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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 28, 2002
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 incorporation (IRS Employer
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
7, 2002: 4,789,792
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
JOHN Q. HAMMONS HOTELS, INC.
AND COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(000's omitted)
ASSETS
JUNE 28, 2002 DECEMBER 28, 2001
------------- -----------------
(UNAUDITED) (AUDITED)
CURRENT ASSETS:
Cash and equivalents $ 37,208 $ 33,180
Marketable securities 16,161 11,016
Receivables:
Trade, less allowance for doubtful accounts of $231 10,573 10,771
Other 699 824
Management fees 220 148
Inventories 1,130 1,288
Prepaid expenses and other 2,031 3,446
----------- -----------
Total current assets 68,022 60,673
PROPERTY AND EQUIPMENT, at cost:
Land and improvements 61,164 61,140
Buildings and improvements 740,686 745,277
Furniture, fixture and equipment 315,644 312,079
Construction in progress 11,685 1,868
----------- -----------
1,129,179 1,120,364
Less-accumulated depreciation and amortization (349,129) (326,906)
----------- -----------
780,050 793,458
DEFERRED FINANCING COSTS, FRANCHISE FEES AND OTHER, net,
including $13,407 and $11,478 of restricted cash at June 28, 2002 and
December 28, 2001, respectively 38,885 27,593
----------- -----------
TOTAL ASSETS $ 886,957 $ 881,724
=========== ===========
See Notes to Condensed Consolidated Financial Statements
2
JOHN Q. HAMMONS HOTELS, INC.
AND COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(000's omitted, except share data)
LIABILITIES AND EQUITY
JUNE 28, 2002 DECEMBER 28, 2001
------------- -----------------
(UNAUDITED) (AUDITED)
LIABILITIES:
Current portion of long-term debt $ 8,260 $ 38,862
Accounts payable 4,687 5,626
Accrued expenses:
Payroll and related benefits 8,002 7,307
Sales and property taxes 15,518 11,680
Insurance 2,406 2,308
Interest 5,262 11,999
Utilities, franchise fees and other 8,421 6,152
--------- ---------
Total current liabilities 52,556 83,934
Long-term debt 813,341 774,145
Other obligations 2,604 2,340
--------- ---------
Total liabilities 868,501 860,419
--------- ---------
MINORITY INTEREST OF HOLDERS OF LIMITED
PARTNER UNITS 11,977 14,111
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
2002 and 2001, 6,042,000 shares issued at June 28, 2002 and December 28,
2001, and 4,789,729 and 4,782,179 outstanding at June 28, 2002 and
December 28, 2001, respectively 60 60
Class B common stock, $.01 par value, 1,000,000 shares
authorized, 294,100 shares issued and outstanding in 2002 and 2001 3 3
Paid-in capital 96,389 96,373
Retained deficit, net (84,304) (83,539)
Treasury Stock, at cost: 1,252,271 shares and 1,259,821 shares at June 28, 2002,
and December 28, 2001, respectively (5,669) (5,703)
--------- ---------
TOTAL EQUITY 6,479 7,194
--------- ---------
TOTAL LIABILITIES AND EQUITY $ 886,957 $ 881,724
========= =========
See Notes to Condensed Consolidated Financial Statements
3
JOHN Q. HAMMONS HOTELS, INC.
