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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 September 27, 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 033-7334001
JOHN Q. HAMMONS HOTELS, L.P.
JOHN Q. HAMMONS HOTELS FINANCE CORPORATION
JOHN Q. HAMMONS HOTELS FINANCE CORPORATION II
JOHN Q. HAMMONS HOTELS FINANCE CORPORATION III
(Exact name of registrant as specified in its charter)
DELAWARE 43-1523951
MISSOURI 43-1680322
MISSOURI 43-1720400
MISSOURI 33-1006528
(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 registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) have been subject to such
filing requirements for the past 90 days.
Yes X No
------- -------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
JOHN Q. HAMMONS HOTELS, L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
(000's omitted)
ASSETS
SEPTEMBER 27, 2002 DECEMBER 28, 2001
------------------ -----------------
(UNAUDITED) (AUDITED)
CURRENT ASSETS:
Cash and equivalents $ 39,699 $ 33,180
Marketable securities 16,091 11,016
Receivables:
Trade, less allowance for doubtful accounts of $231 10,895 10,771
Other 924 824
Management fees - related party 209 148
Inventories 1,168 1,288
Prepaid expenses and other 1,825 3,446
--------- ---------
Total current assets 70,811 60,673
PROPERTY AND EQUIPMENT, at cost:
Land and improvements 61,379 61,140
Buildings and improvements 741,743 745,277
Furniture, fixture and equipment 319,054 312,079
Construction in progress 14,599 1,868
--------- ---------
1,136,775 1,120,364
Less-accumulated depreciation and amortization (362,380) (326,906)
--------- ---------
774,395 793,458
DEFERRED FINANCING COSTS, FRANCHISE FEES AND OTHER, net,
including $14,747 and $11,478 of restricted cash at September 27, 2002 and
December 28, 2001, respectively 38,733 27,593
--------- ---------
TOTAL ASSETS $ 883,939 $ 881,724
========= =========
See Notes to Condensed Consolidated Financial Statements
2
JOHN Q. HAMMONS HOTELS, L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
(000's omitted)
LIABILITIES AND EQUITY
SEPTEMBER 27, 2002 DECEMBER 28, 2001
------------------------ -----------------------
(UNAUDITED) (AUDITED)
LIABILITIES:
Current portion of long-term debt $ 10,432 $ 38,862
Accounts payable 3,484 5,626
Accrued expenses:
Payroll and related benefits 6,800 7,307
Sales and property taxes 16,093 11,680
Insurance 2,319 2,308
Interest 16,292 11,999
Utilities, franchise fees and other 9,575 6,152
------------- ------------
Total current liabilities 64,995 83,934
Long-term debt 801,981 774,145
Other obligations 2,830 2,339
------------- ------------
Total liabilities 869,806 860,418
------------- ------------
EQUITY:
Contributed capital 96,452 96,436
Partners' and other deficits, net (82,319) (75,130)
------------- ------------
Total equity 14,133 21,306
------------- ------------
TOTAL LIABILITIES AND EQUITY $ 883,939 $ 881,724
============= ============
See Notes to Condensed Consolidated Financial Statements
3
JOHN Q. HAMMONS HOTELS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(000's omitted)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPT. 27, 2002 SEPT. 28, 2001 SEPT. 27, 2002 SEPT. 28, 2001
-------------- -------------- -------------- --------------
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
REVENUES:
Rooms $ 68,938 $ 64,419 $ 205,979 $ 206,581
Food and beverage 24,950 24,083 84,338 85,989
Meeting room rental, related party management fee and other 12,021 11,753 38,182 39,944
--------- --------- --------- ---------
Total revenues
105,909 100,255 328,499 332,514
OPERATING EXPENSES:
Direct operating costs and expenses:
Rooms 17,731 17,398 51,499 52,757
Food and beverage 20,697 21,257 66,071 71,210
Other 840 792 2,445 2,561
General, administrative and sales expenses 34,963 33,012 102,742 101,633
Repairs and maintenance 4,555 4,630 13,512 13,586
Depreciation and amortization 13,203 13,799 39,291 41,031
