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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 April 4, 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 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
------- -------
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes No X
------- -------
Number of shares of Registrant's Class A Common Stock outstanding as of May 14,
2003: 4,800,254
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
JOHN Q. HAMMONS HOTELS, INC.
AND COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(000's omitted)
ASSETS
APRIL 4, 2003 JANUARY 3, 2003
------------- ---------------
CURRENT ASSETS:
Cash and equivalents $ 39,954 $ 21,774
Restricted cash 1,670 1,103
Marketable securities 11,451 12,481
Receivables:
Trade, less allowance for doubtful accounts of $231 10,516 9,034
Other 308 441
Management fees - related party 222 152
Inventories 1,165 1,151
Prepaid expenses and other 3,866 5,884
----------- -----------
Total current assets 69,152 52,020
----------- -----------
PROPERTY AND EQUIPMENT, at cost:
Land and improvements 62,053 62,035
Buildings and improvements 751,044 751,092
Furniture, fixture and equipment 326,262 327,079
Construction in progress 4,118 98
----------- -----------
1,143,477 1,140,304
Less-accumulated depreciation and amortization (384,306) (371,838)
----------- -----------
759,171 768,466
DEFERRED FINANCING COSTS, FRANCHISE FEES AND OTHER, net,
including $16,604 and $15,010 of restricted cash as of April 4, 2003 and
January 3, 2003, respectively 40,412 39,486
----------- -----------
TOTAL ASSETS $ 868,735 $ 859,972
=========== ===========
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
APRIL 4, 2003 JANUARY 3, 2003
------------- ---------------
LIABILITIES:
Current portion of long-term debt $ 13,768 $ 13,683
Accounts payable 2,731 5,041
Accrued expenses:
Payroll and related benefits 6,092 7,199
Sales and property taxes 12,260 12,500
Insurance 2,051 1,903
Interest 17,481 6,382
Utilities, franchise fees and other 9,813 7,764
--------- ---------
Total current liabilities 64,196 54,472
Long-term debt 790,654 792,659
Other obligations 2,529 2,444
--------- ---------
Total liabilities 857,379 849,575
--------- ---------
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST OF HOLDERS OF LIMITED
PARTNER UNITS 6,652 5,901
--------- ---------
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 at
April 4, 2003, and January 3, 2003, 6,042,000 shares issued at
April 4, 2003, and January 3, 2003, and 4,789,729
shares outstanding at April 4, 2003, and January 3, 2003 60 60
Class B Common Stock, $.01 par value, 1,000,000 shares
authorized, 294,100 shares issued and outstanding 3 3
Paid-in capital 96,389 96,389
Retained deficit, net (86,093) (86,300)
Less: Treasury Stock, at cost; 1,252,271 shares at
April 4, 2003, and January 3, 2003 (5,669) (5,669)
Accumulated other comprehensive income 14 13
--------- ---------
Total stockholders' equity 4,704 4,496
--------- ---------
TOTAL LIABILITIES AND EQUITY $ 868,735 $ 859,972
========= =========
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
APRIL 4, 2003 MARCH 29, 2002
------------- --------------
REVENUES:
Rooms $ 67,403 $ 65,490
Food and beverage 29,139 29,287
Meeting room rental, related party management fee and other 13,588 12,652
------------- --------------
Total revenues 110,130 107,429
OPERATING EXPENSES:
Direct operating costs and expenses:
Rooms 16,280 16,056
Food and beverage 21,906 22,155
Other 692 709
General, administrative, sales and management expenses 36,075 33,009
Repairs and maintenance 4,453 4,355
Depreciation and amortization 12,481 12,992
------------- --------------
Total operating costs 91,887 89,276
------------- --------------
INCOME FROM OPERATIONS 18,243 18,153
OTHER INCOME (EXPENSE):
Other income 175 --
Interest expense and amortization of deferred financing fees, net of $178 and $254
of interest income for the April 4, 2003 and March 29, 2002, periods, respectively (17,433) (16,998)
------------- --------------
INCOME BEFORE MINORITY INTEREST AND PROVISION FOR
INCOME TAXES 985 1,155
Minority interest in earnings of partnership (748) (877)
------------- --------------
INCOME BEFORE PROVISION FOR INCOME TAXES 237 278
