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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003.
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: 33-78866
----------------------
MOA HOSPITALITY, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-0166914
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
----------------------
701 Lee Street, Suite 1000
Des Plaines, Illinois 60016
(847) 803-1200
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
----------------------
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 Common Stock, $.01 par value outstanding as of
August 31, 2003: 800,000
INDEX TO FORM 10-Q
Page
Part I Financial Information
Item 1. Financial Statements
Condensed consolidated balance sheets - March 31, 2003 2
(unaudited) and December 31, 2002.
Condensed consolidated statements of operations - 3
Three months ended March 31, 2003 and 2002 (unaudited).
Condensed consolidated statements of cash flows - 4
Three months ended March 31, 2003 and 2002 (unaudited).
Notes to condensed consolidated financial statements - 5
March 31, 2003 (unaudited).
Item 2. Management's Discussion and Analysis of Financial 9
Condition and Results of Operations
General 9
Results of Operations 10
Liquidity and Capital Resources 13
Item 3. Controls and Procedures 14
Part II Other Information
Item 1. Legal Proceedings 15
Item 2. Changes in Securities 15
Item 3. Defaults upon Senior Securities 15
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 5. Other Information 15
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 16
Certifications 17
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MOA HOSPITALITY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
March 31, December 31,
2003 2002
------------- ------------
( Unaudited )
ASSETS
Current Assets:
Cash and cash equivalents $ 4,301 $ 3,200
Accounts receivable from property operations 1,841 1,732
Operating supplies and prepaid expenses 2,061 2,068
Current portion of mortgage and notes receivable 132 176
------------- ------------
Total Current Assets 8,335 7,176
Investment property:
Operating properties, net of accumulated depreciation 186,143 187,701
Land held for development 20,033 17,923
------------- ------------
Total investment property 206,176 205,624
Other Assets:
Deposits and other assets 1,881 1,662
Restricted Cash 2,916 2,801
Mortgage and other notes receivable, less current portion 18,046 18,046
Net deferred tax asset 2,297 2,029
Financing and other deferred costs, net of accumulated
amortization of $15,638 in 2003 and $14,900 in 2002 7,189 7,366
------------- ------------
Total Other Assets 32,329 31,904
------------- ------------
Total Assets $ 246,840 $ 244,704
============= ============
LIABILITIES, AND
STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Trade accounts payable $ 4,454 $ 3,460
Real estate taxes payable 1,804 1,403
Accrued interest payable 3,645 2,670
Nonrefundable lease deposits and purchase price credits 25,993 25,946
Other liabilities for leased locations 6,623 5,017
Deferred income 5,375 5,395
Other accounts payable and accrued expenses 2,862 4,934
Current portion of long-term debt 32,430 21,296
12% Senior Subordinated Notes, net of unamortized
discount of $137 in 2003 and $153 in 2002 11,390 11,373
------------- ------------
Total Current Liabilities 94,576 81,494
Long-term debt, less current portion:
Mortgage and other notes payable 153,993 162,566
------------- ------------
Total Long-term debt, excluding current portion 153,993 162,566
------------- ------------
Total Liabilities 248,569 244,060
------------- ------------
Stockholders' equity:
Common stock, $.01 par value, 1,500,000 shares
authorized; 800,000 shares issued and outstanding 8 8
Additional paid-in capital 15,294 15,294
Retained deficit (17,031) (14,658)
------------- ------------
Total Stockholders' Equity (Deficit) (1,729) 644
------------- ------------
Total Liabilities and Stockholders' Equity (Deficit) $ 246,840 $ 244,704
============= ============
See accompanying notes to condensed consolidated financial statements.
MOA HOSPITALITY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands except share data)
Three Months Ended
March 31
------------------------
2003 2002
---------- ----------
Revenues:
Motel operating revenues $ 6,788 $ 7,831
Lease revenues 3,278 2,897
Vending revenues 1,200 842
Other revenues 458 650
---------- ----------
Total revenues 11,724 12,220
Costs and expenses:
Motel operating expenses 4,555 4,827
Marketing and royalty fees 482 560
General and administrative 1,455 1,562
Lease expenses 335 281
Vending expenses 1,409 687
Depreciation and amortization 2,942 3,000
---------- ----------
Total direct expenses 11,178 10,917
---------- ----------
Net operating income 546 1,303
Interest expense 4,356 4,624
---------- ----------
Income (loss) from continuing
operations before income taxes (3,810) (3,321)
---------- ----------
Income tax expense (benefit) (1,437) (1,293)
---------- ----------
Income (loss) from continuing operations (2,373) (2,028)
Discontinued operations (including net gain
on disposal of $147) net of income tax of $30 - 45
---------- ----------
Net income (loss) $ (2,373) $ (1,983)
========== ==========
Income (loss) per common share (basic and diluted):
Income (loss) from continuing operations $ (2.97) $ (2.54)
Income (loss) from discontinued operations - 0.06
---------- ----------
Net income (loss) $ (2.97) $ (2.48)
========== ==========
Weighted average number of
common shares outstanding 800,000 800,000
========== ==========
See accompanying notes to condensed consolidated financial statements.