--------- --------- --------- ---------
Total operating costs 91,989 90,888 275,560 282,778
--------- --------- --------- ---------
INCOME FROM OPERATIONS 13,920 9,367 52,939 49,736
OTHER INCOME (EXPENSE):
Interest income 308 474 756 1,627
Interest expense and amortization of deferred financing fees (17,931) (18,079) (53,415) (55,355)
--------- --------- --------- ---------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM (3,703) (8,238) 280 (3,992)
Extraordinary item: Cost of extinguishment of debt (591) (424) (7,383) (474)
--------- --------- --------- ---------
NET LOSS $ (4,294) $ (8,662) $ (7,103) $ (4,466)
========= ========= ========= =========
See Notes to Condensed Consolidated Financial Statements
4
JOHN Q. HAMMONS HOTELS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(000's omitted)
CONTRIBUTED PARTNERS' AND OTHER
CAPITAL EQUITY (DEFICIT)
----------------- -----------------------------
General General Limited
Partner Partner Partner Total
----------------- ------------- ----------- ----------
BALANCE, December 28, 2001 (audited) $ 96,436 $(89,241) $ 14,111 $ 21,306
Distributions to partners (unaudited) - (120) - (120)
Advances from general partner for shares of
treasury stock (unaudited) 16 34 - 50
Net loss (unaudited) - (1,707) (5,396) (7,103)
-------- -------- -------- --------
BALANCE, September 27, 2002 (unaudited) $ 96,452 $(91,034) $ 8,715 $ 14,133
======== ======== ======== ========
See Notes to Condensed Consolidated Financial Statements
5
JOHN Q. HAMMONS HOTELS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(000's omitted)
NINE MONTHS ENDED
SEPTEMBER 27, 2002 SEPTEMBER 28, 2001
------------------ ------------------
(UNAUDITED) (UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (7,103) $ (4,466)
Adjustment to reconcile net loss to cash provided by operating activities:
Depreciation, amortization and loan cost amortization 40,760 42,831
Extraordinary item 7,383 474
Non-cash director compensation 50 71
Changes in certain assets and liabilities:
Receivables (285) 307
Inventories 120 195
Prepaid expenses and other 1,621 1,875
Accounts payable (2,069) (2,185)
Accrued expenses 11,561 (2,344)
Other obligations 491 978
--------- ---------
Net cash provided by operating activities 52,529 37,736
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment (19,786) (20,043)
Franchise fees and other (2,839) (4,482)
Purchase of marketable securities (5,075) (5,948)
--------- ---------
Net cash used in investing activities (27,700) (30,473)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 510,000 1,600
Repayments of debt (510,399) (22,320)
Debt offering costs (13,730) -
Debt redemption costs (4,061) -
Distributions to partners (120) (120)
--------- ---------
Net cash used in financing activities (18,310) (20,840)
--------- ---------
Increase (decrease) in cash and equivalents 6,519 (13,577)
CASH AND EQUIVALENTS, beginning of period 33,180 45,554
--------- ---------
CASH AND EQUIVALENTS, end of period $ 39,699 $ 31,977
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID FOR INTEREST $ 47,652 $ 58,892
========= =========
See Notes to Condensed Consolidated Financial Statements
6
JOHN Q. HAMMONS HOTELS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. ENTITY MATTERS
The accompanying condensed consolidated financial statements include the
accounts of John Q. Hammons Hotels, L.P., and its wholly owned subsidiaries,
John Q. Hammons Hotels Finance Corporation, John Q. Hammons Hotels Finance
Corporation II and John Q. Hammons Hotels Finance Corporation III, corporations
with nominal assets and no operations, the catering corporations (which are
separate corporations for each hotel location chartered to own the respective
food and liquor licenses and operate the related food and beverage facilities),
and certain other wholly-owned subsidiaries conducting certain hotel operations.