Provision for income taxes (30) (30)
------------- --------------
NET INCOME ALLOCABLE TO THE COMPANY $ 207 $ 248
============= ==============
BASIC EARNINGS PER SHARE:
Net earnings allocable to Company $ 0.04 $ 0.05
============= ==============
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING 5,083,829 5,076,279
============= ==============
DILUTED EARNINGS PER SHARE:
Net earnings allocable to Company $ 0.04 $ 0.05
============= ==============
DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING 5,151,081 5,108,791
============= ==============
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
Accumulated
Comprehensive Class A Class B Company Other
Income Minority Common Common Paid in Retained Treasury Comprehensive
(Loss) Interest Stock Stock Capital Deficit Stock Income Total
------------- -------- ------- -------- -------- -------- -------- ------------- --------
BALANCE, January 3, 2003 $ 5,901 $ 60 $ 3 $ 96,389 $(86,300) $ (5,669) $ 13 4,496
Net income allocable to
the Company $ 207 -- -- -- -- 207 -- -- 207
Minority interest in
earnings of partnership 748 -- -- -- -- -- -- --
Unrealized appreciation on
marketable securities
net of minority interest 1 3 -- -- -- -- -- 1 1
------------- -------- ------- -------- -------- -------- -------- ------------- --------
Comprehensive income $ 208
=============
BALANCE, April 4, 2003 $ 6,652 $ 60 $ 3 $ 96,389 $(86,093) $ (5,669) $ 14 $ 4,704
======== ======= ======== ======== ======== ======== ============= ========
See Notes to Condensed Consolidated Financial Statements
5
JOHN Q. HAMMONS HOTELS, INC.
AND COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(000's omitted)
THREE MONTHS ENDED
APRIL 4, 2003 MARCH 29, 2002
------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income allocable to the Company $ 207 $ 248
Adjustment to reconcile net income to cash provided
by operating activities:
Minority interest in income of partnership 748 877
Depreciation, amortization and loan cost amortization 12,954 13,510
Changes in certain assets and liabilities
Restricted cash (567) --
Receivables (1,419) (1,153)
Inventories (14) (50)
Prepaid expenses and other 2,018 854
Accounts payable (2,310) (1,735)
Accrued expenses 11,949 (4,466)
Other obligations 85 82
------------- --------------
Net cash provided by operating activities 23,651 8,167
------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment (3,056) (4,711)
Franchise fees and other (1,529) (1,489)
Sale of marketable securities 1,034 815
------------- --------------
Net cash used in investing activities (3,551) (5,385)
------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of debt (1,920) (4,560)
------------- --------------
Net cash used in financing activities (1,920) (4,560)
------------- --------------
Increase (decrease) in cash and equivalents 18,180 (1,778)
CASH AND EQUIVALENTS, beginning of period 21,774 33,180
------------- --------------
CASH AND EQUIVALENTS, end of period $ 39,954 $ 31,402
============= ==============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID FOR INTEREST $ 6,073 $ 21,366
============= ==============
See Notes to Condensed Consolidated Financial Statements
6
JOHN Q. HAMMONS HOTELS, INC. AND COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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
the Class A and Class B Common Stock offerings to John Q. Hammons Hotels, L.P.,
(or the Partnership) in exchange for approximately 28% 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 January 4, 2003, and December 29, 2001, we purchased
7,550 and 11,760 general partner units, respectively, from our general partner.
The number of general partnership units exchanged is equivalent to the number of
shares repurchased or sold, as outlined by the partnership agreement. As a
result, as of April 4, 2003, and March 29, 2002, Mr. Hammons' limited
partnership interest remained constant at 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. Interim results may not be
indicative of fiscal year performance because of seasonal and other factors. The
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 January 3,
2003 which included financial statements for the fiscal years ended January 3,
2003, December 28, 2001 and December 29, 2000.