AND COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(000'S OMITTED, EXCEPT SHARE DATA)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 28, 2002 JUNE 29, 2001 JUNE 28, 2002 JUNE 29, 2001
------------- ------------- ------------- -------------
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
REVENUES:
Rooms $ 71,551 $ 72,222 $ 137,041 $ 142,162
Food and beverage 30,101 30,238 59,388 61,906
Meeting room rental and other 13,509 14,490 26,161 28,191
----------- ----------- ----------- -----------
Total revenues 115,161 116,950 222,590 232,259
OPERATING EXPENSES:
Direct operating costs and expenses:
Rooms 17,712 18,153 33,768 35,359
Food and beverage 23,219 25,192 45,374 49,953
Other 896 905 1,605 1,769
General, administrative and sales expenses 34,770 33,547 67,779 68,621
Repairs and maintenance 4,602 4,585 8,957 8,956
Depreciation and amortization 13,096 13,684 26,088 27,232
----------- ----------- ----------- -----------
Total operating costs 94,295 96,066 183,571 191,890
----------- ----------- ----------- -----------
INCOME FROM OPERATIONS 20,866 20,884 39,019 40,369
OTHER INCOME (EXPENSE):
Interest income 194 512 448 1,153
Interest expense and amortization of deferred financing fees (18,232) (18,386) (35,484) (37,276)
----------- ----------- ----------- -----------
INCOME BEFORE MINORITY INTEREST, PROVISION FOR
INCOME TAXES AND EXTRAORDINARY ITEM 2,828 3,010 3,983 4,246
Minority interest in earnings of partnership (2,148) (2,288) (3,025) (3,227)
----------- ----------- ----------- -----------
INCOME BEFORE PROVISION FOR INCOME TAXES AND
EXTRAORDINARY ITEM 680 722 958 1,019
Provision for income taxes (60) (60) (90) (90)
----------- ----------- ----------- -----------
INCOME BEFORE EXTRAORDINARY ITEM 620 662 868 929
Extraordinary item: Cost of extinguishment of debt, net of
applicable tax benefit (1,633) (12) (1,633) (12)
----------- ----------- ----------- -----------
NET INCOME (LOSS) $ (1,013) $ 650 $ (765) $ 917
=========== =========== =========== ===========
BASIC EARNINGS (LOSS) PER SHARE:
Earnings before extraordinary item $ 0.12 $ 0.13 $ 0.17 $ 0.18
Extraordinary item (0.32) -- (0.32) --
----------- ----------- ----------- -----------
Per share net earnings (loss) allocable to company $ (0.20) $ 0.13 $ (0.15) $ 0.18
=========== =========== =========== ===========
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING 5,081,008 5,070,073 5,078,644 5,067,318
=========== =========== =========== ===========
DILUTED EARNINGS (LOSS) PER SHARE:
Earnings before extraordinary item $ 0.12 $ 0.12 $ 0.17 $ 0.17
Extraordinary item (0.32) -- (0.32) --
----------- ----------- ----------- -----------
Per share net earnings (loss) allocable to company $ (0.20) $ 0.12 $ (0.15) $ 0.17
=========== =========== =========== ===========
DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING 5,081,008 5,284,969 5,078,644 5,282,214
=========== =========== =========== ===========
See Notes to Condensed Consolidated Financial Statements
4
JOHN Q. HAMMONS HOTELS, INC.
AND COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MINORITY INTEREST
AND STOCKHOLDERS' EQUITY
(000's omitted)
STOCKHOLDERS' EQUITY
----------------------------------------------------------------------------------------
Class A Class B Company
Minority Common Common Paid in Retained Treasury
Interest Stock Stock Capital Deficit Stock Total
-------- -------- -------- -------- -------- -------- --------
BALANCE, December 28, 2001
(audited) $ 14,111 $ 60 $ 3 $ 96,373 $(83,539) $ (5,703) $ 7,194
Issuance of common stock to directors
(unaudited) -- -- -- 16 -- 34 50
Net loss allocable to the company
(unaudited) -- -- -- -- (765) -- (765)
Minority interest in loss of
partnership, after extraordinary item
of $5,159 (unaudited) (2,134) -- -- -- -- -- --
-------- -------- -------- -------- -------- -------- --------
BALANCE, June 28, 2002
(unaudited) $ 11,977 $ 60 $ 3 $ 96,389 $ (84,304) $ (5,669) $ 6,479
======== ======== ======== ======== ========= =========== ========
See Notes to Condensed Consolidated Financial Statements
5
JOHN Q. HAMMONS HOTELS, INC.
