<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
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 Number 1-13719
PROMUS HOTEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware I.R.S. No. 62-1716020
(State of Incorporation) (I.R.S. Employer Identification No.)
755 Crossover Lane
Memphis, Tennessee 38117
(Address of principal executive offices)(Zip Code)
(901) 374-5000
(Registrant's telephone number, including area code)
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 the number of shares outstanding of each of the issuer's classes
of common stock, as of March 31, 1998.
Common Stock ................87,057,415 shares
Page 1 of 22
Exhibit Index Page 21
1
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PART I - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements
----------------------------
The accompanying unaudited consolidated condensed financial statements of
Promus Hotel Corporation (Promus or the Company), incorporated in the state of
Delaware, have been prepared in accordance with the instructions to Form 10-Q,
and therefore do not include all information and notes necessary for complete
financial statements in conformity with generally accepted accounting
principles. The results for the periods indicated are unaudited, but reflect
all adjustments (consisting only of normal recurring adjustments) which
management considers necessary for a fair presentation of operating results.
Results of operations for interim periods are not necessarily indicative of a
full year of operations. These consolidated condensed financial statements
should be read in conjunction with Promus' consolidated financial statements and
notes thereto included in the Company's 1997 Annual Report to Stockholders.
2
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Promus Hotel Corporation
Consolidated Balance Sheets
(in thousands, except share amounts)
(unaudited)
<TABLE>
<CAPTION>
December 31, March 31,
1997 1998
----------- ----------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 24,066 $ 52,012
Accounts receivable, net 78,941 86,096
Other 43,222 29,189
---------- ----------
Total current assets 146,229 167,297
---------- ----------
Property and equipment, net 960,231 1,041,839
Investments 250,688 251,320
Management and franchise contracts, net 440,568 439,095
Goodwill, net 374,500 400,133
Notes receivable 89,452 88,128
Investment in franchise system 50,421 49,817
Deferred costs and other assets 66,957 44,436
---------- ----------
$2,379,046 $2,482,065
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses $ 220,924 $ 210,801
Current portion of notes payable 46,020 46,488
---------- ----------
Total current liabilities 266,944 257,289
---------- ----------
Deferred income taxes 264,859 284,624
Notes payable 671,978 692,894
Other long-term obligations 79,530 79,652
---------- ----------
1,283,311 1,314,459
---------- ----------
Commitments and contingencies
Stockholders' equity:
Common stock, $0.01 par value. Authorized
500,000,000 shares; 86,118,141 and 87,057,415
shares issued and outstanding 861 871
Additional paid-in capital 856,008 887,809
Unearned employee compensation (70) (53)
Retained earnings 225,335 261,351
Accumulated other comprehensive income 13,601 17,628
---------- ----------
1,095,735 1,167,606
---------- ----------
$2,379,046 $2,482,065
========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated condensed
financial statements.
3
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Promus Hotel Corporation
Consolidated Statements of Operations
(in thousands, except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------
1997 1998
-------- --------
<S> <C> <C>
Revenues:
Franchise and management fees $ 40,817 $ 49,344
Owned hotel revenues 90,529 91,581
Leased hotel revenues 94,833 98,479
Purchasing and service fees 3,299 5,090
Other fees and income 30,008 10,049
-------- --------
Total revenues 259,486 254,543
-------- --------
Operating costs and expenses:
General and administrative expenses 23,067 18,535
Owned hotel expenses 56,626 57,666
Leased hotel expenses 86,696 89,259
Depreciation and amortization 18,276 19,180
-------- --------
Total operating costs and expenses 184,665 184,640
-------- --------
Operating income 74,821 69,903
Interest and dividend income 5,888 5,618
Interest expense, net (18,421) (15,305)
Gain (loss) on sale of real estate and securities 2,108 (4)
-------- --------
Income before income taxes and minority interest 64,396 60,212
Minority interest share of net income (656) (879)
-------- --------
Income before income taxes 63,740 59,333
Income tax expense (24,838) (23,317)
-------- --------
Net income $ 38,902 $ 36,016
======== ========
Net income per share
Basic $ 0.45 $ 0.42
======== ========
Diluted $ 0.44 $ 0.41
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated condensed
financial statements.
4
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Promus Hotel Corporation
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
---------------------------
1997 1998
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 38,902 $ 36,016
Adjustments to reconcile net income to net cash
provided by operations:
Payment of business combination expenses - (24,039)
Depreciation and amortization 18,276 19,180
Other non-cash expenses 5,845 (150)
Equity in earnings of nonconsolidated affiliates (1,821) (3,611)
Gain on sale of investments in partnerships
and affiliates (7,842) -
Loss (gain) on sale of real estate and securities (2,108) 4
Changes in assets and liabilities:
Increase in accounts receivable, net (3,757) (5,975)
(Increase) decrease in other current assets (53) 6,436
Increase in accounts payable and accrued expenses 20,616 26,593
(Increase) decrease in deferred costs and other assets (665) 99
Increase (decrease) in other long-term
obligations and deferred income taxes (509) 1,431
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 66,884 55,984
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (18,623) (42,890)
Purchase of Harrison Conference Associates - (61,150)
Purchase of Red Lion Hotels, Inc. (10,999) -
Proceeds from sale of investments 13,951 2,115
Investments in and advances to partnerships and affiliates (20,375) (8,626)
Distributions from partnerships and affiliates 1,642 16,568
Net investment in management and franchise contracts 1,188 (118)
Escrow deposits used for development - 20,537
Loans to owners of managed and franchised hotels (4,839) (4,976)
Collections of loans to owners of managed and
franchised hotels 3,895 5,824
Net investment in franchise system (1,768) 498
Other 548 (727)
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (35,380) (72,945)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of common stock options 676 23,768
Net activity under revolving credit facilities (14,100) 21,500
Principal payments on notes payable (12,146) (361)
Other (47) -
-------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (25,617) 44,907
-------- --------
Net increase in cash and cash equivalents 5,887 27,946
Cash and cash equivalents, beginning of period 29,288 24,066
-------- --------
Cash and cash equivalents, end of period $ 35,175 $ 52,012
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated condensed
financial statements.