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. Restricted
cash consists of certain funds maintained in escrow for property taxes and
certain other obligations. Marketable securities consist of available-for-sale
commercial paper and governmental agency obligations which mature or will be
available for use in operations in 2003. These securities are valued at current
market value. As of April 4, 2003, unrealized holding gains were approximately
$59,000, of which approximately $14,000 is allocable to the Company, with the
remainder allocable to the minority interest, and are included as a separate
component of shareholders' equity until realized.
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 PER SHARE
Basic earnings per share are computed by dividing net income by the weighted
average number of common shares outstanding during the year. Diluted earnings
per share are computed similar to basic except the denominator is increased to
include the number of additional common shares that would have been outstanding
if dilutive potential common shares had been issued. The following is a
reconciliation of the numerator and denominator for basic and diluted earnings
per share for the three months ended April 4, 2003 and March 29, 2002:
THREE MONTHS ENDED APRIL 4, 2003
(IN THOUSANDS, EXCEPT PER SHARE DATA)
INCOME SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
----------- ------------- ---------
Basic earnings per share $ 207 5,084 $ 0.04
=========
Effect of dilutive securities:
Options -- 67
----------- -------------
Diluted earnings per share $ 207 5,151 $ 0.04
=========== ============= =========
THREE MONTHS ENDED MARCH 29, 2003
(IN THOUSANDS, EXCEPT PER SHARE DATA)
INCOME SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
----------- ------------- ---------
Basic earnings per share $ 248 5,076 $ 0.05
=========
Effect of dilutive securities:
Options -- 33
----------- -------------
Diluted earnings per share $ 248 5,109 $ 0.05
=========== ============= =========
8
As of April 4, 2003 and March 29, 2002, the Company had 813,700 and 673,700
options, respectively, which were not included in the computation of diluted
earnings per share since the options would be antidilutive.
4. STOCK OPTIONS
We account for our stock-based compensation plans according to the intrinsic
method under APB Opinion No. 25, under which no compensation cost has been
recognized for option grants. In accordance with Statement of Financial
Accounting Standard No. 123 (SFAS No. 123), "Accounting for Stock-Based
Compensation," we are required, at a minimum, to report pro forma disclosures of
expense for stock-based awards based on their fair values. Had compensation cost
been determined consistent with SFAS No. 123, our net loss and diluted loss per
share for the quarters ended April 4, 2003, and March 29, 2002, would have been
as follows:
APRIL 4, MARCH 29,
2003 2002
-------- ---------
(IN THOUSANDS, EXCEPT
PER SHARE DATA)
Net Income
As reported $ 207 $ 248
Deduct - total stock-based employee compensation expense
determined under the fair value based method for all
awards, net of related tax effects (43) (75)
-------- ---------
Pro forma $ 164 $ 173
======== =========
Basic and Diluted Loss Per Share
As reported $ 0.04 $ 0.05
Pro forma $ 0.03 $ 0.03
The assumptions used to calculate the fair value of options granted are
evaluated and revised, as necessary, to reflect market conditions and
experience.
5. NEW ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board, or FASB, issued
Statement No. 143, "Accounting for Assets Retirement Obligations." This
statement addresses financial accounting and reporting for obligations
associated with the retirement of tangible long-lived assets and the associated
asset retirement costs. We adopted this statement in the first quarter of 2003,
with no material impact on our financial position, results of operations or cash
flows.
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
9
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. This statement also
amends other existing authoritative pronouncements to make various technical
corrections, clarify meanings, or describe their applicability under changed
conditions. We adopted this statement in the first quarter of 2003, and will
reclassify our 2002 and 2001 extraordinary items to a loss on extinguishment
caption classified in other expense.
In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This Statement requires companies
to recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
Examples of costs covered by the standard include lease termination costs and
certain employee severance costs that are associated with a restructuring,
discontinued operation, or other exit or disposal activity. We adopted this
standard in the first quarter of 2003, with no material impact on our financial
position, results of operations or cash flows.
