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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 October 1, 2004
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 III
(Exact name of registrant as specified in its charter)
DELAWARE 43-1523951
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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes[ ] No [X]
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
JOHN Q. HAMMONS HOTELS, L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
(000's omitted)
ASSETS
OCTOBER 1, 2004 JANUARY 2, 2004
--------------- ---------------
(unaudited)
CURRENT ASSETS:
Cash and equivalents $ 50,783 $ 23,790
Restricted cash 1,391 1,268
Marketable securities 25,497 15,711
Receivables:
Trade, less allowance for doubtful accounts of $231 12,959 7,214
Other 344 251
Management fees - related party 350 223
Inventories 1,110 1,067
Prepaid expenses and other 493 4,498
------------- -------------
Total current assets 92,927 54,022
------------- -------------
PROPERTY AND EQUIPMENT, at cost:
Land and improvements 63,021 62,779
Buildings and improvements 728,278 742,807
Furniture, fixture and equipment 338,768 338,833
Construction in progress 5,421 75
------------- -------------
1,135,488 1,144,494
Less-accumulated depreciation and amortization (441,837) (418,509)
------------- -------------
693,651 725,985
DEFERRED FINANCING COSTS, FRANCHISE FEES AND OTHER, net,
including $23,875 and $20,453 of restricted cash as of
October 1, 2004 and January 2, 2004, respectively 44,212 42,176
------------- -------------
TOTAL ASSETS $ 830,790 $ 822,183
============= =============
See Notes to Condensed Consolidated Financial Statements
2
JOHN Q. HAMMONS HOTELS, L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
(000's omitted)
LIABILITIES AND EQUITY (DEFICIT)
OCTOBER 1, 2004 JANUARY 2, 2004
--------------- ---------------
(unaudited)
LIABILITIES:
Current portion of long-term debt $ 8,412 $ 7,423
Accounts payable 3,893 5,028
Accrued expenses:
Payroll and related benefits 9,297 7,776
Sales and property taxes 15,218 12,077
Insurance 2,935 2,646
Interest 17,094 6,218
Utilities, franchise fees and other 10,424 7,298
Accrued distribution 3,480 -
------------- -------------
Total current liabilities 70,753 48,466
Long-term debt 758,736 773,649
Other obligations 3,168 2,529
------------- -------------
Total liabilities 832,657 824,644
COMMITMENTS AND CONTINGENCIES
EQUITY (DEFICIT):
Contributed capital 96,609 96,458
Partners' and other deficits, net (98,481) (98,942)
Accumulated other comprehensive income 5 23
------------- -------------
Total equity (deficit) (1,867) (2,461)
------------- -------------
TOTAL LIABILITIES AND EQUITY (DEFICIT) $ 830,790 $ 822,183
============= =============
See Notes to Condensed Consolidated Financial Statements
3
JOHN Q. HAMMONS HOTELS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(000's omitted)
THREE MONTHS ENDED NINE MONTHS ENDED
OCTOBER 1, 2004 OCTOBER 3, 2003 OCTOBER 1, 2004 OCTOBER 3, 2003
--------------- --------------- --------------- ---------------
REVENUES:
Rooms $ 72,267 $ 69,975 $ 212,320 $ 204,616
Food and beverage 25,614 25,760 84,072 81,374
Meeting room rental, related party
management fee and other 12,524 11,983 39,789 37,653
------------- ------------- ------------- -------------
Total revenues 110,405 107,718 336,181 323,643
OPERATING EXPENSES:
Direct operating costs and expenses:
Rooms 18,610 17,161 53,002 49,988
Food and beverage 20,434 19,836 64,737 62,903
Other 577 693 1,757 2,065
General, administrative, sales and
management service expenses 34,225 34,261 107,085 102,960
Repairs and maintenance 4,564 4,512 14,060 13,388
Asset impairment - - 3,197 -
Depreciation and amortization 13,402 12,658 37,094 37,407
------------- ------------- ------------- -------------
Total operating expenses 91,812 89,121 280,932 268,711
------------- ------------- ------------- -------------
INCOME FROM OPERATIONS 18,593 18,597 55,249 54,932
OTHER INCOME (EXPENSE):
Other income 193 - 193 175
Interest income 171 143 448 477
Interest expense and amortization of
deferred financing fees (17,090) (17,411) (51,225) (52,617)
Extinguishment of debt costs - (318) - (318)
------------- ------------- ------------- -------------
INCOME FROM CONTINUING OPERATIONS 1,867 1,011 4,665 2,649
Discontinued operations (171) (210) (1,131) (285)
------------- ------------- ------------- -------------
NET INCOME $ 1,696 $ 801 $ 3,534 $ 2,364
============= ============= ============= =============
See Notes to Condensed Consolidated Financial Statements
4
