<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM 10-Q/A NO. 1
(MARK ONE)
/X/ JOINT QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1998
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________________ TO ________________
<TABLE>
<S> <C>
COMMISSION FILE NUMBER 1-9319 COMMISSION FILE NUMBER 1-9320
PATRIOT AMERICAN HOSPITALITY, INC. WYNDHAM INTERNATIONAL, INC.
- ---------------------------------------------------- ----------------------------------------------------
(Exact name of registrant as specified in its (Exact name of registrant as specified in its
charter) charter)
</TABLE>
<TABLE>
<S> <C> <C> <C>
DELAWARE 94-0358820 DELAWARE 94-2878485
- ------------------------- ------------------------- ------------------------- -------------------------
(State or other (I.R.S. Employer (State or other (I.R.S. Employer
jurisdiction of Identification No.) jurisdiction of Identification No.)
incorporation or incorporation or
organization) organization)
1950 STEMMONS FREEWAY, 1950 STEMMONS FREEWAY,
SUITE 6001 SUITE 6001
DALLAS, TEXAS 75207 DALLAS, TEXAS 75207
- ------------------------- ------------------------- ------------------------- -------------------------
(Address of principal (Zip Code) (Address of principal (Zip Code)
executive offices) executive offices)
</TABLE>
<TABLE>
<S> <C>
(214) 863-1000 (214) 863-1000
- ---------------------------------------------------- ----------------------------------------------------
(Registrant's telephone number, including area code) (Registrant's telephone number, including area code)
N/A N/A
- ---------------------------------------------------- ----------------------------------------------------
(Former name, former address and former fiscal year, (Former name, former address and former fiscal year,
if changed since last report) if changed since last report)
</TABLE>
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 / /
The number of shares outstanding of each registrant's classes of common stock,
par value $.01 per share, as of the close of business on November 20, 1998, was
as follows:
<TABLE>
<S> <C>
REGISTRANT NUMBER OF SHARES
- ---------------------------------------------------- ----------------------------------------------------
Patriot American Hospitality, Inc. 179,232,121
Wyndham International, Inc. 179,232,121
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC.
WYNDHAM INTERNATIONAL, INC.
INDEX
PART I--FINANCIAL INFORMATION
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
ITEM 1. FINANCIAL STATEMENTS: (As amended March 15, 1999, to revise the Condensed Combined Statements of
Operations of Patriot American Hospitality, Inc. and Wyndham International, Inc., the Condensed
Consolidated Statements of Operations of Patriot American Hospitality, Inc. and Note 6.)
COMBINED PATRIOT AMERICAN HOSPITALITY, INC. AND WYNDHAM INTERNATIONAL, INC.:
Condensed Combined Balance Sheets as of September 30, 1998 (unaudited) and December 31, 1997............. 3
Condensed Combined Statements of Operations for the three months ended September 30, 1998 and 1997 and
the nine months ended September 30, 1998 and 1997 (unaudited).......................................... 4
Condensed Combined Statements of Cash Flows for the nine months ended September 30, 1998 and 1997
(unaudited)............................................................................................ 5
PATRIOT AMERICAN HOSPITALITY, INC.:
Condensed Consolidated Balance Sheets as of September 30, 1998 (unaudited) and December 31, 1997......... 6
Condensed Consolidated Statements of Operations for the three months ended September 30, 1998 and 1997
and the nine months ended September 30, 1998 and 1997 (unaudited)...................................... 7
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 1998 and 1997
(unaudited)............................................................................................ 8
WYNDHAM INTERNATIONAL, INC.:
Condensed Consolidated Balance Sheets as of September 30, 1998 (unaudited) and December 31, 1997......... 9
Condensed Consolidated Statements of Operations for the three months ended September 30, 1998 and 1997
and the nine months ended September 30, 1998 and the period from July 1, 1997 (inception of operations)
through September 30, 1997 (unaudited)................................................................. 10
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 1998 and the
period from July 1, 1997 (inception of operations) through September 30, 1997 (unaudited).............. 11
NOTES TO CONDENSED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1998 (UNAUDITED)............................... 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K: (As amended March 15, 1999, to revise Exhibit 27.1--Financial
Data Schedule--Patriot)
Exhibits................................................................................................. 40
Reports on Form 8-K...................................................................................... 40
SIGNATURES................................................................................................. 41
</TABLE>
2
<PAGE>
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PATRIOT AMERICAN HOSPITALITY, INC. AND
WYNDHAM INTERNATIONAL, INC.
CONDENSED COMBINED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
DECEMBER 31,
1997
SEPTEMBER 30, ------------
1998
-------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Investment in real estate and related improvements and land held for development,
net of accumulated depreciation of $198,810 in 1998 and $68,805 in 1997........... $ 5,661,769 $2,044,649
Cash and cash equivalents........................................................... 118,285 42,431
Restricted cash..................................................................... 29,112 5,005
Accounts and lease revenue receivable............................................... 210,766 57,046
Investment in unconsolidated subsidiaries........................................... 122,075 11,802
Mortgage notes and other receivables from unconsolidated subsidiaries............... 75,906 76,419
Other mortgage notes and other receivables.......................................... 39,383 12,983
Management contracts, net of accumulated amortization of $8,523 in 1998 and $1,574
in 1997........................................................................... 191,129 20,879
Leaseholds, net of accumulated amortization of $3,649 in 1998....................... 146,913 --
Trade names and franchise costs, net of accumulated amortization of $4,699 in 1998
and $122 in 1997.................................................................. 137,069 11,166
Goodwill, net of accumulated amortization of $14,562 in 1998 and $1,851 in 1997..... 537,436 126,007
Deferred expenses, net of accumulated amortization of $21,598 in 1998 and $2,097 in
1997.............................................................................. 94,041 21,417
Deferred acquisition costs.......................................................... 18,037 52,500
Inventories......................................................................... 24,553 10,450
Other assets........................................................................ 93,515 15,099
------------- ------------
Total assets.................................................................... $ 7,499,989 $2,507,853
------------- ------------
------------- ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Borrowings under line of credit facility, term loans, mortgage notes and capital
leases............................................................................ $ 3,803,808 $1,112,709
Accounts payable and accrued expenses............................................... 383,430 78,468
Dividends and distributions payable................................................. -- 27,636
Deposits............................................................................ 23,687 12,423
Due to unconsolidated subsidiaries.................................................. 7,764 7,304
Deferred income taxes............................................................... 87,636 9,550
Minority interest in the Operating Partnerships..................................... 281,049 220,177
Minority interest in consolidated subsidiaries...................................... 232,157 49,694
Commitment and contingencies
Shareholders' Equity:
Preferred stock, $0.01 par value, authorized: 100,000,000 shares each; shares
issued and outstanding: 8,423,230 shares in 1998................................ 85 --
Excess stock (paired shares), $0.01 par value, authorized: 750,000,000 shares
each; no shares issued and outstanding.......................................... -- --
Common stock (paired shares), $0.01 par value, authorized: 650,000,000 shares
each; issued and outstanding: 155,500,032 shares in 1998 and 73,276,716 shares
in 1997......................................................................... 3,110 1,466
Additional paid in capital........................................................ 2,927,752 1,070,973
Receivable from shareholders and affiliates....................................... (16,111) --
Unearned stock compensation, net of accumulated amortization of $10,756 in 1998
and $5,825 in 1997.............................................................. (13,877) (13,116)
Unrealized loss on securities available for sale.................................. (1,388) --
Unrealized foreign exchange gain.................................................. 4,323 --
Distributions in excess of retained earnings...................................... (223,436) (69,431)
------------- ------------
Total shareholders' equity...................................................... 2,680,458 989,892
------------- ------------
Total liabilities and shareholders' equity...................................... $ 7,499,989 $2,507,853
------------- ------------
------------- ------------
</TABLE>
See notes to condensed financial statements.
3
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC. AND
WYNDHAM INTERNATIONAL, INC.
CONDENSED COMBINED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------- ------------------------
1998 1997 1998 1997
---------- ---------- ------------ ----------
<S> <C> <C> <C> <C>
Revenue:
Hotel revenue................................................ $ 554,331 $ 30,271 $ 1,266,985 $ 30,271
Lease revenue................................................ 8,932 35,098 49,627 107,084
Racecourse facility revenue.................................. 9,955 10,861 34,945 10,861
Management fee and service fee income........................ 24,358 1,577 61,574 1,577
Interest and other income.................................... 6,274 3,831 12,949 4,963
---------- ---------- ------------ ----------
Total revenue.............................................. 603,850 81,638 1,426,080 154,756
---------- ---------- ------------ ----------
Expenses:
Hotel expenses............................................... 417,814 22,360 924,471 30,009
Racecourse facility operations............................... 8,810 9,213 29,667 9,213
General and administrative................................... 26,571 6,582 64,558 11,663
Interest expense............................................. 82,739 13,933 172,191 31,261
Cost of acquiring leaseholds and license agreements.......... 3,940 43,820 61,000 43,820
Treasury lock settlement..................................... 49,225 -- 49,225 --
Depreciation and amortization................................ 68,236 13,792 155,165 31,798
---------- ---------- ------------ ----------
Total expenses............................................. 657,335 109,700 1,456,277 157,764
---------- ---------- ------------ ----------
Operating loss................................................. (53,485) (28,062) (30,197) (3,008)
Equity in earnings of unconsolidated subsidiaries............ 1,888 1,395 7,375 4,488
---------- ---------- ------------ ----------
Income (loss) before income tax provision, minority interests
and extraordinary item....................................... (51,597) (26,667) (22,822) 1,480
Income tax provision......................................... (6,783) (94) (11,273) (94)
---------- ---------- ------------ ----------
Income (loss) before minority interests and extraordinary
item......................................................... (58,380) (26,761) (34,095) 1,386
Minority interest in the Operating Partnerships.............. 4,722 3,225 6,169 (1,309)
Minority interest in consolidated subsidiaries............... (4,500) (934) (7,514) (1,381)
---------- ---------- ------------ ----------
Loss before extraordinary item................................. (58,158) (24,470) (35,440) (1,304)
Extraordinary loss from early extinguishment of debt, net of
minority interest and income taxes......................... (1,257) (2,534) (31,817) (2,534)
---------- ---------- ------------ ----------
Net loss....................................................... $ (59,415) $ (27,004) $ (67,257) $ (3,838)
---------- ---------- ------------ ----------
---------- ---------- ------------ ----------
Basic loss per common Paired Share:
Loss before extraordinary item............................... $ (0.42) $ (0.40) $ (0.32) $ (0.03)
Extraordinary loss........................................... $ (0.01) $ (0.04) $ (0.26) $ (0.05)
---------- ---------- ------------ ----------
Net loss per common Paired Share........................... $ (0.43) $ (0.44) $ (0.58) $ (0.08)
---------- ---------- ------------ ----------
---------- ---------- ------------ ----------
Diluted loss per common Paired Share:
Loss before extraordinary item............................... $ (1.08) $ (0.40) $ (1.32) $ (0.03)
Extraordinary loss........................................... $ (0.01) $ (0.04) $ (0.26) $ (0.05)
---------- ---------- ------------ ----------
Net loss per common Paired Share........................... $ (1.09) $ (0.44) $ (1.58) $ (0.08)
---------- ---------- ------------ ----------
---------- ---------- ------------ ----------
</TABLE>
See notes to condensed financial statements.
4
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC. AND
WYNDHAM INTERNATIONAL, INC.
CONDENSED COMBINED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
---------------------
1998 1997
---------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss............................................................................... $ (67,257) $ (3,838)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation......................................................................... 120,864 30,539
Amortization of unearned stock compensation.......................................... 4,818 3,312
Amortization of deferred loan costs.................................................. 18,075 1,342
Amortization of management contracts and trade names................................. 15,523 469
Amortization of goodwill and other assets............................................ 18,778 911
Treasury lock settlement............................................................. 49,225 --
Cost of acquiring leaseholds and license agreements.................................. 55,638 43,820
Net payments collected from unconsolidated subsidiaries.............................. 5,976 1,951
Issuance of stock for bonuses and directors' fee..................................... 880 --
Equity in earnings of unconsolidated subsidiaries.................................... (7,375) (4,488)
Minority interest in income of Operating Partnerships................................ (6,169) 1,309
Minority interest in income of consolidated subsidiaries............................. 7,514 1,381
Deferred income taxes................................................................ (5,352) --
Extraordinary loss from early extinguishment of debt................................. 32,235 2,534
Changes in assets and liabilities:
Accounts and lease revenue receivable and other assets............................. (25,272) (32,567)
Inventories........................................................................ (1,137) --
Accounts payable and other accrued expenses........................................ 20,282 29,211
---------- ---------
Net cash provided by operating activities........................................ 237,246 75,886
---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of hotel properties and related working capital assets..................... (1,349,705) (546,876)
Improvements and additions to hotel properties......................................... (187,695) (53,761)
Net proceeds from real estate sales.................................................... 17,734 77,226
Cash received in acquisition of hotel leases........................................... 98,312 --
Acquisition of management contracts.................................................... (32,299) --
Collections on other notes receivable.................................................. 9,563 525
Increase in restricted cash accounts................................................... (8,283) (38,196)
Deferred acquisition costs............................................................. (34,780) (34,846)
Investment in unconsolidated subsidiaries.............................................. (13,985) (1,574)
Investment in mortgage and other notes receivable...................................... (3,688) (112,625)
Other.................................................................................. (1,467) --
---------- ---------
Net cash used in investing activities............................................ (1,506,293) (710,127)
---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under line of credit facility, term loans, mortgage notes and capital lease
obligations.......................................................................... 2,749,394 1,300,820
Repay borrowings under line of credit facility and other debt.......................... (1,524,481) (822,226)
Payment of deferred loan costs......................................................... (32,729) (18,723)
Proceeds from issuance of common stock................................................. 277,474 255,587
Payment of offering costs.............................................................. (3,805) (12,602)
Payment of merger costs................................................................ -- (11,414)
Contributions received from minority interest in consolidated subsidiaries............. 3,440 16,204
Collections on notes receivable from shareholders and affiliates....................... 2,999 --
Payments to redeem OP Units............................................................ -- (14,596)
Dividends and distributions paid....................................................... (131,038) (44,017)
Other.................................................................................. 3,647 119
---------- ---------
Net cash provided by financing activities........................................ 1,344,901 649,152
---------- ---------
Net increase in cash and cash equivalents................................................ 75,854 14,911
Cash and cash equivalents at beginning of period......................................... 42,431 6,604
---------- ---------
Cash and cash equivalents at end of period............................................... $ 118,285 $ 21,515
---------- ---------
---------- ---------
</TABLE>
See notes to condensed financial statements.