In January 2003, the FASB issued Interpretation No. 46 (FIN 46) "Consolidation
of Variable Interest Entities." Until this interpretation, a company generally
included another entity in its consolidated financial statements only if it
controlled the entity through voting interests. FIN 46 requires a variable
interest entity to be consolidated by a company if that company is subject to a
majority of the risk of loss from the variable interest entity's activities or
entitled to receive a majority of the entity's residual returns. FIN 46 applies
immediately to variable interest entities created after January 31, 2003, and to
variable interest entities in which an enterprise obtains an interest after that
date. It applies in the first fiscal year or interim period beginning after June
15, 2003, to variable interest entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003. Management does not believe
that the adoption of this interpretation will have a material impact on our
financial position, results of operations or cash flows.
6. 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 $1.8
million, net of minority interest. These charges were recorded in the second
quarter of 2002 ($1.633 million) and the third quarter of 2002 ($0.142 million),
as these costs became known.
10
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
GENERAL. Unless the context indicates or requires otherwise, we use the terms
"the Company," "we," "us," "our" and other similar references to refer to John
Q. Hammons Hotels, Inc. and John Q. Hammons Hotels, L.P., including all of our
subsidiaries.
Our consolidated financial statements include revenues from our owned hotels and
management fee revenues for providing management services to the managed hotels
(owned or directly controlled by Mr. Hammons). References to our hotels include
both our owned hotels and our managed hotels. We derive revenues from the owned
hotels from rooms, food and beverage, meeting rooms and other revenues. Our
beverage revenues include only revenues from the sale of alcoholic beverages,
while we show revenues from the sale of non-alcoholic beverages as part of food
revenue. Direct operating costs and expenses include expenses we incur in
connection with the direct operation of rooms, food and beverage and telephones.
Our general, administrative, sales and management services expenses include
expenses incurred for franchise fees, administrative, sales and marketing,
utilities, insurance, property taxes, rent, management services and other
expenses.
Our past development activity restricts our ability to grow per share income in
the short 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
continue to occur. We announced in September of 1998 that we were ceasing new
development activity, except for the hotels then under construction.
We currently have no hotels under construction and no plans to develop new
hotels for the foreseeable future. During 2000, we entered into a five-year
management contract with John Q. Hammons whereby we will provide internal
administrative, architectural design, purchasing and legal services to Mr.
Hammons in conjunction with the development of hotels in an amount not to exceed
1.5% of the total development costs of any single hotel for the opportunity to
manage the hotel upon opening and the right to purchase the hotel in the event
it is offered for sale. These costs will be amortized over a five-year contract
period, beginning upon the opening of the hotels.
RESULTS OF OPERATIONS. The following discussion and analysis addresses results
of operations for the three month periods ended April 4, 2003 (which we refer to
as the 2003 Quarter) and March 29, 2002 (which we refer to as the 2002 Quarter).
The results of operations for the 2003 Quarter are not indicative of the results
to be expected for the full year.
Total revenues for the 2003 Quarter were $110.1 million, an increase of $2.7
million, or 2.5%, compared to the 2002 Quarter. Our room revenues increased as a
result of a partial rebound in domestic travel from the decline experienced in
the same period a year ago.
11
Rooms revenues increased $1.9 million, or 2.9%, from the 2002 Quarter, and as a
percentage of total revenues increased to 61.2% from 61.0%. The increase was
primarily due to increased domestic travel noted above. Our average room rate
increased to $101.42, a 2.3% increase compared to the 2002 Quarter average room
rate of $99.12, and our occupancy for the 2003 Quarter was 62.8% compared to
62.4% in the 2002 Quarter. In comparison, the average room rate for the hotel
industry, based on information from Smith Travel Research, was $84.72 in the
2003 Quarter, down 0.5% from the 2002 Quarter. Occupancy for the hotel industry
was 54.7% in the 2003 Quarter, down 1.1% from the 2002 Quarter. Our Revenue Per
Available Room, or RevPAR, was $63.69 in the 2003 Quarter, up 3.0% from $61.86
in the 2002 Quarter. RevPAR for the hotel industry in the 2003 Quarter was
$46.35, down 1.6% from the 2002 Quarter.
