<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 June 30, 2000
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)
Delaware 43-1695093
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
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) has 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 August
9, 2000: 5,287,475
------------
<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>
June 30, 2000 December 31, 1999
------------------- -------------------
(Unaudited) (Audited)
<S> <C> <C>
CURRENT ASSETS:
Cash and equivalents $ 44,335 $ 49,727
Marketable securities 8,733 4,982
Receivables:
Trade, less allowance for doubtful accounts of $226 13,833 11,677
Construction reimbursements and other 1,313 2,370
Management fees 142 63
Inventories 1,354 1,349
Prepaid expenses and other 921 1,699
---------- ----------
Total current assets 70,631 71,867
PROPERTY AND EQUIPMENT, at cost:
Land and improvements 57,011 55,818
Buildings and improvements 734,831 683,462
Furniture, fixture and equipment 283,695 270,146
Construction in progress 7,330 53,462
---------- ----------
1,082,867 1,062,888
Less-accumulated depreciation and amortization (245,959) (227,411)
---------- ----------
836,908 835,477
DEFERRED FINANCING COSTS, FRANCHISE FEES AND OTHER, net 25,438 26,968
---------- ----------
TOTAL ASSETS $ 932,977 $ 934,312
========== ==========
</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>
June 30, 2000 December 31, 1999
-------------------- -------------------
(Unaudited) (Audited)
<S> <C> <C>
LIABILITIES:
Current portion of long-term debt $ 13,904 $ 16,569
Accounts payable 5,678 11,877
Accrued expenses:
Payroll and related benefits 7,861 7,720
Sales and property taxes 15,287 10,368
Insurance 4,083 7,576
Interest 12,669 12,873
Utilities, franchise fees and other 8,688 6,546
-------- --------
Total current liabilities 68,170 73,529
Long-term debt 824,612 812,274
Other obligations and deferred revenue 1,869 9,403
-------- --------
Total liabilities 894,651 895,206
-------- --------
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST OF HOLDERS OF LIMITED
PARTNER UNITS 25,703 25,251
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
2000 and 1999, 6,042,000 shares issued at June 30, 2000 and December 31,1999,
and 5,008,375 and 5,308,120 outstanding at June 30, 2000 and December 31,1999,
respectively 60 60
Class B common stock, $.01 par value, 1,000,000 shares
authorized, 294,100 shares issued and outstanding in 2000 and 1999 3 3
Paid-in capital 96,373 96,373
Retained deficit, net (79,496) (79,584)
Treasury Stock, at cost; 1,033,625 shares and 733,880 shares at June 30, 2000,
and December 31, 1999, respectively (4,317) (2,997)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 12,623 13,855
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $932,977 $934,312
======== ========
</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 Six Months Ended
June 30, 2000 July 2, 1999 June 30, 2000 July 2, 1999
------------- ------------ ------------- ------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
REVENUES:
Rooms $ 71,157 $ 59,211 $ 134,430 $ 113,467
Food and beverage 30,624 24,894 59,244 48,199
Meeting room rental and other 7,770 6,347 15,329 12,382
---------- ---------- ---------- ----------
Total revenues 109,551 90,452 209,003 174,048
OPERATING EXPENSES:
Direct operating costs and expenses
Rooms 17,247 14,800 33,364 28,557
Food and Beverage 19,854 16,793 38,979 33,107
Other 968 993 1,860 1,857
General, administrative and sales expenses 31,621 27,157 62,639 51,894
Repairs and maintenance 4,356 3,797 8,417 7,331
Depreciation and amortization 13,380 11,142 26,206 21,838
---------- ---------- ---------- ----------
Total operating costs 87,426 74,682 171,465 144,584
---------- ---------- ---------- ----------
INCOME FROM OPERATIONS 22,125 15,770 37,538 29,464
OTHER INCOME (EXPENSE)
Gain on property disposition - 2,365 - 2,365
Interest income 311 551 692 1,393
Interest expense and amortization of deferred
financing fees (19,234) (15,113) (37,600) (30,915)
---------- ---------- ---------- ----------
INCOME BEFORE MINORITY INTEREST, PROVISION FOR
INCOME TAXES, EXTRAORDINARY ITEM AND CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 3,202 3,573 630 2,307
Minority interest in earnings of partnership (2,296) (2,561) (452) (1,654)
---------- ---------- ---------- ----------
INCOME BEFORE PROVISION FOR INCOME TAXES,
EXTRAORDINARY ITEM AND CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE 906 1,012 178 653
Provision for income taxes (60) (60) (90) (90)
