<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 1, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from __________________ to ___________________
Commission File number 1-13486
John Q. Hammons Hotels, Inc.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 43-1695093
(State or other jurisdiction of incorporation (IRS Employer
or organization) Identification No.)
</TABLE>
300 John Q. Hammons Parkway
Suite 900
Springfield, MO 65806
(Address of principal executive offices)
(Zip Code)
(417) 864-4300
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) have been subject to such filing
requirements for the past 90 days.
Yes X No _______
-------
Number of shares of registrant's Class A Common Stock outstanding as of November
9, 1999: 5,596,120
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
JOHN Q. HAMMONS HOTELS, INC.
AND COMPANIES
CONSOLIDATED BALANCE SHEETS
(000's omitted)
ASSETS
<TABLE>
<CAPTION>
October 1, 1999 January 1, 1999
--------------- ---------------
(Unaudited) (Audited)
CURRENT ASSETS:
<S> <C> <C>
Cash and equivalents $ 26,843 $ 46,233
Marketable securities 12,911 6,533
Receivables
Trade, less allowance for doubtful accounts of $206 9,655 8,852
Construction reimbursements, and other 2,416 5,269
Management fees 85 62
Inventories 1,154 1,205
Prepaid expenses and other 329 1,089
---------- ---------
Total current assets 53,393 69,243
PROPERTY AND EQUIPMENT, at cost:
Land and improvements 54,214 47,982
Buildings and improvements 659,240 605,586
Furniture, fixtures and equipment 262,508 239,648
Construction in progress 68,567 63,078
---------- ---------
1,044,529 956,294
Less-accumulated depreciation and amortization (224,410) (194,860)
---------- ---------
820,119 761,434
RESTRICTED CASH AND RECEIVABLES FROM
PROPERTY DISPOSITIONS 25,591 18,166
DEFERRED FINANCING COSTS, FRANCHISE
FEES AND OTHER, net 27,231 27,643
---------- ---------
TOTAL ASSETS $ 926,334 $ 876,486
========== =========
</TABLE>
See Notes to Consolidated Financial Statements
2
<PAGE>
JOHN Q. HAMMONS HOTELS, INC.
AND COMPANIES
CONSOLIDATED BALANCE SHEETS
(000's omitted, except share data)
LIABILITIES AND EQUITY
<TABLE>
<CAPTION>
October 1, 1999 January 1, 1999
-------------------- -------------------
(Unaudited) (Audited)
LIABILITIES:
<S> <C> <C>
Current portion of long-term debt $ 16,650 $ 42,256
Accounts payable 8,272 13,141
Accrued expenses
Payroll and related benefits 8,216 6,843
Sales and property taxes 14,504 9,558
Insurance 8,992 10,061
Interest 3,659 12,540
Utilities, franchise fees and other 7,534 5,568
Accrued dividends -- 2,936
-------- --------
Total current liabilities 67,827 102,903
Long-term debt 808,548 717,460
Other obligations and deferred revenue 9,676 10,884
-------- --------
Total liabilities 886,051 831,247
-------- --------
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST OF HOLDERS OF LIMITED PARTNER UNITS 25,153 27,392
-------- --------
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value, 2,000,000 shares
authorized, none outstanding -- --
Class A common stock, $.01 par value, 40,000,000 shares
authorized in 1999 and 1998, 6,042,000 shares issued at
October 1, 1999 and January 1, 1999, and 5,635,120 and
6,042,000 shares outstanding at October 1, 1999 and
January 1, 1999, respectively 60 60
Class B common stock, $.01 par value, 1,000,000 shares
authorized, 294,100 shares issued and outstanding in 1999
and 1998 3 3
Paid-in capital 96,373 96,373
Retained deficit, net (79,593) (78,589)
Treasury stock, at cost, 406,880 shares at October 1, 1999 (1,713) --
-------- --------
TOTAL STOCKHOLDERS' EQUITY 15,130 17,847
-------- --------
TOTAL LIABILITIES AND EQUITY $926,334 $876,486
======== ========
</TABLE>
See Notes to Consolidated Financial Statements
3
<PAGE>
JOHN Q. HAMMONS HOTELS, INC.
AND COMPANIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(000's omitted, except share data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
Oct. 1, 1999 Oct. 2, 1998 Oct. 1, 1999 Oct. 2, 1998
------------ ------------ ------------ ------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
REVENUES:
Rooms $ 61,132 $ 56,918 $ 174,599 $ 162,306
Food and beverage 21,802 20,168 70,001 64,361
Meeting room rental and other 6,272 5,577 18,654 16,759
---------- ---------- ---------- ----------
Total revenues 89,206 82,663 263,254 243,426
OPERATING EXPENSES:
Direct operating costs and expenses
Rooms 15,829 13,580 44,386 40,648
Food and beverage 16,321 14,912 49,428 46,457
Other 907 874 2,764 2,663
General, administrative and sales expenses 27,638 25,491 79,532 73,066
Repairs and maintenance 3,784 3,417 11,115 9,930
Depreciation and amortization 11,913 11,547 33,751 33,900
---------- ---------- ---------- ----------
Total operating costs 76,392 69,821 220,976 206,664
---------- ---------- ---------- ----------
INCOME FROM OPERATIONS 12,814 12,842 42,278 36,762
OTHER INCOME (EXPENSE)
Gain on property disposition -- -- 2,365 238
Interest income 1,083 698 2,476 2,093
Interest expense and amortization of deferred financing fees (17,489) (14,921) (48,404) (43,619)
---------- ---------- ---------- ----------
LOSS BEFORE MINORITY INTEREST, PROVISION FOR INCOME TAXES,
EXTRAORDINARY ITEM AND CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
PRINCIPLE (3,592) (1,381) (1,285) (4,526)
Minority interest in losses of partnership 2,575 991 921 3,245
---------- ---------- ---------- ----------
LOSS BEFORE PROVISION FOR INCOME TAXES, EXTRAORDINARY ITEM AND
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE (1,017) (390) (364) (1,281)
Provision for income taxes (30) (40) (120) (115)
---------- ---------- ---------- ----------
LOSS BEFORE EXTRAORDINARY ITEM AND CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE (1,047) (430) (484) (1,396)
Extraordinary item: Cost of extinguishment of debt, net of
applicable tax benefit -- (148) (5) (518)
---------- ---------- ---------- ----------
LOSS BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE (1,047) (578) (489) (1,914)
Cumulative effect of change in accounting principle, net of
applicable tax benefit -- -- (515) --
---------- ---------- ---------- ----------
NET LOSS $ (1,047) $ (578) $ (1,004) $ (1,914)
========== ========== ========== ==========
BASIC AND DILUTED LOSS PER SHARE:
Loss before extraordinary item and cumulative effect
of change in accounting principle $ (0.17) $ (0.07) $ (0.08) $ (0.22)
Extraordinary item -- (0.02) -- (0.08)
Cumulative effect of change in accounting principle -- -- (0.08) --
---------- ---------- ---------- ----------
Per share net loss allocable to company $ (0.17) $ (0.09) $ (0.16) $ (0.30)
========== ========== ========== ==========
Weighted average shares outstanding 6,029,958 6,336,100 6,145,325 6,336,100
========== ========== ========== ==========
</TABLE>
See Notes to Consolidated Financial Statements
4
<PAGE>
JOHN Q. HAMMONS HOTELS, INC.