5
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - MARCH 31, 1998 (UNAUDITED)
- - ----------------------------------------------------------------------
NOTE 1 - BASIS OF PRESENTATION
- - ------------------------------
On December 19, 1997, Doubletree Corporation (Doubletree) and Promus Hotel
Corporation (PHC) merged in accordance with the Agreement and Plan of Merger
(the Merger Agreement or the Merger) by and among Doubletree, PHC and Parent
Holding Corp., a newly-formed corporation jointly owned by Doubletree and PHC.
This transaction was accounted for as a pooling-of-interests and, accordingly,
the accompanying consolidated financial statements have been restated to combine
the historical results of both Doubletree and PHC for all periods presented.
Concurrent with consummation of the Merger, PHC was renamed Promus Operating
Company, Inc. and Parent Holding Corp. was renamed Promus Hotel Corporation.
Promus Hotel Corporation and subsidiaries are collectively referred to herein as
Promus or the Company.
The accompanying consolidated financial statements include the accounts of
the Company and its majority-owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated. The preparation of financial
statements in accordance with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenues and expenses, and the disclosure of contingent
assets and liabilities. While management endeavors to make accurate estimates,
actual results could differ from these estimates. Certain financial statement
items from prior years have been reclassified to achieve consistency in
presentation between Doubletree and PHC.
During the first quarter of 1998, Promus adopted the provisions of
Statement of Financial Accounting Standard No. 130, "Reporting Comprehensive
Income." The standard requires that entities include within their financial
statements information on comprehensive income, which is defined as all activity
impacting equity from non-owner sources. For Promus, comprehensive income is
comprised exclusively of changes in the unrealized gains, net of gains realized,
on its investments in common stock. Other comprehensive income, net of tax, for
the three months ended March 31, 1997 and 1998 was $2,207,000 and $4,366,000,
respectively.
NOTE 2 - NATURE OF OPERATIONS
- - -----------------------------
Through its wholly-owned subsidiaries, Promus franchises and manages hotels with
the following brands: Club Hotel by Doubletree, Doubletree Hotels, Doubletree
Guest Suites, Embassy Suites, Hampton Inn, Hampton Inn & Suites and Homewood
Suites. Promus may also own all or a portion of these hotels or lease these
hotels from others. In addition, Promus leases and manages hotels that are not
Promus-branded. At March 31, 1998, Promus franchises 893 hotels and operates
334 hotels, of which 56 hotels are wholly-owned, 22 are partially-owned through
joint ventures, 82 are leased from third parties and 174 are managed for third
parties. These hotels are located in all 50 states, the District of Columbia,
Puerto Rico, the U.S. Virgin Islands and six foreign countries. The Company
also operates and licenses vacation interval ownership systems under the Embassy
Vacation Resort and Hampton Vacation Resort names.
Promus' primary focus is to develop, grow and support its franchise and
management business. Promus' primary sources of revenues are from the
operations of owned and leased hotels, franchise royalty fees and management
fees. Promus charges franchisees a royalty fee of up to four percent of room
revenues. Management fees are based on a percentage of the managed hotels'
gross revenues, operating profits, cash flow, or a combination thereof.
Generally, the Company is also reimbursed for certain costs
6
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associated with providing central reservations, sales, marketing, accounting,
data processing, internal audit and employee training services to hotels.
NOTE 3 - BUSINESS COMBINATIONS
- - ------------------------------
Doubletree/Promus Merger
- - ------------------------
The Company was formed on December 19, 1997, as a result of the Merger of
Doubletree and PHC. As a result of the Merger Agreement, (i) Doubletree and PHC
became wholly-owned subsidiaries of Promus; (ii) each outstanding share of
common stock of Doubletree was converted into one share of common stock of
Promus; and (iii) each outstanding share of PHC common stock was converted into
0.925 of a share of common stock of Promus. The Merger qualified as a tax free
exchange and was accounted for as a pooling-of-interests. Historical financial
results of Doubletree and PHC have been combined for all periods presented.
The results of operations for the separate companies and the pro forma
combined results presented in the accompanying consolidated financial statements
are as follows (in thousands):
(Unaudited)
Three months ended
March 31, 1997
------------------
Revenues:
Doubletree $183,180
PHC 76,306
--------
Combined $259,486
========
Net Income:
Doubletree $ 15,182
PHC 23,720
--------
Combined $ 38,902
========
In connection with the Merger, the Company recorded a $115.0 million provision
for business combination expenses in December 1997. At March 31, 1998,
$39.3 million relating to these obligations was classified within current
liabilities.