AND COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(000's omitted)
SIX MONTHS ENDED
JUNE 28, 2002 JUNE 29, 2001
------------- -------------
(UNAUDITED) (UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (765) $ 917
Adjustment to reconcile net income (loss) to cash provided
by operating activities:
Minority interest in earnings of partnership 3,025 3,227
Depreciation, amortization and loan cost amortization 27,102 28,388
Extraordinary item 1,633 12
Non-cash director compensation 50 50
Changes in certain assets and liabilities:
Receivables 251 (2,710)
Inventories 158 206
Prepaid expenses and other 1,415 886
Accounts payable (939) (175)
Accrued expenses 163 3,800
Other obligations 264 747
--------- ---------
Net cash provided by operating activities 32,357 35,348
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment, net (12,365) (9,840)
Franchise fees and other (2,315) (2,843)
Purchase of marketable securities, net (5,145) (6,007)
--------- ---------
Net cash used in investing activities (19,825) (18,690)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 510,000 --
Repayments of debt (501,406) (9,179)
Debt offering costs (13,640) --
Debt redemption costs (3,458) --
--------- ---------
Net cash used in financing activities (8,504) (9,179)
--------- ---------
Increase in cash and equivalents 4,028 7,479
CASH AND EQUIVALENTS, beginning of period 33,180 45,554
--------- ---------
CASH AND EQUIVALENTS, end of period $ 37,208 $ 53,033
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID FOR INTEREST $ 41,206 $ 36,552
========= =========
See Notes to Condensed Consolidated Financial Statements
6
JOHN Q. HAMMONS HOTELS, INC. AND COMPANIES
NOTES TO CONDENSED 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).
We were incorporated in September 1994 and had no operations or assets prior to
our initial public offering of Class A common stock in November 1994.
Immediately prior to the initial public offering, Mr. John Q. Hammons
contributed approximately $5 million in cash to us in exchange for 294,100
shares of Class B common stock (which represented approximately 72% of the
voting control). We contributed the approximate $96 million of net proceeds from
our Class A and Class B common stock offerings to John Q. Hammons Hotels, L.P.,
or the Partnership, in exchange for approximately 28% in general partnership
interest. Effective December 30, 2000, we exchanged 1,271,581 general
partnership units for funds advanced by the Partnership to us to repurchase our
common stock. Effective December 29, 2001, we sold 11,760 general partner units
to our general partner. The number of general partnership units exchanged is
equivalent to the number of shares repurchased, as outlined by the partnership
agreement. As a result, Mr. Hammons' limited partnership interest currently is
approximately 76% while our general partnership interest is approximately 24%.
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 the accounting principles generally accepted in the United States
for complete financial statements have been omitted. These interim statements
should be read in conjunction with the financial statements and notes thereto
included in our Form 10-K for the fiscal year ended December 28, 2001, which
included financial statements for the fiscal years ended December 28, 2001,
December 29, 2000, and December 31, 1999.
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.
We consider 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
2002. These securities are valued at cost, which approximates current market
value.
7
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.
3. EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share are computed by dividing net income (loss) 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.
Basic and diluted loss per share was $0.20 for the three months ended June 28,
2002, and $0.15 for the six months ended June 28, 2002, compared to basic
earnings per share of $0.13 and $0.18 and diluted earnings per share of $0.12
and $0.17 for the same periods in 2001. The weighted average diluted common
shares outstanding for the three and six months ended June 28, 2002 exclude the
dilutive effect of approximately 900,000 options since such options would have
been anti-dilutive; thus, basic and diluted earnings per share are identical.
The following is a reconciliation of the numerator and denominator for basic and
diluted earnings per share for the three months and six months ended June 29,
2001:
Three Months Ended June 29, 2001
----------------------------------------
(in thousands, except per share data)
Income Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Basic earnings per share $ 650 5,070 $ 0.13
======
Effect of dilutive securities:
Options -- 215
------ -----
Diluted earnings per share $ 650 5,285 $ 0.12
====== ===== ======
Six Months Ended June 29, 2001
----------------------------------------
(in thousands, except per share data)
Income Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Basic earnings per share $ 917 5,067 $ 0.18
======
Effect of dilutive securities:
Options -- 215
------ -----
Diluted earnings per share $ 917 5,282 $ 0.17
====== ===== ======
8
4. NEW ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board, or FASB, issued
Financial Accounting Standards Statement No. 142, "Goodwill and Other Intangible
Assets," which addresses how intangible assets that are acquired individually,
or with a group of other assets, should be accounted for in financial statements
upon their acquisition. This statement also addresses how goodwill and other
intangible assets should be accounted for after they have been initially
recognized in the financial statements. We adopted this statement in the first
quarter of 2002 with no significant impact on our consolidated financial
position, results of operations, cash flows or related disclosures.