AND COMPANIES
CONSOLIDATED STATEMENTS OF CHANGES IN MINORITY INTEREST
AND STOCKHOLDERS' EQUITY
(000's omitted)
<TABLE>
<CAPTION>
STOCKHOLDERS' EQUITY
---------------------
Class A Class B Company
Minority Common Common Paid in Retained Treasury
Interest Stock Stock Capital Deficit Stock Total
--------- -------- --------- -------- --------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, January 1, 1999
(audited) $ 27,392 $ 60 $ 3 $ 96,373 $ (78,589) $ -- $17,847
Net loss allocable to
the company -- -- -- -- (1,004) -- (1,004)
Minority interest in
losses of partnership
after extraordinary
item and cumulative effect
of change in accounting
principle of $1,318 (2,239) -- -- -- -- -- --
Treasury stock purchased -- -- -- -- -- (1,713) (1,713)
-------- ------ ------ -------- -------- -------- -------
BALANCE, October 1, 1999
(unaudited) $ 25,153 $ 60 $ 3 $ 96,373 $ (79,593) $(1,713) $15,130
======== ====== ====== ======== ========= ======= =======
</TABLE>
See Notes to Consolidated Financial Statements
5
<PAGE>
JOHN Q. HAMMONS HOTELS, INC.
AND COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(000's omitted)
<TABLE>
<CAPTION>
Nine Months Ended
October 1, 1999 October 2, 1998
--------------- ---------------
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net loss $ (1,004) $ (1,914)
Adjustment to reconcile net loss to cash provided by
operating activities-
Minority interest in losses of partnership (921) (4,555)
Depreciation, amortization and loan cost amortization 35,178 35,350
Extraordinary item 5 1,828
Cumulative effect of change in accounting principle 515 --
Gain on sale of property and equipment (2,365) (238)
Changes in certain assets and liabilities
Receivables 2,027 (4,312)
Inventories 51 (103)
Prepaid expenses and other 760 695
Accounts payable (4,869) (527)
Accrued expenses (1,665) (5,800)
Other obligations and deferred revenue (1,208) 2,795
--------- ---------
Net cash provided by operating activities 26,504 23,219
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment, net (96,396) (103,415)
Proceeds from dispositions of hotels 6,500 39,387
Restricted cash remaining from property dispositions (7,425) (2,039)
Franchise fees and other (3,028) (5,744)
Purchase of marketable securities, net (6,378) (19)
--------- ---------
Net cash used in investing activities (106,727) (71,830)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 83,191 223,390
Repayments of debt (17,709) (183,624)
Distributions (2,936) (1,433)
Purchase of treasury stock (1,713) --
--------- ---------
Net cash provided by financing activities 60,833 38,333
--------- ---------
Decrease in cash and equivalents (19,390) (10,278)
CASH AND EQUIVALENTS, beginning of period 46,233 41,961
--------- ---------
CASH AND EQUIVALENTS, end of period $ 26,843 $ 31,683
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION;
CASH PAID FOR INTEREST, net of amounts capitalized $ 51,727 $ 51,689
========= =========
</TABLE>
See Notes to Consolidated Financial Statements
6
<PAGE>
JOHN Q. HAMMONS HOTELS, INC. AND COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. ENTITY MATTERS
The accompanying consolidated financial statements include the accounts of
John Q. Hammons Hotels, Inc. and John Q. Hammons Hotels, L.P. and subsidiaries.
(Collectively the Company or, as the context may require, John Q. Hammons
Hotels, Inc. only).
The Company was formed in September 1994 and had no operations or assets
prior to its initial public offering of Class A common stock in November 1994.
Immediately prior to the initial public offering, Mr. John Q. Hammons (JQH)
contributed approximately $5 million in cash to the Company in exchange for
294,100 shares of Class B common stock (which represents approximately 72% of
the voting control of the Company). The Company contributed the approximate $96
million of net proceeds from the Class A and Class B common stock offerings to
John Q. Hammons Hotels, L.P. (the "Partnership") in exchange for a 28.31%
general partnership interest.
All significant balances and transactions between the entities and
properties have been eliminated.