5
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
DECEMBER 31,
1997
SEPTEMBER 30, ------------
1998
-------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Investment in real estate and related improvements and land held for development,
net of accumulated depreciation of $173,105 in 1998 and $67,501 in 1997........... $ 5,052,378 $2,016,267
Cash and cash equivalents........................................................... 14,429 15,355
Restricted cash..................................................................... 24,601 5,005
Accounts and lease revenue receivable............................................... 15,636 14,458
Investment in unconsolidated subsidiaries........................................... 942,874 11,802
Mortgage notes and other receivables from unconsolidated subsidiaries............... 75,906 76,419
Subscription Notes receivable from Wyndham.......................................... 133,669 --
Notes and other amounts receivable from Wyndham..................................... 134,849 42,946
Other notes receivable.............................................................. 18,917 --
Investment in leaseholds, net of accumulated amortization of $3,310................. 128,777 --
Trade names, net of accumulated amortization of $313................................ 9,323 --
Goodwill, net of accumulated amortization of $3,348 in 1998 and $1,257 in 1997...... 94,208 87,999
Deferred expenses, net of accumulated amortization of $19,291 in 1998 and $2,097 in
1997.............................................................................. 50,186 21,417
Deferred acquisition costs.......................................................... 4,581 21,374
Other assets........................................................................ 56,092 8,063
------------- ------------
Total assets.................................................................... $ 6,756,426 $2,321,105
------------- ------------
------------- ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Borrowings under line of credit facility, term loans, mortgage notes and capital
leases............................................................................ $ 3,543,014 $1,112,709
Subscription Notes payable to Wyndham............................................... 73,408 12,875
Notes and other amounts payable to Wyndham.......................................... 42,576 --
Accounts payable and accrued expenses............................................... 116,079 28,151
Dividends and distributions payable................................................. -- 27,185
Deferred lease revenue.............................................................. 17,890 --
Due to unconsolidated subsidiaries.................................................. 7,764 7,304
Minority interest in Patriot Partnership............................................ 227,213 174,640
Minority interest in consolidated subsidiaries...................................... 232,157 49,214
Commitments and contingencies
Shareholders' equity:
Preferred stock, $0.01 par value; authorized: 100,000,000 shares; shares issued
and outstanding: 4,860,876 in 1998.............................................. 49 --
Excess stock, $0.01 par value; authorized: 750,000,000 shares; no shares issued
and outstanding................................................................. -- --
Common stock, $0.01 par value; authorized: 650,000,000 shares; shares issued and
outstanding: 155,500,032 shares in 1998 and 73,276,716 shares in 1997........... 1,555 733
Additional paid in capital........................................................ 2,680,648 990,821
Receivable from shareholders...................................................... (15,034) --
Unearned stock compensation, net of accumulated amortization of $9,866 in 1998 and
$5,825 in 1997.................................................................. (10,017) (13,116)
Unrealized foreign exchange gain.................................................. 4,022 --
Distributions in excess of retained earnings...................................... (164,898) (69,411)
------------- ------------
Total shareholders' equity...................................................... 2,496,325 909,027
------------- ------------
Total liabilities and shareholders' equity...................................... $ 6,756,426 $2,321,105
------------- ------------
------------- ------------
</TABLE>
See notes to condensed financial statements.
6
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------- ----------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenue:
Lease revenue.................................................. $ 178,156 $ 47,107 $ 422,808 $ 119,093
Interest and other income...................................... 6,540 3,083 15,311 4,215
---------- ---------- ---------- ----------
Total revenue................................................ 184,696 50,190 438,119 123,308
---------- ---------- ---------- ----------
Expenses:
Real estate and personal property taxes and casualty
insurance.................................................... 16,799 4,253 42,023 11,219
Ground lease expense........................................... 22,128 1,310 42,296 1,993
General and administrative..................................... 5,090 2,501 15,091 7,582
Interest expense............................................... 77,266 14,649 162,294 31,977
Cost of acquiring leaseholds................................... 3,940 43,820 8,279 43,820
Treasury lock settlement....................................... 49,225 -- 49,225 --
Depreciation and amortization.................................. 50,561 12,650 112,253 30,656
---------- ---------- ---------- ----------
Total expenses............................................... 225,009 79,183 431,461 127,247
---------- ---------- ---------- ----------
Operating income (loss).......................................... (40,313) (28,993) 6,658 (3,939)
Equity in earnings of unconsolidated subsidiaries.............. 4,764 1,395 24,011 4,488
---------- ---------- ---------- ----------
Income (loss) before income tax provision, minority interests and
extraordinary item............................................. (35,549) (27,598) 30,669 549
Income tax provision........................................... (127) -- (533) --
---------- ---------- ---------- ----------
Income (loss) before minority interests and extraordinary item... (35,676) (27,598) 30,136 549
Minority interest in Patriot Partnership....................... 2,015 3,340 (3,253) (1,194)
Minority interest in consolidated subsidiaries................. (3,775) (921) (6,203) (1,368)
---------- ---------- ---------- ----------
Income (loss) before extraordinary item.......................... (37,436) (25,179) 20,680 (2,013)
Extraordinary loss from early extinguishment of debt, net of
minority interest............................................ -- (2,534) (30,559) (2,534)
---------- ---------- ---------- ----------
Net loss......................................................... $ (37,436) $ (27,713) $ (9,879) $ (4,547)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Basic earnings (loss) per common share:
Income (loss) before extraordinary item........................ $ (0.27) $ (0.41) $ 0.14 $ (0.04)
Extraordinary loss............................................. -- (0.04) (0.25) (0.05)
---------- ---------- ---------- ----------
Net loss per common share...................................... $ (0.27) $ (0.45) $ (0.11) $ (0.09)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Diluted loss per common share:
Loss before extraordinary item................................. $ (0.93) $ (0.41) $ (0.86) $ (0.04)
Extraordinary loss............................................. -- (0.04) (0.25) (0.05)
---------- ---------- ---------- ----------
Net loss per common share...................................... $ (0.93) $ (0.45) $ (1.11) $ (0.09)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
See notes to condensed financial statements.
7
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
---------------------
1998 1997
---------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss................................................................................ $ (9,879) $ (4,547)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation.......................................................................... 105,736 30,048
Amortization of unearned stock compensation........................................... 4,041 3,312
Amortization of deferred loan costs................................................... 16,884 1,342
Amortization of trade names........................................................... 575 --
Amortization of goodwill and other assets............................................. 5,942 730
Treasury lock settlement.............................................................. 49,225 --
Cost of acquiring leaseholds.......................................................... 3,000 43,820
Net payments collected from unconsolidated subsidiaries............................... 5,962 2,353
Issuance of stock for bonuses and directors' fee...................................... 675 --
Equity in earnings of unconsolidated subsidiaries..................................... (24,011) (4,488)
Minority interest in income of Patriot Partnership.................................... 3,253 1,194
Minority interest in income of consolidated subsidiaries.............................. 6,203 1,368
Extraordinary loss from early extinguishment of debt.................................. 30,559 2,534
Changes in assets and liabilities:
Accounts and lease revenue receivable and other assets................................ (57,887) (14,072)
Due from Wyndham...................................................................... 21,572 --
Inventory............................................................................. 64 --
Accounts payable and other accrued expenses........................................... 16,632 7,642
---------- ---------
Net cash provided by operating activities......................................... 178,546 71,236
---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of hotel properties and related working capital assets...................... (1,943,779) (541,555)
Improvements and additions to hotel properties.......................................... (155,732) (53,168)
Net proceeds from land sale............................................................. 17,734 77,226
Cash received upon acquisition of hotel assets.......................................... 9,932 525
Collections on other notes receivable................................................... 4,000 --
Increase in restricted cash accounts.................................................... (6,201) (38,196)
Deferred acquisition costs.............................................................. (8,507) (11,014)
Investment in unconsolidated subsidiaries............................................... (11,402) (1,574)
Investment in mortgage and other notes receivable....................................... (1,305) (112,625)
Other................................................................................... 63 --
---------- ---------
Net cash used in investing activities............................................. (2,095,197) (680,381)
---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under line of credit facility, term loans, mortgage notes and capital lease
obligations........................................................................... 2,562,394 1,300,820
Repay borrowings under line of credit facility and other debt........................... (747,051) (822,226)
Payment of deferred loan costs.......................................................... (31,273) (18,723)
Principal payments on subscription notes payable to Wyndham............................. (12,875) (35,486)
Proceeds from issuance of common stock.................................................. 265,117 243,521
Payment of offering costs............................................................... (3,649) (12,602)
Contributions received from minority interest in consolidated subsidiaries.............. 3,440 16,204
Collections on notes receivable from shareholders....................................... 2,999 --
Payments to redeem OP Units............................................................. -- (14,596)
Dividends and distributions paid........................................................ (127,184) (44,017)
Other................................................................................... 3,807 (22)
---------- ---------
Net cash provided by financing activities......................................... 1,915,725 612,873
---------- ---------
Net increase (decrease) in cash and cash equivalents...................................... (926) 3,728
Cash and cash equivalents at beginning of period.......................................... 15,355 6,604
---------- ---------
Cash and cash equivalents at end of period................................................ $ 14,429 $ 10,332
---------- ---------
---------- ---------
</TABLE>
See notes to condensed financial statements.
8
<PAGE>
WYNDHAM INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
DECEMBER 31,
1997
SEPTEMBER ------------
30, 1998
------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents....................... $103,856 $ 27,076
Restricted cash................................. 4,511 --
Accounts receivable............................. 195,130 46,340
Notes and other receivables from Patriot........ 18,396 12,875
Inventories..................................... 24,553 9,144
Prepaid expenses and other current assets....... 32,945 5,227
------------ ------------
Total current assets.......................... 379,391 100,662
Investment in real estate and related
improvements, net of accumulated depreciation of
$25,705 in 1998 and $1,304 in 1997.............. 610,377 28,382
Investments in unconsolidated subsidiaries........ 73,512 --
Subscription Notes receivable from Patriot........ 73,408 --
Notes and other receivables from Patriot.......... 24,180 --
Mortgage notes and other receivables.............. 20,466 12,983
Management contract costs, net of accumulated
amortization of $8,523 in 1998 and $1,574 in
1997............................................ 191,129 20,879
Leasehold costs, net of accumulated amortization
of $339......................................... 18,136 --
Trade names and franchise costs, net of
accumulated amortization of $4,386 in 1998 and
$122 in 1997.................................... 127,746 11,166
Deferred acquisition costs........................ 13,456 31,126
Goodwill, net of accumulated amortization of
$11,214 in 1998 and $594 in 1997................ 443,228 38,008
Deferred expenses, net of accumulated amortization
of $1,134....................................... 43,855 --
Other assets...................................... 4,478 8,882
------------ ------------
Total assets.................................. $2,023,362 $252,088
------------ ------------
------------ ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses........... $260,756 $ 50,317
Dividends and distributions payable............. -- 451
Participating lease payments payable to
Patriot....................................... 61,018 9,519
Deposits........................................ 23,687 12,423
Notes and other amounts payable to Patriot...... 73,831 42,946
Current portion of mortgage notes and capital
lease obligations............................. 25,050 --
------------ ------------
Total current liabilities..................... 444,342 115,656
Subscription Notes payable to Patriot............. 133,669 --
Mortgage notes payable and capital lease
obligations..................................... 235,744 --
Deferred income taxes............................. 87,636 9,550
Minority interest in Wyndham Partnership.......... 53,836 45,537
Minority interest in consolidated subsidiaries.... 894,311 480
Commitments and contingencies
Shareholders' equity:
Preferred stock, $0.01 par value; authorized:
100,000,000 shares; shares issued and
outstanding: 3,562,354 in 1998................ 36 --
Excess stock, $0.01 par value; authorized:
750,000,000 shares; no shares issued and
outstanding................................... -- --
Common stock, $0.01 par value; authorized:
650,000,000 shares; issued and outstanding:
155,500,032 shares in 1998 and 73,276,716
shares in 1997................................ 1,555 733
Additional paid in capital...................... 247,104 80,152
Receivable from shareholders and affiliates..... (1,077 ) --
Unearned executive compensation, net of
accumulated amortization of $777.............. (3,860 ) --
Unrealized loss on securities available for
sale.......................................... (1,388 ) --
Unrealized foreign exchange gain................ 301 --
Retained earnings/(deficit)..................... (68,847 ) (20 )
------------ ------------
Total shareholders' equity.................... 173,824 80,865
------------ ------------
Total liabilities and shareholders' equity.... $2,023,362 $252,088
------------ ------------
------------ ------------
</TABLE>
See notes to condensed financial statements.