Acquisition of Harrison Conference Associates, Inc.
- - ---------------------------------------------------
In January 1998, the Company acquired Harrison Conference Associates, Inc.
(Harrison) for approximately $61.2 million cash, including acquisition costs, in
a transaction accounted for as a purchase. Harrison is a leading conference
center operator with over 1,200 rooms under management, including two owned and
seven managed properties.
7
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NOTE 4 - INVESTMENTS
- - --------------------
Investments consist of the following (in thousands):
December 31, March 31,
1997 1998
----------- --------
Hotel partnerships $168,884 $163,949
Investments in common stock (at market) 63,304 68,871
Convertible preferred stock 18,500 18,500
-------- --------
$250,688 $251,320
======== ========
The Company's non-controlling general and/or limited partnership interests in
hotel partnerships range from less than 1.0% to 50.0%. Investments in common
stock are carried at market value. Promus' cost of these investments at March
31, 1998 was approximately $39.6 million.
NOTE 5 - NOTES PAYABLE
- - ----------------------
Promus' indebtedness consists of the following (in thousands):
December 31, March 31,
1997 1998
----------- --------
Promus Facility $607,050 $628,550
Mortgages, LIBOR plus 1.5% - 8.0%, maturities
through 2005 85,037 84,862
Convertible rate term loan 20,000 20,000
Notes payable and other unsecured debt, 8.4%-13.0%,
maturities through 2022 5,911 5,970
-------- --------
717,998 739,382
Current portion of notes payable (46,020) (46,488)
-------- --------
$671,978 $692,894
======== ========
Derivative Financial Instruments
- - --------------------------------
In order to manage its interest rate sensitivity, Promus maintains several
interest rate swap agreements which serve to convert a portion of the Promus
Facility from a floating to a fixed rate. At March 31, 1998, the fair value of
Promus' swap agreements, which Promus would have been required to pay to
terminate them, was approximately $2.8 million.
8
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NOTE 6 - EARNINGS PER SHARE
- - ---------------------------
The following table reflects Promus' weighted average common shares outstanding
and the impact of its dilutive common share equivalents (in thousands):
Three months ended March 31,
---------------------------
1997 1998
------ ------
Basic weighted average shares outstanding 87,097 86,415
Effect of dilutive securities:
Restricted stock 10 -
Stock options and warrants 1,313 1,224
------ ------
Diluted weighted average shares outstanding 88,420 87,639
====== ======
Options to purchase approximately 17,000 and 2,000 shares of common stock were
outstanding at March 31, 1997 and 1998, respectively, but were not included in
the above computations of diluted weighted average outstanding shares because
the options' exercise prices were greater than the average market price of the
common shares.
NOTE 7 - STOCK OPTIONS
- - ----------------------
The 1997 Equity Participation Plan (the Plan) allows options to be granted to
key personnel to purchase shares of the Company's stock at a price not less than
the current market price at the date of grant. The options vest annually and
ratably over a four year period from the date of grant and expire ten years
after the grant date. An aggregate of 10,000,000 shares have been authorized
for issuance under the Plan. In addition, shares existing prior to the Merger
under Doubletree and PHC's former plans were converted into options under the
Plan. These converted options were issued with identical remaining terms and
conditions, except such options were immediately vested, in accordance with the
terms of the prior plans. The Plan also provides for the issuance of stock
appreciation rights, restricted stock or other awards. As of March 31, 1998,
approximately 7,752,000 options were outstanding under the Plan.
NOTE 8 - SUPPLEMENTAL CASH FLOW INFORMATION
- - -------------------------------------------
Cash paid for interest, net of interest capitalized, amounted to $15.5 million
and $9.4 million for the three months ended March 31, 1997 and 1998,
respectively. Cash paid for income taxes, net of refunds received, amounted to
$1.6 million and $(0.9) million for the three months ended March 31, 1997 and
1998, respectively.
NOTE 9 - SUBSEQUENT EVENT
- - -------------------------
In April 1998, RFS Hotel Investors, Inc. (RFS REIT), the lessor of 56 hotels to
the Company, announced that they had entered into an agreement in which Equity
Inns, Inc. would acquire RFS REIT. In connection with this proposed
transaction, RFS REIT has informed the Company that they intend to terminate the
Company's leasehold interests. The lease agreement requires, in the event of a
termination, that the Company receive a termination payment based on the fair
market value of the remaining term of the leases (approximately 12 years). This
payment is expected to be at least $95.0 million. In 1997, 47.1% and 49.1% of
leased hotel revenues and leased hotel expenses, respectively, were realized
from leasing hotels from RFS REIT. These leases contributed approximately 5.9%
of the Company's 1997 operating income. The transaction, if consummated and the
9
<PAGE>
leases terminated, is not expected to have a material impact on earnings after
considering the reinvestment of the proceeds.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- - ------------------------------------------------------------------------
On December 19, 1997, Doubletree Corporation (Doubletree) and Promus Hotel
Corporation (PHC) merged in a transaction that qualified as a tax free exchange
and was accounted for as a pooling-of-interests; accordingly, the accompanying
consolidated financial statements and financial information contained herein
have been restated to combine the historical results of both Doubletree and PHC
for all periods presented.