---------- ---------- ---------- ----------
INCOME BEFORE EXTRAORDINARY ITEM AND CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 846 952 88 563
Extraordinary Item: Cost of extinguishment of debt,
net of applicable - 30 - (5)
tax benefit ---------- ---------- ---------- ----------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE 846 982 88 558
Cumulative Effect of Change in Accounting Principle,
net of applicable tax benefit - - - (515)
---------- ---------- ---------- ----------
NET INCOME $ 846 $ 982 $ 88 $ 43
========== ========== ========== ==========
BASIC AND DILUTED EARNINGS PER SHARE:
Earnings before Extraordinary Item and Cumulative Effect
of Change in Accounting Principle $ 0.16 $ 0.16 $ 0.02 $ 0.09
Extraordinary Item - - - -
Cumulative Effect of Change in Accounting Principle - - - (0.08)
---------- ---------- ---------- ----------
Per Share Net Income Allocable to Company $ 0.16 $ 0.16 $ 0.02 $ 0.01
========== ========== ========== ==========
Weighted Average Shares Outstanding 5,459,790 6,103,591 5,492,775 6,230,644
========== ========== ========== ==========
</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, December 31, 1999
(audited) $ 25,251 $ 60 $ 3 $ 96,373 $ (79,584) $ (2,997) $ 13,855
Net income allocable to the - - - - 88 - 88
Company
Minority interest in earnings
of partnership 452 - - - - - -
Treasury stock purchased - - - - - (1,320) (1,320)
---------- --------- ------ --------- ---------- ---------- --------
BALANCE, June 30, 2000
(unaudited) $ 25,703 $ 60 $ 3 $ 96,373 $ (79,496) $ (4,317) $ 12,623
========== ========= ====== ========= ========== ========== ========
</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>
Six months ended
June 30, 2000 July 2, 1999
--------------------- -------------------
(unaudited) (unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 88 $ 43
Adjustment to reconcile net income to cash provided
by operating activities -
Minority interest in earnings of partnership 452 1,654
Depreciation, amortization and loan cost amortization 27,469 22,534
Extraordinary item - 5
Cumulative effect of change in accounting principle - 515
Gain on sale of property and equipment - (2,365)
Changes in certain assets and liabilities
Receivables (1,178) 1,260
Inventories (5) 111
Prepaid expenses and other 778 340
Accounts payable (6,199) (9,414)
Accrued expenses 3,505 5,291
Other obligations and deferred revenue (7,534) (30)
-------- --------
Net cash provided by operating activities 17,376 19,944
-------- --------
CASH FLOW FROM INVESTING ACTIVITIES
Additions to property and equipment, net (27,523) (61,593)
Proceeds from disposition of hotels - 6,500
Restricted cash and receivable remaining from property dispositions - (7,066)
Franchise fees and other 153 (2,010)
(Purchase) sale of marketable securities, net (3,751) (4,361)
-------- --------
Net cash used in investing activities (31,121) (68,530)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings 22,923 65,723
Repayments of debt (13,250) (16,053)
Distributions - (2,936)
Purchase of treasury stock (1,320) (1,056)
-------- --------
Net cash provided by financing activities 8,353 45,678
-------- --------
Decrease in cash and equivalents (5,392) (2,908)
CASH AND EQUIVALENTS, beginning of period 49,727 46,233
-------- --------
CASH AND EQUIVALENTS, end of period $ 44,335 $ 43,325
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
CASH PAID FOR INTEREST, net of amounts capitalized $ 37,013 $ 29,257
======== ========
</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 December 31, 1999 which included
financial statements for the fiscal years ended December 31, 1999; January 1,
1999; and January 2, 1998.
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 2000. These securities are valued at current market value, which
approximates cost.
The provision for income taxes was determined using an effective income tax rate
of approximately 5% to provide for estimated state, local, and franchise taxes.
7
<PAGE>
3. EARNINGS 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.
Since there are no dilutive securities, basic and diluted income per share are
identical; thus, a reconciliation of the numerator and denominator is not
necessary.
During the six months ended June 30, 2000, the Company purchased 310,000 shares
for approximately $1.3 million. Since the inception of its stock repurchase
program in 1999, the Company has thus far acquired a total of 1,054,200 shares
at an average price of $4.13. The Board of Directors has authorized total
purchases of treasury shares in 2000 of $3.0 million dollars.