JOHN Q. HAMMONS HOTELS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)
(000's omitted)
CONTRIBUTED PARTNERS' AND OTHER
CAPITAL EQUITY (DEFICIT) Accumulated
-------------------- --------------------- Other
Comprehensive General Limited General Limited Comprehensive
Income (Loss) Partner Partners Partner Partners Income (Loss) Total
------------- ------- -------- ------- -------- -------------- ---------
BALANCE, January 2, 2004 $ 96,458 $ - $ (98,942) $ - 23 $ (2,461)
Distributions - - (144) (3,480) - (3,624)
Reallocation of distributions from
limited partners to the general
partner - - (3,480) 3,480 - -
Issuance of general partner' s
Treasury Stock 151 - 551 - - 702
Net income $ 3,534 - - 3,534 - - 3,534
Unrealizable depreciation on
marketable securities (18) - - - - (18) (18)
----------
Comprehensive income $ 3,516
========== -------- -------- --------- -------- --------- ---------
BALANCE, October 1, 2004 $ 96,609 $ - $ (98,481) $ - $ 5 $ (1,867)
======== ======== ========= ======== ========= ========
(unaudited)
See Notes to Condensed Consolidated Financial Statements
5
JOHN Q. HAMMONS HOTELS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(000's omitted)
NINE MONTHS ENDED
OCTOBER 1, 2004 OCTOBER 3, 2003
--------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 3,534 $ 2,364
Adjustment to reconcile net income to cash provided
by operating activities:
Depreciation, amortization and loan cost amortization 38,902 39,285
Extinguishment of debt costs - 318
Asset impairment 4,619 -
Non-cash director compensation 50 50
Changes in certain assets and liabilities
Restricted cash (123) (319)
Receivables (6,034) (2,513)
Inventories (51) 42
Prepaid expenses and other 4,005 5,501
Accounts payable (1,135) (1,126)
Accrued expenses 18,953 16,769
Other obligations 639 335
------------- -------------
Net cash provided by operating activities 63,359 60,706
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment (17,184) (9,694)
Proceeds from sale of property and equipment 8,048 -
Franchise fees, long-term restricted cash and other (4,010) (4,154)
Purchase of marketable securities (9,804) (2,277)
------------- -------------
Net cash used in investing activities (22,950) (16,125)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of general partners Treasury Stock 652 43
Repayments of debt (13,924) (17,169)
Debt redemption costs - (52)
Distributions to partners (144) (120)
------------- -------------
Net cash used in financing activities (13,416) (17,298)
------------- -------------
Increase in cash and equivalents 26,993 27,283
CASH AND EQUIVALENTS, beginning of period 23,790 21,774
------------- -------------
CASH AND EQUIVALENTS, end of period $ 50,783 $ 49,057
============= =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID FOR INTEREST $ 38,977 $ 40,318
============= =============
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
UNREALIZED DEPRECIATION OF MARKETABLE SECURITIES $ (18) $ (9)
============= =============
ACCRUED DISTRIBUTION $ 3,480 $ -
============= =============
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 consolidated financial statements include the accounts of John
Q. Hammons Hotels, L.P. and its wholly owned subsidiaries, consisting of John Q.
Hammons Hotels Finance Corporation III, a corporation 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 be in control of 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. Interim results may not be
indicative of fiscal year performance because of seasonal and other factors.
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
January 2, 2004, which included financial statements for the fiscal years ended
January 2, 2004, January 3, 2003 and December 28, 2001.
7
The information contained herein reflects all normal and recurring adjustments
which, in the opinion of management, are necessary for a fair presentation of
the results of operations and financial position for the interim periods.
We consider all operating cash accounts and money market investments with an
original maturity of three months or less to be cash equivalents. Restricted
cash is escrowed for insurance, taxes, capital expenditures and certain other
obligations, in accordance with specific loan covenants and franchise
agreements. Marketable securities consist of available-for-sale commercial paper
and governmental agency obligations which mature or will be available for use in
operations in 2004. These securities are valued at current market value. As of
October 1, 2004, unrealized holding gains were approximately $5,000, and are
included as a separate component of equity (deficit) until realized.