MOA HOSPITALITY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
Three Months Ended
March 31
------------------------
2003 2002
---------- ----------
Cash flows used in operating activities:
Net loss $ (2,373) $ (1,983)
Adjustments to reconcile net loss to cash provided by
operating activities:
Depreciation, amortization and accretion of
discount on notes 2,932 3,031
Deferred income taxes (268) 1,355
Tenant forfeiture of security deposits and purchase price credits (354)
Gain on sale of properties - (147)
Change in assets and liabilities:
(Increase) decrease in assets:
Accounts receivable (109) 139
Operating supplies, prepaid expenses,
deposits and other assets (213) (289)
Increase (decrease) in liabilities:
Accounts payable and accrued expenses 1,310 647
Accrued interest payable 975 745
---------- ----------
Net cash provided by operating activities 1,900 3,498
Cash flows (used in) provided by investing activities:
Acquisition and development of investment properties (2,110) (1,227)
Refurbishment of investment properties (618) (375)
Net proceeds from sale of investment properties - 2,460
Cash restricted for refurbishment of properties (115) (135)
Collections on mortgage and other notes receivable 44 39
---------- ----------
Net cash (used in) provided by investing activities (2,799) 762
Cash flows provided by (used in) financing activities:
Proceeds from notes payable 5,715 711
Repayment of notes payable (3,154) (4,383)
Deferred costs (561) (78)
---------- ----------
Net cash provided by (used in) financing activities 2,000 (3,750)
---------- ----------
Net increase in cash and cash equivalents 1,101 510
Cash and cash equivalents at beginning of period 3,200 3,152
---------- ----------
Cash and cash equivalents at end of period $ 4,301 $ 3,662
========== ==========
Supplementary disclosure of cash flow information:
Cash paid during the period for interest $ 3,381 $ 3,877
========== ==========
See accompanying notes to condensed consolidated financial statements.
MOA HOSPITALITY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2003
(Unaudited)
1. Basis of Presentation
The accompanying unaudited interim condensed consolidated financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting only of normal recurring adjustments)
considered necessary for a fair presentation have been included. Operating
results for the three-month period ended March 31, 2003 are not necessarily
indicative of the results that may be expected for the year ended December 31,
2003. For further information, refer to the consolidated financial statements
and footnotes thereto included in MOA Hospitality, Inc. and Subsidiaries' Annual
Report on Form 10-K for the year ended December 31, 2002. The terms "MOA" and
the "Company" mean MOA Hospitality, Inc. and its subsidiaries.
2. Divestitures and Leasing Activities
In January through March 31, 2003, a property lessee defaulted on the
operating lease and the Company is now operating the property.
Subsequent to March 31, 2003 through August 31, 2003, the Company
re-leased the property that was taken back in the first quarter, under
substantially the same terms as the previous lease.
Also subsequent to March 31, 2003 through September 30, 2003, the
Company has sold a total of 19 properties that were leased at March 31, 2003
resulting in a net gain of approximately $8,700,000. The total sales proceeds
approximated $30,819,000, of which approximately $21,230,000 was used to pay
down a new mortgage note as discussed in Note 8 Subsequent Events.
In accordance with SFAS 144 "Accounting for the Impairment or
Disposal of Long Lived Assets," effective for financial statements issued for
fiscal years beginning after December 31, 2001, operating results and
gain/(loss) on sales of real estate for properties sold subsequent to December
31, 2001 are reflected in the consolidated statements of operations as
"Discontinued operations" for both periods presented. Below is a summary of the
results of operations of these properties through their respective disposition
dates:
For the Three Months Ended
March 31
--------------------------
2003 2002
---------- ----------
( in thousands )
Revenues:
Motel operating revenues $ - $ 46
Lease revenues - 8
---------- ----------
Total revenues - 54
Costs and expenses:
Motel operating expenses - 80
Marketing and royalty fees - 9
Lease expenses - 1
Depreciation and amortization - 28
---------- ----------
Total direct expenses - 118
---------- ----------
Net operating income - (64)
Interest expense on
mortgage debt - 8
---------- ----------
Income (loss) from operations - (72)
Gain (loss) on sale of properties - 147
---------- ----------
Income (loss) before income taxes - 75
Income tax expense (benefit) - 30
---------- ----------
Income (loss) from
discontinued operations $ - $ 45
========== ==========
3. Mortgages and Other Notes Payable
In January through March 31, 2003 the Company was advanced $600,000 for
construction advances on one property under construction bringing the total
advanced to $7.0 million. The Company also borrowed an additional $5.0 million
during the first quarter of 2003. The note is secured by mortgages on five of
its properties and interest only is payable monthly until February 13, 2004 when
the entire balance is due.