Basic and diluted income per share before extraordinary item and cumulative
effect of change in accounting principle was $0.02 for the six months ended June
30, 2000, and $0.09 for the six months ended July 2, 1999, and was $0.16 for the
three months ended June 30, 2000, and the three months ended July 2, 1999. The
basic and diluted income per share impact of the extraordinary item and the
cumulative effect of the change in accounting principle was $0.08 for the six
months ended July 2, 1999. Basic and diluted income per share was $0.02 for the
six-month 2000 period and $0.01 for the six-month 1999 period.
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," which requires costs of start-up activities, including pre-opening
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 pre-
opening 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. This
statement requires that changes in the derivative's fair value be recognized
currently in earnings, unless specific hedge accounting criteria are met. In
June 1999, the Financial Accounting Standards 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
8
<PAGE>
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 DISPOSITIONS
Effective June 16, 1999, the Company sold the Holiday Inn Express Hotel and
Conference Center in Joliet, Illinois, to an unrelated party for $6.5 million,
resulting in a 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 provided
replacement collateral in accordance with the indenture provisions.
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. The Company opened the last
two hotels under construction in the first quarter of 2000, and currently has no
hotels under construction.
Although the Company is not developing new hotels, Mr. John Q. Hammons is
personally developing several new projects which the Company plans to manage,
including a Renaissance Hotel in Richardson, Texas; an Embassy Suites Hotel in
Franklin, Tennessee; and a Marriott Residence Inn in Springfield, Missouri. Two
other managed hotels opened recently, the Marriott Courtyard in Springfield,
Missouri, opened April 10, 2000, and the Embassy Suites Hotel in Lincoln,
Nebraska, opened May 1, 2000.
The Company's past development activity limits its ability to grow per share
income in the near term. 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 believes, based on past experience, that the operating expenses for
these hotels will decrease as a percentage of revenues, although there can be no
assurance that this will occur.
Results of Operations - Three-Month Period
The following discussion and analysis addresses results of operations for the
three-month periods ended June 30, 2000 (the "2000 Quarter") and July 2, 1999
(the "1999 Quarter").
For the 2000 Quarter, the Company's total earnings before interest expense,
taxes, depreciation and amortization (EBITDA) were $35.5 million, an increase of
31.9% compared to the 1999 Quarter EBITDA of $26.9 million. The Mature Hotels'
EBITDA was $27.2
9
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million in the 2000 Quarter, up 11.0% from $24.5 million in the 1999 Quarter
primarily due to four hotels moving to the Mature Hotels category from the New
Hotels category. Those four hotels (Portland Embassy Suites, St. Augustine World
Golf Village, Tampa Embassy Suites, and Topeka Capitol Plaza) provided $1.9
million of EBITDA in the 2000 Quarter. As a percentage of total revenues, EBITDA
related to the Mature Hotels (excluding the hotels sold) decreased to 29.3% in
the 2000 Quarter from 30.4% in the 1999 Quarter due primarily to the operating
results of World Golf Village. The New Hotels' EBITDA for the 2000 Quarter was
$4.6 million compared to $(0.1) million in the 1999 Quarter. This increase is
due primarily to the strong performance of the New Hotels, especially the
Embassy Suites at DFW.
Total revenues for the 2000 Quarter were $109.6 million, an increase of $19.1
million, or 21.1%, compared to the 1999 Quarter, primarily as a result of the
continued growth of the New Hotels, including the hotels opened late in 1999 and
early 2000. The Company's Mature Hotels generated total revenues of $92.9
million in the 2000 Quarter, an increase of $12.7 million, or 15.8% compared to
the 1999 Quarter. The Company's New Hotels generated total revenues of $16.0
million during the 2000 Quarter compared to $9.8 million in the 1999 Quarter.
There are six New Hotels in the 2000 Quarter compared to six New Hotels in the
1999 Quarter.
Rooms revenues increased $11.9 million, or 20.2%, from the 1999 Quarter, but
decreased as a percentage of total revenues, to 65.0% from 65.5%. The dollar
increase was primarily due to increased rooms revenues from the New Hotels, and
an accompanying increase in the Company's average room rate to $98.40, a 3.5%
increase compared to the 1999 Quarter average room rate of $95.09. In
comparison, the average room rate for the hotel industry was $84.67 in the 2000
Quarter, up 5.0% from the 1999 Quarter. The increased average room rate was
supplemented by a 3.3 percentage point increase in the Company's occupancy for
the 2000 Quarter to 68.3%. Occupancy for the hotel industry was 67.7%, up 2.0
percentage points from the 1999 Quarter. The Company's Revenue Per Available
Room (RevPAR) was $67.20 in the 2000 Quarter, up 8.8% from $61.76 in the 1999
Quarter. RevPAR for the hotel industry was $57.28, up 7.0% from the 1999
Quarter.