In conjunction with a public offering of common stock in November 1994 by our
general partner, John Q. Hammons Hotels, Inc., we obtained through transfers or
contributions from Mr. John Q. Hammons or enterprises that he controlled, 21
additional operating hotel properties, equity interests in two hotels under
construction, the stock of catering corporations and management contracts
relating to all of Mr. Hammons' hotels, to add to the ten hotel properties we
already owned.
We are directly or indirectly owned and controlled by Mr. Hammons, as were all
enterprises that transferred or contributed net assets to us. Accordingly, the
accompanying financial statements present, as a combination of entities under
common control, the financial position and related results of operations of all
entities on a consolidated basis for all periods presented.
All significant balances and transactions between the entities and properties
have been eliminated.
Mr. Hammons and entities directly or indirectly owned or controlled by him are
our only limited partners. Mr. Hammons, through his voting control of our
general partner, continues to control us.
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.
7
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.
3. ALLOCATIONS OF INCOME, LOSSES AND DISTRIBUTIONS
Prior to December 30, 2000, income, losses and distributions were allocated
between our general partner and our limited partners based on their respective
ownership interests of 28.31% and 71.69%. Effective December 30, 2000, we
redeemed 1,271,581 partnership units held by our general partner for funds we
advanced to our general partner to repurchase its common stock. Effective
December 29, 2001, we redeemed 11,760 partnership units held by our general
partner. The number of partnership units exchanged are equivalent to the number
of shares repurchased as outlined by our partnership agreement. As a result, the
allocation percentages changed to approximately 24% for the general partner and
76% for our limited partners.
In the event we have taxable income, distributions are to be made to our
partners in an aggregate amount equal to the amount that we would have paid for
income taxes had we been a C corporation during the applicable period. Aggregate
tax distributions will first be allocated to our general partner, if applicable,
with the remainder allocated to our limited partners. As of September 27, 2002,
no distributions were paid or accrued based on current estimates. Adjustments to
accrued distributions will be recorded in the period in which facts and
circumstances which give rise to the adjustments become known.
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
8
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 our $300 million 8 7/8% First Mortgage Notes due
February 2004, and our $90 million 9 3/4% First Mortgage Notes due April 2005,
as well as construction financing on five of our properties, with new $510
million 8 7/8% First Mortgage Notes, interest payable May 15th and November
15th, and principal due May 2012. In conjunction with this refinancing we
incurred aggregate early extinguishment of debt charges of approximately $7.4
million. These changes were recorded in the second quarter ($6.8 million) and
the third quarter ($0.6 million), respectively, as these costs became known.
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,
L.P., including all of our subsidiaries.
Our past development activity limits our ability to grow net 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, we believe, 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
9
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 will provide in-house architectural services with a maximum value 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 September 27, 2002 (the "2002 Quarter"), and September
28, 2001 (the "2001 Quarter"). The results of operations for the three-month and
nine-month periods ended September 27, 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 $27.1 million, an increase of 16.8%
compared to the 2001 Quarter EBITDA of $23.2 million. As a percentage of total
revenues, EBITDA increased to 25.6% in the 2002 Quarter from 23.1% in the 2001
Quarter due primarily to cost control measures implemented in response to
decreased business.
Total revenues for the 2002 Quarter were $105.9 million, an increase of $5.6
million, or 5.6%, compared to the 2001 Quarter, reflective of an increase in
occupancy of 8.4% from the 2001 Quarter.