Food and beverage revenues decreased slightly, by $0.2 million, or 0.7%,
compared to the 2002 Quarter, and decreased as a percentage of total revenues to
26.4% from 27.3%. The decrease was related to decreased breakfast, lunch and
dinner sales in the restaurants, which for the most part were absorbed in the
increase in meeting and banquet functions noted below.
Meeting room rental, related party management fee and other revenues increased
$0.9 million, or 7.1%, from the 2002 Quarter and increased as a percentage of
revenues to 12.4% from 11.8%. The increase was related to increases in meeting
room rental and related set-up fees, banquet service charges and equipment
rental revenues resulting from a slight increase in the number of banquet and
meeting functions over the 2002 Quarter.
Rooms operating expenses increased slightly by $0.2 million, or 1.2%, compared
to the 2002 Quarter, but decreased as a percentage of rooms revenues to 24.2%
from 24.6% in the 2002 Quarter. The dollar increase was attributable to the
increased number of occupied rooms compared to the 2002 Quarter.
Food and beverage operating expenses decreased $0.3 million, or 1.4%, compared
to the 2002 Quarter, and decreased as a percentage of food and beverage revenues
to 75.3% from 75.8%. The decrease was attributable to lower food and beverage
volumes as well as improved food purchasing programs.
Other operating expenses remained stable at $0.7 million, compared to the 2002
Quarter, and decreased as a percentage of meeting room rental, related party
management fee and other revenues, to 5.1% from 5.5%.
General, administrative and sales expenses increased $3.1 million, or 9.4%, over
the 2002 Quarter, and increased as a percentage of total revenues to 32.8% from
30.7%. The increase was primarily attributable to a significant increase in
property insurance and worker's compensation costs, as well as smaller increases
in a number of items, including natural gas charges, incentive compensation,
franchise fees, sales salaries, credit card commissions, guest frequency
programs and promotional expenses.
Repairs and maintenance expenses increased slightly by $0.1 million, and
remained stable as a percentage of revenues, at 4.1%.
12
Depreciation and amortization expenses decreased $0.5 million, or 3.8%, compared
to the 2002 Quarter, and decreased as a percentage of revenues to 11.4% from
12.1%. The decrease is primarily attributable to our cessation of new
development.
Income from operations remained stable at $18.2 million, but decreased as a
percentage of revenues to 16.5% from 16.9% in the 2002 Quarter.
Interest expense and amortization of deferred financing fees, net of interest
income increased by $0.4 million, or 2.4%, from the 2002 Quarter, but remained
stable as a percentage of total revenues at 15.8%.
Income before minority interest and provision for income taxes was $1.0 million
in the 2003 Quarter and $1.2 million in the 2002 Quarter, as increased revenues
were offset by increases in operating costs as discussed above.
Basic and diluted earnings per share were $0.04 in the 2003 Quarter, compared to
$0.05 in the 2002 Quarter.
LIQUIDITY AND CAPITAL RESOURCES
In general, we have financed our operations through internal cash flow, loans
from financial institutions, the issuance of public and private 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 April 4, 2003, we had $40.0 million of cash and equivalents and $11.5 million
of marketable securities, compared to $21.8 million and $12.5 million,
respectively, at the end of 2002. Such amounts are available for our working
capital requirements.
Operating activities provided $23.7 million for the 2003 Quarter compared to
$8.2 million for the 2002 Quarter. This change is primarily attributable to the
effect of the change in interest payment dates for our First Mortgage Notes and
resulting accrual related to the refinancing of our long-term debt discussed
below and a decrease in our prepaid expenses, partially offset by an increase in
accounts receivable and a decrease in accounts payable.
We incurred capital expenditures of $3.1 million and $4.7 million (approximately
$1.3 million of which was related to correcting the moisture related issues
discussed below), respectively, for the 2003 Quarter and the 2002 Quarter.
Capital expenditures typically include capital improvements on existing hotel
properties.
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. 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
13
us that a portion of our claims had been denied. As of April 4, 2003, we had
incurred approximately $11.8 million of an estimated $12.3 million of costs to
correct the underlying moisture problem.