9
<PAGE>
WYNDHAM INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
JULY 1, 1997
(INCEPTION OF
THREE MONTHS ENDED NINE MONTHS OPERATIONS)
SEPTEMBER 30, ENDED THROUGH
--------------------- SEPTEMBER 30, SEPTEMBER 30,
1998 1997 1998 1997
---------- --------- ------------- -------------
<S> <C> <C> <C> <C>
Revenue:
Hotel revenue............................................. $ 554,331 $ 30,271 $ 1,266,985 $ 30,271
Racecourse facility revenue............................... 9,955 10,861 34,945 10,861
Management fee and service fee income..................... 24,917 1,577 62,560 1,577
Interest and other income................................. 4,477 1,475 11,755 1,475
---------- --------- ------------- -------------
Total revenue........................................... 593,680 44,184 1,376,245 44,184
---------- --------- ------------- -------------
Expenses:
Hotel expenses............................................ 378,886 16,797 840,153 16,797
Racecourse facility operations............................ 8,810 10,536 29,667 10,536
General and administrative................................ 21,482 4,081 49,467 4,081
Interest expense.......................................... 10,216 11 24,015 11
Cost of acquiring leaseholds.............................. -- -- 52,721 --
Depreciation and amortization............................. 17,675 1,142 42,911 1,142
Lease payments............................................ 174,838 10,686 384,475 10,686
---------- --------- ------------- -------------
Total expenses.......................................... 611,907 43,253 1,423,409 43,253
---------- --------- ------------- -------------
Operating income (loss)..................................... (18,227) 931 (47,164) 931
Equity in earnings of unconsolidated subsidiaries......... 447 -- 2,461 --
---------- --------- ------------- -------------
Income (loss) before income tax provision and minority
interests................................................. (17,780) 931 (44,703) 931
Income tax provision...................................... (6,656) (94) (10,740) (94)
---------- --------- ------------- -------------
Income (loss) before minority interests..................... (24,436) 837 (55,443) 837
Minority interest in Wyndham Partnership.................. 2,707 (115) 9,422 (115)
Minority interest in consolidated subsidiaries............ (4,048) (13) (20,408) (13)
---------- --------- ------------- -------------
Income (loss) before extraordinary item..................... (25,777) 709 (66,429) 709
Extraordinary loss from early debt, extinguishment of
debt, net of income taxes............................... (1,257) -- (1,257) --
---------- --------- ------------- -------------
Net income (loss)........................................... $ (27,034) $ 709 $ (67,686) $ 709
---------- --------- ------------- -------------
---------- --------- ------------- -------------
Basic and Diluted earnings per common share:
Income (loss) before extraordinary item................... $ (0.19) $ 0.01 $ (0.55) $ 0.01
Extraordinary loss........................................ (0.01) -- (0.01) --
---------- --------- ------------- -------------
Net income (loss) per common share........................ $ (0.20) $ 0.01 $ (0.56) $ 0.01
---------- --------- ------------- -------------
---------- --------- ------------- -------------
</TABLE>
See notes to condensed financial statements
10
<PAGE>
WYNDHAM INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
JULY 1, 1997
(INCEPTION OF
NINE MONTHS OPERATIONS)
ENDED THROUGH
SEPTEMBER 30, SEPTEMBER 30,
1998 1997
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)................................................................. $ (67,686) $ 709
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation.................................................................... 15,128 491
Amortization of unearned stock compensation..................................... 777 --
Amortization of management contracts and trade names............................ 14,948 469
Amortization of goodwill and other.............................................. 14,026 181
Issuance of stock for bonuses and directors' fees............................... 205 --
Net payment from unconsolidated subsidiaries.................................... 14 --
Cost of acquiring leaseholds.................................................... 52,638 --
Deferred income taxes........................................................... (5,352) --
Equity in earnings of unconsolidated subsidiaries............................... (2,461) --
Minority interest in income of Wyndham Partnership.............................. (9,422) 115
Minority interest in income of consolidated subsidiaries........................ 20,408 13
Extraordinary loss from early extinguishment of debt............................ 1,676 --
Changes in assets and liabilities:
Accounts receivable and prepaid expenses and other assets....................... (13,082) (13,857)
Other receivables from Patriot.................................................. (21,572) --
Inventories..................................................................... (1,201) --
Accounts payable and other accrued expenses..................................... 14,945 14,458
Participating lease payments payable to Patriot................................. 45,697 2,071
------------- -------------
Net cash provided by operating activities................................... 59,686 4,650
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of hotel properties and related working capital assets................ (22,194) (5,321)
Improvements and additions to hotel properties.................................... (32,950) (593)
Increase in restricted cash account............................................... (2,082) --
Acquisition of management contracts............................................... (32,299) --
Deferred acquisition costs........................................................ (26,273) (23,832)
Cash received upon acquisition of hotel leases.................................... 88,380 --
Investment in other notes receivable.............................................. (2,383) --
Collections on other notes receivable............................................. 5,563 --
Investment in unconsolidated subsidiaries......................................... (2,583) --
Other............................................................................. (1,688) --
------------- -------------
Net cash used in investing activities....................................... (28,509) (29,746)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under credit facility and term loans................................... 187,000 --
Repayment of assumed debt......................................................... (775,578) --
Payment of capital lease obligations.............................................. (1,852) 141
Proceeds from issuance of common stock............................................ 12,357 12,066
Payment of offering costs......................................................... (156) --
Payment of merger costs........................................................... -- (11,414)
Payment of deferred loan costs.................................................... (1,456) --
Collections on Subscription Notes................................................. 12,875 35,486
Contributions received from minority interest in consolidated subsidiaries........ 616,268 --
Distributions paid................................................................ (3,855) --
------------- -------------
Net cash provided by financing activities................................... 45,603 36,279
------------- -------------
Net increase in cash and cash equivalents........................................... 76,780 11,183
Cash and cash equivalents at beginning of period.................................... 27,076 --
------------- -------------
Cash and cash equivalents at end of period.......................................... $ 103,856 $ 11,183
------------- -------------
------------- -------------
</TABLE>
See notes to condensed financial statements.
11
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC. AND
WYNDHAM INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
(UNAUDITED)
1. ORGANIZATION AND BASIS OF PRESENTATION:
The entity formerly known as Patriot American Hospitality, Inc.
(collectively with its subsidiaries, "Old Patriot"), a Virginia corporation, was
formed April 17, 1995 as a self-administered real estate investment trust
("REIT") for the purpose of acquiring equity interests in hotel properties. On
October 2, 1995, Old Patriot completed an initial public offering of shares of
its common stock and commenced operations.
On July 1, 1997, Old Patriot merged with and into California Jockey Club
("Cal Jockey"), with Cal Jockey being the surviving legal entity (the "Cal
Jockey Merger"). Cal Jockey's shares of common stock are paired and trade
together with the shares of common stock of Bay Meadows Operating Company ("Bay
Meadows") as a single unit pursuant to a stock pairing arrangement. In
connection with the Cal Jockey Merger, Cal Jockey changed its name to "Patriot
American Hospitality, Inc." ("Patriot") and Bay Meadows changed its name to
"Patriot American Hospitality Operating Company." In January 1998, as a result
of the merger of Wyndham Hotel Corporation with and into Patriot as discussed
below, Patriot American Hospitality Operating Company changed its name to
"Wyndham International, Inc." and is referred to herein, collectively with its
subsidiaries, as "Wyndham." The term "Companies" as used herein includes
Patriot, Wyndham and their respective subsidiaries. Patriot and Wyndham are both
Delaware corporations.
The Cal Jockey Merger was accounted for as a reverse acquisition whereby Cal
Jockey was considered to be the acquired company for accounting purposes.
Consequently, the historical financial information of Old Patriot became the
historical financial information for Patriot. For accounting purposes, Wyndham
commenced its operations concurrent with the closing of the Cal Jockey Merger on
July 1, 1997.
The shares of common stock of Patriot are paired and trade together with the
shares of common stock of Wyndham as a single unit pursuant to a stock pairing
arrangement. These units, consisting of one share of common stock of Patriot
paired with one share of common stock of Wyndham, are referred to herein as
"Paired Shares."
A substantial portion of the assets of Patriot are held by Patriot American
Hospitality Partnership, L.P. (the "Patriot Partnership"). Patriot contributed
such assets to the Patriot Partnership in exchange for units of limited
partnership interest ("OP Units") of the Patriot Partnership. In addition, a
substantial portion of the assets of Wyndham are held by Wyndham International
Operating Partnership, L.P. (the "Wyndham Partnership," formerly known as
Patriot American Hospitality Operating Partnership, L.P.). Wyndham contributed
such assets to the Wyndham Partnership in exchange for OP Units of the Wyndham
Partnership. Collectively, the Wyndham Partnership and the Patriot Partnership
are referred to herein as the "Operating Partnerships."
Patriot, through its wholly owned subsidiary, PAH GP, Inc., is the sole
general partner and the holder of a 1.0% general partnership interest in the
Patriot Partnership. In addition, Patriot, through its wholly owned subsidiary,
PAH LP, Inc., owns an approximate 88.5% limited partnership interest in the
Patriot Partnership as of September 30, 1998. Wyndham owns a 1.0% general
partnership interest and an approximate 87.3% limited partnership interest in
the Wyndham Partnership.
12
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC. AND
WYNDHAM INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
(UNAUDITED)
1. ORGANIZATION AND BASIS OF PRESENTATION: (CONTINUED)
At September 30, 1998, Patriot and Wyndham, through the Operating
Partnerships and other subsidiaries, owned interests in 184 hotels with an
aggregate of over 44,700 guest rooms and leased 122 hotels from third parties
with over 15,700 rooms. In addition, Wyndham manages 171 hotels with over 42,000
guest rooms and franchises 9 hotels with over 2,500 rooms. Patriot leases 216 of
its hotels to Wyndham and 14 of Patriot's hotels are leased to third party
lessees (the "Lessees") who are responsible for operating the hotels. Generally,
these leases provide for the payment of the greater of base or participating
rent, plus certain additional charges, as applicable (the "Participating
Leases"). The Lessees, in turn, have entered into separate agreements with hotel
management entities (the "Operators") to manage the hotels.
Seventy-six of the Companies' hotels are owned by special purpose entities
(the "Non-Controlled Subsidiaries"). Patriot owns approximately a 99% non-voting
interest and Wyndham owns approximately a 1% controlling voting interest in each
of the Non-Controlled Subsidiaries. Therefore, the operating results of the
Non-Controlled Subsidiaries are combined with those of Wyndham for financial
reporting purposes. Patriot accounts for its investment in the Non-Controlled
Subsidiaries using the equity method of accounting.
PRINCIPLES OF CONSOLIDATION
The unaudited separate consolidated financial statements include the
accounts of Patriot and Wyndham, their respective wholly owned subsidiaries and
the partnerships, corporations and limited liability companies in which Patriot
or Wyndham owns a controlling interest. The unaudited separate consolidated
financial statements of Patriot and Wyndham have also been combined for purposes
of financial statement presentation. All significant intercompany accounts and
transactions have been eliminated.
These financial statements have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the nine month period ended September 30, 1998 are not necessarily
indicative of the results that may be expected for the year ended December 31,
1998. For further information, refer to the consolidated financial statements
and footnotes thereto included in Patriot's and Wyndham's Joint Annual Report on
Form 10-K for the year ended December 31, 1997. Certain prior year amounts have
been reclassified to conform to current period presentation.
BUSINESS SEGMENTS
In June 1997, FASB issued Statement of Financial Accounting Standards No.
131 ("Statement 131"), "Disclosures About Segments of an Enterprise and Related
Information" which specifies revised guidelines for determining an entity's
operating segments and the type and level of financial information to be
disclosed. Statement 131 is effective for fiscal years beginning after December
15, 1997, but need not be
13
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC. AND
WYNDHAM INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
(UNAUDITED)
1. ORGANIZATION AND BASIS OF PRESENTATION: (CONTINUED)
applied to interim financial statements in the initial year of its application.
Management believes this statement will result in expanded disclosure for the
financial statements.
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In June 1998, FASB issued Statement of Financial Accounting Standards No.
133 ("Statement 133"), "Accounting for Derivative Instruments and Hedging
Activities," which is required to be adopted in years beginning after June 15,
1999. The Companies expect to adopt Statement 133 effective January 1, 2000.
Statement 133 will require the Companies to recognize all derivatives on the
balance sheet at fair value. Derivatives that are not hedges must be adjusted to
fair value through income. If the derivative is a hedge, depending on the nature
of the hedge, changes in the fair value of derivatives will either be offset
against the change in fair value of the hedged assets, liabilities, or firm
commitments through earnings, or recognized in other comprehensive income until
the hedged item is recognized in earnings. The ineffective portion of a
derivative's change in fair value will be immediately recognized in earnings.
Management has not yet determined what the effect of Statement 133 will be on
the earnings and financial position of the Companies.
PARTICIPATING LEASE REVENUE RECOGNITION
In May 1998, the Financial Accounting Standards Board's Emerging Issues Task
Force issued EITF number 98-9, "Accounting for Contingent Rent in Interim
Financial Periods ("EITF 98-9"). EITF 98-9 provides that a lessor shall defer
recognition of contingent rental income in interim periods until specified
targets that trigger the contingent income are met. Management has reviewed the
terms of its Participating Leases and has determined that the provisions of EITF
98-9 will impact Patriot's current revenue recognition on an interim basis, but
will have no impact on Patriot's annual participating rent revenue or interim
cash flow from its Participating Leases. Patriot has adopted the provisions of
EITF 98-9 and elected to apply the provisions of the new pronouncement on a
prospective basis.
Generally, Patriot's Participating Leases provide for the payment of the
greater of (i) a fixed base rent or (ii) participating rent, based on the
revenue of the hotels, plus certain additional charges, as applicable. The
Participating Leases contain annual revenue thresholds used to calculate the
various tiers of participating rent which are prorated on a monthly basis to
determine monthly participating rent payments. The provisions of EITF 98-9 call
for straight-line recognition of the annual base rent throughout the year and
for the deferral of any additional lease amounts collected or due from the
Lessees until such amounts exceed the annual revenue thresholds. This will
generally result in base rent being recognized in the first and second quarters
and participating rents already collected or due from the Lessees being deferred
and then recognized in the third and fourth quarters due to the structure of
Patriot's Participating Leases and the seasonality of the hotel operations. The
effect of the change was to defer recognition of $1,789 of lease revenue during
the nine months ended September 30, 1998.
14
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC. AND
WYNDHAM INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
(UNAUDITED)
2. HOTELS AND OTHER BUSINESSES ACQUIRED:
HOTEL INVESTMENTS PURCHASED
Through September 30, 1998, Patriot, through the Patriot Partnership and its
subsidiaries, invested approximately $234,116 in the acquisition of four hotels
with a total of over 1,700 guest rooms and the Golden Door Spa. These
acquisitions were financed primarily with funds drawn on Patriot's revolving
credit facility, the issuance of 53,989 OP Units of the Operating Partnerships
valued at approximately $1,496, the issuance of 390,335 Paired Shares valued at
approximately $10,000 and the assumption of mortgage debt in the amount of
approximately $80,074. In addition, Patriot acquired an office building that
will be converted into a hotel for approximately $33,900.
BUSINESS COMBINATIONS
WYNDHAM HOTEL CORPORATION--On January 5, 1998, Wyndham Hotel Corporation
("Old Wyndham") merged with and into Patriot, with Patriot being the surviving
corporation (the "Wyndham Merger").
Patriot, as a result of the Wyndham Merger, acquired ownership of ten
Wyndham hotels and 14 ClubHouse hotels and leased such hotels to Wyndham.
Thirteen of the 14 hotel leases assumed by Patriot were sub-leased to Wyndham.
Old Wyndham's remaining 52 management and franchise contracts (excluding 16
hotels that Old Wyndham managed that are owned by Patriot), the Wyndham and
ClubHouse proprietary brand names, and the Wyndham hotel management company were
transferred to certain of the Non-Controlled Subsidiaries. The total purchase
consideration for the Wyndham Merger of approximately $982,000 consisted of
21,594,137 Paired Shares and 4,860,876 shares of Series A Convertible Preferred
Stock of Patriot (which are convertible on a one-for-one basis into Paired
Shares), cash of approximately $339,000 to repay debt and pay Old Wyndham
shareholders who elected to receive cash (which was financed with funds drawn on
Patriot's revolving credit facility), and the assumption of approximately
$59,063 in debt.
In April 1998, the Companies issued an aggregate 240,437 Paired Shares
valued at approximately $5,347 in settlement of certain purchase price
adjustment arrangements related to Old Wyndham's acquisition of ClubHouse
Hotels, Inc.
WHG CASINOS & RESORTS, INC. AND RELATED TRANSACTIONS--On January 16, 1998, a
subsidiary of Wyndham merged with and into WHG Casinos & Resorts Inc. ("WHG"),
with WHG being the surviving corporation (the "WHG Merger"). As a result of the
WHG Merger, Wyndham acquired the 570-room Condado Plaza Hotel & Casino, a 50%
interest in the partnership that owns the 389-room El San Juan Hotel & Casino
and a 23.3% interest in the partnership that owns the 751-room El Conquistador
Resort & Country Club (the "El Conquistador"), all of which are located in
Puerto Rico. In addition, Wyndham acquired a 62% interest in Williams
Hospitality Group, Inc., the management company for the three hotels and the Las
Casitas Village at the El Conquistador. A total of 5,004,690 Paired Shares were
issued in connection with the WHG Merger and approximately $21,300 of debt was
assumed, resulting in total purchase consideration of approximately $159,400.
Effective March 1, 1998, Patriot acquired from unaffiliated third parties a
40% interest in the El San Juan Hotel & Casino, an aggregate 68.62% equity
interest in the El Conquistador and a 38% interest in
15
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC. AND
WYNDHAM INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
(UNAUDITED)
2. HOTELS AND OTHER BUSINESSES ACQUIRED: (CONTINUED)
Williams Hospitality Group, Inc. for approximately $31,000 in cash and issuance
of 1,818,182 Paired Shares valued at approximately $49,227 (collectively, these
transactions and the WHG Merger are referred to herein as the "WHG
Transactions").