As of March 31, 1998, the Promus hotel system contained 1,227 hotels,
representing over 182,000 hotel rooms, in all 50 states, the District of
Columbia, Puerto Rico, the U.S. Virgin Islands and six foreign countries.
Promus brands include some of America's premier hotel products, including Club
Hotels by Doubletree, Doubletree Hotels, Doubletree Guest Suites, Embassy
Suites, Hampton Inn, Hampton Inn & Suites and Homewood Suites. The Promus
system also includes certain properties that are not Promus-branded.
Of these 1,227 hotels, 893 are owned and operated by franchisees, and 334
are operated by the Company. Depending on the hotel brand, Promus charges each
franchisee royalty fees of up to four percent of suite or room revenues in
exchange for the use of one of its brand names and franchise-related services.
Company operated properties include 56 wholly-owned hotels, 82 leased hotels, 22
hotels partially-owned through joint ventures and 174 hotels managed for third
parties. As a manager of hotels, Promus is typically responsible for
supervising or operating the hotel in exchange for fees based on a percentage of
the hotel's gross revenues, operating profits, cash flow, or a combination
thereof. The Company's results of operations for owned and leased hotels
reflect the revenues and expenses of these hotel operations.
Promus also licenses seven vacation interval ownership properties under the
Embassy Vacation Resort and Hampton Vacation Resort brand names, for which the
Company earns franchise fees on net interval sales and on revenues related to
the rental of interval units. Promus also earns management fees for its role as
manager of some of the vacation resort properties.
Promus' primary focus is to grow its franchise and management businesses,
while limiting its ownership of real estate. The Company owns a mix of
Promus-brand hotels that can enhance its role as manager and franchisor for its
brands, but periodically sells hotels as opportunities arise to realize a
hotel's appreciated value.
RESULTS OF OPERATIONS
- - ---------------------
The principal factors which affect Promus' results are: continued growth in the
number of system hotels; occupancy and room rates achieved by hotels; the
relative mix of owned, leased, managed and franchised hotels; and Promus'
ability to manage costs. The number of rooms at franchised and managed
properties and revenue per available room (RevPAR) significantly affect Promus'
results because franchise royalty and management fees are generally based upon a
percentage of room revenues. Increases in franchise royalty and management fee
revenues have a favorable impact on Promus' operating margin due to minimal
incremental costs associated with this type of revenue.
10
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Though its revenues come from various sources, nearly all components of
Promus' revenues are favorably impacted by system-wide increases in RevPAR. On
a comparable hotel basis, RevPAR increases were as follows:
Revenue per Available Room
Comparable Hotels (a)
Three months ended March 31,
---------------------------
1997 1998 Increase
------ ------ --------
Doubletree Hotels $74.20 $80.58 8.6%
Red Lion hotels converted
to Doubletree Hotels (b) 58.03 59.07 1.8%
Embassy Suites 83.51 89.09 6.7%
Hampton Inn 41.39 43.51 5.1%
Hampton Inn & Suites 49.80 56.58 13.6%
Homewood Suites 68.38 72.99 6.7%
Other hotels (c) 53.02 56.36 6.3%
(a) Revenue statistics are for comparable hotels, and include information only
for those hotels in the system as of March 31, 1998 and managed or franchised by
PHC or managed by Doubletree since January 1, 1997. Doubletree franchised
hotels are not included in the statistical information.
(b) Include results for the 4 Red Lion hotels converted to the Doubletree brand
on April 1, 1997 and the 36 Red Lion hotels converted to the Doubletree brand on
July 1, 1997.
(c) Includes results for the 16 Red Lion hotels that have not been converted to
the Doubletree brand as well as the results for comparable hotels managed under
other franchisors' brands or as independent hotels.
Three Months Ended March 31, 1998 Compared with Three Months Ended
March 31, 1997
- - ------------------------------------------------------------------
1998 first quarter revenues decreased 1.9%, or $4.9 million, from 1997 levels,
to $254.5 million.
Revenues from franchise and management fees increased $8.5 million, or
20.9%, due to growth in the number of franchised and managed properties as well
as improved performance at existing franchised and managed properties. The
number of franchised properties increased by 152 properties, or 20.5%, to 893
hotels at March 31, 1998, as compared with March 31, 1997. First quarter 1998
included 16 new management contracts (net of terminations) as compared with
first quarter 1997. New contracts represented 55.3% of the year-over-year
increase in franchise and management fees. Incentive management fees increased
41.4% in 1998 to approximately $7.5 million.
Owned hotel revenues for the first quarter increased 1.2%, or $1.1 million,
from the prior year. Revenues from newly opened or acquired hotels, including
the Harrison Conference Associates, Inc. (Harrison) hotels, and higher revenues
from comparable hotels, were substantially offset by the effects of hotel sales
which occurred during the last half of 1997. Owned hotel expenses increased by
1.8%, or $1.0 million in 1998 as compared to 1997, and operating margins
decreased slightly from 37.4% in 1997 to 37.0% in 1998, largely due to newly
opened hotels replacing the mature hotels that were sold in 1997.