We will continue to vigorously pursue collection of these costs. Currently a
trial is set for the fall of 2003. Our total cumulative depreciation charge
through April 4, 2003, was $7.6 million, which we recorded in fiscal 2002 to
reserve the net historical costs of the hotel property assets refurbished absent
any recoveries. To the extent we realize recoveries we will record them as a
component of other income.
During the second quarter of 2002, we completed the refinancing of our long-term
debt, primarily 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 $30.1
million of short-term debt, with new $510 million 8-7/8% First Mortgage Notes
due May 2012. We expect 2003 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 2003 capital requirements for normal
recurring capital improvement projects.
At April 4, 2003, our total debt was $804.4 million compared with $806.3 million
at the end of 2002 and $808.4 million at the end of the 2002 Quarter. The
decrease is attributable to the $4.0 million reduction of existing debt since
the end of the 2002 Quarter. The current portion of long-term debt was $13.8
million, compared with $13.7 million at the end of 2002.
NEW ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board, or FASB, issued
Statement No. 143, "Accounting for Assets Retirement Obligations." This
statement addresses financial accounting and reporting for obligations
associated with the retirement of tangible long-lived assets and the associated
asset retirement costs. We adopted this statement in the first quarter of 2003,
with no material impact on our financial position, results of operations or cash
flows.
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. This
statement also amends other existing authoritative pronouncements to make
various technical corrections, clarify meanings, or describe their applicability
under changed
14
conditions. We adopted this statement in the first quarter of 2003, and will
reclassify our 2002 and 2001 extraordinary items to a loss on extinguishment
caption classified in other expense.
In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This Statement requires companies
to recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
Examples of costs covered by the standard include lease termination costs and
certain employee severance costs that are associated with a restructuring,
discontinued operation, or other exit or disposal activity. We adopted this
standard in the first quarter of 2003, with no material impact on our financial
position, results of operations or cash flows.
In January 2003, the FASB issued Interpretation No. 46 (FIN 46) "Consolidation
of Variable Interest Entities." Until this interpretation, a company generally
included another entity in its consolidated financial statements only if it
controlled the entity through voting interests. FIN 46 requires a variable
interest entity to be consolidated by a company if that company is subject to a
majority of the risk of loss from the variable interest entity's activities or
entitled to receive a majority of the entity's residual returns. FIN 46 applies
immediately to variable interest entities created after January 31, 2003, and to
variable interest entities in which an enterprise obtains an interest after that
date. It applies in the first fiscal year or interim period beginning after June
15, 2003, to variable interest entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003. Management does not believe
that the adoption of this interpretation will have a material impact on our
financial position, results of operations or cash flows.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires us to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. On an ongoing basis, we evaluate our estimates and assumptions,
including those related to bad debts, investments, valuation of long-lived
assets, net deferred tax assets, self-insurance reserves, contingencies and
litigation. We base our estimates and judgments on historical experience and
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying value of assets and liabilities that are not readily apparent from
other sources. We believe the following critical accounting policies, among
others, affect our more significant estimates and assumptions used in preparing
our consolidated financial statements. Actual results could differ from our
estimates and assumptions.
Trade receivables are reflected net of an estimated allowance for doubtful
accounts. This estimate is based primarily on historical experience and
assumptions with respect to future payment trends.
15
Property and equipment are stated at cost less accumulated depreciation. The
assessment of long-lived assets for possible impairment requires us to make
certain judgments, including real estate values and estimated future cash flow
from the respective properties and investments. We review the recoverability of
our long-lived assets when events or circumstances indicate that the carrying
amount of an asset may not be recoverable.
Our deferred financing costs, franchise fees and other assets include management
and franchise contracts and leases. The value of our management and franchise
contracts and leases are amortized on a straight-line method over the life of
the respective agreement. The assessment of management and franchise contracts
and leases requires us to make certain judgments, including estimated future
cash flow from the respective properties.