Subsequent to March 31, 2003, the company refinanced the Mortgage note
payable that was due in 2005. See Note 8- Subsequent Events.
The Company is currently in default with respect to certain covenants
on its Senior Subordinated Notes and also a $8.4 million note. The Company is
seeking to extend the maturity dates and reduce the interest rates. The Company
does not have sufficient liquidity to repay the notes if demanded by the holders
and accordingly, there is substantial doubt about the Company's ability to
continue as a going concern. Other than classifying the Senior Subordinated
Notes as a current obligation, no adjustment to the consolidated financial
statements has been made to reflect this uncertainty.
4. Income Taxes
Income tax expense differs from the amounts computed by applying the
U.S. federal income tax rate of 34% to income before income taxes principally as
a result of state income taxes.
5. Contingencies
The Company is involved in various legal proceedings arising
in the ordinary course of business. The Company does not believe that any of
these actions, either individually or in the aggregate, will have a material
adverse effect on the Company's business, results of operations or financial
condition.
6. Related Parties
During each of the quarters ended March 31, 2003 and 2002, the
company received approximately $38,000 in management fees from related parties.
The Company recognized interest income from related parties during the quarter
ended March 31, 2003 and 2002 of approximately $301,000 and $301,000
respectively. Ground lease revenue from related parties for the quarter ended
March 31, 2003 totaled approximately $65,000. The Company had receivables
relating to these transactions, from related parties, of approximately $486,000
and $426,000 at March 31, 2003 and December 31, 2002 respectively.
7. Reclassifications
Certain reclassifications have been made to previously
reported 2002 statements in order to provide comparability with the 2003
statements reported herein. Theses reclassifications have not changed the 2002
results or stockholders' equity.
8. Subsequent Events
The Company though a subsidiary (LLC) has a mortgage note payable
secured by 93 of LLC's motels, 24 of which are operated by the Company, and 69
that are leased to third-party tenants. On February 28, 2003, the Company
received a default notice from the servicer of the loan ("Servicer") alleging
that LLC's lease program violated certain loan covenants. The Company believes
that the leasing program, which began in 1998, has been properly disclosed to
the lender in both monthly and annual financial reports provided to the lender.
In addition, on March 31, 2003, the Company was notified that the loan had been
accelerated. The Company disputes the validity of both the default and
acceleration notices and has been in negotiations with the Servicer to resolve
these issues. In conjunction with such continuing negotiations, the cure date
was tolled and extended by the Servicer through July 11, 2003. In July 2003,
negotiations with the Servicer stalled and on July 10th, LLC filed a voluntary
petition for relief under Chapter 11 of the United States Bankruptcy Code.
Subsequent to filing the petition, LLC obtained a commitment to refinance the
existing loan and the Servicer agreed to such refinancing subject to a $2.5
million prepayment penalty plus expenses. Which will be recognized in the third
quarter of 2003.
On August 26, 2003, the refinancing closed in the amount of $137.25 million. The
new loan bears interest at LIBOR plus 5% with a floor of 7.5%, matures September
13, 2008 and stipulates that aggregate net proceeds in excess of $2.5 million
from the sale of collateral properties must be applied as principal reductions
on the loan. The loan has a requirement for cumulative mandatory principal
reductions of $60 million by 9/13/2004, $90 million by 9/13/2005 and $112.25
million by 9/13/06. Additional payments of "Exit Interest" are required based on
the proceeds of each property sale (as defined). The exit interest ranges from
2.5% to 5% and is capped at $6.25 million.
The bankruptcy petition was dismissed by the court immediately prior to
the closing of the refinancing.
10. Segments
As of March 31, 2003, the Company, directly and through
subsidiaries, owned 107 lodging facilities in 33 states. The Company owns a 100%
interest in all of its properties. The Company operates thirty-four of its
motels and leases seventy-three of its motels to third party tenants pursuant to
operating leases. The Company separately evaluates the performance of each of
its motels.