Leased hotel revenues increased $3.6 million, or 3.8%, in first quarter
1998, due to property performance improvements and the impact of a full year of
operations for 1997 additions. Leased hotel expenses increased 3.0% from the
1997 levels, also primarily due to the increase in the number of leased
properties. The operating margin on leased hotels increased from 8.6% in 1997
to 9.4% in 1998.
11
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Purchasing and service fees increased 54.3%, or $1.8 million, over 1997
levels, due to an increase in the number of preferred vendor programs, whereby
the Company earns an administrative fee as opposed to purchasing and reselling
goods, combined with improvements related to the integration of existing
purchasing programs. Revenues are also increasing as Promus makes its preferred
vendor programs available to all system hotels.
Other fees and income decreased $20.0 million, or 66.5%, in the 1998 first
quarter as compared with the prior year. During 1997, the Company realized a
break-up fee of $10.9 million (net of expenses) resulting from the terminated
Renaissance transaction, a gain of $3.0 million from the sale of the Company's
management rights for a planned hotel in Atlantic City and $7.8 million in gains
from the sale of joint venture hotels. Excluding these unusual items, other
fees and income increased $1.8 million or 22%, due to an increase in earnings
from unconsolidated joint ventures.
General and administrative expenses decreased $4.5 million, or 19.6%, in
1998. The first quarter of 1997 included a $5.5 million charge related to the
establishment of certain long-term executive compensation programs. Excluding
this charge, general and administrative expenses increased $1.0 million, of
which $0.4 million relates to Harrison. The Company expects to realize annual
savings of $15.0 to $20.0 million in general and administrative costs after the
integration of Doubletree and PHC is complete. Depreciation and amortization
increased 4.9%, or $0.9 million, in first quarter 1998, due primarily to the
acquisition of Harrison in early January 1998.
Interest and dividend income decreased slightly in the 1998 period,
primarily due to lower dividend income resulting from sales during 1997 of
portions of the Company's common stock investments. Interest expense decreased
16.9% in 1998 as compared to 1997, primarily due to lower overall borrowing
costs. The Company's current interest rate is more favorable than Doubletree
and PHC's borrowing rates prior to the Merger.
In 1996, in connection with strategic alliances with three publicly traded
real estate investment trusts (REITs), Promus purchased common stock and limited
partnership interests in these REITs. During the first quarter of 1997, Promus
sold portions of its common stock holdings in two of these REITs and recognized
a pre-tax gain of $2.1 million.
1998 operating results reflect an overall tax rate of 39.3%, compared with
an overall rate of 39.0% for the 1997 period. Minority interest share of net
income reflects the profits allocable to third party owners of consolidated
joint venture hotels, and remained consistent between the first quarter periods.
Net income and earnings per diluted share for the three months ended March
31, 1998 were $36.0 million and $0.41, respectively, compared to $38.9 million
and $0.44 for 1997. Comparison of these operating results is difficult due to
the inclusion in 1997 of certain unusual items. 1997 unusual items include the
$10.9 million breakup fee received in connection with the terminated Renaissance
Hotel Group transaction, gains of $10.8 million on the sale of two joint venture
hotels and Promus' management rights for a hotel under development, a gain of
$2.1 million on the sale of securities, and $5.5 million of expenses for the
establishment of long-term compensation plans. Excluding these items, net
income and earnings per diluted share for 1997 would have been $27.7 million and
$0.31, respectively.
12
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Overall
- - -------
Excluding the effect of unusual items, Promus' operating income increased 19.4%
to $69.9 million in first quarter 1998 from $58.5 million in 1997. Though
increases in operating income are in part due to revenue growth, growth has also
come from the changing mix of Promus' business. Due to the size and strength of
Promus' infrastructure and systems, openings of additional franchised or managed
properties require fewer incremental costs, and the growth which has occurred in
Promus' franchise and management portfolio over the past several years has
served to improve overall operating profitability.
DEVELOPMENT
- - -----------
Hotels
- - ------
Promus is an industry leader in hotel development. In the first three months of
1998, the Company added 28 net hotels and 3,538 net rooms to its hotel system,
compared to the addition of 45 net hotels and 5,648 net rooms during first
quarter 1997. Net room additions, by brand, are as follows:
Net Rooms Added
---------------------------
Three Months Ended March 31,
---------------------------
1997 1998
------ ------
Doubletree Hotels 2,993 487
Hampton Inn 3,065 2,015
Hampton Inn & Suites 635 480
Embassy Suites 547 200
Homewood Suites 91 799
Other (1,683) (443)
------ -----
5,648 3,538
====== =====
Hampton Inn continued to lead the Company's unit growth, with 18 franchised
properties added during the quarter. Promus will continue growing the Hampton
Inn brand as demand from franchisees and guests remains strong, but the pace of
Hampton Inn approvals has declined slightly, in part because of the supply
growth over the past several years in Hampton Inn's mid-price market segment.
Doubletree added 487 rooms during first quarter 1998, due primarily to the
addition of 2 new management contracts. The greatest percentage growth came
within the Homewood Suites and Hampton Inn & Suites brands, which added 799
rooms and 480 rooms, respectively, during the quarter, representing 15.2% and
13.9% increases in these brands' total rooms. The 1998 decrease in other rooms
represents the termination of leases on five independent hotels.