On July 13, 1998, Patriot acquired the remaining minority interests held by
a third party in entities that own the El Conquistador and the El San Juan Hotel
& Casino for a total purchase price of approximately $3,890. Wyndham owns the
controlling general partner interest in the partnerships that own the El San
Juan Hotel & Casino and the El Conquistador. Wyndham also holds voting control
of Williams Hospitality Group, Inc. Therefore, the operating results of these
entities have been consolidated with those of Wyndham for financial reporting
purposes.
On August 3, 1998, the Companies refinanced certain debt related to the El
Conquistador and the Condado Plaza Hotel & Casino (the "Interim Financing").
Proceeds of $145,000 from the refinancing were used to repay outstanding
indebtedness of approximately $139,350, to pay legal and closing costs and to
establish certain reserves, including interest reserves, required by the loan
agreements. The loans are secured by mortgages on the properties, bear interest
at a rate of LIBOR plus 2.25% and, prior to the extension described below,
matured on November 3, 1998.
Hurricane Georges passed through Puerto Rico on September 21 and 22, 1998.
The hurricane caused approximately $60,000 of property related damage, excluding
the impact of business interruption, to El Conquistador, Condado Plaza Hotel &
Casino and the El San Juan Hotel & Casino properties. As a result of the damage,
the three properties experienced varying periods of business interruption. All
of the Companies' properties on Puerto Rico are insured with both comprehensive
property damage and business interruption insurance, subject to certain
deductibles. See "Note 13--Subsequent Events" for a discussion of the impact of
Hurricane Georges on the Companies' properties in Puerto Rico.
On October 20, 1998, the El Conquistador Partnership, L.P., which is
beneficially owned 100% by the Companies (the "El Conquistador Partnership"),
filed a Form S-11 with the SEC with respect to the offering (the "Bond
Offering") of the undivided interests in the loan agreement between Puerto Rico
Industrial, Tourist, Educational, Medical and Environmental Control Facilities
Financing Authority ("AFICA") and the El Conquistador Partnership relating to
certain AFICA tourism revenue bonds (the "AFICA Bonds"). It is contemplated that
the AFICA Bonds will be issued in the total principal amount of $100,000, will
consist of serial bonds and term bonds and will be issued in register form,
without coupons, in denominations which are multiples of $5. AFICA will issue
the AFICA Bonds and lend the proceeds to the El Conquistador Partnership
pursuant to the loan agreement (the "AFICA Loan Agreement"). The El Conquistador
Partnership will use the loan proceeds to repay the Interim Financing entered
into on August 3, 1998, to fund certain reserves and to pay certain costs and
expenses of issuing the AFICA Bonds. The AFICA Bonds will be secured by a lien
on substantially all of the assets of the El Conquistador Partnership.
On November 3, 1998, the Companies entered into agreements to extend the
maturity of certain debt related to the El Conquistador and the Condado Plaza
Hotel & Casino from November 3, 1998 to January 29, 1999. The extension
agreements required that $10,000 be deposited into an escrow account in
16
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC. AND
WYNDHAM INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
(UNAUDITED)
2. HOTELS AND OTHER BUSINESSES ACQUIRED: (CONTINUED)
installments beginning on the date of the extension through January 12, 1999.
Upon the satisfactory completion of certain conditions, the $10,000 will be
released from escrow.
ARCADIAN INTERNATIONAL LIMITED--On April 6, 1998, Patriot announced the
completion of its acquisition of all of the issued and to-be-issued shares of
Arcadian International Limited ("Arcadian," formerly known as Arcadian
International Plc) for 60 pence per share. Including the exercise of all
outstanding options to purchase shares, the assumption of debt and the
acquisition of the remaining shares in the Malmaison Group, the total
transaction cost was approximately L185,900 (approximately $308,700 U.S. based
on exchange rates at the time of closing). As a result of the transaction,
Patriot acquired ten owned hotels located throughout England; one owned hotel in
Jersey; five owned and managed Malmaison Hotels; two resorts under development
in Tuscany, Italy and Paris, France; and the proprietary Malmaison brand name.
Patriot also acquired Arcadian's 50% partnership interest in the redevelopment
of the luxury Great Eastern Hotel in London, to be branded as a flagship Wyndham
Hotel and operated by Wyndham once the development has been completed.
Collectively, the transactions described above are referred to herein as the
"Arcadian Acquisition."
In connection with the Arcadian Acquisition, Patriot entered into a
short-term financing agreement on April 15, 1998 with Paine Webber Real Estate
Securities Inc. ("Paine Webber Real Estate") whereby Paine Webber Real Estate
loaned Patriot $160,000 through April 15, 1999, at a rate equal to the borrowing
rate on Patriot's Revolving Credit Facility. As described below in Note 13, the
Companies currently anticipate that this $160,000 loan will be satisfied in
connection with the Companies' transfer of certain assets to Paine Webber Real
Estate. In addition, Patriot assumed approximately $112,600 of debt in
connection with the Arcadian Acquisition.
INTERSTATE HOTELS COMPANY--On June 2, 1998, pursuant to an Agreement and
Plan of Merger dated as of December 2, 1997, as thereafter amended, (the
"Interstate Merger Agreement") between Patriot, Wyndham and Interstate Hotels
Company ("Interstate"), Interstate merged with and into Patriot with Patriot
being the surviving company (the "Interstate Merger"). Pursuant to the
Interstate Merger Agreement, stockholders of Interstate could elect to convert
each of their shares of Interstate common stock into the right to receive either
(i) $37.50 in cash (the "Cash Consideration"), subject to proration in certain
circumstances, or (ii) a number of Paired Shares of Patriot and Wyndham common
stock based on an exchange ratio of 1.341 Paired Shares for each share of
Interstate common stock not exchanged for cash (the "Interstate Exchange
Ratio").
As a result of the Interstate Merger, Patriot acquired controlling interest
in, or ownership of, 42 hotels representing over 12,000 rooms; leases for 84
hotels representing over 10,100 rooms and management or service agreements for
82 hotels representing over 20,400 rooms located throughout the United States
and in Canada, the Caribbean and Russia.
The total purchase consideration for the Interstate Merger of approximately
$2,086,812 consisted of 28,825,875 Paired Shares, cash of approximately $525,385
to pay Interstate shareholders who elected to receive cash, approximately
$787,117 in debt assumed or refinanced by Patriot and approximately $73,351 to
pay other transaction-related costs. In addition, Interstate shareholders
received rights to receive a cash
17
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC. AND
WYNDHAM INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
(UNAUDITED)
2. HOTELS AND OTHER BUSINESSES ACQUIRED: (CONTINUED)
distribution of $0.429 on each share of Interstate common stock that was
converted into Paired Shares, aggregating approximately $9,138.
On May 27, 1998, the Companies and Interstate entered into a settlement
agreement (the "Settlement Agreement") with Marriott International, Inc.
("Marriott") which addressed certain claims asserted by Marriott in connection
with Patriot's then-proposed merger with Interstate. The Settlement Agreement
provided for the dismissal of litigation brought by Marriott and allowed
Patriot's merger with Interstate to close on June 2, 1998.
In addition to dismissal of the Marriott litigation, the Settlement
Agreement provides for three principal transactions: (i) the re-branding of ten
Marriott hotels under the Wyndham name, (ii) the assumption by Marriott of the
management of ten Marriott hotels formerly managed by Interstate for the
remaining term of the Marriott franchise agreement, and (iii) the divestiture by
the Companies by January 29, 1999 (subject to extension for 60 days upon payment
of certain fees by the Companies) of the third-party management business that
was operated by Interstate (the "Spin-off"). See "Note 13-- Subsequent Events"
for a discussion of recent activity regarding the Spin-off.
SF HOTEL COMPANY, L.P.--On June 5, 1998, Patriot, through the Patriot
Partnership, acquired all of the partnership interests in SF Hotel Company, L.P.
("Summerfield") for approximately $298,915 (the "Summerfield Acquisition"). The
total purchase consideration for the Summerfield Acquisition consisted of
approximately 3,223,795 OP Units of the Operating Partnerships, 1,397,281 Paired
Shares, cash of approximately $165,514 and assumption of debt in the amount of
approximately $17,083. In addition, the purchase price is subject to future
adjustment based on (i) the market price of the Paired Shares through the end of
1998 and (ii) achievement of certain performance criteria through 2001 for seven
hotels that are currently under development. See "Note 13--Subsequent Events"
for a discussion of recent activity regarding these price adjustment mechanisms.
As a result of the Summerfield Acquisition, Patriot acquired four Summerfield
Suites-Registered Trademark- hotels, leasehold and management interests in 24
Summerfield Suites-Registered Trademark-, Sierra Suites-Trademark- and Sunrise
Suites hotels and management contracts and franchise interests for 12 additional
Summerfield Suites-Registered Trademark- and Sierra Suites-Registered Trademark-
hotels. Patriot has leased or sub-leased such hotels to Wyndham. In addition,
Patriot acquired the development contracts for several additional hotels.
CHC INTERNATIONAL--On June 30, 1998, pursuant to an Agreement and Plan of
Merger dated as of September 30, 1997 (the "CHCI Merger Agreement") between
Patriot, Wyndham and CHC International ("CHCI"), the hospitality-related
businesses of CHCI merged with and into Wyndham with Wyndham being the surviving
company (the "CHCI Merger"). CHCI's gaming operations were transferred to a new
legal entity prior to the CHCI Merger and such operations were not a part of the
transaction. As a result of the CHCI Merger, Wyndham, through its subsidiaries,
acquired the remaining 50% investment interest in GAH-II, L.P. ("GAH"), the
remaining 17 leases and 16 of the associated management contracts related to the
Patriot hotels leased by CHC Lease Partners, 8 third-party management contracts,
two third-party asset management contracts, the Grand Bay proprietary brand name
and certain other hospitality management assets. The aggregate purchase price of
the 17 leasehold interests was approximately $52,723, which is reflected as a
cost of acquiring leaseholds in the accompanying statements of operations of
Wyndham.
18
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC. AND
WYNDHAM INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
(UNAUDITED)
2. HOTELS AND OTHER BUSINESSES ACQUIRED: (CONTINUED)
By operation of the CHCI Merger, all the issued and outstanding shares of
common stock, par value $0.005 per share, of CHCI ("CHCI Shares") and certain
stock option rights were exchanged for an aggregate of 1,781,173 shares of
Series A Redeemable Convertible Preferred Stock, par value $0.01 per share of
Wyndham (the "Wyndham Series A Preferred Stock") and 1,781,181 shares of Series
B Redeemable Convertible Preferred Stock, par value $0.01 per share, of Wyndham
(the "Wyndham Series B Preferred Stock"). In addition, Wyndham assumed CHCI's
outstanding debt in the amount of approximately $16,600.
In addition, on September 30, 2000 and September 30, 2002, Wyndham may be
obligated to pay the CHCI stockholders and a subsidiary of Wyndham may be
obligated to pay a Gencom-related entity additional consideration, in each case
based upon the performance of certain specified assets.
OTHER
During the second quarter of 1998, Patriot re-acquired the leasehold
interests for three of its hotels from two of the Lessees for an aggregate
purchase price of approximately $4,339, which is reflected as a cost of
acquiring leaseholds in the accompanying statements of operations of Patriot.
The Companies issued 118,112 Paired Shares valued at $3,000 and paid cash of
$637 to Metro Hotels Leasing Corporation and paid cash of $702 to NorthCoast
Hotels, L.L.C. in connection with the transaction. Patriot has leased the hotels
to Wyndham.
In connection with Patriot's acquisition of certain license agreements,
Patriot recognized an expense of $3,940 related to the cost of acquiring these
agreements for the third quarter of 1998.
In July 1998, Wyndham acquired an approximate 50% limited partnership
interest in a partnership with affiliates of Don Shula's Steakhouses, Inc. for
$1,500 in cash and 156,272 preferred units of limited partnership interest of
Wyndham Partnership valued at approximately $3,500. Wyndham entered into this
joint venture arrangement to expand the Shula's Steak House brand as a food and
beverage amenity in certain of Patriot's hotels.
3. SUBSCRIPTION NOTES:
In order to effect the issuance of the paired shares of common stock and OP
Units which were issued in connection with certain of the Companies' mergers,
other acquisition transactions and forward equity transactions, Patriot and
Wyndham have issued promissory notes to fund issuance of Paired Shares and OP
Units (the "Subscription Notes").
In connection with the issuance of Paired Shares in the Wyndham Merger,
Patriot issued Subscription Notes payable to Wyndham in the aggregate amount of
$30,535. These Subscription Notes bear interest at a rate of LIBOR plus 1% per
annum and mature January 31, 2001.
In connection with the issuance of Paired Shares in the WHG Merger, Wyndham
issued Subscription Notes payable to Patriot in the aggregate amount of
$133,669. These Subscription Notes bear interest at a rate of 8.7% per annum and
mature in January 2001.
19
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC. AND
WYNDHAM INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
(UNAUDITED)
3. SUBSCRIPTION NOTES: (CONTINUED)
In connection with the issuance of Paired Shares and OP Units of the
Operating Partnerships in the Summerfield Acquisition, Patriot issued
Subscription Notes payable to Wyndham in the aggregate amount of $5,816. These
Subscription Notes bear interest at a rate of 8.7% per annum and mature in
January 2001.
In connection with the issuance of Paired Shares in the Interstate Merger,
Patriot issued Subscription Notes payable to Wyndham in the aggregate amount of
$34,591. These Subscription Notes bear interest at a rate of 8.7% per annum and
mature in January 2001.
In connection with the issuance of Paired Shares in the UBS forward equity
transaction, Patriot issued a promissory note payable to Wyndham in the
principal amount of $4,565. The promissory note bears interest at a rate of 8%
and matures on December 31, 2000.
In connection with the issuance of Paired Shares in the Nations forward
equity transaction, Patriot issued a promissory note payable to Wyndham in the
principal amount of $6,091. The promissory note bears interest at a rate of 8%
and matures on February 28, 2001.
In connection with the issuance of Paired Shares in the PaineWebber forward
equity transaction, Patriot issued a promissory note payable to Wyndham in the
principal amount of $6,955. The promissory note bears interest at a rate of 8%
and matures on April 30, 2001.
4. REVOLVING CREDIT FACILITY, TERM LOANS AND OTHER MORTGAGE DEBT:
In connection with the Interstate Merger, the Companies closed on the
commitment from The Chase Manhattan Bank and Chase Securities, Inc. and Paine
Webber Real Estate to increase Patriot's existing credit facilities to an
aggregate of $2,700,000 (an increase of $1,450,000 from the prior $1,250,000
credit package). The increased credit facilities include the $900,000 Revolving
Credit Facility and a series of term loans in the aggregate amount of up to
$1,800,000 (the "Term Loans"). Proceeds from the increased credit facilities
were used to fund the cash portion of the Interstate Merger consideration, as
well as to refinance certain outstanding indebtedness of the Patriot Companies.