2. GENERAL
The accompanying unaudited interim financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission
for reporting on Form 10-Q. Accordingly, certain information and footnotes
required by generally accepted accounting principles (GAAP) for complete
financial statements have been omitted. These interim statements should be read
in conjunction with the financial statements and notes thereto included in the
Company's Form 10-K for the fiscal year ended January 1, 1999, which included
financial statements for the fiscal years ended January 1, 1999, January 2,
1998, and January 3, 1997.
The information contained herein reflects all normal and recurring
adjustments which, in the opinion of management, are necessary for a fair
presentation of the results of operations and financial position for the interim
periods.
The Company considers all operating cash accounts and money market
investments with an original maturity of three months or less to be cash
equivalents. Marketable securities consist of available-for-sale commercial
paper and governmental agency obligations which mature or will be available for
use in operations in 1999. These securities are valued at current market value,
which approximates cost.
The provision for income taxes was determined using an estimated income tax
rate to provide for estimated state, local and franchise taxes.
7
<PAGE>
3. INCOME (LOSS) PER SHARE
In 1997, the Company adopted Statement of Financial Accounting Standards
No. 128 "Earnings per Share" (SFAS 128). In accordance with SFAS 128, basic
earnings per share are computed by dividing net income by the weighted average
number of common shares outstanding during the year. Diluted earnings per share
are computed similar to basic except the denominator is increased to include the
number of additional common shares that would have been outstanding if dilutive
potential common shares had been issued.
In June, 1998, options to purchase 829,100 shares of common stock were
issued at an exercise price of $7 3/8 per share. Concurrently, the Company
canceled all unexercised outstanding options regardless of whether such options
were vested. As of October 1, 1999, the outstanding options were not dilutive
securities for the nine months then ended because the options' exercise price
was greater than the average market price of the common shares. Since there are
no dilutive securities, basic and diluted income (loss) per share are identical;
thus, a reconciliation of the numerator and denominator is not necessary.
During the nine months ended October 1, 1999, the Company purchased 406,880
shares for approximately $1.7 million. The Board of Directors has authorized
total purchases of treasury shares in 1999 of $3.0 million dollars.
4. NEW ACCOUNTING PRONOUNCEMENTS
In April 1998, the American Institute of Certified Public Accountants
released Statement of Position (SOP) 98-5 "Reporting on the Costs of Start-Up
Activities." The SOP requires costs of start-up activities, including preopening
expenses, to be expensed as incurred. The Company's past practice was to defer
these expenses until a hotel commenced operations, at which time the costs,
other than advertising costs that are expensed upon opening, were amortized over
a one-year period. The Company adopted the provisions of this statement in the
first quarter of fiscal 1999, and, as a result, cumulative unamortized
preopening costs of $0.5 million were charged to expense, net of $1.3 million of
minority interest.
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS 133"). SFAS 133 establishes accounting and
reporting standards requiring that every derivative instrument (including
certain derivative instruments embedded in other contracts) be recorded in the
balance sheet as either an asset or liability measured at its fair value. In
June 1999, the Financial Accounting Board issued Statement of Financial
Accounting Standards No. 137, Accounting for Derivative Instruments and Hedging
Activities-Deferral of the Effective Date of FASB Statement No. 133 ("SFAS
137"). SFAS 137 amends SFAS 133's effective date. SFAS 137 states the statement
is effective for all fiscal quarters of all fiscal years beginning after June
15, 2000. Upon adoption of this statement, the Company anticipates no impact on
its reported consolidated financial position, results of operations, cash flows
or related disclosures.
5. PROPERTY DISPOSITION
Effective February 6, 1998, the Company completed the sale of six hotels to
an unrelated party for $39.4 million, resulting in a pre-tax gain of
approximately $0.2 million. Certain of
8
<PAGE>
these hotels served as collateral under the 1994 and 1995 first mortgage notes.
Under the terms of these indentures, the Company provided replacement collateral
in accordance with the indenture provisions.
On December 31, 1998, the Company completed the sale of an additional hotel
property to an unrelated party for $16.1 million, resulting in a pre-tax gain of
approximately $8.0 million. This hotel served as collateral under the 1995 first
mortgage notes. Under the terms of this indenture, the Company must provide
replacement collateral of equivalent value or apply the net proceeds from the
sale to amounts outstanding. The Company intends to provide replacement
collateral in accordance with the indenture provisions.
On June 16, 1999, the Company completed the sale of an additional hotel
property to an unrelated party for $6.5 million, resulting in a pre-tax gain of
approximately $2.4 million. This hotel served as collateral under the 1994 first
mortgage notes. Under the terms of this indenture, the Company must provide
replacement collateral of equivalent value or apply the proceeds from the sale
to amounts outstanding. The Company intends to provide replacement collateral in
accordance with the indenture provisions.
As of October 1, 1999, approximately $25.6 million of cash was restricted
for the purpose of replacement collateral in accordance with the provisions of
the indentures.
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
General
For purposes of this discussion, the Company classifies new hotels (New
Hotels) as those hotels opened during the current year and the prior year, and
defines all other hotels as mature hotels (Mature Hotels).
The Company announced on September 11, 1998, that it was ceasing new
development activity except for the hotels under construction. As of October 1,
1999, the Company had three hotels under construction: Marriott Renaissance
Hotel at the Charlotte, North Carolina airport; Renaissance Hotel in Oklahoma
City, Oklahoma and Embassy Suites Hotel in Charleston, South Carolina. On April
15, 1999, the Company opened the Mesquite Hampton Inn and Suites Hotel. The
Company opened the Coral Springs Radisson Plaza Hotel on May 1, 1999. On August
3, 1999, the Company opened the Embassy Suites Hotel, Grapevine, Texas, adjacent
to the Bass Pro Shop's Outdoor World, near the Dallas-Fort Worth airport.
The Company's development activity limits its ability to grow net income.