In October 2001, the FASB issued Statement No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." This statement addresses financial
accounting for the impairment or disposal of long-lived assets and requires that
one accounting model be used for long-lived assets to be disposed of by sale and
broadens the presentation of discontinued operations to include more disposal
transactions. We adopted this statement in the first quarter of 2002 with no
material impact on our financial position.
In April 2002, the FASB issued Statement No. 145, "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This Statement rescinds FASB Statement No. 4, Reporting Gains and
Losses from Extinguishment of Debt, and FASB Statement No. 64, Extinguishments
of Debt Made to Satisfy Sinking-Fund Requirements, which would require applying
the criteria under Opinion 30 to determine whether or not the gains and losses
related to the extinguishment of debt should be classified as extraordinary
items. Any gain or loss on extinguishment of debt that was classified as an
extraordinary item in prior periods presented that does not meet the criteria in
Opinion 30 for classification as an extraordinary item shall be reclassified.
This Statement amends FASB Statement No. 13, Accounting for Leases, to eliminate
an inconsistency between the required accounting for sale-leaseback transactions
and the required accounting for certain lease modifications that have economic
effects that are similar to sale-leaseback transactions. The provisions of this
Statement related to the rescission of Statement 4 shall be applied in fiscal
years beginning after May 15, 2002. The provisions in paragraphs 8 and 9(c) of
this Statement related to Statement 13 shall be effective for transactions
occurring after May 15, 2002. All other provisions of this Statement shall be
effective for financial statements issued on or after May 15, 2002. Due to the
recent issuance of the standard, we are still assessing the potential impact to
our financial statements; however, management expects that the extinguishment of
debt losses classified as extraordinary items will be reclassified out of the
extraordinary item caption.
In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This Statement addresses financial
accounting and reporting for costs associated with exit or disposal activities.
The provisions of this Statement are effective for exit or disposal activities
that are initiated after December 31, 2002. Due to the recent issuance of the
standard, we are still assessing the potential impact to our financial
statements.
5. LONG-TERM DEBT
In May 2002, we refinanced approximately $495.0 million of debt with the
issuance of the $510 million notes with interest at 8 7/8% and interest payable
May 15th and November 15th,
9
and principal due May 2012. Accordingly, we incurred an early extinguishment of
debt charge of $1.6 million, net of minority interest.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL. Unless the context indicates or requires otherwise, the terms "we,"
"us," "our" and other references to our company refer to John Q. Hammons Hotels,
Inc. and John Q. Hammons Hotels, L.P., including all of our subsidiaries.
Our past development activity restricts our ability to grow per share income in
the near term. Fixed charges for new hotels (such as depreciation and
amortization expense) exceed new hotel operating cash flow in the first one to
three years of operations. As new hotels mature, we expect, 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.
We announced on September 11, 1998, that we were ceasing new development
activity except for the hotels then under construction. We opened the last two
hotels under construction in the first quarter of 2000, and currently we have no
hotels under construction. Although we are not developing new hotels, Mr.
Hammons continues to develop new hotels. During 2000, we entered into a
five-year management contract with Mr. Hammons whereby we pay a maximum of 1.5%
of the total development costs of Mr. Hammons' personally developed hotels for
the opportunity to manage the hotels upon opening and the right to purchase the
hotels in the event they are offered for sale.
RESULTS OF OPERATIONS - THREE-MONTH PERIOD
The following discussion and analysis addresses results of operations for the
three-month periods ended June 28, 2002 (the "2002 Quarter"), and June 29, 2001
(the "2001 Quarter"). The results of operations for the three-month and
six-month period ended June 28, 2002 are not indicative of the results to be
expected for the full year.
For the 2002 Quarter, our total earnings before interest expense, taxes,
depreciation and amortization (EBITDA) were $34.0 million, a decrease of 1.7%
compared to the 2001 Quarter EBITDA of $34.6 million. As a percentage of total
revenues, EBITDA decreased slightly to 29.5% in the 2002 Quarter from 29.6% in
the 2001 Quarter, primarily as a result of costs related to changing franchise
affiliations at three hotel properties during the 2002 Quarter. We incurred
approximately $0.5 million in franchise termination charges. Without this
one-time franchise termination charge, our EBITDA as a percentage of total
revenues would have been 29.9%.