During first quarter 1997, Doubletree added 11 new hotels containing 2,993
rooms. Four of these additions, containing 1,339 rooms, resulted from the
conversion of 4 Red Lion hotels to the Doubletree brand (these conversions also
account for the decrease in other rooms).
Promus' pipeline as of March 31, 1998 contained 378 properties that were
either in the design or construction phase, as follows:
13
<PAGE>
Under
Construction/ In
Conversion Design Total
------------ ------ -----
Hampton Inn 108 114 222
Homewood Suites 24 20 44
Hampton Inn & Suites 22 21 43
Embassy Suites 8 20 28
Doubletree Hotels 7 10 17
Club Hotels by Doubletree 6 10 16
Doubletree Guest Suites - 4 4
Other 4 - 4
--- --- ---
179 199 378
=== === ===
The 378 properties in the development pipeline represent almost 50,000 rooms.
Twenty eight of the properties within the pipeline are being developed by the
Company to be sold to strategic alliance partners or for operation as Company
owned hotels; the remainder are being developed by franchisees.
Promus plans to actively pursue development opportunities for all its
brands. This development is expected to come through both the ground-up
construction of new hotels discussed above and the acquisition of management
contracts and/or existing hotels. In addition, Promus is assessing the market
position of individual properties/markets, and could consider repositioning some
hotels by rebranding existing properties or acquiring or selling selected
properties.
Strategic Alliances and Acquisitions
- - ------------------------------------
Subsequent to March 31, 1998, Promus announced an agreement with FelCor under
which Promus will manage five Embassy Suites hotels and one Doubletree hotel
that are being purchased by FelCor. These hotels, all of which were previously
franchised properties, will operate under 20-year license agreements and 10-year
management contracts. Under the terms of this agreement, Promus has guaranteed
payment of 12.5% of the first year's rent to the lessee in order to capitalize
the lessee for REIT purposes.
In January 1998, Promus announced its acquisition of Harrison Conference
Associates, Inc. (Harrison) for $61.2 million in cash, including acquisition
costs. Harrison is a leading conference center operator with over 1,200 rooms
under management, including two owned and seven managed properties.
14
<PAGE>
Vacation Resorts
- - ----------------
The Company has two licensed Promus Vacation Resort (PVR) products: Embassy
Vacation Resorts and Hampton Vacation Resorts. PVR statistics are as follows:
December 31, March 31,
1997 1998
----------- --------
Total vacation resorts open 6 7
Total available timeshare units 1,046 1,216
Total available timeshare intervals 53,346 62,016
Total timeshare intervals sold* 10,304 12,033
*Includes presold intervals for resorts under construction
PVR also manages a non-branded resort property in Miami, Florida.
Other
- - -----
In addition to ground-up development of hotels, strategic alliances with others,
and incentives provided to hotel owners as a means of obtaining franchise and
management contracts, the Company pursues other means of system growth,
including strategic hotel acquisitions. The hotel industry is in an intense
period of consolidation, which is expected to continue for several more years.
Promus is well positioned to take advantage of these unique market conditions
and may, from time to time, pursue attractive opportunities as they arise.
CAPITAL SPENDING
- - ----------------
The Company expects to spend between $250.0 million and $300.0 million during
1998, excluding the Harrison purchase, to fund hotel and resort development,
refurbish existing facilities, support its hotel management and business
systems, loan funds to hotel owners, invest in joint ventures and pursue other
corporate related projects. If the Company identifies other significant
acquisition and/or investment opportunities, 1998 capital spending could
increase from these planned levels. In order to maintain Promus' quality
standards, ongoing refurbishment of existing company owned and leased hotel
properties will continue in 1998 with estimated annual expenditures of
approximately $40.0 million. Promus' capital expenditures totaled $117.4
million for the three months ended March 31, 1998.
Cash necessary to finance projects currently identified, as well as
additional projects to be pursued by Promus, will be made available from
operating cash flows, the revolving credit facility, joint venture partners,
specific project financing, sales of existing hotel assets and/or investments
and, if necessary, Promus debt and/or equity offerings.
LIQUIDITY AND CAPITAL RESOURCES
- - -------------------------------
Operating cash flow decreased $10.9 million in first quarter 1998 from 1997
levels. This decrease is primarily due to the payment of $24.0 million of
business combination expenses in the current year, partially offset by higher
income before unusual items. Though net income was higher in the 1997 period,
prior year results included $9.9 million in nonoperating pre-tax gains from
property sales, along with $8.4 million in other pre-tax income, which was of a
nonrecurring nature.
15
<PAGE>
Cash flows used in investing activities increased in 1998 from 1997 levels,
due to the 1998 $61.2 million purchase of Harrison and the acquisition of two
Homewood Suites hotels for $17.9 million, partially offset by higher
distributions from partnerships and affiliates and the release of escrow
deposits.
Financing activities served as a net source of cash during 1998 as a result
of proceeds from the exercise of stock options and increased borrowing
(primarily for the purchase of Harrison).
On March 31, 1998, the Company had a working capital deficit of
$90.0 million, compared to a $120.7 million deficit that existed at December 31,
1997. Included with the current portion of notes payable is a hotel mortgage
that matures during 1998 and is currently being refinanced.