Three months ended
March 31
------------------------
2003 2002
---------- ----------
( in thousands )
Motel operations:
Motel operating revenue:
Room revenues $ 5,972 $ 6,973
Ancillary motel revenues 816 858
---------- ----------
Total motel operating revenues 6,788 7,831
Motel costs and expenses:
Motel operating expenses 4,555 4,827
Marketing and royalty fees 482 560
Depreciation and amortization 1,216 1,348
---------- ----------
Total motel direct expenses 6,253 6,735
---------- ----------
535 1,096
Lease Operations
Lease revenues 3,278 2,897
Lease expenses 335 281
Depreciation and amortization 1,391 1,467
---------- ----------
1,552 1,149
Vending Operations
Vending revenues 1,200 842
Vending expenses 1,409 687
Depreciation and amortization 186 144
---------- ----------
(395) 11
Corporate Operations
Other revenues 458 650
General and administrative expenses:
Management Company Operations 1,195 1,142
Construction/Acquisition and Divestiture 96 5
Vending - general and administrative 164 415
---------- ----------
Total general and administrative expenses 1,455 1,562
Depreciation and amortization 149 41
---------- ----------
(1,146) (953)
---------- ----------
Net operating income 546 1,303
Interest expense 4,356 4,624
---------- ----------
Loss from continuing operations before income taxes (3,810) (3,321)
Income tax expense (benefit) (1,437) (1,293)
---------- ----------
Loss from continuing operations (2,373) (2,028)
Discontinued operations (including net gain on
disposal of $147) net of income tax of $30 - 45
---------- ----------
Net Loss $ (2,373) $ (1,983)
========== ==========
Total Assets:
Motel Operations $ 104,788 $ 109,897
Lease Operations 112,652 113,599
Other Operations 29,400 37,284
---------- ----------
$ 246,840 $ 260,780
========== ==========
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
CERTAIN STATEMENTS UNDER THE CAPTION "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS," CONSTITUTE "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995 AND AS SUCH, SPEAK ONLY AS OF THE DATE MADE. FORWARD-LOOKING STATEMENTS
ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM HISTORICAL RESULTS OR
THOSE ANTICIPATED AT THE TIME OF THE FORWARD-LOOKING STATEMENTS ARE MADE,
INCLUDING, WITHOUT LIMITATION, RISKS AND UNCERTAINTIES ASSOCIATED WITH THE
FOLLOWING: GENERAL REAL ESTATE, TRAVEL AND NATIONAL AND INTERNATIONAL ECONOMIC
CONDITIONS, INCLUDING THE SEVERITY AND DURATION OF THE DOWNTURN RESULTING FROM
THE SEPTEMBER 11, 2001 TERRORIST ATTACKS ON NEW YORK AND WASHINGTON, D.C.; SUCH
FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES AND
OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF
THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR
ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. SUCH
FACTORS INCLUDE, AMONG OTHERS, THE FOLLOWING: THE COMPANY'S ABILITY TO OBTAIN
FINANCING, COMPETITION, INTEREST RATE FLUCTUATIONS, OR GENERAL BUSINESS AND
ECONOMIC CONDITIONS.
THIS DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE INTERIM CONDENSED
CONSOLIDATED HISTORICAL FINANCIAL STATEMENTS OF THE COMPANY AND THE NOTES
THERETO INCLUDED ELSEWHERE HEREIN. THE SUPPLEMENTAL HISTORICAL OPERATING RESULTS
PRESENTED BELOW FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 HAVE BEEN
PREPARED ON THE SAME BASIS AS THE INTERIM CONDENSED CONSOLIDATED HISTORICAL
FINANCIAL STATEMENTS AND, IN THE OPINION OF THE COMPANY, INCLUDE ALL ADJUSTMENTS
(CONSISTING ONLY OF NORMAL RECURRING ADJUSTMENTS) NECESSARY TO PRESENT FAIRLY
THE INFORMATION SET FORTH THEREIN.
General
MOA operates principally in the economy limited service segment of the
lodging industry. As a result, its average room rates tend to be lower than the
average room rates of full service lodging facilities. However, due to the
limited nature of the public space and ancillary services provided by limited
service motels, the Company's expenses tend to be lower than those of full
service lodging facilities. The profitability of the lodging industry in general
is significantly dependent upon room rental rates and occupancy rates. Due to
the fixed nature of a relatively high portion of the Company's expenses, changes
in either room rates or occupancy rates result in significant changes in the
operating profit of the Company's motels.
The United States lodging industry has experienced downward pressure on
RevPAR and occupancy throughout 2003 due to the overall slowdown in the economy.