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%. As of October 1, 2004, we have
redeemed approximately 1.25 million partnership units, net of shares issued. The
number of net partnership units redeemed is equivalent to the net number of
shares redeemed by John Q. Hammons Hotels, Inc., as outlined by our Partnership
Agreement. As a result, as of October 1, 2004, and October 3, 2003, Mr. Hammons'
limited partnership interest was approximately 76%, while our general partner's
interest was approximately 24%.
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 October 1, 2004, we
had accrued tax distributions of approximately $3.5 million and no distributions
were accrued as of October 3, 2003. Adjustments to accrued distributions will be
recorded in the period in which facts and circumstances which give rise to the
adjustments become known.
We distribute amounts to our general partner for state franchise taxes. We
distributed $144,000 as of October 1, 2004.
4. NEW ACCOUNTING PRONOUNCEMENTS
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. In December
2003, the FASB issued FIN 46R, "Consolidation of Variable Interest Entities, an
Interpretation of ARB 51 (as revised
8
December 2003)." The primary objectives of FIN 46R are to provide guidance on
the identification of entities for which control is achieved through means other
than through voting rights (Variable Interest Entities) and how to determine
when and which business enterprise should consolidate the Variable Interest
Entity (the Primary Beneficiary). We do not have any variable interest entities
and therefore, FIN 46R did not impact our financial position, results of
operations or cash flows.
5. ASSET CARRYING VALUE
We review the carrying value of our long-lived assets when events and
circumstances occur which indicate that the carrying value of an asset may not
be recoverable. In 2004, we completed a comprehensive review of our investment
strategy and of our existing hotel portfolio to identify those properties which
we believe either are non-core or no longer complement our business. As a result
of our decision to undertake the sale of these non-strategic hotels, we recorded
impairment charges of $4.6 million during the second quarter of 2004, including
$1.4 million related to the Holiday Inn Bakersfield, California, which we
reclassified as discontinued operations upon the sale of the hotel in the third
quarter. There can be no assurance, however, that we will be able to complete
dispositions on commercially reasonable terms or at all. As we identify other
non-strategic hotels in the future, we may recognize additional impairment
charges.
6. DISCONTINUED OPERATIONS
Included in discontinued operations are the results of operations of the Holiday
Inn Bakersfield, California sold in August, 2004. Condensed financial
information for this hotel included in discontinued operations is as follows:
Three Months Ended Nine Months Ended
(in thousands) (in thousands)
Oct. 1 , 2004 Oct. 3, 2003 Oct. 1 , 2004 Oct. 3, 2003
------------- ------------ ------------- ------------
Revenues $ 630 $ 1,133 $ 4,380 $ 4,002
Direct operating expenses 393 544 1,938 1,885
General, administrative, sales and
management service expenses 305 557 1,592 1,680
Repairs and maintenance 50 83 227 245
Asset impairment - - 1,383 -
Depreciation and amortization 53 159 371 477
------------- ------------- ------------- -------------
Total operating expenses 801 1,343 5,511 4,287
------------- ------------- ------------- -------------
Loss from discontinued operations $ (171) $ (210} $ (1,131) $ (285)
============= ============= ============= =============
We sold our Holiday Inn Bakersfield, California on August 20, 2004 for net
proceeds of approximately $8.0 million.
7. STATUS OF PENDING HOTEL SALES
9
On July 2, 2004, our board of directors approved a letter of intent to enter
into a contract for the sale of our Holiday Inn, Tucson, Arizona. Subsequently,
the prospective buyer of this property withdrew the letter of intent.
On July 23, 2004, we executed a contract for the sale of the Holiday Inn Bay
Bridge, Emeryville, California. The buyer is in the process of completing due
diligence.
On August 20, 2004, we sold our Holiday Inn Bakersfield, California, as
discussed above. In the second quarter of 2004, we recorded an asset impairment
on this property of approximately $1.4 million. Upon the sale, we reclassified
this amount to discontinued operations.
8. SUBSEQUENT EVENTS
On September 30, 2004, we executed a contract for the sale of the Holiday Inn
Denver Northglenn, Northglenn, Colorado, and the buyer is currently in process
of completing due diligence. We recorded an asset impairment of approximately
$3.2 million during the second quarter of 2004 on this property, to reflect the
difference between the net book value, less selling costs and the estimated
selling price.
