SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B - 25
COMMISSION FILE NUMBER _________
NOTIFICATION OF LATE FILING
(Check One): /x/Form 10-K /_/Form 11-K /_/Form 20-F /_/Form 10-Q
For Period Ended: December 31, 1999
/_/ Form N-SAR
/_/ Transition Report on Form 10-K /_/ Transition Report on Form 10-Q
/_/ Transition Report on Form 20-F /_/ Transition Report on Form N-SAR
/_/ Transition Report on Form 11-K
For the Transition Period Ended:__________________________________________
Read attached instruction sheet before preparing form. Please print or
type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification related to a portion of the filing checked above,
identify the item(s) to which the notification relates:_________________________
________________________________________________________________________________
PART I
REGISTRANT INFORMATION
Full name of registrant Lodgian, Inc.
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Former name if applicable
________________________________________________________________________________
Address of principal executive office (Street and number)
3445 Peachtree Road N.E., Suite 700
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City, state and zip code Atlanta, Georgia 30326
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PART II
RULE 12B-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
/x/ (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
/x/ (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed
on or before the 15th calendar day following the prescribed due date;
or the subject quarterly report or transition report on Form 10-Q, or
portion thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
/_/ (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
The Company's financial statements were not completed on or before the
date on which the Company's Annual Report on Form 10-K for the year ended
December 31, 1999, was required to be filed as a result of delays in the
preparation of the Registrant's audit for the year then ended. The delay was
caused in part by certain non-recurring charges described below in Part IV(3).
The Company is currently in the process of finishing its audit and believes at
this time that the audit will be completed, and its Annual Report on Form 10-K
will be filed, within the grace period provided for under Rule 12b-25.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Kenneth R. Posner 404 365-4469
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s).
/x/ Yes /_/ No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
/x/ Yes /_/ No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
The Company's 1999 year-end results include several non-recurring and
one-time pre-tax charges in an amount not to exceed $75 million. These charges
are largely non-cash and predominantly consist of an asset impairment charge,
primarily relating to hotels the Company has targeted for sale. This estimate
also includes a charge in conjunction with the application of the market value
method of accounting for goodwill, as well as other non-recurring charges,
including an increase in the provision for uncollectible receivables,
professional fees and a provision for items related to litigation matters.
Because of the impact of these charges, the Company expects to report a fourth
quarter net loss substantially greater than the 12-14 cent estimate previously
announced by the Company.
Lodgian, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date March 30, 2000 By /s/ Kenneth R. Posner
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Kenneth R. Posner,
Chief Financial Officer