Interest rates on the credit facilities are based on the Companies' leverage
ratio and vary from 1.5% to 2.5% over LIBOR. Patriot incurred approximately
$27,405 in loan fees and other expenses associated with this financing
arrangement.
As of November 12, 1998, the Companies had approximately $12,200 of
available funds under the Revolving Credit Facility. Additionally, certain Term
Loans have maturities of January 31, 1999 ($350,000); March 31, 1999 ($400,000);
and March 31, 2000 ($450,000). The Companies also have approximately $205,000 of
other debt which is currently due on or before December 31, 1998. The Companies
are in current negotiations to refinance or extend the maturity of the existing
indebtedness. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Combined Liquidity and Capital Resources."
The Companies previously entered into three treasury interest rate lock
agreements to protect the Companies against the possibility of rising interest
rates. Under the rate lock agreements, the Companies receive or make payments
based on the difference between specified interest rates, 6.06%, 6.07%, and
5.625%, and the actual 10-year U.S. Treasury interest rate on a principal amount
of $525,000. The
20
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC. AND
WYNDHAM INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
(UNAUDITED)
4. REVOLVING CREDIT FACILITY, TERM LOANS AND OTHER MORTGAGE DEBT: (CONTINUED)
Companies settled the entire $525,000 in treasury interest rate locks resulting
in a $49,225 one-time charge to earnings in the third quarter of 1998.
The Companies entered into a fourth interest rate swap arrangement during
the first quarter of 1998 to swap floating rate LIBOR-based interest rates for a
fixed rate interest amount as a hedge against $125,000 of the outstanding
balance on the Companies' revolving credit facility. The interest rate swap
fixes the LIBOR portion of the revolving credit facility interest rate at
5.5575% per annum through November 2002. If the actual LIBOR rate is less than
the specified fixed interest rate, Patriot is obligated to pay the differential
interest amount, such amount being recorded as incremental interest expense. If
the LIBOR is greater than the specified fixed interest rate, the differential
interest amount is refunded to Patriot.
In June 1998, the Companies entered into a fifth interest rate swap
arrangement as a hedge against $250,000 of the outstanding balance on the
Companies' variable rate debt. The interest rate swap provides for a fixed LIBOR
rate of 5.8425% per annum through June 2003. If the actual LIBOR rate is less
than the specified fixed interest rate, Patriot is obligated to pay the
differential interest amount, such amount being recorded as incremental interest
expense. If the LIBOR is greater than the specified fixed interest rate, the
differential interest amount is refunded to Patriot.
Additionally, in connection with the Interstate Merger, Patriot assumed four
interest rate hedge contracts: an interest rate cap that limits LIBOR to 6% on
up to $105,000 of indebtedness through June 1999; an interest rate cap that
limits LIBOR to 6% on up to $234,750 of indebtedness through October 1998; an
interest rate cap that limits LIBOR to 7% on up to $208,750 of indebtedness from
October 1996 through October 1999; and an interest rate swap that provides for a
fixed LIBOR rate of 5.8% on $72,000 of indebtedness through December 2000.
During the third quarter of 1998, the Companies incurred a charge for a
write-off of loan costs of $1,676, net of tax benefits of $419, in connection
with the Interim Financing on the El Conquistador and the Condado Plaza Hotel &
Casino.
5. COMPREHENSIVE INCOME (LOSS):
In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 130 ("Statement 130"),
"Reporting Comprehensive Income" which establishes standards for reporting and
display of comprehensive income (loss) and its components. The Companies have
adopted Statement 130 beginning with their interim financial statements for the
first quarter of 1998. Total comprehensive income (loss) for the periods is as
follows:
21
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC. AND
WYNDHAM INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
(UNAUDITED)
5. COMPREHENSIVE INCOME (LOSS): (CONTINUED)
COMBINED
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------- --------------------
1998 1997 1998 1997
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net loss.............................................. $ (59,415) $ (27,004) $ (67,257) $ (3,838)
Unrealized loss on securities available for sale...... (767) -- (1,388) --
Unrealized foreign exchange gain...................... 4,313 -- 4,323 --
--------- --------- --------- ---------
Total comprehensive loss.............................. $ (55,869) $ (27,004) $ (64,322) $ (3,838)
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
PATRIOT
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------- --------------------
1998 1997 1998 1997
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net loss............................................... $ (37,436) $ (27,713) $ (9,879) $ (4,547)
Unrealized foreign exchange gain....................... 4,002 -- 4,022 --
--------- --------- --------- ---------
Total comprehensive loss............................... $ (33,434) $ (27,713) $ (5,857) $ (4,547)
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
WYNDHAM
<TABLE>
<CAPTION>
JULY 1, 1997
THREE MONTHS ENDED NINE MONTHS (INCEPTION OF
ENDED OPERATIONS)
SEPTEMBER 30, SEPTEMBER THROUGH
-------------------- 30, SEPTEMBER 30,
1998 1997 1998 1997
--------- --------- ----------- -------------
<S> <C> <C> <C> <C>
Net income (loss).................................. $ (27,034) $ 709 $ (67,686) $ 709
Unrealized loss on securities available for sale... (767) -- (1,388) --
Unrealized foreign exchange gain................... 311 -- 301 --
--------- --------- ----------- -----
Total comprehensive income (loss).................. $ (27,490) $ 709 $ (68,773) $ 709
--------- --------- ----------- -----
--------- --------- ----------- -----
</TABLE>
22
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC. AND
WYNDHAM INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
(UNAUDITED)
6. COMPUTATION OF EARNINGS PER SHARE:
Earnings per share have been computed as follows:
COMBINED BASIC AND DILUTED EARNINGS PER SHARE
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, 1998 SEPTEMBER 30, 1997
----------------------- ----------------------
BASIC DILUTED BASIC DILUTED
---------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Loss before extraordinary item................................ $ (58,158) $ (58,158) $ (24,470) $ (24,470)
Adjustment for equity forwards(1)............................. -- (95,063) -- --
Preferred stock dividends..................................... (2,695) (2,695) -- --
---------- ----------- ---------- ----------
Loss attributable to common stockholders before extraordinary
items....................................................... (60,853) (155,916) (24,470) (24,470)
Extraordinary loss............................................ (1,257) (1,257) (2,534) (2,534)
---------- ----------- ---------- ----------
Net loss attributable to common stockholders.................. $ (62,110) $ (157,173) $ (27,004) $ (27,004)
---------- ----------- ---------- ----------
---------- ----------- ---------- ----------
Weighted average number of Shares Outstanding................. 144,451 144,451 61,647 61,647
---------- ----------- ---------- ----------
---------- ----------- ---------- ----------
Loss per Paired Share:
Loss attributable to common stockholders before
extraordinary items....................................... $ (0.42) $ (1.08) $ (0.40) $ (0.40)
Extraordinary loss.......................................... (0.01) (0.01) (0.04) (0.04)
---------- ----------- ---------- ----------
Net loss.................................................... $ (0.43) $ (1.09) $ (0.44) $ (0.44)
---------- ----------- ---------- ----------
---------- ----------- ---------- ----------
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, 1998 SEPTEMBER 30, 1997
----------------------- ----------------------
BASIC DILUTED BASIC DILUTED
---------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Loss before extraordinary item................................ $ (35,440) $ (35,440) $ (1,304) $ (1,304)
Adjustment for equity forwards(1)............................. -- (122,431) -- --
Preferred stock dividends..................................... (4,250) (4,250) -- --
---------- ----------- ---------- ----------
Loss attributable to common stockholders before extraordinary
items....................................................... (39,690) (162,121) (1,304) (1,304)
Extraordinary loss............................................ (31,817) (31,817) (2,534) (2,534)
---------- ----------- ---------- ----------
Net loss attributable to common stockholders.................. $ (71,507) $ (193,938) $ (3,838) $ (3,838)
---------- ----------- ---------- ----------
---------- ----------- ---------- ----------
Weighted average number of Shares Outstanding................. 122,391 122,391 49,454 49,454
---------- ----------- ---------- ----------
---------- ----------- ---------- ----------
Loss per Paired Share:
Loss attributable to common stockholders before
extraordinary items....................................... $ (0.32) $ (1.32) $ (0.03) $ (0.03)
Extraordinary loss.......................................... (0.26) (0.26) (0.05) (0.05)
---------- ----------- ---------- ----------
Net loss.................................................... $ (0.58) $ (1.58) $ (0.08) $ (0.08)
---------- ----------- ---------- ----------
---------- ----------- ---------- ----------
</TABLE>
- ------------------------
(1) The adjustment relates to the mark-to-market adjustment for the UBS
Transaction and the NMS Transaction (described in Note 7), which can be
settled in cash or stock, at the Companies option. There is no adjustment to
earnings per share for the PaineWebber Transaction since it can be settled
in stock only and is accounted for by the Reverse Treasury Method.
23
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC. AND
WYNDHAM INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
(UNAUDITED)
6. COMPUTATION OF EARNINGS PER SHARE: (CONTINUED)
PATRIOT BASIC AND DILUTED EARNINGS PER SHARE
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, 1998 SEPTEMBER 30, 1997
--------------------- --------------------
BASIC DILUTED BASIC DILUTED
--------- ---------- --------- ---------
<S> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Loss before extraordinary item.................................. $ (37,436) $ (37,436) $ (25,179) $ (25,179)
Adjustment for equity forwards(1)............................... -- (95,063) -- --
Preferred stock dividends....................................... (1,555) (1,555) -- --
--------- ---------- --------- ---------
Loss attributable to common stockholders before extraordinary
items......................................................... (38,991) (134,054) (25,179) (25,179)
Extraordinary loss.............................................. -- -- (2,534) (2,534)
--------- ---------- --------- ---------
Net loss attributable to common stockholders.................... $ (38,991) $ (134,054) $ (27,713) $ (27,713)
--------- ---------- --------- ---------
--------- ---------- --------- ---------
Weighted average number of common shares outstanding............ 144,451 144,451 61,647 61,647
--------- ---------- --------- ---------
--------- ---------- --------- ---------
Loss per share:
Loss attributable to common stockholders before extraordinary
items....................................................... $ (0.27) $ (0.93) $ (0.41) $ (0.41)
Extraordinary loss............................................ -- -- (0.04) (0.04)
--------- ---------- --------- ---------
Net loss...................................................... $ (0.27) $ (0.93) $ (0.45) $ (0.45)
--------- ---------- --------- ---------
--------- ---------- --------- ---------
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, 1998 SEPTEMBER 30, 1997
----------------------- ----------------------
BASIC DILUTED BASIC DILUTED
---------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Income (loss) before extraordinary item....................... $ 20,680 $ 20,680 $ (2,013) $ (2,013)
Adjustment for equity forwards(1)............................. -- (122,431) -- --
Preferred stock dividends..................................... (3,110) (3,110) -- --
---------- ----------- ---------- ----------
Income (loss) available (attributable) to common stockholders
before extraordinary items.................................. 17,570 (104,861) (2,013) (2,013)
Extraordinary loss............................................ (30,559) (30,559) (2,534) (2,534)
---------- ----------- ---------- ----------
Net loss attributable to common stockholders.................. $ (12,989) $ (135,420) $ (4,547) $ (4,547)
---------- ----------- ---------- ----------
---------- ----------- ---------- ----------
Weighted average number of common shares outstanding.......... 122,391 122,391 49,454 49,454
---------- ----------- ---------- ----------
---------- ----------- ---------- ----------
Earnings per share:
Income (loss) available (attributable) to common
stockholders before extraordinary items................... $ 0.14 $ (0.86) $ (0.04) $ (0.04)
Extraordinary loss.......................................... (0.25) (0.25) (0.05) (0.05)
---------- ----------- ---------- ----------
Net loss.................................................... $ (0.11) $ (1.11) $ (0.09) $ (0.09)
---------- ----------- ---------- ----------
---------- ----------- ---------- ----------
</TABLE>
- ------------------------
(1) The adjustment relates to the mark-to-market adjustment for the UBS
Transaction and the NMS Transaction (described in Note 7), which can be
settled in cash or stock, at the Companies option. There is no adjustment to
earnings per share for the PaineWebber Transaction since it can be settled
in stock only and is accounted for by the Reverse Treasury Method.
24
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC. AND
WYNDHAM INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
(UNAUDITED)
6. COMPUTATION OF EARNINGS PER SHARE: (CONTINUED)
WYNDHAM BASIC AND DILUTED EARNINGS PER SHARE
<TABLE>
<CAPTION>
JULY 1, 1997
(INCEPTION OF
THREE MONTHS ENDED NINE MONTHS OPERATIONS)
SEPTEMBER 30, ENDED THROUGH
--------------------- SEPTEMBER 30, SEPTEMBER 30,
1998(1) 1997(2) 1998(1) 1997(2)
---------- --------- ------------- -------------
BASIC
BASIC ----------------------------
---------------------
<S> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Income (loss) before extraordinary item.................. $ (25,777) $ 709 $ (66,429) $ 709
Preferred stock of dividends............................. (1,140) -- (1,140) --
---------- --------- ------------- -------------
Income (loss) available (attributable) to common
stockholders before extraordinary items................ (26,917) 709 (67,569) 709
Extraordinary loss....................................... (1,257) -- (1,257) --
---------- --------- ------------- -------------
Net income (loss) available (attributable) to common
stockholders........................................... $ (28,174) $ 709 $ (68,826) $ 709
---------- --------- ------------- -------------
---------- --------- ------------- -------------
Weighted average number of common shares outstanding..... 144,451 61,647 122,391 61,647
Dilutive securities:
Effect of unvested stock grants........................ -- 891 -- 891
Dilutive options to purchase common shares............. -- 1,100 -- 1,100
Dilutive effect of price adjustment arrangements....... -- -- -- --
Dilutive convertible preferred shares.................. -- -- -- --
---------- --------- ------------- -------------
144,451 63,638 122,391 63,638
---------- --------- ------------- -------------
---------- --------- ------------- -------------
Earnings per share:
Income (loss) available (attributable) to common
stockholders before extraordinary item............... $ (0.19) $ 0.01 $ (0.55) $ 0.01
Extraordinary loss..................................... (0.01) -- (0.01) --
---------- --------- ------------- -------------
Net income (loss)...................................... $ (0.20) $ 0.01 $ (0.56) $ 0.01
---------- --------- ------------- -------------
---------- --------- ------------- -------------
</TABLE>
- ------------------------
(1) Wyndham is in a loss position for both the three months and nine months
ended September 30, 1998. Therefore, the presentation of basic and diluted
earnings per share are identical since the securities which could have a
dilutive impact on earnings per share are anti-dilutive.
(2) For the 1997 period of operations for Wyndham, July 1, 1997 (inception of
operations) through September 30, 1997, there are no securities which would
have a dilutive impact on earning per share.