Fixed charges for New Hotels (such as depreciation and amortization expense and
interest expense) exceed New Hotel operating cash flow in the first one to three
years of operations. As New Hotels mature, the Company expects that the
operating expenses for these hotels will decrease as a percentage of revenues,
although there can be no assurance that this will occur.
9
<PAGE>
Results Of Operations -Three-Month Period Ended October 1, 1999
The following discussion and analysis addresses results of operations for
the quarters ended October 1, 1999 (the "1999 Quarter") and October 2, 1998 (the
"1998 Quarter").
For the 1999 Quarter, the Company's total earnings before interest expense,
taxes, depreciation and amortization (EBITDA) were $24.7 million, an increase of
1.2% compared to the 1998 Quarter EBITDA of $24.4 million. The Mature Hotels'
EBITDA was $22.6 million in the 1999 Quarter, up 24.2% from $18.2 million in the
1998 Quarter primarily due to six hotels moving into the Mature Hotels category
from the New Hotels category. The six hotels (Omaha Embassy Suites, Branson
Chateau, Cary Embassy Suites, Charleston Embassy Suites, Kansas City Homewood
and Little Rock Embassy Suites) that were included in New Hotels in 1998 and
Mature Hotels in 1999 provided $4.8 million of EBITDA in the 1999 Quarter. As a
percentage of total revenues EBITDA related to the Mature Hotels increased to
29.1% in the 1999 Quarter from 28.4% in the 1998 Quarter. The New Hotels' EBITDA
for the 1999 Quarter was $(0.7) million compared to $3.2 million in the 1998
Quarter. This decrease was due primarily to the shift of six (6) hotels from New
Hotels to Mature Hotels.
Total revenues for the 1999 Quarter were $89.2 million, an increase of $6.5
million, or 7.9%, compared to the 1998 Quarter, primarily as a result of the
continued growth of the New Hotels, including the four hotels opened in 1998,
and the three hotels opened in 1999. The Company's Mature Hotels generated total
revenues of $77.5 million in the 1999 Quarter, an increase of $13.3 million, or
20.7%, compared to the 1998 Quarter. The Company's New Hotels generated total
revenues of $10.9 million during the 1999 Quarter compared to $17.8 million in
the 1998 Quarter.
Rooms revenues increased $4.2 million, or 7.4%, from the 1998 Quarter, but
decreased slightly as a percentage of total revenues, to 68.5% from 68.9%. The
dollar increase was primarily due to increased rooms revenues from the New
Hotels and increases in the Company's average room rate to $94.64, a 3.0%
increase compared to the 1998 Quarter average room rate of $91.89. In
comparison, the average room rate for the hotel industry was $80.80 in the 1999
Quarter, up 4.1% from the 1998 Quarter. The Company's occupancy rate for both
the 1999 Quarter and the 1998 Quarter was 66.4%. Occupancy for the hotel
industry was 69.7% in the 1999 Quarter, down from 70.0%, in the 1998 Quarter.
The Company's Revenue per Available Room was $62.86 in the 1999 Quarter, up 3.1%
from $60.98 in the 1998 Quarter. RevPAR for the hotel industry was $56.29, up
4.0% from the 1998 Quarter.
Food and beverage revenues increased $1.6 million, or 8.1%, compared to the
1998 Quarter, and remained stable as a percentage of total revenues, at 24.4%.
Sales at the New Hotels with full food and beverage services accounted for the
overall dollar increase in food and beverage revenues.
Meeting room rental and other revenues increased $0.7 million, or 12.5%,
from the 1998 Quarter, and increased as a percentage of revenues, to 7.0% from
6.7%. The majority of this increase related to sales at New Hotels as well as
increased meeting convention business in the Mature Hotels.
10
<PAGE>
Rooms operating expenses increased $2.2 million, or 16.6%, compared to the
1998 Quarter, and increased as a percentage of rooms revenues to 25.9% from
23.9% in the 1998 Quarter. The increase related primarily to expenses for New
Hotels. For the Mature Hotels, rooms operating expenses as a percentage of rooms
revenues were 23.9% in the 1999 Quarter compared to 25.2% in the 1998 Quarter.
Food and beverage operating expenses increased to $16.3 million compared to
$14.9 million in the 1998 Quarter, and increased slightly as a percentage of
food and beverage revenues, to 74.9% from 73.9%. The dollar increase was
attributable to expenses associated with food and beverage revenues at the New
Hotels.
Other operating expenses remained stable at $0.9 million compared to the
1998 Quarter, but decreased as a percentage of meeting room rental and other
revenues, to 14.5% from 15.7% in the same period of the prior year.
General, administrative and sales expenses increased $2.1 million, or 8.4%,
over the 1998 Quarter, and increased slightly as a percentage of revenues to
31.0% from 30.8%. The increase was primarily attributable to expenses associated
with New Hotel development and a larger number of hotels in the 1999 Quarter.
Approximately $0.8 million of preopening expenses were incurred and expensed in
the 1999 Quarter.
Repairs and maintenance expenses increased $0.4 million, or 10.7%, compared
to the 1998 Quarter, and increased slightly as a percentage of revenues, to 4.2%
from 4.1% in the 1998 Quarter.
Depreciation and amortization expenses increased $0.4 million, or 3.2%,
compared to the 1998 Quarter, but decreased as a percentage of revenues to 13.4%
from 14.0%, in the 1998 Quarter. The dollar increase in depreciation and
amortization is related to the New Hotels, as depreciation and amortization
expenses are higher in the initial years of a New Hotel's operation.
Income from operations remained stable at $12.8 million, compared to the
1998 Quarter, but decreased as a percentage of revenues, to 14.4% from 15.5%.
Expenses related to opening the New Hotels, primarily general, administration
and sales expenses, increased more rapidly than revenues from those New Hotels.
Interest expense (net) increased $2.2 million, or 15.3%, from the 1998
Quarter, and increased as a percentage of total revenues to 18.4% from 17.2%.
These increased costs reflected interest expense for the New Hotels.