Total revenues for the 2002 Quarter were $115.2 million, a decrease of $1.8
million, or 1.5%, compared to the 2001 Quarter, primarily as a result of general
economic conditions. The continuing economic slowdown and related decline in
individual and group segments of corporate travel continued to be reflected in
lower room rates as discussed below.
10
Rooms revenues decreased $0.6 million, or 0.8%, from the 2001 Quarter, but
increased as a percentage of total revenues, to 62.2% from 61.7%. The dollar
decrease was primarily due to the effects of the economic slowdown discussed in
the preceding paragraph. Our average room rate decreased to $99.11, or 2.2%,
compared to the 2001 Quarter average room rate of $101.39. In comparison, the
average room rate for the hotel industry was $83.80 in the 2002 Quarter, down
3.1% from the 2001 Quarter, based on information from Smith Travel Research. Our
occupancy for the 2002 Quarter increased to 68.2%, or 0.9 percentage points
compared to the 2001 Quarter. Occupancy for the hotel industry was 63.3%, down
1.9 percentage points from the 2001 Quarter. Our Revenue Per Available Room
(RevPAR) was $67.58 in the 2002 Quarter, down 0.9% from $68.22 in the 2001
Quarter. RevPAR for the hotel industry was $53.06, down 4.8% from the 2001
Quarter.
Food and beverage revenues decreased $0.2 million, or 0.7% compared to the 2001
Quarter, but increased as a percentage of total revenues, to 26.1% from 25.9% in
the 2001 Quarter. The dollar decrease was related to the decrease in corporate
travel described above.
Meeting room rental and other revenues decreased $1.0 million, or 6.9%, from the
2001 Quarter, and decreased as a percentage of revenues, to 11.7% from 12.4%, as
the result of decreased corporate travel and the discontinuation in August 2001
of an energy surcharge that represented $1.5 million of revenues in the 2001
Quarter.
Rooms operating expenses decreased $0.5 million, or 2.7%, compared to the 2001
Quarter, and decreased as a percentage of rooms revenues to 24.7% from 25.2%.
The percentage decrease related to management of labor costs.
Food and beverage operating expenses decreased $2.0 million, or 7.9%, compared
to the 2001 Quarter, and decreased as a percentage of food and beverage
revenues, to 77.1% from 83.2%. The decrease was attributable to lower food and
labor costs associated with reduced food and beverage sales volume as well as
enhanced food purchasing programs.
Other operating expenses remained stable at $0.9 million compared to the 2001
Quarter, but increased as a percentage of meeting room rental and other
revenues, to 6.7% from 6.2%. The percentage increase was due to the decrease in
meeting room rental and other revenues compared to the 2001 Quarter.
General, administrative and sales expenses increased $1.3 million, or 3.9%, over
the 2001 Quarter, and increased as a percentage of total revenues to 30.2% from
28.6%. The increase was primarily attributable to franchise termination charges
directly related to the franchise conversions for three hotels.
Repairs and maintenance expenses remained stable at $4.6 million, compared to
the 2001 Quarter, and increased slightly as a percentage of revenues, to 4.0%
from 3.9% in the 2001 Quarter.
Depreciation and amortization expenses decreased by $0.6 million, or 4.4%,
compared to the 2001 Quarter, and decreased as a percentage of revenues to 11.4%
from 11.7%. The decrease related to our cessation of new hotel development.
11
Income from operations remained stable at $20.9 million, compared to the 2001
Quarter, and increased as a percentage of revenue to 18.1% from 17.9%.
Income before minority interest, provision for income taxes and extraordinary
item was $2.8 million in the 2002 Quarter, compared to $3.0 million in the 2001
Quarter.
Net income (loss) was a net loss of $1.0 million in the 2002 Quarter compared to
$0.7 million of net income in 2001 Quarter. The variation related to the effect
of an extraordinary item, (the cost of early extinguishment of debt, net of
applicable tax benefit), of $1.6 million in the 2002 Quarter. This expense
related to the refinancing of our outstanding 8-7/8% and 9-3/4% First Mortgage
Notes for new 8-7/8% First Mortgage Notes due 2012.
