HOST MARRIOTT SERVICES CORP
8-K, 1999-01-27
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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


                                JANUARY 27, 1999





                       HOST MARRIOTT SERVICES CORPORATION




        DELAWARE                    1-14040                    52-193867
- ------------------------         ------------             ---------------------
(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 January 27, 1999  announcing  fourth  quarter 1998
         earnings and containing forward-looking statements.

          On January 27, 1999, the Company held a conference  call for investors
          and analysts  that  focused on 1998  earnings.  During the  conference
          call, the Company  stated that it expects 1999 EPS,  before the change
          in  accounting  for start-up  costs,  to range from $0.58 to $0.60 per
          diluted  share.  In  addition,   the  impact  of  adopting  SOP  98-5,
          "Reporting  on the Costs of  Start-Up  Activities,"  during  the first
          quarter  of 1999  will  result  in a  one-time,  after-tax  charge  of
          approximately  $0.7  million,  or $0.02  per  share,  in the form of a
          cumulative  effect of a change in  accounting  principle.  The Company
          expects to spend $4.0  million in external  costs to address Year 2000
          issues in 1999 with an  additional  $0.5  million to be spent in 2001.
          The impact of  incremental  Year 2000 costs on 1999 EPS is expected to
          be $0.05 per share.  The Year 2000 cost  estimates  do not include the
          potential  costs  to  repair  or  replace  non-information  technology
          equipment  that  may be  determined  to be  noncompliant.  The  EBITDA
          margin,  excluding Year 2000 costs, is expected to improve in 1999 due
          primarily to a recovery from the Northwest  pilots strike that occured
          in 1998.  Capital  investments in 1999 are forecasted at approximately
          $125.0 million,  of which  approximately  $35.0 million will be in new
          markets.

         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


   JANUARY 27, 1999                          /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 1998 NET INCOME OF $24.1 MILLION

BETHESDA,  MD,  JANUARY  27, 1999 -- Host  Marriott  Services  [NYSE:HMS]  today
reported net income for fiscal year 1998 of $24.1 million,  or $0.68 per diluted
share,  compared to net income of $20.8 million,  or $0.57 for fiscal year 1997.
Contributing to the year-over-year  increase in earnings were federal income tax
credits partially offset by asset adjustments required by SFAS No. 121. Revenues
for 1998 totaled $1.38 billion,  an increase of $93.0 million,  or 7% over 1997.
Earnings before interest, taxes,  depreciation,  amortization and other non-cash
items (EBITDA) was $125.7 million for 1998, compared to $125.4 million in 1997.

William W. McCarten,  President and Chief Executive Officer, noted, "We achieved
7% growth in revenues during a very challenging year for the airport  concession
industry.  This growth is clear evidence that our branding  strategy is working.
Earnings were impacted,  however,  by the Northwest strike,  the slowdown in the
Asian economy,  start-up costs  associated with our entry into the shopping mall
food court business,  as well as by extensive  construction  activity. We won or
extended contracts in our core markets with annual revenues of approximately $90
million,  added five new mall contracts with  annualized  revenues of nearly $50
million and were awarded our first airport food and beverage  contract in China.
Our new  business  pipeline is strong and we  continue  to be excited  about the
growth opportunities ahead of us."

The company  increased  its  contract  retention  rate to 82% for the last three
years and lengthened its weighted average remaining  contract life to 7.3 years.
Annualized  revenues  from new and extended  contracts  exceeded  revenues  from
exited  contracts  during  the same  three  year  period by  approximately  $100
million.


                                    - More -

                                       4

<PAGE>

                                                                     EXHIBIT 20
                                                                    PAGE 2 OF 5

Overall,  airport  concession  revenues grew by 8% or $72.0 million during 1998,
reflecting an estimated 2% growth in passenger enplanements and a 6% increase in
revenues  per  enplaned  passenger  ("RPE").  Operating  profit  in the  airport
business  line  increased  by  $0.8  million  or 1%  during  1998,  despite  the
significant  impact of the Northwest  Airlines pilots strike and of the economic
slowdown in Asia on certain airport locations.

