<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 and 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 21, 1997
SIGNATURE INNS, INC.
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(Exact name of Registrant as specified in charter)
Indiana 0-9659 35-1426996
- ---------------------------- ------------ ------------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
250 East 96th Street, Suite 450, Indianapolis, Indiana 46240
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (317) 581-1111
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N/A
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(Former name or former address, if changed since last report.)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) The information required to be disclosed in paragraph (a) of this
Item is hereby incorporated by reference to pages F16-F23 of the Registrant's
Registration Statement on Form SB-2 (File No. 333-12735) filed with the
Securities and Exchange Commission on September 26, 1996, as amended on
January 21, 1997.
(b) PRO FORMA FINANCIAL STATEMENTS
The unaudited pro forma financial statements are presented assuming (i)
the completion of the Offering and (ii) the acquisition of the 23 hotels owned
by the Affiliated Entities. The pro forma balance sheet assumes that these
transactions were consummated on December 31, 1996, and the pro forma
statements of operations assume that these transactions were consummated on
January 1, 1996. In management's opinion, all material adjustments necessary
to reflect the transactions are presented in the pro forma adjustments. The
pro forma statements do not purport to project the Company's financial
position or results of operations at any future date or for any future period.
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<TABLE>
<CAPTION>
Pro Forma Condensed Consolidated Balance Sheet (Unaudited)
December 31, 1996
Pro Forma
Historical Adjustments
------------------- --------------------
Certain Comple- Acqui-
Affil- tion sition
iated of of
The Partner- Offer- minority
Company ships ing interests
(A) (B) (C) (D)
ASSETS
<S> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents 1,994,751 6,021,340 38,535,569 (2,507,000)
Restricted cash 284,292 259,621 - -
Other current assets 646,077 1,850,463 - -
---------- ---------- ---------- -----------
Total current assets 2,925,120 8,131,424 38,535,569 (2,507,000)
---------- ---------- ---------- -----------
Hotel limited partnerships:
Equity investments 2,097,809 - -
Receivables, net 3,441,648 - -
---------- ---------- -----------
5,539,457 - -
---------- ---------- -----------
Property and equipment, net 10,358,333 64,594,183 399,281 2,199,657
Furniture and equipment reserves 184,708 1,063,870 - -
Deferred costs and
other assets, net 1,603,461 791,892 (1,123,250) -
---------- ---------- ----------- ----------
20,611,079 74,581,369 37,811,600 (307,343)
========== ========== ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of
long-term debt 238,765 5,615,119 - -
Other current liabilities 1,324,356 2,749,316 (300,000) -
---------- ---------- ---------- ----------
Total current liabilities 1,563,121 8,364,435 (300,000) -
---------- ---------- ---------- ----------
Long-term debt, less
current portion 12,078,622 54,734,924 (2,750,000) -
Other partners' equity 307,343 - - (307,343)
---------- ---------- ----------- ----------
Total liabilities 13,949,086 63,099,359 (3,050,000) (307,343)
---------- ---------- ----------- ----------
Partners' equity 11,482,010
Shareholders' equity:
Preferred stock, no par value - - 40,861,600 -
Common stock, no par value 10,017,514 - - -
Accumulated deficit (3,355,521) - - -
----------- ---------- ---------- ----------
Total shareholders' equity 6,661,993 1,148,201 40,861,600 -
---------- ---------- ---------- ----------
20,611,079 74,581,369 37,811,600 (307,343)
========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Pro forma Adjustments
-------------------------------------------
Acqui-
sition Pro
of Forma
Hotels Other Total
(E) (F)
ASSETS
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents (29,401,306) (4,655,911)(1) 9,987,443
Restricted cash - - 543,913
Other current assets - 2,496,540
------------ ----------- ----------
Total current assets (29,401,306) (4,655,911) 13,027,896
------------ ----------- ----------
Hotel limited partnerships:
Equity investments - (1,571,809)(2) 526,000
Receivables, net - (3,441,648)(3) -
------------ ----------- ----------
- (5,013,457) 526,000
------------ ----------- ----------
Property and equipment, net 2,0947,607 ( 195,506)(2) 98,303,555
Furniture and equipment reserves - - 1,248,578
Deferred costs and other assets, net (791,892) - 480,211
------------- ----------- ----------
(9,245,591) (9,864,874) 113,586,240
============ ============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt - (3,904,609)(4) 1,949,275
Other current liabilities - - 3,773,672
---------- ------------ -----------
Total current liabilities - (3,904,609) 5,722,947
---------- ------------ -----------
Long-term debt, less
current portion: (4,186,807) (3,441,648)(3) 60,339,700
3,904,609 (4)
Other partners' equity - - -
---------- ------------ ------------
Total liabilities (4,186,807) (3,441,648) 66,062,647
---------- ------------ -----------
Partners' equity (5,058,784) (1,767,315)(2) -
(4,655,911)(1)
Shareholders' equity:
Preferred stock, no par value - - 40,861,600
Common stock, no par value - - 10,017,514
Accumulated deficit - - (3,355,521)
---------- ----------- -----------
Total shareholders' equity (5,058,784) (6,423,226) 4,7523,593
---------- ----------- -----------
(9,245,591) (9864874) 113,586,240