Basic and diluted loss per share in the 2002 Quarter was $0.20, compared to
basic earnings of $0.13 per share in the 2001 Quarter, and diluted earnings per
share of $0.12 in the 2001 Quarter.
RESULTS OF OPERATIONS - SIX-MONTH PERIOD
The following discussion addresses results of operations for the six-month
periods ended June 28, 2002 (the "2002 Six Months"), and June 29, 2001 (the
"2001 Six Months").
For the 2002 Six Months, our total EBITDA was $65.1 million, a 3.7% decrease
compared to the 2001 Six Months EBITDA of $67.6 million. As a percentage of
total revenue, our EBITDA increased slightly to 29.2% in the 2002 Six Months
from 29.1% in the 2001 Six Months.
Total revenues decreased to $222.6 million in the 2002 Six Months from $232.3
million in the 2001 Six Months, a decrease of $9.7 million or 4.2%. The decrease
is attributable to ongoing weaknesses in the corporate travel segments of our
business.
Rooms revenues decreased to $137.0 million in the 2002 Six Months from $142.2
million in the 2001 Six Months, a decrease of $5.2 million, or 3.7%, as a result
of decreases in occupancy and average room rates. Rooms revenues as a percentage
of total revenues increased slightly, to 61.5%, compared to 61.2% in the 2001
Six Months. The Company's average room rate decreased to $99.11 in the 2002 Six
Months from $102.50 in the 2001 Six Months, a decrease of $3.39, or 3.3%.
Occupancy decreased slightly to 65.3% in the 2002 Six Months from 65.5% in the
2001 Six Months, a decrease of 0.2 percentage points.
Food and beverage revenues decreased to $59.4 million in the 2002 Six Months
from $61.9 million in the 2001 Six Months, a decrease of $2.5 million, or 4.0%,
but increased slightly as a percentage of total revenues to 26.7% from 26.6% in
the 2001 Six Months. The dollar decrease related to the decreased corporate
travel discussed above.
Meeting room rental and other revenues decreased to $26.2 million in the 2002
Six Months from $28.2 million in the 2001 Six Months, a decrease of $2.0
million, or 7.1%. Meeting room rental and other revenues also decreased as a
percentage of total revenues to 11.8% from 12.1% in the 2001 Six Months. The
decrease was the result of decreased corporate travel and the absence of an
energy surcharge, which was $1.7 million in the 2001 Six Months.
12
Rooms operating expenses decreased to $33.8 million in the 2002 Six Months from
$35.4 million in the 2001 Six Months, a decrease of $1.6 million, or 4.5%. This
expense decreased slightly as a percentage of rooms revenue, to 24.7% from 24.9%
in the 2001 Quarter. The decrease related to management of labor costs.
Food and beverage operating expenses decreased to $45.4 million in the 2002 Six
Months from $50.0 million in the 2001 Six Months, a decrease of $4.6 million, or
9.2%, as the result of decreased food and beverage revenues. These expenses also
decreased as a percentage of food and beverages revenues in the 2002 Six Months
to 76.4%, from 80.8% in the 2001 Six Months.
Other operating expenses decreased slightly to $1.6 million in the 2002 Six
Months, from $1.8 million in the 2001 Six Months, and decreased as a percentage
of meeting room rental and other income, to 6.1% in the 2002 Six Months from
6.4% in the 2001 Six Months.
General, administrative and sales expenses decreased to $67.8 million in the
2002 Six Months from $68.6 million in the 2001 Six Months, a decrease of $0.8
million, or 1.2%, but increased as a percentage of total revenues to 30.5% from
29.5% in the 2001 Six Months. The percentage increase in these expenses was
primarily attributable to franchise termination charges directly related to the
franchise conversions of three hotels.
Repairs and maintenance expenses remained stable at $8.9 million compared to the
2001 Six Months, but increased as a percentage of revenues to 4.0% from 3.8% in
the 2001 Six Months.
Depreciation and amortization expenses decreased to $26.1 million in the 2002
Six Months from $27.2 million in the 2001 Six Months, a decrease of $1.1
million, or 4.0%, but remained stable as a percentage of total revenues at
11.7%. The dollar decrease was related to cessation of new hotel development.