Rooms revenues increased $4.5 million, or 7.0%, from the 2001 Quarter, and
increased as a percentage of total revenues, to 65.1% from 64.2%. The increase
was primarily due to the higher occupancy in the 2002 Quarter discussed above,
as the result of a slight increase in domestic travel. Our occupancy for the
2002 Quarter was 67.1% up 5.2 percentage points compared to our 2001 Quarter.
Occupancy for the hotel industry was up 0.9% from the 2001 Quarter, based on
information from Smith Travel Research. Our average room rate for the 2002
Quarter decreased $1.23, or 1.3%, compared to our 2001 Quarter average room rate
of $98.32. In comparison, the average room rate for the hotel industry was
$82.56 in the 2002 Quarter, down 0.4% from the 2001 Quarter. Our Revenue Per
Available Room (RevPAR) was $65.12 in the 2002 Quarter, up 7.0% from $60.85 in
the 2001 Quarter. RevPAR for the hotel industry was $53.17, up 0.5% from the
2001 Quarter.
Food and beverage revenues increased $0.9 million, or 3.7%, compared to the 2001
Quarter, but decreased slightly as a percentage of total revenues, to 23.6% from
24.0% in the 2001 Quarter. The dollar increase was primarily attributable to
improved domestic group travel as well as overall occupancy increases.
Meeting room rental, related party management fee and other revenues increased
$0.2 million, or 1.7%, from the 2001 Quarter, but decreased as a percentage of
revenues, to 11.3% from 11.8%.
Rooms operating expenses increased $0.3 million, or 1.7%, compared to the 2001
Quarter, but decreased as a percentage of rooms revenues to 25.7% from 27.0%.
The dollar increase was due primarily to costs associated with the increased
rooms revenues and the percentage decrease related to management of labor costs.
10
Food and beverage operating expenses decreased $0.6 million, or 2.8%, compared
to the 2001 Quarter, and decreased as a percentage of food and beverage
revenues, to 82.8% from 88.4%. The decrease was attributable to lower food and
labor costs associated with enhanced food purchasing programs and management of
labor expenses.
Other operating expenses remained stable at $0.8 million compared to the 2001
Quarter, but decreased slightly as a percentage of meeting room rental, related
party management fee and other revenues, to 6.7% from 6.8%.
General, administrative and sales expenses increased $2.0 million, or 6.1%, over
the 2001 Quarter, and increased as a percentage of revenues to 33.1% from 32.9%.
The increase was primarily attributable to franchise termination charges
directly related to the planned franchise conversion of our Albuquerque Crowne
Plaza hotel.
Repairs and maintenance expenses remained stable at $4.6 million compared to the
2001 Quarter, and decreased as a percentage of revenues, to 4.3% from 4.6% in
the 2001 Quarter.
Depreciation and amortization expenses decreased by $0.6 million, or 4.3%,
compared to the 2001 Quarter, and decreased as a percentage of revenues to 12.5%
from 13.8% in the 2001 Quarter. The decrease related to cessation of new hotel
development.
Income from operations increased $4.5 million compared to the 2001 Quarter,
reflecting the increased revenues, and the decreased expenses as percentages of
revenue items in certain categories, discussed above.
Other expense, net of other income remained stable at $17.6 million compared to
the 2001 Quarter, as interest income decreased slightly, offset by a slight
decrease in interest expense.
Loss before extraordinary item was $3.7 million in the 2002 Quarter, compared to
$8.2 million in the 2001 Quarter.
Net loss was $4.3 million in the 2002 Quarter, compared to $8.7 million in the
2001 Quarter. The 2002 Quarter included $0.6 million in extraordinary item for
the cost of extinguishment of debt, compared to $0.4 million in the 2001
Quarter.
RESULTS OF OPERATIONS - NINE-MONTH PERIOD
The following discussion addresses results of operations for the nine-month
periods ended September 27, 2002 (the "2002 Nine Months"), and September 28,
2001 (the "2001 Nine Months").
For the 2002 Nine Months, our total EBITDA was $92.2 million, a 1.5% increase
compared to the 2001 Nine Months EBITDA of $90.8 million. As a percentage of
total revenue, our EBITDA increased to 28.1% in the 2002 Nine Months from 27.3%
in the 2001 Nine Months.
Total revenues decreased to $328.5 million in the 2002 Nine Months from $332.5
million in the 2001 Nine Months, a decrease of $4.0 million or 1.2%. The
decrease is primarily attributable to the ongoing weaknesses in the corporate
group travel segments of our business
11
during the first six months of 2002, offset in part by a slight increase in
travel in the 2002 Quarter.