Loss before minority interest and provision for income taxes was $3.6
million in the 1999 Quarter, compared to $1.4 million in the 1998 Quarter. The
increased loss was primarily attributable to higher interest expense, and, to a
lesser extent, increased depreciation and amortization associated with the
Company's New Hotels.
Basic and diluted loss per share in the 1999 Quarter was $0.17 compared to
$0.09 in the 1998 Quarter, which included an extraordinary charge of $0.02. The
loss was driven primarily by fixed charges associated with the Company's New
Hotels opened in 1999. The extraordinary charge in the 1998 Quarter related to
early retirement of debt.
11
<PAGE>
Results Of Operations-Nine-Month Period Ended October 1, 1999
The following discussion addresses results of operations for the nine month
periods ended October 1, 1999 (the "1999 Nine Months") and October 2, 1998 (the
"1998 Nine Months").
For the 1999 Nine Months, the Company's total EBITDA was $76.0 million, a
7.6% increase compared to the 1998 Nine Months EBITDA of $70.7 million. The
Mature Hotels' EBITDA was $67.1 million in the 1999 Nine Months, up $11.9
million from the 1998 Nine Months, primarily due to six hotels moving to the
Mature Hotels category from the New Hotels Category. The six hotels that were
included in New Hotels in 1998 and in Mature Hotels in 1999 provided $12.5
million of EBITDA in the 1999 Nine Months.
Total revenues increased to $263.3 million in the 1999 Nine Months from
$243.4 million in the 1998 Nine Months, an increase of $19.9 million or 8.1%.
The increase is primarily from the continued growth of New Hotels.
Rooms revenues increased to $174.6 million in the 1999 Nine Months from
$162.3 million in the 1998 Nine Months, an increase of $12.3 million or 7.6% as
a result of increases in average room rates and total number of available rooms.
Rooms revenues as a percentage of total revenues decreased slightly to 66.3%
compared to 66.7% in the 1998 Nine Months. The Company's average room rate
increased to $94.93 in the 1999 Nine Months from $91.31 in the 1998 Nine Months,
an increase of $3.62 or 4.0%. Occupancy decreased slightly to 64.1% in the 1999
Nine Months from 64.2% in the 1998 Nine Months.
Food and Beverage revenues increased to $70.0 million in the 1999 Nine
Months from $64.4 million in the 1998 Nine Months, an increase of $5.6 million
or 8.8%, and increased slightly as a percentage of total revenues to 26.6% from
26.4% in the 1998 Nine Months. The increase in revenues was attributable
primarily to sales at the New Hotels, including at the additional full service
hotels, and menu pricing adjustments.
Meeting room rental and other revenues increased to $18.7 million in the
1999 Nine Months from $16.8 million in the 1998 Nine Months, an increase of $1.9
million or 11.3%. Meeting room rental and other revenues increased slightly as
a percentage of total revenues to 7.1% from 6.9% in the 1998 Nine Months. The
increases are primarily attributable to the New Hotels.
Rooms operating expenses increased to $44.4 million in the 1999 Nine Months
from $40.6 million in the 1998 Nine Months, an increase of $3.8 million or 9.2%.
This expense represented 25.4% of rooms revenues in the 1999 Nine Months and
25.0% in the 1998 Nine Months. The increase relates to the hotels opened in the
last twelve months.
Food and beverage operating expenses increased to $49.4 million in the 1999
Nine Months from $46.5 million in the 1998 Nine Months, an increase of $2.9
million or 6.4%. These expenses decreased as a percentage of food and beverages
revenues in the 1999 Nine Months, to 70.6%, from 72.2% in the 1998 Nine Months.
Profit margins improved due to reductions in food and labor costs as a
percentage of food and beverage revenues.
12
<PAGE>
Other operating expenses increased to $2.8 million in the 1999 Nine Months
from $2.7 million in the 1998 Nine Months, an increase of $0.1 million, or 3.8%,
but decreased as a percentage of meeting room rental and other income to 14.8%
from 15.9%.
General, administrative and sales expenses increased to $79.5 million in
the 1999 Nine Months from $73.1 million in the 1998 Nine Months, an increase of
$6.4 million, or 8.8%, and increased slightly as a percentage of total revenues
to 30.2% from 30.0% in the 1998 Nine Months. The increase in these expenses was
primarily the result of expenses associated with the opening of New Hotels.
Approximately $2.7 million of pre-opening expenses were incurred and expensed in
the 1999 Nine Months.
Repairs and maintenance expenses increased to $11.1 million in the 1999
Nine Months from $9.9 million in the 1998 Nine Months, an increase of $1.2
million or 11.9%. The increase was a result of the increases in the total number
of hotels open and rooms available.
Depreciation and amortization expenses decreased slightly, to $33.8 million
in the 1999 Nine Months from $33.9 million in the 1998 Nine Months, a decrease
of $0.1 million or 0.4%. These expenses represented 12.8% of total revenues in
the 1999 Nine Months compared to 13.9% of total revenues in the 1998 Nine
Months. The depreciation and amortization decrease related to a change in
accounting principle which required the Company to write off unamortized pre-
opening costs in the 1999 Nine Months. In previous years, these amounts were
deferred and amortized over a one-year period.
Income from operations increased to $42.3 million in the 1999 Nine Months
from $36.8 million in the 1998 Nine Months, an increase of $5.5 million or
15.0%. The increase was due to increased revenues and improved operating
margins.
Gain on property disposition was $2.4 million in the 1999 Nine Months and
$0.2 million in the 1998 Nine Months. See Note 5 of Notes to Consolidated
Financial Statements.
Interest expense (net) increased to $45.9 million in the 1999 Nine Months
from $41.5 million in the 1998 Nine Months, an increase of $4.4 million or
10.6%, reflecting hotels opened within the last year. As a percentage of total
revenues, this expense increased to 17.4% in the 1999 Nine Months from 17.1% in
the 1998 Nine Months.