Such pressure was substantially increased as a result of the September 11, 2001
terrorist attacks on New York and Washington D.C. On a same store basis, through
the first quarter, RevPAR and occupancy have decreased to $27.59 and 57.39%,
respectively, for 2003 versus $28.15 and 57.6 % for 2002.
The Company is actively working with its managers and lessees to reduce
operating and overhead expenses and has curtailed or postponed non-essential
capital expenditure activities; however, there can be no assurance that the
results of such efforts will be sufficient to enable the Company to continue
meeting its obligations as they come due.
Three Months Ended March 31, 2003 Compared to the Three Months Ended
March 31, 2002
The following chart presents certain historical operating results and
statistics discussed herein and is being provided as a supplement to the
condensed consolidated financial statements presented elsewhere herein.
Supplemental Operating Results and Statistics
----------------------------------------------------------------------
Three Months Ended March 31
----------------------------------------------------------------------
Motels Owned Acquisitions/
Both Periods Divestitures (6) Consolidated
------------------ ---------------------- -----------------------
2003 2002 2003 2002 2003 2002
-------- -------- ---------- ---------- ---------- ----------
(dollars in thousands, except Other data)
Motel operations:
Motel operating revenues:
Room revenues $ 5,556 $ 5,683 $ 416 $ 1,290 $ 5,972 $ 6,973
Ancillary motel revenues 792 796 24 62 816 858
-------- -------- ---------- ---------- ---------- ----------
Total motel operating revenues 6,348 6,479 440 1,352 6,788 7,831
Motel costs and expenses:
Motel operating expenses 4,163 3,911 392 916 4,555 4,827
Marketing and royalty fees 458 453 24 107 482 560
Depreciation and amortization 1,135 1,164 81 184 1,216 1,348
-------- -------- ---------- ---------- ---------- ----------
Total motel direct expenses 5,756 5,528 497 1,207 6,253 6,735
-------- -------- ---------- ---------- ---------- ----------
$ 592 $ 951 $ (57) $ 145 535 1,096
======== ======== ========== ==========
Lease operations:
Lease revenues 3,278 2,897
Lease expenses 335 281
Depreciation and amortization 1,391 1,467
---------- ----------
1,552 1,149
Vending operations:
Vending revenues 1,200 842
Vending expenses 1,409 687
Depreciation and amortization 186 144
---------- ----------
(395) 11
Corporate operations:
Other revenues, net 458 650
General and administrative expenses:
Management Company Operations 1,195 1,142
Construction/Acquisition
and Divestiture 96 5
Vending general and administrative 164 415
---------- ----------
Total general and administrative expenses 1,455 1,562
Depreciation and amortization 149 41
---------- ----------
(1,146) (953)
---------- ----------
Net operating income $ 546 $ 1,303
========== ==========
Other data:
Number of motels at period end (5) 29 29 5 6 34 35
Number of rooms at period end (5) 2,557 2,558 411 490 2,968 3,048
Occupancy percentage (5) 57.39% 57.60% 39.78% 52.72% 55.14% 58.62%
ADR (1) (5) $ 42.07 $ 42.86 $ 31.07 $ 11.07 $ 41.06 $ 43.67
REVPAR (2) (5) $ 27.59 $ 28.15 $ 13.07 $ 6.12 $ 25.74 $ 28.76
Net operating income margin (3) 4.66% 10.66%
Net motel revenue margin (4) (5) 31.09% 37.22% 3.34% 25.50% 29.32% 35.05%
- -------------------------------------------------
(1) ADR represents room revenues divided by the total number of rooms occupied.
(2) REVPAR represents total motel operating revenues divided by the total number
of rooms available.
(3) Net operating income margin represents net operating income divided by total
motel operating revenues plus lease revenues plus vending revenues plus
corporate other revenues.
(4) Net motel revenue margin represents total motel operating revenues less
motel operating expenses and marketing and royalty fees, divided by motel
room revenues.
(5) At March 31, 2003 and March 31, 2002, and for the three months periods
then ended, excludes amounts related to the seventy-three motels and
seventy-six motels, respectively, which are leased to third party tenants.
(6) Includes newly aquired properties, newly leased properties and
properties which were leased that the Company is now operating.
Effective January 1, 2002 the Company adopted the provisions of
Statement of Financial Accounting Standards No. 144 ("SFAS 144"), "Accounting
for the Impairment or Disposal of Long-Lived Assets." SFAS 144 addresses the
financial accounting and reporting for the impairment or disposal of long-lived
assets. SFAS 144 extends the reporting requirements of discontinued operations
to include components of an entity that have either been disposed of or are
classified as held for sale. During the three months ended March 31, 2002, the
Company disposed of three properties. The operating results of theses properties
have been reclassified as discontinued operations in the unaudited consolidated
statements of operations for each of the periods included herein.