Food and beverage revenues increased $5.7 million, or 23.0%, compared to the
1999 Quarter, and increased slightly as a percentage of total revenues, to 28.0%
from 27.5% in the 1999 Quarter. Sales at the New Hotels with full food and
beverage services along with menu pricing adjustments accounted for
substantially all of the increase in food and beverage revenues.
Meeting room rental and other revenues increased $1.4 million, or 22.4%, from
the 1999 Quarter, and increased slightly as a percentage of revenues, to 7.1%
from 7.0%. The majority of the increase was a result of revenues from the New
Hotels as well as increased meeting and convention business in some of the
Mature Hotels.
Rooms operating expenses increased $2.4 million, or 16.5%, compared to the 1999
Quarter, but decreased as a percentage of rooms revenues to 24.2% from 25.0%.
The dollar increase related primarily to expenses for New Hotels. For the
Mature Hotels, excluding the one hotel sold in 1999, rooms operating expenses as
a percentage of rooms revenues were 23.8% in the 2000 Quarter, compared to 24.3%
in the 1999 Quarter.
10
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Food and beverage operating expenses increased $3.1 million, or 18.2%, compared
to the 1999 Quarter, but decreased as a percentage of food and beverage
revenues, to 64.8% from 67.5%. The dollar increase was attributable to expenses
associated with food and beverage revenues at the New Hotels. Profit margins
improved due to reductions in both food costs and labor costs, as a percentage
of food and beverage revenues.
Other operating expenses decreased slightly by 2.5% compared to the 1999
Quarter, and decreased as a percentage of meeting room rental and other
revenues, to 12.5% from 15.6%.
General, administrative and sales expenses increased $4.5 million, or 16.4%,
over the 1999 Quarter, but decreased as a percentage of revenues to 28.9% from
30.0%. The dollar increase was primarily attributable to a greater number of
hotels in the 2000 Quarter.
Repairs and maintenance expenses increased $0.6 million, or 14.7%, compared to
the 1999 Quarter, but decreased slightly as a percentage of revenues, to 4.0%
from 4.2% in the 1999 Quarter. The dollar increase related to the net increase
in number of hotels and rooms in 2000 compared to 1999.
Depreciation and amortization expenses increased $2.2 million, or 20.1%,
compared to the 1999 Quarter, but decreased slightly as a percentage of revenues
to 12.2% from 12.3%. The dollar increase related to the hotels opened in late
1999 and early 2000.
Income from operations increased $6.4 million, or 40.3%, compared to the 1999
Quarter. Expenses, particularly direct operating expenses, increased less
rapidly than revenues, and the Company began to realize increased benefits from
the hotels opened over the past few years.
Other income/(expense), net increased $6.7 million, or 55.1%, from the 1999
Quarter, as the result of a $2.4 million gain on property disposition in the
1999 Quarter, and as the result of increased net interest expense related to the
New Hotels.
Income before minority interest, provision for income taxes, extraordinary item
and cumulative effect of change in accounting principle was $3.2 million in the
2000 Quarter, compared to $3.6 million in the 1999 Quarter. The 1999 results
were affected by the $2.4 million gain on the sale of a hotel in June 1999.
Basic and diluted income per share in both the 2000 Quarter and the 1999 Quarter
was $0.16, but the 1999 Quarter results included an approximate $0.11 gain on
the sale of a hotel in June 1999.
Results of Operations - Six-Month Period
The following discussion addresses results of operations for the six-month
periods ended June 30, 2000 (the "2000 Six Months") and July 2, 1999 (the "1999
Six Months").
For the 2000 Six Months, the Company's total EBITDA was $63.7 million, a 24.3%
increase compared to the 1999 Six Months EBITDA of $51.3 million. The Mature
Hotels' EBITDA was $51.8 million in the 2000 Six Months, up $7.3 million from
the 1999 Six Months,
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primarily due to four hotels moving to the Mature Hotels category from the New
Hotels category. These four hotels that were included in New Hotels in 1999 and
in Mature Hotels in 2000 provided $4.3 million of EBITDA in the 2000 Six Months.
Total revenues increased to $209.0 million in the 2000 Six Months from $174.0
million in the 1999 Six Months, an increase of $35.0 million or 20.1%. The
increase is primarily attributed to the continued growth of both New Hotels and
Mature Hotels.