Rooms revenues decreased to $206.0 million in the 2002 Nine Months from $206.6
million in the 2001 Nine Months, a decrease of $0.6 million or 0.3%, as a result
of decreased overall travel in the first six months of the year, offset in part
by the increase in occupancy in the 2002 Quarter. Rooms revenues as a percentage
of total revenues increased slightly, to 62.7%, compared to 62.1% in the 2001
Nine Months. Our average room rate decreased to $98.43 in the 2002 Nine Months
from $101.16 in the 2001 Nine Months, a decrease of $2.73 or 2.7%. Occupancy
increased to 65.9% in the 2002 Nine Months from 64.3% in the 2001 Nine Months,
an increase of 1.6 percentage points.
Food and beverage revenues decreased to $84.3 million in the 2002 Nine Months
from $86.0 million in the 2001 Nine Months, a decrease of $1.7 million or 2.0%,
and decreased as a percentage of total revenues to 25.7% from 25.9% in the 2001
Nine Months. The change was related to a decrease in group travel segments for
the first six months of 2002, offset in part by a slight increase in travel in
the 2002 Quarter, discussed above.
Meeting room rental, related party management fee and other revenues decreased
to $38.2 million in the 2002 Nine Months from $39.9 million in the 2001 Nine
Months, a decrease of $1.7 million or 4.3%. Meeting room rental and other
revenues also decreased slightly as a percentage of total revenues to 11.6% from
12.0% in the 2001 Nine Months. The decrease was the result of decreased group
travel in the first six months of 2002, offset in part by a slight increase in
travel in the 2002 Quarter, as well as the absence of an energy surcharge, which
was $2.7 million in the 2001 Nine Months.
Rooms operating expenses decreased to $51.5 million in the 2002 Nine Months from
$52.8 million in the 2001 Nine Months, a decrease of $1.3 million or 2.5%, and
decreased as a percentage of rooms revenue to 25.0% from 25.6% in the 2001 Nine
Months. The decrease was attributable to reduced labor costs and travel agent
commissions, in part as the result of the decreased room revenue.
Food and beverage operating expenses decreased to $66.1 million in the 2002 Nine
Months from $71.2 million in the 2001 Nine Months, a decrease of $5.1 million or
7.2%. These expenses also decreased as a percentage of food and beverages
revenues in the 2002 Nine Months to 78.4%, from 82.8% in the 2001 Nine Months.
The decrease was attributable to lower food and labor costs associated with
enhanced food purchasing programs and management of labor costs.
Other operating expenses decreased to $2.4 million in the 2002 Nine Months, a
7.7% decrease, and declined as a percentage of meeting room rental, related
party management fee and other income, to 6.3% in the 2002 Nine Months from 6.5%
in the 2001 Nine Months.
General, administrative and sales expenses increased to $102.7 million in the
2002 Nine Months from $101.6 million in the 2001 Nine Months, an increase of
$1.1 million or 1.1%, and increased as a percentage of total revenues to 31.3%
from 30.6% in the 2001 Nine Months. The increase in these expenses was primarily
the result of franchise termination charges directly related to hotel franchise
conversions, offset in part by decreased energy costs from the 2001 Nine Months.
12
Repairs and maintenance expenses decreased to $13.5 million in the 2002 Nine
Months from $13.6 million in the 2001 Nine Months, a decrease of $0.1 million or
0.7%, and remained stable as a percentage of total revenues at 4.1%.
Depreciation and amortization expenses decreased to $39.3 million in the 2002
Nine Months from $41.0 million in the 2001 Nine Months, a decrease of $1.7
million or 4.1%, and decreased as a percentage of total revenues to 12.0% from
12.3% in the 2001 Nine Months. The decrease related to cessation of new hotel
development.
Income from operations was $52.9 million in the 2002 Nine Months compared to
$49.7 million in the 2001 Nine Months, an increase of $3.2 million or 6.4%. As a
percentage of revenue, income from operations increased to 16.1% in the 2002
Nine Months compared to 14.9% in the 2001 Nine Months. The increase was due to
decreased expenses in certain categories, as discussed above.