Travel plaza  revenues  increased by $14.2  million or 5% during 1998.  Moderate
increases in menu prices,  the  introduction of new branded  concepts and higher
tollroad traffic,  due to low gasoline prices,  resulted in solid revenue growth
in this business  line.  Operating  profit in 1998 for the travel plaza business
line was up by $3.0 million or 13% over last year.

Revenues for 1998 in the shopping mall and  entertainment  business line were up
12% over a year ago.  The  openings of two new mall food courts in late 1998 and
the  full-year  impact  of two  mall  food  courts  that  opened  in  late  1997
contributed significantly to the revenue increase. Operating profit during 1998,
before unusual items, in the new shopping mall and  entertainment  business line
decreased  by  $2.0  million  compared  to  last  year,  reflecting  lower  than
anticipated  revenue  combined with start-up costs associated with the company's
entry into this new venue.

During  the  fourth  quarter  of 1998,  the  company  recorded  $5.9  million of
non-cash,  pretax  write-downs of impaired  long-lived  assets. The write-downs,
required  under SFAS No. 121,  included a $3.5  million  partial  impairment  of
certain  capitalized  system software costs and a $2.4 million impairment of one
shopping mall food court  contract.  During the fourth quarter of last year, the
company recorded a net $0.3 million non-cash, pretax charge against earnings for
unusual items.




                                    - More -

                                       5
<PAGE>

                                                                     EXHIBIT 20
                                                                     PAGE 3 OF 5

Excluding the effect of the unusual items noted above that were recorded in 1998
and 1997, the company's operating profit for 1998 was $65.5 million, compared to
$67.4 million in 1997. Further adjusting for the impact of the Northwest strike,
operating profit would have increased slightly in 1998 over 1997.

The company's 1998 income tax benefit  reflects the reversal of $11.1 million of
valuation reserves for certain tax credits, which the company has now determined
will be utilized prior to their expiration.  Similar income tax benefits of $1.9
million were recognized in 1997.

Net income for the fourth quarter of 1998 was $3.3 million, or $0.09 per diluted
share,  compared to net income of $1.1 million, or $0.03, for the fourth quarter
of 1997.  Revenues  totaled  $415.5  million for the fourth  quarter of 1998, an
increase of 7% over the same quarter in 1997.  EBITDA was $28.8  million for the
fourth quarter of 1998, a decrease of $3.1 million  compared to the same quarter
a year ago.

The company is adopting  Statement  of Position  98-5,  "Reporting  the Costs of
Start-up  Activities,"  in the first quarter of 1999.  Adoption of the statement
will result in a one-time,  after-tax charge of approximately  $0.7 million,  in
the form of a cumulative effect of a change in accounting principle. In addition
to the one-time charge,  the company also expects a  year-over-year  increase in
pretax start-up costs of $3.0 million  associated with the accounting change and
a higher level of development activity anticipated in 1999.

The company  estimates that it will spend $4.0 million in external costs in 1999
associated with its Year 2000 compliance program,  compared with $1.1 million in
Year 2000 expenditures in 1998.
                                    - 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, The Cheesecake Factory, Tie Rack and The Body Shop.

NOTES:
In fiscal year 1998,  the company  changed the  calculation of EBITDA to exclude
interest  income,  which is more  consistent with industry  standards.  Interest
income was subtracted from 1997 EBITDA for comparability purposes.

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 1999 and beyond;  the growth in total revenue for 1999
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>

                                                              SIXTEEN           SIXTEEN           FIFTY-TWO          FIFTY-TWO
                                                            WEEKS ENDED       WEEKS ENDED        WEEKS ENDED        WEEKS ENDED
                                                            JANUARY 1,         JANUARY 2,         JANUARY 1,        JANUARY 2,
                                                               1999             1998 (A)             1999            1998 (A)
- --------------------------------------------------------- ----------------- ------------------ ------------------ -----------------
<S>                                                              <C>                <C>               <C>              <C> 