Total revenues consist principally of motel operating revenues. Motel
operating revenues are derived from room rentals and ancillary motel revenues
such as charges to guests for food and beverage service, long distance telephone
calls, and fax machine use. Lease revenues are derived from properties leased to
third parties. Vending revenues are derived from vending machines used in the
motels and also vending machines placed in non-owned locations. Other revenues
include interest income, and other miscellaneous income. Total revenues
decreased to $11,724,000 for the three months ended March 31, 2003 from
$12,220,000 for the three months ended March 31, 2002, a decrease of $496,000 or
4.06%.
Motel revenues decreased to $6,788,000 for the three months ended March
31, 2003 from $7,831,000 for the three months ended March 31, 2002, a decrease
of $1,043,000 or 13.32%. The motel revenues for motels owned during both periods
decreased approximately $131,000 and revenues for motels acquired and divested
since January 1, 2001 decreased by $912,000. Motel revenues for motels owned
during both periods decreased by 2%. The decrease in motel revenues for motels
owned during both periods was attributable to a combined decrease in the average
daily rate ("ADR") and the occupancy rate. The ADR for the motels owned during
both periods decreased to $42.07 for the three months ended March 31, 2003 from
$42.86 for the three months ended March 31, 2002, a decrease of $0.79 or 1.8%.
The occupancy for the motels owned during both periods decreased to 57.39% for
the three months ended March 31, 2003 from 57.6% for the three months ended
March 31, 2002, a decrease of less than 1%. Revenue per available room
("REVPAR") for motels owned during both periods decreased to $27.59 for the
three months ended March 31, 2003 from $28.15 for the three months ended March
31, 2002, a decrease of $.56 or 2%. The acquired and divested motels had an
occupancy percentage of 39.78%, an ADR of $31.07 and REVPAR of $13.07 for the
period, which they were owned by the Company in 2003.
Motel operating expenses include payroll and related costs, utilities,
repairs and maintenance, property taxes, insurance, linens and other operating
supplies. Motel operating expenses decreased to $4,555,000 for the three months
ended March 31, 2003 from $4,827,000 for the three months ended March 31, 2002,
a net decrease of $272,000 or 5.63%. Motel operating expenses for motels
acquired and divested since January 1, 2002 decreased to $392,000 for the three
months ended March 31, 2003 from $916,000 for the three months ended March 31,
2002, a decrease of $524,000 or 57%. Motel operating expenses increased by
$252,000 or 6.4% in the costs of operating the motels owned during both periods.
The cost of operating motels owned during both periods increased to $4,163,000
for the three months ended March 31, 2003 from $3,911,000 for the three months
ended March 31, 2002. Motel operating expenses as a percentage of motel revenues
decreased to 67.1% for the three months ended March 31, 2003 from 61.6% for the
three months ended March 31, 2002. Motel operating expenses as a percentage of
motel revenues for the motels owned in both periods increased to 65.6% for the
three months ended March 31, 2003 from 60.4% for the three months ended March
31, 2002.
Marketing and royalty fees include media advertising, billboard rental
expense, advertising fund contributions and royalty charges paid to franchisors
and other related marketing expenses. Marketing and royalty fees decreased to
$482,000 for the three months ended March 31, 2003 from $560,000 for the three
months ended March 31, 2002, a decrease of $78,000 or 13.93%. The marketing and
royalty fees for motels owned during both periods increased to $458,000 for the
three months ended March 31, 2003 from $453,000 for the three months ended March
31, 2002, an increase of $5,000 or less than 1%. For the motels owned during
both periods, marketing and royalty fees as a percentage of room revenues
increased to 8.2% for the three months ended March 31, 2003 from 8% for the
three months ended March 31, 2002. Marketing and royalty fees for motels
acquired and divested since January 1, 2001 decreased to $24,000 for the three
months ended March 31, 2003 from $107,000 for the three months ended March 31,
2002.
Lease operations increased to $1,552,000 for the three months ended
March 31, 2003 from $1,149,000 for the three months ended March 31, 2002, an
increase of $403,000 as a result more leased properties.
Vending operations decreased to a loss of $395,000 for the three months
ended March 31, 2003 from income of $11,000 for the three months ended March 31,
2002, an increase of $406,000, which is the result of an increase in costs to
expand the business.