Income from operations was $39.0 million in the 2002 Six Months compared to
$40.4 million in the 2001 Six Months, a decrease of $1.4 million, or 3.5%. As a
percentage of revenue, income from operations increased slightly to 17.5% in the
2002 Six Months compared to 17.4% in the 2001 Six Months.
Other expense, net of other income decreased to $35.0 million in the 2002 Six
Months from $36.1 million in the 2001 Six Months, a decrease of $1.1 million, or
3.0%. As a percentage of total revenues, this expense increased to 15.7% from
15.5% in the 2001 Six Months. The dollar decrease related to a reduction in
interest costs from floating rate debt and the effect of our debt repurchase
program in 2001.
Income before minority interest, provision for income taxes and extraordinary
item was $4.0 million in the 2002 Six Months, compared to $4.2 million in the
2001 Six Months.
Basic and diluted loss per share in the 2002 Six Months was $0.15, compared to
basic earnings of $0.18 for the 2001 Six Months, and diluted earnings per share
of $0.17 in the 2001 Six Months.
13
LIQUIDITY AND CAPITAL RESOURCES
In general, we have financed our operations through internal cash flow, loans
from financial institutions, the issuance of public debt and equity, and the
issuance of industrial revenue bonds. Our principal uses of cash are to pay
operating expenses, to service debt and to fund capital expenditures.
At June 28, 2002, we had $37.2 million of cash and equivalents and $16.2 million
of marketable securities, compared to $33.2 million and $11.0 million,
respectively, at the end of 2001. Such amounts are available for working capital
requirements.
Operating activities provided $32.4 million for the 2002 Six Months compared to
$35.3 million for the 2001 Six Months. The decrease was attributable to a
reduction in depreciation, amortization and loan cost amortization, and other
working capital accounts.
During the second quarter of 2002, we completed the refinancing of our long-term
debt and approximately $30.1 million of our short-term debt, including the debt
on the Omaha Embassy Suites. We expect 2002 capital requirements to be funded by
cash and cash flow from operations. Based upon current plans, we anticipate that
our capital resources will be adequate to satisfy our 2002 capital requirements
for normal recurring capital improvement projects.
At June 28, 2002, our total debt was $821.6 million compared with $813.0 million
at the end of 2001. The increase is attributable to a portion of the costs of
refinancing our first mortgage notes. The current portion of long-term debt at
June 28, 2002, was $8.3 million, compared to $38.9 million at the end of 2001.
We incurred net capital expenditures of approximately $12.4 million during the
2002 Six Months and $9.8 million during the 2001 Six Months. During the
remainder of 2002, we expect capital expenditures to total approximately $9.8
million.
During fiscal 2000 we initiated claims against certain of our construction
service providers as well as with our insurance carrier. These claims resulted
from costs we incurred and expected to incur to address moisture related
problems caused by water intrusion through defective windows at certain of our
hotel properties. In December 2001, we initiated legal actions in an effort to
collect claims previously submitted. Subsequent to the filing of the legal
action, the insurance carrier notified us that a portion of our claims had been
denied. As of June 28, 2002, we had incurred approximately $11.3 million of
which $1.6 million was incurred in the 2002 Quarter, of an estimated $13.5
million of costs to correct the underlying moisture problem. We will continue to
vigorously pursue insurance recovery of these costs. In the fourth quarter of
2001, however, we recorded additional depreciation expense of approximately $6.1
million to bring the total charge for that year to $7.6 million to reserve the
net historical costs of the hotel property assets refurbished absent any
recoveries. To the extent recoveries are realized, they will be recorded as a
component of other income
14
FORWARD-LOOKING STATEMENTS
NOTE - FORWARD-LOOKING STATEMENTS: Certain statements in this report contain
"forward-looking statements" within the meaning of Section 21E of the Securities
Exchange Act of 1934, regarding, among other things, our business strategy,
prospects and financial position. These statements contain the words "believe,"
"anticipate," "estimate," "expect," "project," "intend," "may," "will," and
similar words. These forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results to be
materially different from any future results expressed or implied by such
forward looking statements. Such factors include, among others:
o General economic conditions;
o Competition;
o Changes in operating costs, particularly energy and labor costs;
o Unexpected events, such as the September 11, 2001 terrorist attacks;
o Risks of hotel operations, such as hotel room supply exceeding demand,
increased energy and other travel costs and general industry
downturns;
o Seasonality of the hotel business;
o Cyclical over-building in the hotel and leisure industry;
o Requirements of franchise agreements, including the right of some
franchisors to immediately terminate their respective agreements if we
breach certain provisions;
o Costs of complying with applicable state and federal regulations.