On October 27, 2004, our board of directors approved a letter of intent to enter
into a contract for the sale of the Holiday Inn, Beaumont, Texas.
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 our general partner,
John Q. Hammons Hotels, Inc., and to John Q. Hammons Hotels, L.P. and John Q.
Hammons Hotels Finance Corporation III, 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.
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
10
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
cost of any single hotel for the opportunity to manage the hotel upon opening
and the right of first refusal to purchase the hotel in the event it is offered
for sale. These costs are amortized over a five-year contract period, beginning
upon the opening of the hotels.
Although we are not developing new hotels, Mr. Hammons has personally completed
several projects, including new hotels in Tulsa and Oklahoma City, Oklahoma;
Rogers and Hot Springs, Arkansas; Junction City, Kansas and North Charleston,
South Carolina; all of which we currently manage under the management agreement
described above. Mr. Hammons also has numerous other projects in various stages
of development, which we intend to manage upon completion, including properties
in St. Charles and Springfield, Missouri; Frisco, Texas; Albuquerque, New
Mexico; and Hampton, Virginia.
Barcelo Crestline Corporation has submitted a proposal to acquire all the
shares of Class A Common Stock of our general partner for $13.00 in cash per
Class A share. Its board of directors established a special committee comprised
of independent directors to evaluate, review and negotiate the Barcelo Crestline
proposal and to make a recommendation to its board of directors. The special
committee has retained Lehman Brothers to act as its financial advisor and the
law firm of Katten Muchin Zavis Rosenman to represent it and assist it in its
review. At the request of the special committee, Lehman Brothers has commenced a
review of the proposal.
As previously announced, a complaint has been filed in the Court of Chancery of
the State of Delaware against our general partner and the members of its board
of directors. The complaint alleges, among other things, that the consideration
offered by Barcelo Crestline is inadequate and that the members of the board of
directors had breached their fiduciary duties in connection with the proposed
transaction discussed above. A second suit was filed on October 20, 2004, in the
Court of Chancery of the State of Delaware. Our general partner also has
received a stockholder demand to review its books and records, and the special
committee has received a request from a group of stockholders to meet with the
special committee to discuss the group's views as to the inadequacy of the
Barcelo Crestline proposal. The special committee also has been contacted by
another party that the committee is advised has had discussions with Mr. Hammons
about a possible transaction and who has expressed interest in continuing to
explore a transaction with Mr. Hammons.
The special committee also has received a letter from Barcelo Crestline
reaffirming its proposal and seeking the committee's approval of a proposed
agreement between it and Mr. Hammons. In the letter, Barcelo Crestline states
that a previously announced agreement between Barcelo Crestline and Mr. Hammons
has been terminated. By separate letter, Mr. Hammons has advised the committee
he is interested in entering into the proposed agreement with Barcelo Crestline
upon approval of the agreement by our general partner's board of directors. The
11
committee is at a very preliminary stage in its deliberations and does not
expect to act upon Barcelo Crestline's request until it has further analyzed
such request with its advisors.
RESULTS OF OPERATIONS - THREE-MONTH PERIOD
The following discussion and analysis addresses results of our continuing
operations for the three-month periods ended October 1, 2004 (which we refer to
as the 2004 Quarter) and October 3, 2003 (which we refer to as the 2003
Quarter). The results of our continuing operations for the three-month and
nine-month periods ended October 1, 2004 are not indicative of the results to be
expected for the full year.
Total revenues from continuing operations for the 2004 Quarter were $110.4
million, an increase of 2.5%, compared to the 2003 Quarter, reflecting a
continued improvement in the general economy. We experienced increases in the
corporate transient, corporate group and government market segments of our
business, as a result of the improved economy. Our business reflected a shift
from the association market segment in the 2003 Quarter to the corporate group
market segment in the 2004 Quarter.