We are self-insured for various levels of general liability, workers'
compensation and employee medical coverages. Estimated costs related to these
self insurance programs are accrued based on known claims and projected
settlements of unasserted claims. Subsequent changes in, among others,
unasserted claims, claim cost, claim frequency, as well as changes in actual
experience, could cause these estimates to change.
We recognize revenues from our rooms, catering and restaurant facilities as
earned on the close of business each day.
FORWARD-LOOKING STATEMENTS
This Form 10-Q contains "forward-looking statements" within the meaning of
Section 21E of the Securities Exchange Act of 1934, regarding, among other
things, our operations outlook, 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 are not guarantees of future performance, and
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, including the duration and severity
of the current economic slowdown and the pace at which the lodging
industry adjusts to the continuing war on terrorism;
o The impact of Severe Acute Respiratory Syndrome (SARS) or any
other serious communicable diseases on travel, particularly if
cases significantly increase or spread beyond the currently
affected areas;
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;
16
o Requirements of franchise agreements, including the right of some
franchisors to immediately terminate their respective agreements
if we breach certain provisions; and
o Costs of complying with applicable state and federal regulations.
These risks and uncertainties, as well as the risk factors discussed in our Form
10-K, should be considered in evaluating any forward looking statements
contained in this Form 10-Q. 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 April 4, 2003.
Fair
EXPECTED MATURITY DATE There- Value
(in millions) 2003(d) 2004 2005 2006 2007 After Total (e)
Long-Term Debt(a)
$510 Million 1st Mortgage Notes $ -- $ -- $ -- $ -- $ -- $ 499 $ 499 $ 521
Average interest rate(b) 8.9% 8.9% 8.9% 8.9% 8.9% 8.9% 8.9%
Other fixed-rate debt obligations $ 13 $ 7 $ 7 $ 28 $ 43 $ 170 $ 268 $ 266
Average interest rate(b) 8.7% 8.2% 8.2% 7.8% 8.4% 8.7% 8.5%
Other variable-rate debt
obligations $ 1 $ 1 $ 1 $ 10 $ -- $ 24 $ 37 $ 37
Average interest rate(c) 4.8% 4.8% 4.8% 4.8% 4.8% 4.8% 4.8%
(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 April 4, 2003, that is maturing in the
year reported. The weighted average interest rate excludes the effect
of the amortization of deferred financing costs.
(d) The 2003 balances include actual and projected principal repayments and
weighted average interest rates.
(e) The fair values of long-term debt obligations approximate their
respective historical carrying amounts, except with respect to the $510
million First Mortgage Notes. The fair value of the First Mortgage
Notes is estimated by obtaining quotes from brokers. A one percentage
point change in the quote received for the $510 million First Mortgage
Notes would have an effect of approximately $5 million on the fair
market value, while a one percentage point change in the 8-7/8% used to
calculate the fair value of our other fixed rate debt would change its
fair value by approximately $13 million.
17
Item 4. Controls and Procedures.
Evaluation of disclosure controls and procedures. Our chief executive
officer and chief financial officer have evaluated the effectiveness of our
"disclosure controls and procedures" (as defined in Rules 13a-14(d) and
15d-14(d) under the Securities Exchange Act of 1934) as of May 9, 2003. 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 our chief executive officer and chief
financial officer, 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
99.1 Certification Statement of Chief Executive Officer and
Chief Financial Officer
(b) Reports on Form 8-K
18
No reports on Form 8-K have been filed during the quarter for
which this report is filed.
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: May 16, 2003
19
CERTIFICATIONS
I, John Q. Hammons, certify that:
1. I have reviewed this quarterly report on Form 10-Q of John Q. Hammons Hotels,
Inc.;
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: May 16, 2003
/s/ John Q. Hammons
----------------------------------------------
John Q. Hammons, Chief Executive Officer
20
I, Paul E. Muellner, certify that:
1. I have reviewed this quarterly report on Form 10-Q of John Q. Hammons Hotels,
Inc.;
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: May 16, 2003
/s/ Paul E. Muellner
------------------------------------------
Paul E. Muellner, Chief Financial Officer
21
EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
99.1 Certification Statement of Chief Executive Officer and Chief Financial Officer
22