Loss before minority interest, provision for income taxes, extraordinary
item and cumulative effect of change in accounting principle was $1.3 million in
the 1999 Nine Months, compared to $4.5 million in the 1998 Nine Months.
Basic and diluted loss per share in the 1999 Nine Months was $0.16,
including an approximate $0.11 per share gain on the sale of a hotel in June
1999 and an $0.08 per share charge as the result of the change in accounting
principle described above in Note 4 of the Notes to Consolidated Financial
Statements, compared to a $0.30 loss in the 1998 Nine Months which included an
extraordinary charge of $0.08 per share. The losses were driven by fixed charges
associated with the Company's new hotels opened in 1998 and 1999.
13
<PAGE>
Liquidity and Capital Resources
In general, the Company has financed its operations through internal cash
flow, loans from financial institutions, the issuance of public debt and equity,
and the issuance of industrial revenue bonds. The Company's principal uses of
cash are to pay operating expenses, to service debt, to fund existing capital
expenditures and new hotel development, and to make quarterly distributions to
fund some of the taxes associated with income allocable to the partners.
At October 1, 1999, the Company had $26.8 million of cash and equivalents
and $12.9 million of marketable securities, compared to $46.2 million and $6.5
million, respectively, at the end of 1998. Total current assets at October 1,
1999, decreased $15.8 million, as the result of the decrease in cash and cash
equivalents, partially offset by an increase in receivables. As of October 1,
1999, the Company also had $25.6 million of restricted cash which is available
for replacement collateral in accordance with the terms of the 1994 and 1995
Note Indentures.
Net cash provided by operating activities was $26.5 million for the 1999
Nine Months compared to $23.2 million for the 1998 Nine Months.
At October 1, 1999, total debt was $825.2 million compared with $759.7
million at the end of 1998. The increase is attributable to the new hotels under
construction and the newly-opened hotels. The current portion of long-term debt
was $16.7 million, compared to $42.3 million at the end of 1998 due to
refinancing of the Topeka Capitol Plaza Hotel and an extension of the maturity
date on the Omaha Embassy Suites mortgage. The Company incurred net capital
expenditures of approximately $96.4 million during the 1999 Nine Months and
$103.4 million during the 1998 Nine Months. Of the $96.4 million incurred during
the 1999 Nine Months, approximately $10.1 million was for capital improvements
on existing hotel properties and approximately $86.3 million was for development
of new hotels. During the remainder of 1999, the Company expects capital
expenditures to total approximately $48.7 million, including approximately $5.4
million for capital improvements on existing hotels and approximately $43.3
million for continued new hotel development.
As of October 1, 1999, the Company had three hotels under construction. The
Company estimates the remaining building costs of these hotels will require
additional capital expenditures of approximately $52.9 million during 1999 and
2000. Construction in progress at October 1, 1999 included $68.6 million
expended for these projects and other hotel refurbishments. The Company has
received loans and loan commitments for projects under construction in the
amount of $78.8 million, with $51.4 million available, and expects the remaining
1999 capital requirements to be funded by cash, operating income and refinancing
of certain existing hotels. Based upon current plans relating to the timing of
new hotel development, loan draw schedules, and additional loans on unencumbered
developments, the Company anticipates that its capital resources will be
adequate to satisfy its 1999 capital requirements for the currently planned
projects and normal recurring capital improvements.
14
<PAGE>
Year 2000
State Of Readiness
The Company is actively addressing the impact of the Year 2000 (Y2K) as it
relates to the processes of its information technology environment. Potential
problems with internal, external and embedded systems are being addressed.
Capital budget funds have been set aside for software and hardware upgrades
and/or replacements to address Y2K issues. Virtually all such upgrades were
anticipated by the Company and would have been implemented within the next few
years even absent a Y2K issue.
The Company is requiring vendors and suppliers to certify Y2K compliance of
supplied information technology systems and devices. Compliance is defined as no
failures or interruptions occurring due to the processing of date information or
data between the years through 1999 and years beginning with the year 2000.
The Company has reviewed the effects of the upcoming Y2K on its computer
systems and operations, as well as on those of the hotels it operates. The
Company does not anticipate any material impact on its corporate operation,
given that the current systems used are believed to be Y2K compliant except for
its timekeeping and payroll systems which are being replaced, and are now
currently scheduled for completion during November, 1999.
Corporate Systems
Hardware-Computer systems were tested for Y2K compliance during the first
quarter of 1998. Ninety percent of those systems not compliant were replaced by
the end of the third quarter of 1998. The remaining systems were replaced during
the fourth quarter of 1998.
Software-All software systems were tested during the first quarter of 1998.
Word processing and spreadsheet software packages were deemed materially
compliant and will not be replaced. The accounting and payroll system was not
Y2K compliant and was replaced during January 1998. Maintenance upgrades to the
accounting and payroll systems are scheduled for implementation during the
fourth quarter of 1999.
Hotel Systems
Hardware-Testing of Company owned computer hardware was started during the
first quarter of 1998. All systems have been tested and those systems deemed not
Y2K compliant have been identified and have either been replaced or are
scheduled to be replaced with equipment currently on order.
Software-Bass Hotels and Resorts use the Encore Property Management System.
The current version has been updated and is now materially Y2K compliant. During
testing, some hardware issues have been identified. BIOS patches from IBM were
tested to correct these issues and these patches will be installed during the
fourth quarter. No expense to the Company is anticipated at this time.
15
<PAGE>
Promus Hotels, Inc. uses the System21 Property Management System. This
system is Y2K compliant.
Radisson Hotels and some Company hotels use the Fidelio Property Management
System. The current version of this software is Y2K compliant. The operating
system on the file servers will be compliant with the installation of software
patches at no expense to the Company. During the third quarter, some hardware
was replaced to maintain current levels of technology. The total amount of
expense to the Company was less than $50,000. These systems were scheduled for
upgrade in the year 2000 independent of the Y2K situation.