=========== =========== ===========
</TABLE>
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<TABLE>
<CAPTION>
Pro Forma Condensed Consolidated Statements of Operations (Unaudited)
Historical
Certain
The Affiliated Pro forma Pro forma
Company Partnerships adjustments total
(A) (B)
YEAR ENDED DECEMBER 31,1996
<S> <C> <C> <C> <C>
Revenues:
Hotel revenues $ 5,399,772 $ 34,070,306 $39,470,078
Management and
franchise fees 3,061,958 $ (3,061,958)(G) -
----------- ------------ -----------
8,461,730 34,070,306 39,470,078
----------- ------------ -----------
Costs and expenses:
Hotel costs and
expenses 3,099,066 22,564,766 (3,061,958)(G) 22,601,874
Depreciation and
amortization 570,454 3,399,912 (500,366)(K) 3,470,000
General and
administrative 2,363,440 2,363,440
----------- ------------ -----------
6,032,960 25,964,678 28,435,314
----------- ------------ -----------
Operating income 2,428,770 8,105,628 11,034,764
----------- ------------ -----------
Other income (expenses):
Interest expense (1,035,340) (5,411,116) 671,000 (I) (5,632,456)
143,000 (J)
Capital appreciation
fee - - - -
Interest income 208,285 275,703 (143,000)(J) 340,988
Equity in income
of hotel limited
partnerships 596,190 - (596,190)(H) -
Other partners'
equity in income (345,512) 345,512 (H) -
Other, net 23,726 - 23,726
----------- ------------ -----------
(552,651) (5,135,413) (5,267,742)
----------- ------------ -----------
Income before
income tax
expense 1,876,119 2,970,215 5,767,022
Income tax expense 216,893 1,673,107 (L) 1,890,000
----------- ------------ -----------
Net income 1,659,226 2,970,215 3,877,022
============
Less: preferred
stock dividend - (3,835,200)
----------- -----------
Net income
applicable to
common stock 1,659,226 41,822
=========== ===========
Per common share $ 0.79 $ 0.02
=========== ===========
Weighted average
common shares
outstanding 2,104,167 2,104,167
=========== ===========
</TABLE>
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Notes to Pro Forma Condensed Consolidated Financial Statements (Unaudited)
(A) Reflects the historical financial statements of the Company as of
December 31, 1996 (which includes three hotels owned by consolidated
affiliates) and for the year then ended. The weighted average common
shares outstanding have been adjusted to reflect a 1-for-3.7 share
reverse stock split declared by the Board of Directors of the Company on
October 22, 1996, which became effective on January 21, 1997, the
effective date of the "Offering".
(B) Reflects the historical financial statements of the Certain Affiliated
Partnerships as of December 31, 1996 (which includes 20 hotels) and for
the year then ended.
(C) Reflects the estimated net proceeds of the Offering, including the
over-allotment exercised by the Underwriters, a repayment of the
Company's line of credit and allocation of deferred offering and
acquisition costs to shareholders' equity and property and equipment.
(D) Reflects the estimated use of the proceeds to acquire the three hotels
owned by the consolidated affiliates.
(E) Reflects the estimated use of the proceeds to acquire the twenty hotels
owned by the seventeen Certain Affiliated Partnerships, the elimination
of the deferred financing costs and the payment of second mortgage loans,
including fees in the amount of $503,141, by Certain Affiliated
Partnerships, and the reduction of one mortgage loan of $1,091,107.
(F) Reflects the following other pro forma adjustments:
(1) The distribution to the limited partners of their portion of the
remaining cash balances, including amounts effectively reimbursed
for the furniture and equipment cash reserves, hotel inventories,
supplies, prepaid insurance and similar items.
(2) The elimination of the Company's investment in the Certain
Affiliated Partnerships. The remaining investment represents the
Company's 40% ownership interest in Signature Inn Carmel.
(3) The elimination of receivables and payables between the Company and
the Certain Affiliated Partnerships.
(4) Reflects the changes due to the replacement and refinancing of
certain hotel mortgage loans.
(G) Reflects the elimination of intercompany management and franchise fees.
(H) Reflects the elimination of the Company's equity interest in the net
income of the Certain Affiliated Partnerships and the other partners'
equity interest in the net income of the consolidated affiliates.
(I) Reflects the elimination of the interest expense related to the bank line
of credit and the second Mortgage loans of the Certain Affiliated
Partnerships.
(J) Reflects the elimination of the interest income and expense related to
advances by the Company to the Certain Affiliated Partnerships.
<PAGE> 5
(K) Reflects adjustment to depreciation expense based on the Company's new
basis of the hotel properties acquired and the elimination of
amortization expense of the Certain Affiliated Partnerships related to
previously deferred financing costs.
(L) Reflects income tax expense at a combined federal and state statutory
rate after assuming the annual use of approximately $900,000 of net
operating loss carry forwards which is the expected maximum annual
allowable amount available for tax purposes after the completion of the
Offering.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Signature Inns, Inc. (Registrant)
By: /s/
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John D. Bontreger, President and
Chief Executive Officer
<PAGE> 6
Index of Exhibits
Exhibit
(20) Pages F16-F23 of the Registrant's
Registration Statement on Form SB-2 (File
No. 333-12735) filed with the Securities
and Exchange Commission on September 26,
1996, as amended, are hereby incorporated
by reference.
7