25
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC. AND
WYNDHAM INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
(UNAUDITED)
7. COMMITMENTS AND CONTINGENCIES:
The Companies are parties to transactions with three counterparties
involving the sale of an aggregate of 13.3 million shares of Paired Common
Stock, with related Price Adjustment Mechanisms, as described below.
UBS TRANSACTION. On December 31, 1997, the Companies entered into
transactions with UBS Limited and Union Bank of Switzerland, London Branch
(together with its successor, UBS AG, London Branch, "UBS" and, together with
Warburg Dillon Read, LLC, the "UBS Parties"). Pursuant to the terms of a
Purchase Agreement dated as of December 31, 1997 (the "UBS Purchase Agreement"),
UBS Limited purchased 3,250,000 Paired Shares (the "Initial UBS Shares") from
the Companies at a purchase price of $28.8125 per share (the last reported sale
price of the Paired Shares on December 30, 1997) for approximately $91,800 in
net proceeds. The net proceeds were used by the Companies to repay existing
indebtedness. The Initial UBS Shares represent approximately 1.8% of the
outstanding Paired Shares as of the date of this filing. UBS received from the
Companies a placement fee of 2%, or approximately $1,900.
In connection with the issuance of the Initial UBS Shares, the Companies
entered into a Forward Stock Contract, dated as of December 31, 1997, with UBS
(as amended on August 14, 1998 and September 11, 1998, the "Forward Stock
Contract"). Pursuant to the Forward Stock Contract, the Companies have agreed to
effect a settlement, in one or more transactions (each a "UBS Settlement"), with
respect to a number of Paired Shares equal to the number of Initial UBS Shares,
at a per Paired Share price equal to $28.8125 plus a forward accretion
reflecting an imputed return at LIBOR plus 140 basis points, minus an adjustment
to reflect distributions on the Paired Shares (the "UBS Forward Price"). The
forward accretion component represents a guaranteed rate of return to UBS. The
Paired Shares to be delivered to or by UBS may consist of Paired Shares acquired
under the UBS Purchase Agreement or otherwise.
The Companies may effect a UBS Settlement by (i) delivering to UBS Paired
Shares (the "UBS Settlement Shares") equal in value (valued at the daily average
closing price for the Paired Shares over a specific period of time (the "UBS
Unwind Price")) to the UBS Forward Price at the time of such UBS Settlement
times the number of Paired Shares subject to such UBS Settlement (the "UBS
Settlement Amount") in exchange for the number of shares subject to such UBS
Settlement, (ii) delivering to (or, in the event the UBS Unwind Price is greater
than the UBS Forward Price, receiving from) UBS a number of Paired Shares equal
to the difference between the number of the UBS Settlement Shares and the number
of shares subject to such UBS Settlement, or (iii) delivering to UBS cash equal
to the UBS Settlement Amount in exchange for the shares subject to such UBS
Settlement. If the Companies make a UBS Settlement in Paired Shares, they must
also pay to UBS (i) an unwind accretion fee (payable in cash or shares) equal to
50% of the UBS Settlement Amount times the imputed return of LIBOR plus 140
basis points over the period designated for such UBS Settlement and (ii) a
placement fee equal to 0.50% of the UBS Settlement Amount. The Forward Stock
Contract provides that shares may be delivered in settlement only if the
Companies have on file with the SEC an effective registration statement covering
the resale by UBS of the shares to be delivered. A registration statement
covering up to 4,000,000 shares to be sold by UBS was declared effective (as
amended) on October 15, 1998. A registration statement covering up to an
26
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC. AND
WYNDHAM INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
(UNAUDITED)
7. COMMITMENTS AND CONTINGENCIES: (CONTINUED)
additional 40,000,000 shares to be sold by PWFS, Nations and UBS was declared
effective on October 15, 1998.
In connection with the September 11, 1998 amendment to the Forward Stock
Contract, the Companies paid down $45,628 under the Forward Stock Contract
through the application of cash collateral that had previously been delivered to
UBS pursuant to the Forward Stock Contract. In addition, the Companies have
delivered an additional 2,474,359 Paired Shares and $8,252 to UBS as collateral
pursuant to the Forward Stock Contract. The cash collateral held by UBS is
subject to adjustment every two weeks such that the amount of cash collateral is
equal to the number of shares subject to the Forward Stock Contract times the
amount by which the UBS Forward Price exceeds the closing price for the Paired
Shares on the trading day immediately preceding the adjustment date (such
closing price the "UBS Reset Price" and such product the "UBS Interim Settlement
Amount"). With the prior written consent of UBS, the Companies may elect to
deliver to UBS a number of Paired Shares (the "UBS Interim Settlement Shares")
equal in value (valued at the UBS Reset Price) to 125% of the UBS Interim
Settlement Amount.
The Forward Stock Contract provides that if the average closing price of the
Paired Shares for any two consecutive trading days does not equal or exceed
$11.00 (the "UBS Unwind Threshold"), UBS has the right to force a complete
settlement under the Forward Stock Contract. As a result of the failure of the
average closing price of the Paired Shares for October 2 and October 5, 1998 to
equal or exceed $11.00, UBS became entitled to force a complete settlement
pursuant to the terms of the Forward Stock Contract and continues to be so
entitled. In addition, the Forward Stock Contract reached maturity on October
15, 1998. UBS has asserted that the Companies are in default under the terms of
the Forward Stock Contract as the result of the Companies not delivering certain
cash collateral and not making final settlement of the Forward Stock Contract in
cash, although the Companies have disputed this assertion. See "Potential
Dilution and Liquidity Effects of the Price Adjustment Mechanisms" below.
UBS also has the right to force a complete settlement under the Forward
Stock Contract if the Companies (i) are in default with respect to certain
financial and notice covenants under the Forward Stock Contract, (ii) are in
default under the Corporation's credit facility with Chase Manhattan Bank, (iii)
are in default with respect to certain specified indebtedness of the Companies,
(iv) declare bankruptcy or become insolvent or fail to post sufficient cash
collateral, (v) effect an early settlement, unwind or liquidation of any
transaction similar to the transaction with UBS or (vi) fail to settle the
transaction in cash simultaneously with the sale by the Companies of certain
property. A registration statement covering the sale of up to 4,000,000 shares
by UBS was declared effective (as amended) on October 15, 1998. Also, a
registration statement covering the sale of up to an additional 40,000,000
shares by PWFS, Nations and UBS was declared effective on October 15, 1998.
However, there can be no assurance that such registration statements will remain
effective or that the Companies will not be required to register more Paired
Shares in connection with the Forward Stock Contract.
NATIONS TRANSACTION. On February 26, 1998, the Companies entered into
transactions with a subsidiary of NationsBank Corporation (together with
NationsBanc Mortgage Capital Corporation, "Nations"). Pursuant to the terms of a
Purchase Agreement dated as of February 26, 1998 (the "Nations Purchase
27
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC. AND
WYNDHAM INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
(UNAUDITED)
7. COMMITMENTS AND CONTINGENCIES: (CONTINUED)
Agreement"), Nations purchased 4,900,000 Paired Shares (the "Initial Nations
Shares") from the Companies at a purchase price of $24.8625 per share (which
reflected a 2.5% discount from $25.50, the last reported sale price of the
Paired Shares on February 25, 1998) for net proceeds of approximately $121,800.
The net proceeds were used by the Companies to repay existing indebtedness. The
Initial Nations Shares represent approximately 2.7% of the outstanding Paired
Shares as of the date of this filing.
In connection with the issuance of the Initial Nations Shares, the Companies
entered into a Purchase Price Adjustment Mechanism, dated as of February 26,
1998, with Nations (as amended on August 14, 1998, the "Nations Price Adjustment
Mechanism"). Pursuant to the Nations Price Adjustment Mechanism, the Companies
have agreed to effect certain purchase price adjustments on or before February
26, 1999, in one or more transactions (each a "Nations Settlement"), with
respect to a number of Paired Shares equal to the number of Initial Nations
Shares, by reference to a per Paired Share price equal to $25.50 plus a forward
accretion representing an imputed return at LIBOR plus 150 basis points, minus
an adjustment to reflect distributions on the Paired Shares (the "Nations
Forward Price"). The Paired Shares to be delivered to or by Nations may consist
of Paired Shares acquired under the Nations Purchase Agreement or otherwise.
The Companies may effect a Nations Settlement by (i) delivering to Nations
Paired Shares (the "Nations Settlement Shares") equal in value (valued at the
dollar volume weighted average price for the Paired Shares (as calculated
pursuant to the Nations Price Adjustment Mechanism) over a specific period of
time (the "Nations Unwind Price")) to the Nations Forward Price at the time of
such Nations Settlement times the number of shares subject to such Nations
Settlement (the "Nations Settlement Amount") in exchange for the number of
shares subject to such Nations Settlement, (ii) delivering to (or, in the event
the Nations Unwind Price is greater than the Nations Forward Price, receiving
from) Nations a number of Paired Shares equal to the difference between the
number of Nations Settlement Shares and the number of shares subject to such
Nations Settlement, or (iii) delivering to Nations cash equal to the Nations
Settlement Amount in exchange for a number of Paired Shares equal to the number
of shares subject to such Nations Settlement. If the Companies effect a
settlement pursuant to clause (i) or (ii) above, they must also pay a placement
fee equal to 2% of the Nations Settlement Amount. The Nations Price Adjustment
Mechanism provides that shares may be delivered in settlement only if (i) the
Companies have on file with the SEC an effective registration statement covering
the sale by Nations of the shares to be delivered, (ii) for settlement at
maturity, the dollar volume weighted average price of the Paired Shares (as
calculated pursuant to the Nations Price Adjustment Mechanism) on the date of
such settlement is greater than or equal to $20.00 and (iii) for settlement at
maturity, no Mandatory Nations Unwind Event (as defined below) has occurred and
is continuing. If the above conditions are not met when they apply, the
Companies generally must deliver cash equal to the Nations Settlement Amount.
The Nations Price Adjustment Mechanism provides that on or after October 15,
1998, if the dollar volume weighted average price of the Paired Shares for any
two consecutive trading days does not equal or exceed certain amounts (the
"Nations Unwind Thresholds"), Nations has the right to force a partial or
complete settlement under the Nations Price Adjustment Mechanism. The Nations
Unwind Thresholds are $20.00 (33% settlement), $18.75 (67%) and $17.25 (100%).
As a result of failure of the price of the
28
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC. AND
WYNDHAM INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
(UNAUDITED)
7. COMMITMENTS AND CONTINGENCIES: (CONTINUED)
Paired Shares to exceed the Nations Unwind Thresholds, pursuant to the terms of
the Nations Price Adjustment Mechanism, Nations became entitled to force a
complete settlement under the Nations Price Adjustment Mechanism on October 16,
1998, and continues to be so entitled. Nations has not required any settlement
under the Nations Price Adjustment Mechanism to date. See "Potential Dilution
and Liquidity Effects of the Price Adjustment Mechanism" below.
Nations also has the right to force a complete settlement under the Nations
Price Adjustment Mechanism at any time upon the occurrence of any of the
following (each a "Mandatory Nations Unwind Event"): (i) default of the
Companies with respect to certain indebtedness, (ii) declaration by the
Companies of bankruptcy or insolvency or failure to post sufficient cash
collateral or (iii) the sale or refinancing by the Companies of certain
properties in which the net proceeds of such sale or refinancing (up to the
amount necessary to effect a complete cash settlement) are not applied to a cash
settlement under the Nations Price Adjustment Mechanism. The Nations Price
Adjustment Mechanism also provides that, upon the consummation of the sale or
refinancing of certain properties by the Companies with a third party, the
Companies must apply the net proceeds to the extent necessary to effect a
complete cash settlement under the Nations Price Adjustment Mechanism. The
Companies have agreed to use all commercially reasonable efforts to effect such
a sale or refinancing. The Companies' planned sale of assets to Paine Webber
Real Estate (as described in Note 13 below) would give rise to a Mandatory
Nations Unwind Event absent a waiver by Nations. The Companies are seeking such
a waiver, but no assurance can be given as to whether or on what terms it will
be obtained. In addition, the Companies' bank group has indicated its belief
that consent under the credit facility would be required in connection with such
sale. No assurance can be given as to whether or on what terms such consent, if
required, will be obtained. Under the terms of the Nations Price Adjustment
Mechanism, upon the occurrence of a Mandatory Nations Unwind Event, if the Daily
Average Price (as defined) of the Paired Shares does not exceed $20.00, the
Companies would be deemed to have elected to settle the Nations Price Adjustment
Mechanism in cash (and the Companies would not be entitled to elect to settle in
stock). The Daily Average Price of the Paired Shares on November 19, 1998 was
$7.46.
As of the date of this filing, the Companies have delivered an aggregate of
13,886,547 Paired Shares and $179.2 to Nations as collateral to secure the
Companies' obligations under the Nations Price Adjustment Mechanism. A
registration statement covering the sale by PWFS, Nations and UBS of up to
40,000,000 Paired Shares in connection with the Price Adjustment Mechanisms has
been declared effective; however there can be no assurance that such
registration statement will remain effective or that the Companies will not be
required to register more Paired Shares in connection with the Price Adjustment
Mechanisms.
PWFS TRANSACTION. On April 6, 1998, the Companies entered into transactions
with PaineWebber Incorporated ("PaineWebber") and PaineWebber Financial
Products, Inc. ("PWFS" and, together with PaineWebber, the "PaineWebber
Parties"). Pursuant to the terms of a Purchase Agreement dated as of April 6,
1998 (the "PaineWebber Purchase Agreement"), PaineWebber purchased 5,150,000
Paired Shares (the "Initial PaineWebber Shares") from the Companies at a
purchase price of $27.01125 per share, which reflected a 2% discount to the last
reported sale price of the Paired Shares on April 3, 1998, for net
29
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC. AND
WYNDHAM INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
(UNAUDITED)
7. COMMITMENTS AND CONTINGENCIES: (CONTINUED)
proceeds of approximately $139,100. The net proceeds were used by the Companies
to repay existing indebtedness. The Initial PaineWebber Shares represent
approximately 2.9% of the outstanding Paired Shares as of the date of this
filing.
In connection with the issuance of the Initial PaineWebber Shares, the
Companies entered into a Purchase Price Adjustment Mechanism Agreement, dated as
of April 6, 1998, with PWFS (as amended on August 14, 1998, September 30, 1998
and October 22, 1998, the "PaineWebber Price Adjustment Agreement"). Upon any
settlement under the PaineWebber Price Adjustment Agreement (a "PW Settlement"),
the purchase price of the Initial PaineWebber Shares subject to the PW
Settlement is adjusted based upon the difference between (i) the proceeds (net
of a negotiated resale spread or underwriting discount) received by PWFS from
the sale of the Paired Shares and (ii) a reference price (the "Reference Price")
equal to the closing price for a Paired Shares on April 3, 1998 plus a forward
accretion reflecting an imputed return at LIBOR plus 140 basis points, minus an
adjustment to reflect distributions on the Initial PaineWebber Shares prior to
the date of such PW Settlement (such difference, the "PW Price Difference"). If
the PW Price Difference is positive, PWFS must deliver Paired Shares or cash to
the Companies equal in value to the aggregate PW Price Difference. If the PW
Price Difference is negative, the Companies must deliver to PWFS additional
Paired Shares equal in value (net of a negotiated resale spread or underwriting
discount, as the case may be) to the aggregate PW Price Difference. The
PaineWebber Price Adjustment Agreement provides that shares may be delivered in
settlement only if the Companies have on file with the SEC an effective
registration statement covering the resale by PWFS of the shares to be
delivered. Although a registration statement covering the sale of up to
40,000,000 Paired Shares by PWFS, Nations and UBS in connection with the Price
Adjustment Mechanisms has been declared effective, there can be no assurance
that such registration statement will remain effective or that the Companies
will not be required to register more Paired Shares in connection with the Price
Adjustment Mechanisms.