Other Company hotels use the Multi-Systems, Inc. Property Management
System. This system is Y2K compliant. Independent of Y2K issues, some of these
properties implemented hardware upgrades to maintain technology levels during
the third quarter. The total cost to the Company for these expenses was less
than $30,000.
Embedded Systems
Non-Critical-Fax machines, copiers and similar equipment are generally
leased. The majority of these devices have been tested and deemed Y2K compliant.
Those failing the Y2K testing will be replaced by the lessor during 1999 under
current leasing agreements as required in order to be Y2K compliant.
Critical-Systems in this category include elevators, fire control,
security, energy management, credit card processing and telecommunications. The
Company has completed initial testing and will continue to evaluate these
systems during the rest of 1999. Systems requiring modifications to be Y2K
compliant have been identified and have been upgraded or replaced. Continued
testing and evaluation of these systems will continue during the fourth quarter.
Timekeeping and Payroll Systems
The Company currently uses Time Resource Management software from ADP for
timekeeping. The currently installed version of this software is not Y2K
compliant and was scheduled for replacement during the third quarter of 1999.
Delays related to training and testing required moving the installation to
November, 1999. Payroll processing is out-sourced and a Y2K compliance
certificate from the processor is on file.
Vendor Compliance Certifications
Strategic Relationships-Requests for Y2K compliance have been sent to those
vendors which have a strategic relationship with the Company specifically and
with the hotels in general. Those compliance letters will be on file in the
Company's offices.
Utility Suppliers-Requests for Y2K compliance have been sent to those
suppliers which have a strategic relationship with the Company specifically and
with the hotels in general. Those compliance letters will be on file in the
Company's offices.
16
<PAGE>
Compliance Testing
Information Technology
Vendor Certification-The Company has received Y2K compliance certifications
from the majority of its property management system vendors. These
certifications are on file in the Company's offices.
Field Testing-The Company has received Y2K compliance testing software from
the Company's property management system vendors. These tests were completed
during the fourth quarter, 1998 and no further action is required.
Evaluation-The Company will monitor all systems currently in place and
those Y2K upgrades that were installed during the first half of 1999 to insure
Y2K integrity. This evaluation will continue throughout the year 2000.
Embedded Systems
Vendor Certification-The Company has received Y2K compliance certifications
from the majority of its vendors. These certificates are on file in the
Company's offices.
Field Testing-The Company or its authorized vendors began conducting Y2K
compliance field testing during the fourth quarter of 1998 and will continue
testing and evaluation throughout the year 2000.
Evaluation-The Company will monitor all systems currently in place and
those Y2K upgrades that were installed during the first half of 1999, to insure
Y2K integrity. This evaluation will continue throughout the year 2000.
Cost of Implementation
Corporate Office
Information Technology-Expenses for hardware and software that were
directly attributed to Y2K compliance were less than $75,000.
Embedded Systems-The Company has no current expenses directly attributed to
Y2K compliance for embedded systems.
Hotels
Information Technology
Bass Hotels & Resorts-The Company has upgraded hardware and software
systems over the last two years that were required from a technology standpoint.
Y2K compliance was an ancillary benefit of these upgrades. Some additional
hardware upgrades are expected to occur during the fourth quarter of 1999. These
expenses are expected to be less than $10,000.
17
<PAGE>
Promus Hotels, Inc.-The Company has allocated approximately $50,000 to date
for upgrades necessary to meet Y2K compliance at these hotels.
Embedded Systems-The Company has not expended any funds directly attributed
to Y2K compliance for these systems. Those upgrades and replacements of
equipment that have occurred over the last two years were required to replace
equipment that had reached the end of the normal life cycle and not specifically
for Y2K compliance.
Future Costs
Corporate Office
Additional software upgrades are anticipated to maintain current technology
levels but are not directly attributed to Y2K compliance.
Hotels
Information Technology
Bass Hotels & Resorts-Hotels operating under this flag (fifteen hotels)
will incur minimal costs to replace some computer systems. Average cost per
hotel is estimated to be less than $10,000. Hardware requirements will be offset
with the transfer of existing Y2K compliant hardware from other hotels that are
receiving technology-driven upgrades.
Promus Hotels, Inc.-Hotels operating under this flag (eighteen hotels) have
received new hardware and software as part of a technology and Y2K compliant
upgrade. The estimated total cost for this upgrade is approximately $625,000,
which the Company plans to acquire by purchasing and/or leasing.
The balance of the Company's hotels have budgeted approximately $400,000 in
capital funds for technology replacements and Y2K compliance issues.
Embedded Systems-Final evaluation of these systems has not been completed
at this time. No major replacements are expected based upon the results of early
testing.
Risk Factors
Information Technology-Based upon current testing results and evaluation of
those results, it is believed that all hardware and software systems in the
Company's corporate office and hotels are Y2K compliant.
Embedded Systems-Analysis of all embedded systems has been completed.
Testing and evaluation will continue during the fourth quarter of 1999. Risk to
the operation of the Company is considered to be low.
Vendors and Suppliers-The Company does not rely on the services of any one
single vendor or supplier that will materially impact its operations. To date,
no strategic vendor or
18
<PAGE>
supplier has reported that it will not be Y2K compliant by the end of 1999.
Based upon these reports, risk to the operations of the Company is considered to
be low.
Contingency Plans
Information Technology
Hardware-A number of non-critical (time/date critical operations are not
dependent on these systems) hardware systems have failed Y2K compliance testing.
These systems were replaced during the first half of 1999.
Software-Manual operation of guest services, reservations, credit card
processing and time keeping systems can be accomplished with existing personnel
and equipment. Since all known, non-compliant software systems were replaced
during the first half of 1999, no material impact to the operation of the
Company is expected.