Corporate general and administrative expenses are segregated by the
Company into three separate areas: Management Company Operations,
Construction/Acquisition and Divestiture Division and Vending general and
administrative. Included in the Management Company Operations, which is the
division responsible for the motel operations, are the costs associated with
training, marketing, purchasing, administrative support, property related legal
and accounting costs. The major components of these costs are salaries, wages
and related expenses, travel, rent and other administrative expenses. The
general and administrative expenses for the Management Company Operations
decreased $53,000 to $1,195,000 for the three months ended March 31, 2003 from
$1,142,000 for the three months ended March 31, 2002, a decrease of 4.6%. The
general and administrative expenses associated with Construction/Acquisition and
Divestiture Division increased $91,000 from $5,000 for the three months ended
March 31, 2002 to $96,000 for the three months ended March 31, 2003. Vending
General and Administrative expenses decreased $251,000 to $164,000 for the three
months ended March 31, 2003 from $415,000 for the three months ended March 31,
2002. As a percentage of total motel operating revenues, Management Company
Operations general and administrative expenses was 17.6% for the three months
ended March 31, 2003 and 14.6% for the three months ended March 31, 2002.
Depreciation and amortization decreased to $2,942,000 for the three
months ended March 31, 2003 from $3,000,000 for the three months ended March 31,
2002, a net decrease of $58,000 or 2%.
Net operating income decreased to $546,000 for the three months ended
March 31, 2003 from $1,303,000 for the three months ended March 31, 2002, a
decrease of $757,000 or 58%. The decrease in net operating income included a
decrease of $693,000 in net motel revenues (motel revenues less motel operating
expenses and marketing and royalty fees). Of the $693,000 decrease in net motel
revenues, a decrease of $388,000 resulted from the motels owned during both
periods or an decrease of 18.3%. Net motel revenues for motels acquired and
divested since January 1, 2001 decreased $305,000. The remaining net decrease is
a result of the increased leasing activities and the reduction of management
general and administrative expenses. Net operating income as a percent of total
revenues was 4.66% for the three months ended March 31, 2003 as compared to
10.7% for the three months ended March 31, 2002.
Interest expense decreased to $4,356,000 for the three months ended
March 31, 2003 from $4,624,000 for the three months ended March 31, 2002, a
decrease of $268,000. The decrease in interest expense is reflective of the
lower average amount of outstanding borrowings during the first quarter of 2003
as compared to the first quarter 2002.
Discontinued operations decreased to $0 for the three months ended
March 31, 2003 compared to a $45,000 for the three months ended March 31, 2002
as a result of the sale of properties in 2002.
Net loss increased to $2,373,000 for the three months ended March 31,
2003 from $1,983,000 for the three months ended March 31, 2002.
Liquidity and Capital Resources
The Company's primary uses of its capital resources include debt
service, capital expenditures and working capital. In addition, on a
discretionary basis, the Company utilizes its capital resources for the
development and acquisition of motel properties.
The Company's debt service requirements consist of the obligation to
make interest and principal payments on its outstanding indebtedness.
In January through March 31, 2003 the Company was advanced $600,000 on
loans of $7 million for construction advances on one property under construction
bringing the total advanced to $7 million.
The Company is currently in default with respect to certain covenants
on its Senior Subordinated Notes and also a $8.4 million note. The Company is
seeking to extend the maturity dates and reduce the interest rates. The Company
does not have sufficient liquidity to repay the notes if demanded by the holders
and accordingly, there is substantial doubt about the Company's ability to
continue as a going concern.
During the first quarter of 2003, a subsidiary of the Company (the
"LLC") was placed in technical default on one of its loans and was forced to
file for Bankruptcy protection under Chapter 11 of the United States Bankruptcy
Code on July 10, 2003. On August 26, 2003 the LLC refinanced the loan and the
Bankruptcy proceedings were dismissed. The Company believes that the refinancing
will not have any negative impact on the operations or liquidity in the future.
The Company's capital expenditure requirements principally include
capital improvements and refurbishment of its lodging facilities as part of its
ongoing operating strategy to provide well-maintained facilities. The Company
made capital expenditures (exclusive of acquisitions and development of
properties) of $618,000 and $375,000 for the three months ended March 31, 2003
and 2002, respectively. In addition, as of March 31, 2003, the Company had
$1,376,000 of cash restricted for future refurbishment of motel properties, in
accordance with certain debt agreements. Management is not aware of any unusual
required level of future capital expenditures necessary to maintain its existing
properties. Capital repairs and maintenance expenses on leased properties are
funded by lessees.