The Company's cash management program uses all excess cash to pay down
amounts outstanding under the Promus Facility. Promus does not believe that the
current ratio is an appropriate measure of its short-term liquidity without
considering the aggregate availability of its capital resources. Promus
believes that these resources, consisting of strong operating cash flow,
available borrowings under the Promus Facility, and Promus' ability to obtain
additional financing through various financial markets, are sufficient to meet
its liquidity needs.
YEAR 2000
- - ---------
With the approach of the year 2000, there has been concern over the impact of
this event on computer systems worldwide. Promus has assessed the impact of the
year 2000 on its business, and does not believe this event will materially or
adversely affect its future operations, financial results or financial position.
FORWARD LOOKING STATEMENTS
- - --------------------------
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward looking statements. Certain information included in this document
and other materials filed or to be filed by the Company with the Securities and
Exchange Commission (as well as information included in oral statements or other
written statements made or to be made by the Company) contains statements based
on management's beliefs and assumptions, which are based on information
currently available to management. Forward looking statements include
information relating to, and may be impacted by changes in, the following
activities, among others: (A) operations of existing hotel properties, including
the effects of competition and customer demand, which can impact future
performance; (B) changes in the size of Promus' hotel system, including
anticipated scope and opening dates of new developments and planned future
capital spending; (C) relationships with third parties, including franchisees,
lessors, hotel owners, lenders and others; (D) litigation or other judicial
actions; (E) changes in the economy; and (F) adverse changes in interest rates
for both Promus and its franchisees and business partners. These activities
involve important factors, some of which are beyond Promus' ability to control
and predict, that could cause actual results to differ materially from those
expressed in any forward looking statements made by or on behalf of the Company.
Any forward looking statements are made pursuant to the Private Securities
Litigation Reform Act of 1995 and, as such, speak only as of the date made.
16
<PAGE>
<TABLE>
<CAPTION>
PERFORMANCE STATISTICS
Number of Hotels Number of Rooms
-------------------- -------------------
March 31, March 31,
------------ Increase -------------- Increase
1997 1998 (Decrease) 1997 1998 (Decrease)
---- ---- -------- ------ ----- --------
<S> <C> <C> <C> <C> <C> <C>
Doubletree Hotels
Company owned 2 16 14 529 4,749 4,220
Leased 10 18 8 2,789 4,805 2,016
Joint venture (a) 3 3 - 812 812 -
Management contract 68 85 17 18,935 23,998 5,063
Franchised 38 49 11 8,624 10,935 2,311
---- ---- --- ------ ------ ------
121 171 50 31,689 45,299 13,610
==== ==== === ====== ====== ======
Embassy Suites
Company owned 9 6 (3) 2,025 1,299 (726)
Joint venture (a) 21 19 (2) 5,470 4,946 (524)
Management contract 47 53 6 11,459 13,087 1,628
Franchised 61 65 4 14,240 14,959 719
---- ---- --- ------ ------ ------
138 143 5 33,194 34,291 1,097
==== ==== === ====== ====== ======
Hampton Inn
Company owned 12 11 (1) 1,654 1,506 (148)
Leased 19 19 - 2,359 2,359 -
Joint venture (a) 19 - (19) 2,376 - (2,376)
Management contract 5 7 2 678 929 251
Franchised 595 707 112 63,536 74,808 11,272
---- ----- --- ------ ------ ------
650 744 94 70,603 79,602 8,999
==== ===== === ====== ====== ======
Hampton Inn & Suites
Management contract 1 2 1 127 287 160
Franchised 21 32 11 2,354 3,647 1,293
---- ----- --- ----- ------ ------
22 34 12 2,481 3,934 1,453
==== ===== === ===== ======== ======
Homewood Suites
Company owned 8 14 6 891 1,584 693
Management contract 4 4 - 471 471 -
Franchised 26 40 14 2,628 4,007 1,379
---- ---- --- ----- ----- ------
38 58 20 3,990 6,062 2,072
==== ==== === ===== ===== ======
Other Hotels
Company owned 21 9 (12) 5,259 1,320 (3,939)
Leased 54 45 (9) 8,907 6,848 (2,059)
Management contract 33 23 (10) 9,190 4,984 (4,206)
----- ----- --- ------ -------- ------
108 77 (31) 23,356 13,152 (10,204)
===== ===== === ====== ======== ======
Total System
Company owned 52 56 4 10,358 10,458 100
Leased 83 82 (1) 14,055 14,012 (43)
Joint venture (a) 43 22 (21) 8,658 5,758 (2,900)
Management contract 158 174 16 40,860 43,756 2,896
Franchised 741 893 152 91,382 108,356 16,974
----- ----- --- ------- ------- ------
1,077 1,227 150 165,313 182,340 17,027
===== ===== === ======= ======= ======
</TABLE>
(a) For statistical purposes only, the Company classifies unconsolidated joint
ventures in which it holds less than a 20% interest as management contracts and
consolidated joint ventures in which it owns more than a 50% interest as
Company owned.