Embedded Systems-Contingency plans have been finalized and testing
successfully concluded during the third quarter of 1999. All known embedded
systems can be manually over-ridden if necessary, in the event of a failure due
to a Y2K issue.
Vendors and Suppliers-The Company will use alternative vendors and
suppliers in the event any one strategic vendor or supplier is incapable of
operating as a result of a Y2K compliance issue. The Company maintains a list of
alternative vendors and suppliers. These vendors and suppliers will be certified
as Y2K compliant in the event their services are required.
Forward-Looking Statements
NOTE: In addition to historical information, this document contains certain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements typically, but not exclusively,
are identified by the inclusion of phrases such as "the Company believes," "the
Company plans," "the Company intends," and other phrases of similar meaning.
These forward-looking statements involve risks and uncertainties and are based
on current expectations. Consequently, actual results could differ materially
from the expectations expressed in the forward-looking statements. Among the
various factors that could cause actual results to differ include a downturn in
the economy (either regionally or nationwide) affecting overall hotel occupancy
rates, revenues at New Hotels not reaching expected levels as quickly as planned
as the result of competitive factors or the Company's inability to obtain
permanent financing for New Hotels on terms similar to those available in the
past.
Item 3. Qualitative and Quantitative Disclosure About Market Risk
The Company is exposed to changes in interest rates primarily as a result
of its investing and financing activities. Investing activity includes operating
cash accounts and investments, with an original maturity of three months or
less, and certain balances of various money market and common bank accounts. The
financing activities of the Company are comprised of long-term fixed and
variable rate debt obligations utilized to fund business operations and maintain
liquidity. The following table presents the principal cash repayments
19
<PAGE>
and related weighted average interest rates by maturity date for the
Company's long-term fixed and variable rate debt obligations as of October 1,
1999:
<TABLE>
<CAPTION>
Expected Maturity Date
(in millions)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Fair
There- Value
1999(d) 2000 2001 2002 2003 after Total (e)
Long-Term Debt (a)
$300 Million 1st Mortgage
Notes $ - $ - $ - $ - $ - $300 $300 $313
Average interest rate (b) 8.9% 8.9% 8.9% 8.9% 8.9% 8.9% 8.9%
$90 Million 1st Mortgage Notes $ - $ - $ - $ - $ - $ 90 $ 90 $ 94
Average interest rate (b) 9.8% 9.8% 9.8% 9.8% 9.8% 9.8% 9.8%
Other fixed-rate debt
obligations $ 6 $ 6 $ 13 $ 53 $ 24 $230 $332 $332
Average interest rate (b) 8.4% 8.4% 8.2% 8.8% 8.6% 8.6% 8.6%
Other variable-rate debt
obligations $ 1 $ 11 $ 22 $ 1 $ 15 $ 53 $103 $103
Average interest rate (c) 8.1% 8.1% 8.1% 8.1% 8.1% 8.1% 8.1%
</TABLE>
(a) Includes amounts reflected as long-term debt due within one year.
(b) For the long-term fixed rate debt obligations, the weighted average
interest rate is based on the stated rate of the debt that is maturing in
the year reported. The weighted average interest rate excludes the effect
of the amortization of deferred financing costs.
(c) For the long-term variable rate debt obligations, the weighted average
interest rate assumes no changes in interest rates and is based on the
variable rate of the debt, as of October 1, 1999, that is maturing in the
year reported. The weighted average interest rate excludes the effect of
the amortization of deferred financing costs
(d) The 1999 balances include actual and projected principal repayments and
weighted average interest rates for the year.
(e) The fair values of long-term debt obligations approximate their respective
historical carrying amounts except with respect to the $300 million 1st
Mortgage Notes and the $90 million 1st Mortgage Notes. The fair value of
the first mortgage note issues is estimated by obtaining quotes from
brokers.
PART II. OTHER INFORMATION AND SIGNATURES
Item 1. Legal Proceedings
Not Applicable
Item 2. Changes in Securities and Use of Proceeds
20
<PAGE>
Not Applicable
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Securities Holders.
Not Applicable
Item 5. Other Information
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
See Exhibit Index incorporated by reference
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the quarter for which this
report is filed.
21
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
JOHN Q. HAMMONS HOTELS, INC.
By: /s/ John Q. Hammons
-------------------------
John Q. Hammons
Chairman, Founder, and
Chief Executive Officer
By: /s/ Kenneth J. Weber
-------------------------
Kenneth J. Weber
Chief Financial Officer and
Executive Vice President
(Principal Financial Officer)
Dated: November 12, 1999
22
<PAGE>
Exhibit Index
-------------
27 Financial Data Schedule
23
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-02-1999
<PERIOD-END> OCT-01-1999
<CASH> 26,843
<SECURITIES> 12,911
<RECEIVABLES> 12,156
<ALLOWANCES> 206
<INVENTORY> 1,154
<CURRENT-ASSETS> 53,393
<PP&E> 1,044,529
<DEPRECIATION> 224,410
<TOTAL-ASSETS> 926,334
<CURRENT-LIABILITIES> 67,827
<BONDS> 808,548
0
0
<COMMON> 63
<OTHER-SE> 15,067
<TOTAL-LIABILITY-AND-EQUITY> 926,334
<SALES> 0
<TOTAL-REVENUES> 263,254
<CGS> 0
<TOTAL-COSTS> 96,578
<OTHER-EXPENSES> 124,398
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 45,928
<INCOME-PRETAX> (364)
<INCOME-TAX> (120)
<INCOME-CONTINUING> (484)
<DISCONTINUED> 0
<EXTRAORDINARY> (5)
<CHANGES> (515)
<NET-INCOME> (1,004)
<EPS-BASIC> (0.16)
<EPS-DILUTED> (0.16)
</TABLE>