Rooms revenues increased to $134.4 million in the 2000 Six Months from $113.5
million in the 1999 Six Months, an increase of $20.9 million or 18.5% as a
result of increases in average room rates and total number of available rooms.
Rooms revenues as a percentage of total revenues decreased, to 64.3%, compared
to 65.2% in the 1999 Six Months. The Company's average room rate increased to
$98.39 in the 2000 Six Months from $95.08 in the 1999 Six Months, an increase of
$3.31 or 3.5%. Occupancy increased to 65.2% in the 2000 Six Months from 63.0%
in the 1999 Six Months, an increase of 2.2 percentage points.
Food and beverage revenues increased to $59.2 million in the 2000 Six Months
from $48.2 million in the 1999 Six Months, an increase of $11.0 million or
22.9%, and increased as a percentage of total revenues to 28.3% from 27.7% in
the 1999 Six Months. The increase was attributable primarily to sales at the
New Hotels and menu pricing adjustments.
Meeting room rental and other revenues increased to $15.3 million in the 2000
Six Months from $12.4 million in the 1999 Six Months, an increase of $2.9
million or 23.8%. Meeting room rental and other revenues also increased
slightly as a percentage of total revenues to 7.3% from 7.1% in the 1999 Six
Months. The majority of the dollar increase was the result of revenues from the
New Hotels.
Rooms operating expenses increased to $33.4 million in the 2000 Six Months from
$28.6 million in the 1999 Six Months, an increase of $4.8 million or 16.8%.
This expense decreased to 24.8% of rooms revenues in the 2000 Six Months
compared to 25.2% in the 1999 Six Months. The dollar increase related to the
additional hotels opened in late 1999 and early 2000.
Food and beverage operating expenses increased to $39.0 million in the 2000 Six
Months from $33.1 million in the 1999 Six Months, an increase of $5.9 million or
17.7%. These expenses decreased as a percentage of food and beverages revenues
in the 2000 Six Months to 65.8%, from 68.7% in the 1999 Six Months. Profit
margins improved due to reductions in both food costs and labor costs, as a
percentage of food and beverage revenues.
Other operating expenses remained stable at $1.9 million in the 2000 Six Months,
but declined as a percentage of meeting room rental and other income, to 12.1%
in the 2000 Six Months from 15.0% in the 1999 Six Months.
General, administrative and sales expenses increased to $62.6 million in the
2000 Six Months from $51.9 million in the 1999 Six Months, an increase of $10.7
million or 20.7%, and increased slightly as a percentage of total revenues to
30.0% from 29.8% in the 1999 Six
12
<PAGE>
Months. The increase in these expenses was primarily the result of a greater
number of hotels in the 2000 Six-Month period.
Repairs and maintenance expenses increased to $8.4 million in the 2000 Six
Months from $7.3 million in the 1999 Six Months, an increase of $1.1 million or
14.8%. The increase was a result of the increase in the total number of hotels
open and rooms available.
Depreciation and amortization expenses increased to $26.2 million in the 2000
Six Months from $21.8 million in the 1999 Six Months, an increase of $4.4
million or 20.0%, but remained stable as a percentage of total revenues at
12.5%. The dollar increase related to the hotels opened in late 1999 and early
2000.
Income from operations was $37.5 million in the 2000 Six Months compared to
$29.5 million in the 1999 Six Months, an increase of $8.0 million or 27.4%. The
increase was due to increased revenues coupled with controls of operating
expenses. As a percentage of revenue, income from operating increased to 18.0%
in the 2000 Six Months compared to 16.9% in the 1999 Six Months.
Other income/(expense), net increased to $36.9 million in the 2000 Six Months
from $27.2 million in the 1999 Six Months, an increase of $9.7 million or 35.9%,
as a result of a $2.4 million gain on property disposition in the 1999 Six
Months, and as a result of increased net interest expense related to the New
Hotels. As a percentage of total revenues, this expense increased to 17.7% from
15.6% in the 1999 Six Months.
Income before minority interest, provision for income taxes, extraordinary item
and cumulative effect of change in accounting principle was $0.6 million in the
2000 Six Months, compared to $2.3 million in the 1999 Six Months. The 1999
results were affected by a $2.4 million gain on the sale of a hotel in June
1999.
Basic and diluted income per share in the 2000 Six Months was $0.02, compared to
$0.01 for the 1999 Six Months, which included an approximate $0.11 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.
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 capital expenditures,
and to make Partnership distributions to fund some of the taxes allocable to the
partners.