Pursuant to the PaineWebber Price Adjustment Agreement, the Companies have
to date delivered 17,816,281 Paired Shares to PWFS as collateral ("Collateral
Shares") and have paid cash dividends totaling $192.3 on the Collateral Shares,
which amount is held by PWFS as collateral. Such number of shares is subject to
adjustment every two weeks such that the value of the Collateral Shares plus the
Initial PaineWebber Shares that have not been settled (valued at the closing
price of the Paired Shares on the adjustment date) is equal to the amount by
which the Reference Price times the number of shares subject to the PaineWebber
Price Adjustment Agreement (i.e., the number of Initial PaineWebber Shares that
have not been settled) exceeds $5,000 (such excess amount, the "Collateral
Amount"). The PaineWebber Price Adjustment Agreement provides, that if the
resale by PWFS of the shares to be so delivered is not covered by an effective
registration statement, then the Companies, at their option, must deliver to
PWFS either (i) a number of Collateral Shares equal in value to 125% of the
Collateral Amount or (ii) cash collateral equal to the Collateral Amount.
Although a registration statement covering the sale of up to 40,000,000 Paired
Shares by PWFS, Nations and UBS in connection with the Price Adjustment
Agreements has been declared effective, there can be no assurance that such
registration statement will remain effective or that the Companies will not be
required to register more Paired Shares in connection with the Price Adjustment
Mechanisms.
30
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC. AND
WYNDHAM INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
(UNAUDITED)
7. COMMITMENTS AND CONTINGENCIES: (CONTINUED)
The PaineWebber Price Adjustment Agreement provides that if the closing
price of the Paired Shares on any trading day does not equal or exceed $16.00,
PWFS has the right to force a complete settlement under the PaineWebber Price
Adjustment Agreement through any commercially reasonable manner of sale
specified by PWFS. As a result of the failure of the closing price of the Paired
Shares to equal or exceed $16.00 on August 25, 1998, pursuant to the terms of
the PaineWebber Price Adjustment Agreement, PWFS became entitled to force a
complete settlement under the PaineWebber Price Adjustment Agreement and
continues to be so entitled. In addition, the PaineWebber Price Adjustment
Agreement reached maturity on October 15, 1998. PWFS has not required any
settlement under the PaineWebber Price Adjustment Agreement to date although it
has reserved its right to do so. See "Potential Dilution and Liquidity Effects
of the Price Adjustment Mechanisms" below.
PWFS also has the right to force a complete settlement under the PaineWebber
Price Adjustment Agreement if the Companies (i) are in default with respect to
certain specified indebtedness of the Companies or (ii) effect an early
settlement, unwind or liquidation of any transaction similar to the transaction
with PWFS.
POTENTIAL DILUTION AND LIQUIDITY EFFECTS OF THE PRICE ADJUSTMENT
MECHANISMS. Settlement under one or more of the Price Adjustment Mechanisms
described above could have adverse effects on the Companies' liquidity or
dilutive effects on the Companies' capital stock. As of the date of this filing,
all three counterparties to the Price Adjustment Mechanisms were, pursuant to
the terms of the Price Adjustment Mechanisms, entitled to require settlement of
their transactions. If upon settlement the reset price or unwind price (in the
case of the UBS and Nations transactions) or the market price (in the case of
the PWFS transaction) of the Paired Shares is less than the applicable forward
price or reference price, the Companies must deliver cash or additional Paired
Shares to effect such settlement. Delivery of cash would adversely affect the
Companies' liquidity, and delivery of shares would have dilutive effects on the
Companies' capital stock. Moreover, to settle in stock under any of the Price
Adjustment Mechanisms, the Companies may be required to issue Paired Shares at a
depressed price, which would heighten the dilutive effects on the Companies'
capital stock. The dilutive effects of a stock settlement increase significantly
as the market price of the Paired Shares declines below the applicable forward
price or reference price. Furthermore, under certain circumstances, the
Companies may settle in Paired Shares only if a registration statement covering
such shares is effective. Although to date registration statements covering the
sale of up to 44,000,000 Paired Shares in connection with the Price Adjustment
Mechanisms have been declared effective, there can be no assurance that such
registration statements will remain effective or that the Companies will not be
required to register more Paired Shares in connection with the Price Adjustment
Mechanisms.
The market price of the Paired Shares has dropped significantly below the
applicable forward price or reference price under each of the Price Adjustment
Mechanisms. As a result, the Companies have to date made cash payments
(including cash dividends on collateral shares) totaling $54,252 (including a
partial settlement of $45,628 in cash under the UBS Forward Stock Contract) and
delivered an aggregate of 34,177,187 additional Paired Shares as collateral
pursuant to the Price Adjustment Mechanisms. If the Companies settled all three
transactions in cash on November 12, 1998, they would be obligated to deliver
31
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC. AND
WYNDHAM INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
(UNAUDITED)
7. COMMITMENTS AND CONTINGENCIES: (CONTINUED)
to the counterparties a total of approximately $314,369 (assuming application of
the cash currently held as collateral by the counterparties) and would receive
from the counterparties a total of 13.3 million Paired Shares plus all Paired
Shares then held as collateral by them.
The terms of the Price Adjustment Mechanisms provide that all three
counterparties currently have the right to require the Companies to settle their
transactions. Moreover, UBS has asserted that the Companies are in default under
the terms of the Forward Stock Contract as the result of the Companies not
delivering certain cash collateral and not making final settlement of the
Forward Stock Contract in cash, although the Companies have disputed this
assertion.
The Companies are currently in discussions regarding possible resolutions of
the Price Adjustment Mechanisms to provide the Companies with the opportunity to
resolve the Price Adjustment Mechanisms through payments of cash or other forms
of consideration, and thus to avoid the need to settle in shares. There can be
no assurance that such discussions will be successful. Moreover, any such
resolutions may require the consent of the lenders under the Companies' credit
facility. No assurances can be given that any such consent, if required and
sought, would be obtained, or that the Companies would be able to meet their
obligations under any such settlement arrangement.
8. RELATED PARTY TRANSACTIONS:
In connection with the CHCI Merger, Mr. Karim Alibhai, President and Chief
Operating Officer of Wyndham, received 156,863 OP Units of the Operating
Partnerships valued at approximately $5,000 and entities affiliated with Mr.
Alibhai received 85,600 shares of Wyndham Series A Preferred Stock and 85,600
shares of Wyndham Series B Preferred Stock with an aggregate value of
approximately $3,980. These units and shares were issued in consideration of Mr.
Alibhai's ownership interests in CHCI and its affiliates. In addition, Mr.
Sherwood M. Weiser, a director of Wyndham, received 394,397 shares of Wyndham
Series A Preferred Stock and 394,398 shares of Wyndham Series B Preferred Stock
valued at $18,182 in connection with the CHCI Merger as consideration for his
ownership interest in CHCI and its affiliates.
9. INCOME TAXES:
As a result of the Wyndham Merger, the WHG Merger and the Interstate Merger,
Wyndham recorded a deferred tax liability totaling $108,221. The deferred tax
liability represents the tax effects of differences between the fair values and
the tax bases of identifiable assets acquired and liabilities assumed in
connection with the transactions.
The income tax provision for Wyndham is affected by certain expenses which
are deductible in determining net income for GAAP purposes, but are
non-deductible for federal income tax purposes. The income tax provision is also
affected by Wyndham's ownership of certain subsidiaries which are not
consolidated for federal income tax purposes.
32
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC. AND
WYNDHAM INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
(UNAUDITED)
10. CASH DIVIDENDS DECLARED; 1998 DIVIDENDS
<TABLE>
<CAPTION>
DIVIDEND
PER
SHARE(1)
-----------
<S> <C>
1997:
First quarter...................................................................................... $ 0.2625
Second quarter..................................................................................... $ 0.3225(2)
Third quarter...................................................................................... $ 0.2625
1998:
First quarter...................................................................................... $ 0.3200(3)
Second quarter..................................................................................... $ 0.3200(4)
</TABLE>
- ------------------------
(1) Represents shares of Old Patriot Common Stock for periods through July 1,
1997, and Paired Shares for periods after July 1, 1997, except that
dividends have been paid only on shares of Patriot Common Stock for periods
after July 1, 1997. No dividends have been paid on shares of Wyndham
International Common Stock.
(2) Dividends paid for second quarter of 1997 include a special dividend of
$0.06 per share paid by Old Patriot on June 30, 1997. To maintain its
qualification as a REIT prior to consummation of the Cal Jockey merger, Old
Patriot was required to distribute to its stockholders any undistributed
"real estate investment trust taxable income" of Old Patriot for Old
Patriot's short taxable year ending with the consummation of the Cal Jockey
Merger.
(3) On May 4, 1998, Patriot declared a dividend of $0.32 per share for the first
quarter of 1998. The dividend was paid on May 29, 1998 to shareholders of
record on May 20, 1998.
(4) On July 28, 1998, Patriot declared a dividend of $0.32 per share for the
second quarter of 1998. The dividend was paid on August 20, 1998 to
shareholders of record on August 10, 1998.
Patriot is currently reviewing its liquidity and financial condition.
Accordingly, Patriot has decided not to declare a dividend with respect to the
third quarter at this time. Instead, prior to December 31, 1998, Patriot intends
to declare a dividend, payable in cash or securities in January, 1999, which
will be at least sufficient to satisfy the federal income tax requirements with
respect to dividends in order for Patriot to continue to qualify as a REIT.
11. PRO FORMA FINANCIAL INFORMATION:
The following unaudited separate and combined pro forma results of
operations of Patriot and Wyndham are presented as if the 487 hotels owned,
leased, managed or franchised by the Companies as of September 30, 1998, had
been acquired on January 1, 1997. Such acquisition transactions include: (i) the
Cal Jockey Merger, the Wyndham Merger, the Interstate Merger and the CHCI Merger
and the related transactions; (ii) the closing on the commitment for the
Revolving Credit Facility and Term Loans; (iii) the acquisition of Grand
Heritage Hotels, Inc. and other Grand Heritage subsidiaries; (iv) the Arcadian
Acquisition and the Summerfield Acquisition; (v) the WHG Transactions; and (vi)
the private placements of equity securities and public offering of the
Companies' common stock which occurred during the first
33
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC. AND
WYNDHAM INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
(UNAUDITED)
11. PRO FORMA FINANCIAL INFORMATION: (CONTINUED)
nine months of 1998 and during 1997. The following unaudited pro forma financial
information is not necessarily indicative of what actual results of operations
of Patriot and Wyndham would have been assuming such transactions had been
completed as of January 1, 1997, nor do they purport to represent the results of
operations for future periods.
PATRIOT AND WYNDHAM
COMBINED PRO FORMA RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
--------------------------
1998 1997
------------ ------------
(IN THOUSANDS, EXCEPT PER
SHARE DATA)
<S> <C> <C>
Total revenue..................................................... $ 1,929,924 $ 1,794,741
------------ ------------
------------ ------------
Net loss(1)....................................................... $ (86,513) $ (45,931)
Adjustment for equity forwards(2)................................. (95,063) --
Preferred stock dividends......................................... (4,250) --
------------ ------------
Net loss to common stockholders................................. $ (185,826) $ (45,931)
------------ ------------
------------ ------------
Earnings per share--
Basic loss per Paired Share....................................... $ (1.33) $ (0.33)
------------ ------------
------------ ------------
Diluted loss per Paired Share..................................... $ (1.33) $ (0.33)
------------ ------------
------------ ------------
Weighted average number of Paired Shares and Paired Share
equivalents outstanding:
Basic........................................................... 139,820 139,820
------------ ------------
------------ ------------
Diluted......................................................... 139,820 139,820
------------ ------------
------------ ------------
</TABLE>
- ------------------------
(1) Combined pro forma net loss for the nine months ended September 30, 1998
includes costs to acquire leaseholds and treasury lock settlement costs,
non-recurring expenses, in the amount of $61,000 and $49,225, respectively.
Combined pro forma net loss for the nine months ended September 30, 1997
includes costs to acquired leaseholds, a non-recurring expense, in the
amount of $43,820 that was reported by the Companies.
(2) The adjustment relates to the mark-to-market adjustment for the UBS
Transaction and the Nations Transaction (described in Note 7), which can be
settled in cash or stock, at the Companies' option. There is no adjustment
to earnings per share for the PaineWebber Transaction since it can be
settled in stock only and is accounted for by the Reverse Treasury Stock
Method.
34
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC. AND
WYNDHAM INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
(UNAUDITED)
11. PRO FORMA FINANCIAL INFORMATION: (CONTINUED)
PATRIOT
CONSOLIDATED PRO FORMA RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
--------------------------
1998 1997
------------ ------------
(IN THOUSANDS, EXCEPT PER
SHARE DATA)
<S> <C> <C>
Total revenue..................................................... $ 565,944 $ 545,601
------------ ------------
------------ ------------
Net income (loss)(1).............................................. $ 17,263 $ (42,754)
Adjustment for equity forwards(2)................................. (95,063) --
Preferred stock dividends......................................... (3,110) --
------------ ------------
Net loss to common stockholders................................. $ (80,910) $ (42,754)
------------ ------------
------------ ------------
Earnings per share--
Basic earnings (loss) per share................................... $ (0.58) $ (0.31)
------------ ------------
------------ ------------
Diluted earnings (loss) per share................................. $ (0.58) $ (0.31)
------------ ------------
------------ ------------
Weighted average number of common shares and common share
equivalents outstanding:
Basic........................................................... 139,820 139,820
------------ ------------
------------ ------------
Diluted......................................................... 139,820 139,820
------------ ------------
------------ ------------
</TABLE>
- ------------------------
(1) Consolidated pro forma net loss for the nine months ended September 30, 1998
includes costs to acquire leaseholds and treasury lock settlement costs,
non-recurring expenses, in the amount of $8,279 and $49,225, respectively,
that were reported by Patriot. Consolidated pro forma net loss for the nine
months ended September 30, 1997 includes costs to acquired leaseholds, a
non-recurring expense, in the amount of $43,820 that was reported by
Patriot.
(2) The adjustment relates to the mark-to-market adjustment for the UBS
Transaction and the Nations Transaction (described in Note 7), which can be
settled in cash or stock, at the Companies' option. There is no adjustment
to earnings per share for the PaineWebber Transaction since it can be
settled in stock only and is accounted for by the Reverse Treasury Stock
Method.