Rooms revenues from continuing operations increased 3.3% from the 2003 Quarter,
and increased as a percentage of total revenues to 65.5% from 65.0%. The
increase primarily related to the increase in corporate transient, corporate
group and government market segments of our business noted above. Our average
room rate increased to $102.49, or 2.6%, compared to the 2003 Quarter average
room rate of $99.88, and our occupancy for the 2004 Quarter increased 0.6% to
68.1% from the 2003 Quarter. In comparison, the average room rate for the hotel
industry, based on information from Smith Travel Research, was $86.32 in the
2004 Quarter, up 3.6% from the 2003 Quarter. Occupancy for the hotel industry
was 67.1% in the 2004 Quarter, up 2.6% from the 2003 Quarter. Our Revenue Per
Available Room, or RevPAR, was $69.84 in the 2004 Quarter, up 3.3% from the 2003
Quarter, while RevPAR for the hotel industry in the 2004 Quarter was $57.96, up
6.4% from the 2003 Quarter.
Food and beverage revenues from continuing operations decreased slightly, by
0.8%, compared to the 2003 Quarter, and decreased as a percentage of total
revenues, to 23.2% from 24.0% in the 2003 Quarter. The decrease reflects the
shift in our business to the corporate group market segment in the 2004 Quarter,
from the association market segment in the 2003 Quarter, noted above.
Meeting room rental, related party management fee and other revenues from
continuing operations increased 4.2%, from the 2003 Quarter, and increased
slightly as a percentage of revenues, to 11.3% from 11.1%. The increase was
primarily attributable to the increased business from the corporate market
segment in the 2004 Quarter noted above.
Rooms operating expenses from continuing operations increased 8.1%, compared to
the 2003 Quarter, and increased as a percentage of rooms revenues to 25.7% from
24.6%. The increase reflects costs associated with the increased number of
occupied rooms as well as unfavorable workers' compensation loss experience from
employees in this classification,
12
compared to the 2003 Quarter. Although we closely monitor the prevention of
employee injuries in our properties, our workers compensation loss experience,
by its nature, tends to fluctuate from period to period.
Food and beverage operating expenses from continuing operations increased 3.0%
from the 2003 Quarter, and increased as a percentage of food and beverage
revenues, to 79.7% from 76.7%. The increase was primarily attributable to higher
labor costs.
Other operating expenses from continuing operations decreased slightly compared
to the 2003 Quarter, and decreased as a percentage of meeting room rental,
related party management fee and other revenues to 4.8% from 5.8%.
General, administrative, sales and management service expenses from continuing
operations decreased slightly, by 0.3%, from the 2003 Quarter, and decreased as
a percentage of total revenues to 31.0% from 31.8%. The decrease was primarily
attributable to favorable workers' compensation loss experience from employees
in this classification and reduced legal fees, partially offset by increases in
credit card commissions, compared to the 2003 Quarter.
Repairs and maintenance expenses from continuing operations increased slightly,
but remained stable as a percentage of revenues from the 2003 Quarter, at 4.2%.
Depreciation and amortization expenses from continuing operations increased 5.5%
from the 2003 Quarter, and increased as a percentage of revenues to 12.1% from
11.8%. The increase related to the disposal of certain property and equipment as
we refurbished assets at one of our properties.
Income from operations remained relatively stable compared to the 2003 Quarter,
but decreased as a percentage of revenues to 16.8% from 17.3%.
Income from continuing operations increased 90.0% from the 2003 Quarter,
primarily as the result of $0.2 million of legal settlements in the litigation
concerning moisture-related problems discussed below, and the absence of
extinguishment of debt costs, which were $0.3 million in the 2003 Quarter, and
reduced interest expense as we reduced our debt.
Net income increased from the 2003 Quarter because of the items noted above.
RESULTS OF OPERATIONS - NINE-MONTH PERIOD
The following discussion addresses results of our continuing operations for the
nine-month periods ended October 1, 2004 (which we refer to as the 2004 Nine
Months), and October 3, 2003 (which we refer to as the 2003 Nine Months).
Total revenues from continuing operations increased by 3.9% from the 2003 Nine
Months due to increases in the market segments noted above and the overall
improvement in the general economy.
13
Rooms revenues from continuing operations increased 3.8% from the 2003 Nine
Months, primarily in the corporate transient, corporate group and government
market segments of our business. Rooms revenues as a percentage of total
revenues decreased slightly, to 63.1% from 63.2% in the 2003 Nine Months. Our
average room rate for the 2004 Nine Months increased to $102.27, or 1.7%, from
the 2003 Nine Months. While our occupancy increased 2.0% to 66.9% for the 2004
Nine Months, occupancy for the hotel industry was 62.7%, up 3.6% from the 2003
Nine Months. Our revenue per available room (RevPAR) was $68.40 in the 2004 Nine
Months, up 3.8% from the 2003 Nine Months, while RevPAR for the hotel industry
was $54.20, up 7.5%.