At June 30, 2000, the Company had $44.3 million of cash and equivalents and $8.7
million of marketable securities, compared to $49.7 million and $5.0 million,
respectively, at the end of 1999. These amounts are available for working
capital requirements of the Company.
13
<PAGE>
Net cash provided by operating activities was $17.4 million for the 2000 Six
Months compared to $19.9 million for the 1999 Six Months. The decrease is
primarily attributable to the reduction of other obligations, predominantly
construction-related payables and the buy-out of several years of self-insurance
reserves.
At June 30, 2000, total debt was $838.5 million compared with $828.8 million at
the end of 1999. The increase is attributable to newly-opened hotels. The
current portion of long-term debt was $13.9 million, compared to $16.6 million
at the end of 1999. The Company incurred net capital expenditures of
approximately $27.5 million during the 2000 Six Months and $61.6 million during
the 1999 Six Months. Of the $27.5 million incurred during the 2000 Six Months,
approximately $9.6 million was for capital improvements on existing hotel
properties, and approximately $17.9 million was for development of new hotels.
During the remainder of 2000, the Company expects capital expenditures to total
approximately $10.5 million.
As of June 30, 2000, the Company had no hotels under construction, while at July
2, 1999, the Company had four hotels under construction. Based upon current
plans relating to capital expenditures, the Company anticipates that its capital
resources will be adequate to satisfy its 2000 capital requirements for the
currently planned projects and normal recurring capital improvement.
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, or revenues at New Hotels not reaching expected levels as quickly as
planned as the result of competitive factors.
Item 3. QUANTITATIVE AND QUALITATIVE 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 and
related weighted average interest rates by maturity date for the Company's long-
term fixed and variable-rate debt obligations as of June 30, 2000:
14
<PAGE>
Expected Maturity Date
(in millions)
<TABLE>
<CAPTION>
Fair
There- Value
2000(d) 2001 2002 2003 2004 after Total (e)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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 $ 13 $ 7 $ 31 $ 38 $ 6 $ 220 $ 315 $ 315
Average interest rate (b) 8.2% 8.4% 8.7% 8.8% 8.5% 8.6% 8.6%
Other variable-rate debt obligations $ 1 $ 47 $ 1 $ 17 $ 29 $ 39 $ 134 $ 134
Average interest rate (c) 9.6% 9.6% 9.6% 9.6% 9.6% 9.6% 9.6%
</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 June 30, 2000, that is maturing in the
year reported. The weighted average interest rate excludes the effect of
the amortization of deferred financing costs
(d) The 2000 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
15
<PAGE>
Item 2. Changes in Securities and Use of Proceeds
Not Applicable
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Securities Holders.
The Company held the annual meeting of its shareholders on Tuesday, May 2,
2000. The following persons were elected as directors of the Company by the
holders of Common Stock:
<TABLE>
<CAPTION>
Daniel J. Earley John Q. Hammons James F. Moore
<S> <C> <C> <C>
Votes in Favor:
Class A 4,841,995 4,733,645 4,841,995
Class B 14,705,000 14,705,000 14,705,000
---------- ---------- ----------
Total 19,546,995 19,438,645 19,546,995
Votes Against:
Class A 0 0 0
Class B 0 0 0
---------- ---------- ----------
Total 0 0 0
Votes Withheld:
Class A 30,655 139,005 30,655
Class B 0 0 0
---------- ---------- ----------
Total 30,655 139,005 30,655
Abstentions:
Class A 0 0 0
Class B 0 0 0
---------- ---------- ----------
Total 0 0 0
Broker Non-votes:
Class A 0 0 0
Class B 0 0 0
---------- ---------- ----------
Total 0 0 0
</TABLE>
The shareholders also ratified the selection of Arthur Andersen LLP, as
outside auditors for the Company and its subsidiaries for fiscal 2000, as
follow:
16
<PAGE>
<TABLE>
<CAPTION>
Votes in Favor:
<S> <C>
Class A 4,858,300
Class B 14,705,000
----------
Total 19,563,300
Votes Against:
Class A 8,450
Class B 0
----------
Total 8,450
Votes Withheld:
Class A 0
Class B 0
----------
Total 0
Abstentions:
Class A 5,900
Class B 0
----------
Total 5,900
Broker Non-votes:
Class A 0
Class B 0
----------
Total 0
</TABLE>
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.
17
<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: August 11, 2000
18
<PAGE>
Exhibit Index
-------------
27 Financial Data Schedule
19