These risks and uncertainties are discussed in more detail in our other
filings with the SEC and should be considered in evaluating any forward-looking
statements contained in this report. We undertake no obligation to update or
revise publicly any forward looking statement, whether as a result of new
information, future events or otherwise, other than as required by law.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We are exposed to changes in interest rates primarily as a result of our
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. Our financing
activities 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 our long-term fixed and variable-rate debt
obligations as of June 28, 2002:
EXPECTED MATURITY DATE
(in millions)
Fair
There- Value
2002(d) 2003 2004 2005 2006 After Total (e)
Long-Term Debt (a)
$510 Million 1st Mortgage Notes $ -- $ -- $ -- $ -- $ -- $ 510 $ 510 $ 490
Average interest rate (b) 8.9% 8.9% 8.9% 8.9% 8.9% 8.9% 8.9%
Other fixed-rate debt obligations $ 7 $ 35 $ 6 $ 7 $ 8 $ 210 $ 273 $ 273
Average interest rate (b) 8.3% 8.0% 8.3% 8.3% 8.3% 8.6% 8.5%
Other variable-rate debt obligations (c) $ 1 $ 1 $ 1 $ 1 $ 10 $ 25 $ 39 $ 39
Average interest rate 5.1% 5.1% 5.1% 5.1% 5.1% 5.1% 5.1%
15
(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 28, 2002, that is maturing in the
year reported. The weighted average interest rate excludes the effect of
the amortization of deferred financing costs.
(d) The 2002 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 $510 million 1st
Mortgage Notes. The fair value of the first mortgage notes 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
Not Applicable
ITEM 3. Defaults Upon Senior Securities
Not Applicable
ITEM 4. Submission of Matters to a Vote of Securities Holders
We held the annual meeting of our shareholders on Wednesday, May 1, 2002.
The following persons were elected as our directors by the holders of Common
Stock:
Jacqueline A. Dowdy William J. Hart David C. Sullivan
------------------- --------------- -----------------
Votes in Favor:
Class A 4,634,235 4,629,235 4,634,235
Class B 14,705,000 14,705,000 14,705,000
---------- ---------- ----------
Total 19,339,235 19,334,235 19,339,235
16
Votes Against:
Class A 0 0 0
Class B 0 0 0
------- ------- -------
Total 0 0 0
Votes
Withheld:
Class A 111,836 116,836 111,836
Class B 0 0 0
------- ------- -------
Total 111,836 116,836 111,836
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
The shareholders also ratified the selection of Arthur Andersen LLP, as outside
auditors for the Company and its subsidiaries for fiscal 2002, as follow:
Votes in Favor:
Class A 4,529,521
Class B 14,705,000
----------
Total 19,234,521
Votes Against:
Class A 200,262
Class B 0
----------
Total 200,262
Votes Withheld:
Class A 0
Class B 0
----------
Total 0
Abstentions:
Class A 7,288
Class B 0
----------
Total 7,228
Broker Non-votes:
Class A 0
Class B 0
----------
Total 0
17
ITEM 5. Other Information
Not Applicable
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
See Exhibit Index.
(b) Reports on Form 8-K
Form 8-K filed June 5, 2002, announcing that our board of directors approved the
dismissal of Arthur Andersen, LLP and the selection of Deloitte & Touche, LLP,
to serve as our independent auditors for the current fiscal year.
18
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/ Paul E. Muellner
-------------------------------------
Paul E. Muellner
Chief Financial Officer
Dated: August 9, 2002
19
EXHIBIT INDEX
EXHIBIT NO. TITLE
- ----------- -----
99.1 Certification Statement of Chief Executive Officer
99.2 Certification Statement of Chief Financial Officer
20