Other expense, net of other income decreased to $52.7 million in the 2002 Nine
Months from $53.7 million in the 2001 Nine Months, a decrease of $1.0 million or
1.9%. This decrease was a result of the continued reduction of our long-term
debt. As a percentage of total revenues, other expense, net, decreased to 16.0%
from 16.2% in the 2001 Nine Months.
Income before extraordinary item was $0.3 million in the 2002 Nine Months,
compared to a loss before extraordinary item of $4.0 million in the 2001 Nine
Months.
Net loss was $7.1 million in the 2002 Nine Months compared to $4.5 in the 2001
Nine Months, as a result of the $7.4 million extraordinary item in the 2002 Nine
Months related to the early extinguishment of debt, compared to $0.5 million in
the 2001 Nine Months.
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, to fund capital expenditures, and to make
distributions to fund some of the taxes allocated to partners.
At September 27, 2002, we had $39.7 million of cash and equivalents and $16.1
million of marketable securities, compared to $33.2 million and $11.0 million,
respectively, at the end of 2001. These amounts are available for working
capital requirements.
Net cash provided by operating activities was $52.5 million for the 2002 Nine
Months compared to $37.7 million for the 2001 Nine Months. The increase was
attributable to a timing difference in interest payment due dates for our
refinanced bond debt.
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. 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.
13
At September 27, 2002, our total debt was $812.4 million compared with $813.0
million at the end of 2001. The current portion of long-term debt at September
27, 2002, was $10.4 million, compared to $38.9 million at the end of 2001. We
incurred capital expenditures of approximately $19.8 million during the 2002
Nine Months and $20.0 million during the 2001 Nine Months. During the remainder
of 2002, we expect capital expenditures to total approximately $4.0 million, for
renovation and updating of existing hotels.
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 September 27, 2002, we had incurred approximately $12.7 million of
which $1.4 million was incurred in the 2002 Quarter, of an estimated $13.5
million of costs to correct the underlying moisture problem. In the fourth
quarter of 2001, 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.
We will continue to vigorously pursue insurance recovery of these costs.
Currently, a trial is tentatively set for the fall of 2003. To the extent we
realize recoveries, we will record them as a component of other income.
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:
- General economic conditions;
- Competition;
- Changes in operating costs, particularly energy and labor costs;
- Unexpected events, such as the September 11, 2001 terrorist attacks;
- Risks of hotel operations, such as hotel room supply exceeding
demand, increased energy and other travel costs and general industry
downturns;
- Seasonality of the hotel business;
- Cyclical over-building in the hotel and leisure industry;
- Requirements of franchise agreements, including the right of some
franchisors to immediately terminate their respective agreements
if we breach certain provisions;
- 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,
14
whether as a result of new information, future events or otherwise, other than
as required by law.
SUPPLEMENTAL FINANCIAL INFORMATION RELATING TO THE COLLATERAL HOTELS
The following tables set forth, as of September 27, 2002, unaudited selected
financial information with respect to the hotels collateralizing our $510
million of 8 7/8% first mortgage notes, and about us, excluding Unrestricted
Subsidiaries (as defined in the indenture relating to the notes) or the
"Restricted Group". Under the heading "Management Operations," we provide
information with respect to revenues and expenses we generate as manager of the
collateral hotels and the other hotels we own or manage.
TRAILING 12 MONTHS ENDED SEPTEMBER 27, 2002
2002 Management Total
Collateral Operations Restricted
Hotels (30) Groups Group
------------------------------------------------------------
Statement of operations data:
Operating revenues $ 264,581 $ 9,448 (a) $ 274,029
Operating expenses:
Direct operating costs and
expenses 97,690 - 97,690
General, administrative, sales
and management expenses (b) 85,670 (1,918) (c) 83,752
Repairs and maintenance 10,871 - 10,871
Depreciation and amortization 34,869 892 35,761
-------- -------- --------
Total operating expenses 229,100 (1,026) 228,074
-------- -------- --------
Income from operations $ 35,481 $ 10,474 $ 45,955
======== ======== ========
Operating data:
Occupancy 64.3%
Average daily room rate $ 93.75
RevPar $ 60.28
(a) Represents management revenues derived from the 17 non-collateral
hotels and the nine managed hotels.