17
<PAGE>
<TABLE>
<CAPTION>
Managed Franchised Total
--------------- --------------- ----------------
March 31, March 31, March 31,
--------------- --------------- ----------------
1997 1998 1997 1998 1997 1998 Increase
------ ------ ------ ------ ------ ------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
Promus Vacation Resorts (a)
Resort properties 2 4 1 3 3 7 4
Timeshare units 164 342 207 874 371 1,216 845
Timeshare intervals available 8,364 17,442 10,557 44,574 18,921 62,016 43,095
Timeshare intervals sold (b) 3,562 6,963 1,729 5,070 5,291 12,033 6,742
</TABLE>
(a) 1997 statistics do not include 40 non-branded resort units managed by
Promus.
(b) Includes pre-sales for resorts under construction but not yet open.
<TABLE>
<CAPTION>
Three months ended March 31, (a)
----------------------------
1997 1998 Change
------- ------- ------
<S> <C> <C> <C>
Doubletree Hotels
Occupancy 70.2% 70.8% 0.6 pts
ADR $105.65 $113.89 7.8 %
RevPAR $ 74.20 $ 80.58 8.6 %
Red Lion Hotels converted
to Doubletree Hotels (b)
Occupancy 64.9% 64.4% (0.5)pts
ADR $ 89.39 $91.71 2.6 %
RevPAR $ 58.03 $59.07 1.8 %
Embassy Suites
Occupancy 72.8% 73.0% 0.2 pts
ADR $114.71 $121.98 6.3 %
RevPAR $ 83.51 $ 89.09 6.7 %
Hampton Inn
Occupancy 66.4% 66.3% (0.1)pts
ADR $ 62.37 $ 65.63 5.2 %
RevPAR $ 41.39 $ 43.51 5.1 %
Hampton Inn & Suites
Occupancy 65.2% 69.3% 4.1 pts
ADR $ 76.40 $81.60 6.8 %
RevPAR $ 49.80 $56.58 13.6 %
Homewood Suites
Occupancy 73.3% 74.8% 1.5 pts
ADR $ 93.25 $ 97.56 4.6 %
RevPAR $ 68.38 $ 72.99 6.7 %
Other Hotels (c)
Occupancy 67.2% 67.3% 0.1 pts
ADR $ 78.90 $ 83.79 6.2 %
RevPAR $ 53.02 $ 56.36 6.3 %
</TABLE>
(a) Revenue statistics are for comparable hotels, and include information only
for those hotels in the system as of March 31, 1998 and managed or
franchised by PHC or managed by Doubletree since January 1, 1997.
Doubletree franchised hotels are not included in the statistical
information.
(b) Includes results for the 4 Red Lion hotels converted to the Doubletree
brand on April 1, 1997 and the 36 Red Lion hotels converted to the
Doubletree brand on July 1, 1997.
(c) Includes results for the 16 Red Lion hotels that have not been converted to
the Doubletree brand as well as the results for comparable hotels managed
under other franchisors' brands or as independent hotels.
18
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
----------------------------------------
(a) Exhibits
EX-11 Computation of Per Share Earnings. (1)
EX-27 Financial Data Schedule. (1)
(b) No reports on Form 8-K were filed during the quarter ended March 31, 1998.
- - --------
Footnotes
File No. 1-13719.
(1) Filed herewith.
19
<PAGE>
Signature
---------
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.
PROMUS HOTEL CORPORATION
May 11, 1998 By: WILLIAM L. PEROCCHI
-----------------------------
William L. Perocchi
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer and
Duly Authorized Officer)
20
<PAGE>
Exhibit Index
-------------
Sequential
Exhibit No. Description Page No.
- - ------------ ---------------------------------------- ----------
(a) EX-11 Computation of Per Share Earnings. (1) 22
(b) EX-27 Financial Data Schedule. (1)
(c) No reports on Form 8-K were filed during the quarter ended
March 31, 1998.
- - --------
Footnotes
(1) Filed herewith.
21
<PAGE>
Exhibit 11
PROMUS HOTEL CORPORATION
COMPUTATIONS OF PER SHARE EARNINGS
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three months ended March 31,
1997 1998
-------- --------
<S> <C> <C>
Net income $38,902 $36,016
======= =======
Basic Earnings per Share:
Weighted average outstanding shares 87,097 86,415
======= =======
Net income $ 0.45 $ 0.42
======= =======
Diluted Earnings per Share:
Weighted average outstanding shares 87,097 86,415
Effect of dilutive securities:
Restricted stock 10 -
Stock options and warrants 1,313 1,224
------- -------
Weighted average shares assuming
conversion 88,420 87,639
======= =======
Net income $ 0.44 $ 0.41
======= =======
</TABLE>
22
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 52,012
<SECURITIES> 0
<RECEIVABLES> 86,096
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 167,297
<PP&E> 1,041,839
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,482,065
<CURRENT-LIABILITIES> 257,289
<BONDS> 692,894
0
0
<COMMON> 871
<OTHER-SE> 1,166,735
<TOTAL-LIABILITY-AND-EQUITY> 2,482,065
<SALES> 0
<TOTAL-REVENUES> 254,543
<CGS> 0
<TOTAL-COSTS> 184,640
<OTHER-EXPENSES> 4
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,305
<INCOME-PRETAX> 59,333
<INCOME-TAX> 23,317
<INCOME-CONTINUING> 36,016
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 36,016
<EPS-PRIMARY> .42
<EPS-DILUTED> .41
</TABLE>