OPERATING SUMMARY
REVENUES                                                          $ 415.5            $ 388.2          $ 1,377.6         $ 1,284.6 

OPERATING COSTS AND EXPENSES
    Operating costs                                                 405.7              375.3            1,312.1           1,217.2 
    Write-downs of long lived assets                                  5.9                4.2                5.9               4.2 
    Reversal of restructuring charges                                 ---               (3.9)               ---              (3.9)
- --------------------------------------------------------- ----------------- ------------------ ------------------ -----------------
         Total Operating Costs and Expenses                         411.6              375.6            1,318.0           1,217.5 
- --------------------------------------------------------- ----------------- ------------------ ------------------ -----------------

OPERATING PROFIT                                                      3.9               12.6               59.6              67.1 

    Interest expense                                                (12.2)             (12.2)             (39.9)            (39.8)
    Interest income                                                   0.5                1.2                2.5               3.7 
- --------------------------------------------------------- ----------------- ------------------ ------------------ -----------------

INCOME (LOSS) BEFORE INCOME TAXES                                    (7.8)               1.6               22.2              31.0 
Provision (benefit) for income taxes (B)                            (11.1)               0.5               (1.9)             10.2 
- --------------------------------------------------------- ----------------- ------------------ ------------------ -----------------

NET INCOME                                                       $    3.3            $   1.1            $  24.1           $  20.8 
- --------------------------------------------------------- ----------------- ------------------ ------------------ -----------------

INCOME PER COMMON SHARE
    Basic                                                         $  0.10            $  0.03           $   0.71          $   0.60 
    Diluted                                                         $0.09              $0.03             $ 0.68            $ 0.57 

Weighted Average Common Shares Outstanding
    Basic                                                            33.7               34.5               34.0              34.6 
    Diluted                                                          35.1               36.6               35.6              36.5 

EBITDA                                                            $  28.8            $  31.9           $  125.7          $  125.4 
- --------------------------------------------------------- ----------------- ------------------ ------------------ -----------------

REVENUES BY BUSINESS LINE
    Airports                                                      $ 301.2            $ 278.8            $ 985.5           $ 913.5 
    Travel Plazas                                                    94.3               89.2              326.7             312.5 
    Shopping Malls and Entertainment                                 20.0               20.2               65.4              58.6 
- --------------------------------------------------------- ----------------- ------------------ ------------------ -----------------
       Total revenues                                             $ 415.5            $ 388.2          $ 1,377.6         $ 1,284.6 
- --------------------------------------------------------- ----------------- ------------------ ------------------ -----------------

OPERATING PROFIT BY BUSINESS LINE (C)
    Airports                                                      $  22.7            $  25.1            $  95.1           $  94.3 
    Travel Plazas                                                     5.3                2.9               25.3              22.3 
    Shopping Malls and Entertainment                                  0.5                2.1                3.1               5.1 
- --------------------------------------------------------- ----------------- ------------------ ------------------ -----------------
       Total operating profit                                      $ 28.5             $ 30.1          $   123.5         $   121.7 
- --------------------------------------------------------- ----------------- ------------------ ------------------ -----------------

PERIOD END BALANCE SHEET DATA                                JANUARY 1,        January 2,
                                                                1999              1998
                                                          ----------------- ------------------
    Cash and cash equivalents                                    $   44.4           $   78.1 
    Total assets                                                    567.0              548.0 
    Short-term revolving credit                                      11.6                --- 
    Long-term debt                                                  405.9              405.8 
- --------------------------------------------------------- ----------------- ------------------ ------------------ -----------------

<FN>
(A)  Certain  minor  reclassifications  were  made to the prior  year  financial
statements to conform to the 1998  presentation. 
(B) The company's 1998 income tax benefit reflects the reversal of $11.1 million
($7.9 million in the fourth quarter) of valuation reserves for certain tax 
credits that the company has now determined will be utilized  prior to their  
expiration. Similar income tax benefits of $1.9 million were recognized in 1997.
(C) Before general and administrative expenses and unusual items.
</FN>
</TABLE>

                                       8



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