Food and beverage revenues from continuing operations increased 3.3% from the
2003 Nine Months, but decreased slightly as a percentage of total revenues to
25.0% from 25.2% in the 2003 Nine Months. The increase was primarily related to
increased banquet sales during the first six months of 2004.
Meeting room rental, related party management fee and other revenues from
continuing operations increased 5.6% from the 2003 Nine Months, and increased
slightly as a percentage of total revenues, to 11.8% from 11.7%. The increase
related to guest room internet revenue and related party management fees,
partially offset by decreased telephone revenue.
Rooms operating expenses from continuing operations increased by 6.0% from the
2003 Nine Months, and increased as a percentage of rooms revenue, to 25.0% from
24.4%. The dollar increase was attributable to increased labor and other costs
directly related to the increase in occupied rooms in the 2004 Nine Months.
Food and beverage operating expenses from continuing operations increased by
2.9% from the 2003 Nine Months, but decreased as a percentage of food and
beverages revenues, to 76.9% from 77.3% in the 2003 Nine Months. The dollar
increase related to increased costs for the additional food and beverage
revenues.
Other operating expenses from continuing operations decreased by 14.3% from the
2003 Nine Months, and decreased as a percentage of meeting room rental, related
party management fee and other income, to 4.5% from 5.6% in the 2003 Nine
Months. The decrease was attributable to lower telephone costs compared to the
2003 Nine Months. Telephone costs, as well as telephone revenues, continue to
decline as more guests utilize cellular telephones and internet services.
General, administrative and sales expenses from continuing operations increased
by 4.0% from the 2003 Nine Months, but remained relatively stable as a
percentage of total revenues, at 31.9% for the 2004 Nine Months compared to
31.8% for the 2003 Nine Months. The dollar increase was primarily attributable
to increased guest frequency program costs, which ordinarily trend with
occupancy, as well as unfavorable workers compensation loss experience for
employees in this classification, and the other factors described above for the
2004 Quarter.
14
Repairs and maintenance expenses from continuing operations increased by 5.2%
compared to the 2003 Nine Months, but remained relatively stable as a percentage
of revenues, at 4.2% for the 2004 Nine Months, compared to 4.1% for the 2003
Nine Months.
Asset impairment from continuing operations of $3.2 million in the 2004 Nine
Months is attributable to our decision to sell certain non-strategic hotels and
reflects the difference between the net book value, less selling costs, and the
current estimated fair market value of these hotels, and less $1.4 million
reclassified as loss from continuing operations upon the sale of our Holiday
Inn, Bakersfield, California in August 2004.
Depreciation and amortization expenses from continuing operations decreased
slightly, by 0.8% from the 2003 Nine Months, and decreased as a percentage of
total revenues to 11.0% from 11.6% in the 2003 Nine Months. The decrease was
related to the effects of our cessation of new hotel development, partially
offset by the disposal of certain property and equipment as we refurbished
assets at one of our properties.
Income from operations increased 0.5% compared to the 2003 Nine Months, but
decreased as a percentage of revenue, to 16.4% from 17.0%. The dollar increase
was primarily the result of increased revenues, discussed above.
Income from continuing operations increased 80.8% from the 2003 Nine Months,
primarily as a result of increased revenues and decreased interest and debt
extinguishment costs, compared to the 2003 Nine Months.
Net income increased to $3.5 million in the 2004 Nine Months compared to $2.4
million in the 2003 Nine Months, because of the items discussed above and the
reduction of interest expense compared to the 2003 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 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 October 1, 2004, we had $50.8 million of cash and equivalents and $25.5
million of marketable securities, compared to $23.8 million and $15.7 million,
respectively, at the end of fiscal 2003. Such amounts are available for our
working capital requirements, capital expenditures and debt service. At October
1, 2004, and January 2, 2004, we had restricted cash reserves of $25.3 million
and $21.7 million, respectively. This restricted cash is escrowed for insurance,
taxes, capital expenditures and certain other obligations, in accordance with
specific loan covenants and franchise agreements.