(b) General, administrative, sales and management expenses for the
collateral hotels include management expenses allocated to the
respective hotels.
(c) General, administrative, sales and management expenses for management
operations reflect a credit for the management revenues associated with
the management expenses included in general, administrative, sales and
management expenses for the collateral hotels.
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
15
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 long-term fixed and
variable rate debt obligations as of September 27, 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 $ - $ - $ - $ - $ - $ 503 $ 503 $482
Average interest rate (b) 8.9% 8.9% 8.9% 8.9% 8.9% 8.9% 8.9%
Other fixed-rate debt obligations $ 9 $ 34 $ 7 $ 7 $ 8 $ 206 $ 271 $271
Average interest rate (b) 8.4% 8.0% 8.3% 8.3% 8.3% 8.6% 8.5%
Other variable-rate debt obligations $ 1 $ 1 $ 1 $ - $ 10 $ 25 $ 38 $ 38
Average interest rate (c) 5.1% 5.1% 5.1% 5.1% 5.1% 5.1% 5.1%
(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 September 27, 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 note issues is
estimated by obtaining quotes from brokers.
ITEM 4. CONTROLS AND PROCEDURES
16
Evaluation of disclosure controls and procedures. The chief executive officer
and chief financial officer of our general partner have evaluated the
effectiveness of our "disclosure controls and procedures" (as defined in Rules
13a-14(c) and 15d-14(d) under the Securities Exchange Act of 1934 as of November
5, 2002. Based on that review, they have concluded that, as of such date, our
disclosure controls and procedures were effective to ensure that material
information relating to us would be made known to them.
Changes in internal controls. There were no significant changes in our internal
controls or, to the knowledge of the chief executive officer and chief financial
officer of our general partner, in other factors that could significantly affect
our internal controls, including any corrective actions with regard to
significant deficiencies and material weaknesses, after the date of such
evaluation.
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
Not Applicable
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
No reports on Form 8-K have been filed during the quarter for
which this report is filed.
17
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrants have duly caused this report to be signed on their behalf
by the undersigned thereto duly authorized.
JOHN Q. HAMMONS HOTELS, L.P.
By: John Q. Hammons Hotels, Inc.
its General Partner
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 (Principal Financial Officer)
JOHN Q. HAMMONS HOTELS FINANCE CORPORATION
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
(Principal Financial Officer)
JOHN Q. HAMMONS HOTELS FINANCE
CORPORATION II
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
(Principal Financial Officer)
JOHN Q. HAMMONS HOTELS FINANCE
CORPORATION III
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
(Principal Financial Officer)
Dated: November 8, 2002
CERTIFICATIONS
I, John Q. Hammons, certify that:
1. I have reviewed this quarterly report on Form 10-Q of John Q. Hammons Hotels,
L.P.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement 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;
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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 we 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
registrant's board of directors (or persons performing the equivalent function):
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 or not 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 deficiencies and all material weaknesses.
Date: November 8, 2002
/s/ John Q. Hammons
-----------------------------------------
John Q. Hammons, Chief Executive Officer
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I, Paul E. Muellner, certify that:
1. I have reviewed this quarterly report on Form 10-Q of John Q. Hammons Hotels,
L.P.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement 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
we 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 registrant's board of directors (or persons performing the
equivalent function):
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 or not 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
deficiencies and all material weaknesses.
Date: November 8, 2002
20
/s/ Paul E. Muellner
-----------------------------------------
Paul E. Muellner, Chief Financial Officer
21
EXHIBIT INDEX
Exhibit No. Exhibit
99.1 Certification Statement of general partner's Chief Executive
Officer
99.2 Certification Statement of general partner's Chief Financial
Officer
22