,
                                                               1998              1997 (A)             1998             1997 (A)
- -------------------------------------------------------- ------------------- ------------------ ------------------ -----------------
<S>                                                              <C>                 <C>                 <C>              <C>
OPERATING SUMMARY
REVENUES                                                           $ 362.2            $ 340.7            $ 962.1            $ 896.4 

OPERATING COSTS AND EXPENSES                                         327.0              304.1              906.4              841.9
- -------------------------------------------------------- ------------------- ------------------ ------------------ -----------------

OPERATING PROFIT                                                      35.2               36.6               55.7               54.5 

    Interest expense                                                  (9.3)              (9.2)             (27.7)             (27.6)
    Interest income                                                    0.7                0.7                2.0                2.5 
- -------------------------------------------------------- ------------------- ------------------ ------------------ -----------------

INCOME BEFORE INCOME TAXES                                            26.6               28.1               30.0               29.4 
Provision for income taxes                                             8.1                9.2                9.2                9.7 
- -------------------------------------------------------- ------------------- ------------------ ------------------ -----------------

NET INCOME                                                        $   18.5            $  18.9            $  20.8            $  19.7 
- -------------------------------------------------------- ------------------- ------------------ ------------------ -----------------

INCOME PER COMMON SHARE
    Basic                                                           $ 0.55             $ 0.54             $ 0.61             $ 0.57 
    Diluted                                                         $ 0.52             $ 0.52             $ 0.58             $ 0.54 

Weighted Average Common Shares Outstanding
    Basic                                                             34.1               34.7               34.2               34.6 
    Diluted                                                           35.7               36.6               35.8               36.4 

EBITDA                                                             $  49.5            $  50.4            $  98.9            $  96.0 
- -------------------------------------------------------- ------------------- ------------------ ------------------ -----------------

REVENUES BY BUSINESS LINE
    Airports                                                       $ 245.3            $ 230.0            $ 684.3            $ 634.7 
    Travel Plazas                                                    101.7               97.8              232.4              223.3 
    Shopping Malls and Entertainment                                  15.2               12.9               45.4               38.4 
- -------------------------------------------------------- ------------------- ------------------ ------------------ -----------------

       Total revenues                                              $ 362.2            $ 340.7            $ 962.1            $ 896.4 
- -------------------------------------------------------- ------------------- ------------------ ------------------ -----------------

OPERATING PROFIT BY BUSINESS LINE (B)
    Airports                                                       $  28.3            $  31.1            $  72.4            $  69.2 
    Travel Plazas                                                     17.9               17.1               20.0               19.4 
    Shopping Malls and Entertainment                                   1.2                1.0                2.6                3.0 
- -------------------------------------------------------- ------------------- ------------------ ------------------ -----------------
       Total operating profit                                     $   47.4           $   49.2           $   95.0           $   91.6 
- -------------------------------------------------------- ------------------- ------------------ ------------------ -----------------

PERIOD END BALANCE SHEET DATA                                 SEPTEMBER 11,      September 12,
                                                                1998               1997
                                                         ------------------- ------------------
    Cash and cash equivalents                                     $   77.5           $   93.2 
    Total assets                                                     573.5              571.2 
    Long-term debt                                                   406.1              406.4 
- -------------------------------------------------------- ------------------- ------------------ ------------------ -----------------
<FN>
(A)  Certain  minor  reclassifications  were  made to the prior  year  financial
statements to conform to the 1998 presentation.
(B) Before general and administrative expenses.
</FN>
</TABLE>


                                       8



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