35
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC. AND
WYNDHAM INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
(UNAUDITED)
11. PRO FORMA FINANCIAL INFORMATION: (CONTINUED)
WYNDHAM
CONSOLIDATED PRO FORMA RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
--------------------------
1998 1997
------------ ------------
(IN THOUSANDS, EXCEPT PER
SHARE DATA)
<S> <C> <C>
Total revenue..................................................... $ 1,901,245 $ 1,760,812
------------ ------------
------------ ------------
Net loss(1)....................................................... $ (114,085) $ (3,177)
Preferred stock dividends......................................... (1,140) --
------------ ------------
Net loss to common stockholders................................. $ (115,225) $ (3,177)
------------ ------------
------------ ------------
Earnings per share
Basic loss per share.............................................. $ (0.82) $ (0.02)
------------ ------------
------------ ------------
Diluted loss per share............................................ $ (0.82) $ (0.02)
------------ ------------
------------ ------------
Weighted average number of common shares and common share
equivalents outstanding:
Basic........................................................... 139,820 139,820
------------ ------------
------------ ------------
Diluted......................................................... 139,820 139,820
------------ ------------
------------ ------------
</TABLE>
- ------------------------
(1) Consolidated pro forma net loss for the nine months ended September 30, 1998
includes costs to acquire leaseholds, a non-recurring expense, in the amount
of $52,721 that was reported by Wyndham.
12. LIQUIDITY:
The Companies are evaluating possible means of meeting near-term debt
service requirements and improving liquidity through refinancing or extending
the maturity of existing indebtedness, issuing additional equity securities, and
divesting certain non-core, non-proprietarily branded hotel assets. The
Companies have also re-strategized capital expenditures (currently estimated at
$100,000 for 1999) and development programs, are improving operating
efficiencies, and are in discussions to seek possible amendments to the
Revolving Credit Facility.
No assurances can be made regarding the availability or terms of additional
sources of capital for the Companies in the future and no assurances can be
given regarding the Companies' ability to successfully refinance or extend the
maturity of existing indebtedness. A default by the Companies under current
existing indebtedness may cause a cross-default under other existing
indebtedness, including, without limitation, the Revolving Credit Facility. No
assurances can be given regarding the Companies' success in
36
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC. AND
WYNDHAM INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
(UNAUDITED)
12. LIQUIDITY: (CONTINUED)
securing any amendments to the Revolving Credit Facility. Additionally, in the
absence of such amendments, no assurances can be given that the Companies will
meet the reduced EBITDA coverage ratio requirements which go into effect in
December under the Revolving Credit Facility. If the Companies are unable to
secure additional sources of financing in the future, are unable to successfully
refinance existing indebtedness, or are unable to obtain amendments to existing
convenants under the Revolving Credit Facility, no assurance can be made that
the Companies will be able to meet their financial obligations as they come due
without substantial dilution of assets outside the ordinary course of business,
restructuring of debt, externally forced revisions of its operations or similar
actions. Additionally, no assurances can be given that the lack of future
financing sources would not have a material adverse effect on the Companies'
financial condition and results of operations.
13. SUBSEQUENT EVENTS:
In September 1998, Hurricane Georges hit the island of Puerto Rico and the
Gulf coast of the United States, including Florida and Louisiana. Patriot owns
three properties on Puerto Rico, the El Conquistador Resort and Country Club,
the El San Juan Hotel and Casino and the Condado Plaza Hotel. The hurricane
caused approximately $60,000 of property related damage, excluding the impact of
business interruption, to the El Conquistador, Condado Plaza Hotel & Casino and
the El San Juan Hotel & Casino properties. As a result of the damage, the three
properties experienced varying periods of business interruption. In addition to
these properties, Wyndham manages two properties on the island, the Old San Juan
Hotel and Casino and the Wyndham Palmas del Mar.
The Companies' damage assessment teams, working with the underwriters for
the Companies' insurance providers, have inspected each of the Companies' owned
or managed properties on Puerto Rico and while none of the properties were
destroyed, each sustained damages requiring repair and construction.
Furthermore, each of the Companies' owned or managed properties sustained
damages to the surrounding grounds and landscaping which are in the process of
being repaired. To date, the El San Juan, the Old San Juan, the El Conquistador
and the Palmas del Mar have re-opened for business. It is currently anticipated
that the remainder of the closed rooms at the Condado Plaza, the stand alone
ballroom at the Palmas del Mar and the suites at Las Casitas and certain other
ancillary facilities at the El Conquistador will re-open in late November. In
addition, the grand opening of the Golden Door Spa at the El Conquistador which
was scheduled for mid-October will be delayed until mid-December. The Companies'
estimated re-opening dates are subject to the availability of construction
materials and labor. No assurance can be given that the Companies' owned or
manage properties in Puerto Rico will be operating at full capacity by these
estimated dates.
All of the Companies' owned or managed properties on Puerto Rico are insured
with both comprehensive property damage and business interruption insurance,
subject to certain deductibles. The Companies have hired a consultant to assess
their business interruption claims and are currently negotiating with their
insurance carriers regarding coverage for the losses sustained at the Puerto
Rico properties. While the Companies currently believe that substantially all of
the damages sustained at their Puerto Rico
37
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC. AND
WYNDHAM INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
(UNAUDITED)
13. SUBSEQUENT EVENTS: (CONTINUED)
properties will be covered by insurance, no assurances can be made regarding the
timing or amount of the actual payments that will ultimately be received by the
Companies under these policies.
On October 20, 1998, the El Conquistador Partnership, L.P. (the "El
Conquistador Partnership"), which is beneficially owned 100% by the Companies,
filed a Form S-11 with the SEC with respect to the offering (the "Bond
Offering") of the undivided interests in the loan agreement between Puerto Rico
Industrial, Tourist, Educational, Medical and Environmental Control Facilities
Financing Authority ("AFICA") and the El Conquistador Partnership relating to
certain AFICA tourism revenue bonds (the "AFICA Bonds"). It is contemplated that
the AFICA Bonds will be issued in the total principal amount of $100,000, will
consist of serial bonds and term bonds and will be issued in register form,
without coupons, in denominations which are multiples of $5. AFICA will issue
the AFICA Bonds and lend the proceeds to the El Conquistador Partnership
pursuant to the loan agreement (the "AFICA Loan Agreement"). The El Conquistador
Partnership will use the loan proceeds to repay the Interim Financing entered
into on August 3, 1998, to fund certain reserves and to pay certain costs and
expenses of issuing the AFICA Bonds. The AFICA Bonds will be secured by a lien
on substantially all the assets of the El Conquistador Partnership.
On October 23, 1998, Patriot notified the Summerfield Partners'
Representative of Patriot's intention to deliver the additional consideration
due under the Summerfield Acquisition agreement based on the market price of the
Paired Shares through the end of 1998 in the form of OP Units. Patriot currently
estimates the additional consideration due under the Summerfield Acquisition
agreement at approximately $10,500.
On November 3, 1998, the Companies entered into agreements to extend the
maturity of certain debt related to the El Conquistador and the Condado Plaza
Hotel & Casino from November 3, 1998 to January 29, 1999. The extension
agreements required that $10,000 be deposited into an escrow account in
installments beginning on the date of the extension through January 12, 1999.
Upon the satisfactory completion of certain conditions, the $10,000 will be
released from escrow.
On November 8, 1998, the Companies announced two asset disposition
transactions which, in aggregate, are expected to total approximately $206,500.
The first transaction, currently under a letter of intent, is to transfer seven
hotels representing approximately 1,982 guest rooms, as well as a controlling
interest in Interstate Hotel Management, Inc., to affiliates of Paine Webber
Real Estate for aggregate consideration of approximately $165,000, including the
satisfaction of $160,000 in debt owed by the Companies to Paine Webber Real
Estate in connection with the Arcadian Acquisition. This consideration may be
subject to an additional earn-out if the hotels meet certain return targets.
This transaction is expected to close on or before December 23, 1998 subject to
the satisfactory completion of PaineWebber's due diligence and customary closing
conditions. This acquisition, if consummated, would be in lieu of the Spin-off
contemplated under the Marriott Settlement Agreement. This transaction is
subject to third-party consents and conditions. There can be no assurance that a
definitive contract will be entered into, that the consents and conditions will
be satisfied, or that the transaction will ultimately be consummated.
38
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC. AND
WYNDHAM INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
(UNAUDITED)
13. SUBSEQUENT EVENTS: (CONTINUED)
The second transaction, which is expected to close by November 20, 1998,
includes the sale of a 100% interest in two hotel properties and a 50% equity
interest in two other hotel properties to Mr. Milton Fine, a director of
Patriot, for an aggregate purchase price of $41,500.
On November 12, 1998, the Companies announced they had retained Morgan
Stanley Dean Witter & Co. and Chase Securities Inc. as co-advisors to explore
alternatives responding to issues relating to debt maturities and the forward
equity contracts. The Companies are exploring a broad range of alternatives to
address these matters, including, without limitation, a sale of equity and/or
debt securities, a business combination or a sale of certain assets. No
assurances can be given as to whether or when (or on what terms) any transaction
would be consummated.
On November 16, 1998, the Companies announced they will offer a stock option
exchange program for its employees who were awarded options since the Companies
acquired the paired-share structure. Certain senior executives and directors
will not participate in the exchange. The Companies will utilize the Black
Schole's Option Pricing Model, one of two valuation models recognized by the
SEC, to compute the appropriate exchange of the formerly issued options. The
share price on the to-be-exchanged options will be determined by the higher of
the average price of the Companies paired shares over a five-day trading period
that commenced on Tuesday, November 10, 1998, or the closing price of the
Companies paired shares on the fifth trading day. The result of the exchange
will be the award of fewer options in aggregate, but at a calculated amount of
$8.10 per share, to ensure that the option program continues as a valuable
vehicle through which to incent and retain valuable employees.
Certain lenders on the debt assumed in the Arcadian Acquisition have rights
to consent to the roll-over of certain short-term leases which are subject to
renewal in December 1998. Certain lenders have asserted that they intend not to
consent to the roll-over of these leases. As a result, the Companies would be
required to refinance such debt if such consents could not be obtained.
The Companies are in discussions regarding the sale of certain hotels
currently leased to NorthCoast Hotels. No definitive agreement has been reached
regarding this sale and no assurances can be given that the transaction will be
consummated.
As previously disclosed, the Companies are currently reviewing the
characterization and recognition in the fourth quarter of 1998 of approximately
$16,000 of income relating to the cancellation of certain rights.
39
<PAGE>
PART II: OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
<TABLE>
<CAPTION>
ITEM NO. DESCRIPTION
- ----------- ----------------------------------------------------------------------------------------------
<S> <C>
10.1+ Purchase Agreement, dated as of April 6, 1998, by and among Patriot American Hospitality,
Inc., Wyndham International, Inc., PaineWebber Incorporated and PaineWebber Financial
Products, Inc.
10.2+ Letter Agreement, dated July 30, 1998, by and among Patriot American Hospitality, Inc.,
Wyndham International, Inc. and PaineWebber Financial Products, Inc.
10.3+ Letter Agreement, dated September 11, 1998, by and among Patriot American Hospitality, Inc.,
Wyndham International, Inc. and UBS AG, London Branch.
10.4+ Letter, dated September 15, 1998, from PaineWebber Financial Products, Inc. to Patriot
American Hospitality, Inc. and Wyndham International, Inc.
10.5+ Letter Agreement, dated September 30, 1998, by and among Patriot American Hospitality, Inc.,
Wyndham International, Inc. and PaineWebber Financial Products, Inc.
10.6+ Letter Agreement, dated October 22, 1998, by and among Patriot American Hospitality, Inc.,
Wyndham International, Inc. and PaineWebber Financial Products, Inc.
99.1+ Debt Maturity Schedule of the Companies as of November 5, 1998.
ITEM NO. DESCRIPTION
- ----------- ----------------------------------------------------------------------------------------------
27.1 Financial Data Schedule--Patriot (filed herewith as amended).
27.2+ Financial Data Schedule--Wyndham
</TABLE>
- ------------------------
+ Incorporated by reference from Form 10-Q For the Quarter Ended September 30,
1998
(b) Reports on Form 8-K:
(i) Joint Current Report on Form 8-K of Patriot American Hospitality,
Inc. and Wyndham International, Inc. dated June 2, 1998 (Nos.
001-09319 and 001-09320 filed June 17, 1998), as amended August 6,
1998, reporting under Item 2 the Interstate Merger and the
Summerfield Acquisition.
(ii) Joint Current Report on Form 8-K of Patriot American Hospitality,
Inc. and Wyndham International, Inc. dated November 9, 1998 (Nos.
001-09319 and 001-09320 filed November 9, 1998), as amended November
10, 1998, reporting under Item 5 current developments regarding
combined liquidity and capital resources, the forward contracts, the
treasury rate lock agreements, Hurricane Georges and third quarter
1998 earnings.
40
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrants have duly caused this report to be signed
on their behalf by the undersigned, thereunto duly authorized.
DATED: March 19, 1999
<TABLE>
<S> <C>
PATRIOT AMERICAN HOSPITALITY, INC.
/s/ LAWRENCE S. JONES
-----------------------------------------------
Lawrence S. Jones
EXECUTIVE VICE PRESIDENT AND TREASURER
(AUTHORIZED OFFICER AND PRINCIPAL ACCOUNTING
AND FINANCIAL OFFICER)
WYNDHAM INTERNATIONAL, INC.
/s/ LAWRENCE S. JONES
-----------------------------------------------
Lawrence S. Jones
EXECUTIVE VICE PRESIDENT AND TREASURER
(AUTHORIZED OFFICER AND PRINCIPAL ACCOUNTING
AND FINANCIAL OFFICER)
</TABLE>
41
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
AND THE CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1998 AND 1997 OF PATRIOT AMERICAN HOSPITALITY, INC.
</LEGEND>
<RESTATED>
<CIK>0000016343
<NAME>PATRIOT AMERICAN HOSPITALITY
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1997
<PERIOD-START> JAN-01-1998 JAN-01-1997
<PERIOD-END> SEP-30-1998 SEP-30-1997
<CASH> 39,030 20,360
<SECURITIES> 0 0
<RECEIVABLES> 15,636 14,458
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 5,225,483 2,083,768
<DEPRECIATION> 173,105 67,501
<TOTAL-ASSETS> 6,756,426 2,321,105
<CURRENT-LIABILITIES> 0 0
<BONDS> 0 0
0 0
49 0
<COMMON> 1,555 733
<OTHER-SE> 2,494,721 908,294
<TOTAL-LIABILITY-AND-EQUITY> 6,756,426 2,321,105
<SALES> 0 0
<TOTAL-REVENUES> 438,119 123,308
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 269,167 95,270
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 162,294 31,977
<INCOME-PRETAX> 30,669 549
<INCOME-TAX> 533 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 30,559 2,534
<CHANGES> 0 0
<NET-INCOME> (9,879) (4,547)
<EPS-PRIMARY> (0.11) (0.09)
<EPS-DILUTED> (0.11) (0.09)
</TABLE>