For the three months ended March 31, 2003, cash and cash equivalents
increased $1,101,000. This increase consisted of $2,799,000 of funds used by
investing activities and $2,000,000 of funds provided by financing activities
and $1,900,000 of funds provided by operations. Net investing activities of
$2,799,000 include: $2,110,000 of cash utilized for motel development and
$618,000 expended on refurbishment of existing properties, and a change in cash
restricted for refurbishment of $115,000, offset by $44,000 of cash provided
from the collections on mortgage and other notes receivable. Cash used in
financing activities includes: $3,154,000 of cash utilized to repay
indebtedness, $5,715,000 from proceeds from notes payable and $561,000 expended
on deferred costs.
Item 3. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our principal executive officer, Paul F. Wallace, and our principal
financial officer, Kurt M. Mueller, evaluated within 90 days prior to the filing
of this Form 10-Q the effectiveness of the design and operation of our
disclosure controls and other procedures that are designed to ensure that
information required to be disclosed by us in the reports that we file or submit
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms. As a
result of this evaluation, these executive officers have concluded that, as of
such date, the design and operation of our disclosure controls and procedures
were effective.
Changes in Internal Controls
Since the date of the evaluation of our disclosure controls and
procedures by Mr. Wallace and Mr. Mueller described above, there have been no
significant changes in our internal controls or in other factors that could
significantly affect our disclosure controls and procedures
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is involved in various legal proceedings arising in the
ordinary course of business. The Company does not believe that any of these
actions, either individually or in the aggregate, will have a material adverse
effect on the Company's business, results of operations or financial condition.
See Note 5 of the Notes to the Condensed Consolidated Financial Statements.
During the first quarter of 2003, a subsidiary of the Company (the "LLC") was
placed in technical default on one of its loans and was forced to file for
Bankruptcy protection under Chapter 11 of the United States Bankruptcy Code on
July 10, 2003. On August 26, 2003 the LLC refinanced the loan and the Bankruptcy
proceedings were dismissed.
Item 2. Changes in Securities
Not Applicable
Item 3. Defaults upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable
Item 5. Other Information
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Not Applicable
(b) Reports on Form 8-K:
Not Applicable
SIGNATURES
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 thereunto duly authorized.
MOA HOSPITALITY, INC.
November 7, 2003 By: /s/ Kurt M. Mueller
-------------------------------------
Kurt M. Mueller
President and Chief Financial Officer
November 7, 2003 By: /s/ Blane P. Evans
-------------------------------------
Blane P. Evans
Secretary and Treasurer
CERTIFICATIONS
Written Statement of the Chief Financial Officer Pursuant to Section 302 of the
Sarbanes- Oxley Act of 2002.
I, Kurt M. Mueller, certify that:
1. I have reviewed this quarterly report on Form 10-Q of MOA Hospitality, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statements of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report.
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during
the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior
to the filing date of this quarterly report ( the
"Evaluation Date" ); and
c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of the registrant's board of directors (or persons
performing the equivalent functions;
a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
efficiencies and material weaknesses.
Date: November 7, 2003
/S/ Kurt M. Mueller
-----------------------
Kurt M. Mueller
Chief Financial Officer
CERTIFICATIONS
Written Statement of the Chief Executive Officer Pursuant to Section 302 of the
Sarbanes- Oxley Act of 2002.
I, Paul F. Wallace, certify that:
1. I have reviewed this quarterly report on Form 10-Q of MOA Hospitality, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statements of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report.
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during
the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior
to the filing date of this quarterly report ( the
"Evaluation Date" ); and
c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing
the equivalent functions;
c) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
d) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
efficiencies and material weaknesses.
Date: November 7, 2003
/s/ Paul F. Wallace
-----------------------
Paul F. Wallace
Chief Executive Officer
CERTIFICATIONS
Written Statement of the Chief Financial Officer Pursuant to Section 906 of the
Sarbanes- Oxley Act of 2002.
I, Kurt M. Mueller, certify that:
1. I have reviewed this quarterly report on Form 10-Q of MOA Hospitality, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statements of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report.
Date: November 7, 2003
/s/ Kurt M. Mueller
-----------------------
Kurt M. Mueller
Chief Financial Officer
CERTIFICATIONS
Written Statement of the Chief Executive Officer Pursuant to Section 906 of the
Sarbanes- Oxley Act of 2002.
I, Paul F. Wallace, certify that:
1. I have reviewed this quarterly report on Form 10-Q of MOA Hospitality, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statements of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report.
Date: November 7, 2003
/s/ Paul F. Wallace
-----------------------
Paul F. Wallace
Chief Executive Officer