15
Cash from operating activities increased to $63.4 million for the 2004 Nine
Months, from $60.7 million for the 2003 Nine Months, primarily attributable to
the increased net income and the non-cash charge for asset impairment, partially
offset by changes in other assets and liabilities.
During the 2004 Quarter, we accrued $3.5 million to our limited partners for
income taxes. We also distributed $0.1 million in the 2004 Nine Months to our
general partner for state franchise taxes. Distributions must be made in
accordance with the provisions of the Indenture and our Partnership Agreement.
We incurred capital expenditures of $17.2 million in the 2004 Nine Months,
compared to $9.7 million in 2003 Nine Months. 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, for 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 us that a portion of
our claims had been denied. As of October 1, 2004, we had incurred approximately
$11.8 million of an estimated $12.3 million of costs to correct the underlying
moisture problem. During the 2003 Quarter, summary judgment was granted to our
insurance carrier in one action, and the appellate court rejected our appeal of
this ruling during the 2004 Quarter. Summary judgment was also granted to one of
our window manufacturers. However, on another action we received a $0.2 million
settlement during the 2004 Quarter. We plan to continue to vigorously pursue
collection of these costs, although there can be no assurance that we will be
successful. Our total cumulative depreciation charge through October 1, 2004,
was $7.6 million, which we recorded in fiscal 2001 to reserve the net historical
costs of the hotel property assets refurbished absent any recoveries. To the
extent we realize recoveries in addition to the $0.2 million, we will record
them as a component of other income.
At October 1, 2004, our total debt was $767.1 million compared with $781.1
million at the end of 2003. The decrease is attributable to reduction of long
term debt from scheduled principal payments and from the proceeds from the sale
of the Holiday Inn Bakersfield, California. The current portion of long-term
debt was $8.4 million at the end of the 2004 Nine Months compared with $7.4
million at the end of 2003.
We estimate 2004 capital requirements to be $30.8 million (including
approximately $5.7 million related to planned hotel franchise conversions of
some of our properties), and 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 2004 capital requirements for normal recurring capital
improvement projects.
SUBSEQUENT EVENTS
16
On September 30, 2004, we executed a contract for the sale of the Holiday Inn
Denver Northglenn, Northglenn, Colorado, and the buyer is currently in process
of completing due diligence. We recorded an asset impairment of approximately
$3.2 million during the second quarter of 2004 on this property, to reflect the
difference between the net book value, less selling costs and the estimated
selling price.
On October 27, 2004, our board of directors approved a letter of intent to enter
into a contract for the sale of the Holiday Inn, Beaumont, Texas.
NEW ACCOUNTING PRONOUNCEMENT
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. In December
2003, the FASB issued FIN 46R, "Consolidation of Variable Interest Entities, an
Interpretation of ARB 51 (as revised December 2003)." The primary objectives of
FIN 46R are to provide guidance on the identification of entities for which
control is achieved through means other than through voting rights (Variable
Interest Entities) and how to determine when and which business enterprise
should consolidate the Variable Interest Entity (the Primary Beneficiary). We do
not have any variable interest entities and therefore, FIN 46R did not impact
our financial position, results of operation 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, 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.
17
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.
Property and equipment are stated at cost less accumulated depreciation. We
periodically review the carrying value of property and equipment and other
long-lived assets for indications that the carrying value of such assets may not
be recoverable. This review consists of a comparison of the carrying value of
the assets with the expected future undiscounted cash flows. If the respective
carrying values exceed the expected future undiscounted cash flows, the
impairment is measured using fair value measures to the extent available or
discounted cash flows.
We consider each individual hotel to be an identifiable component of our
business. In accordance with SFAS 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," we do not consider a hotel as "held for sale"
until it is probable that the sale will be completed within one year. Once a
hotel is "held for sale" the operations related to the hotel will be included in
discontinued operations. We consider a hotel as "held for sale" once the
potential transaction has been approved by our board of directors (i.e., Letter
of Intent is approved), a contract for sale has been executed, the buyer has
completed its due diligence review of the asset, and we have received a
substantial non-refundable deposit. Until a buyer has completed its due
diligence review of the asset, necessary approvals have been received and
substantive conditions to the buyer's obligation to perform have been satisfied,
we do not consider a sale to be probable.
We do not depreciate hotel assets while they are classified as "held for sale."
Upon designation of a hotel as being "held for sale," and quarterly thereafter,
we review the carrying value of the hotel and, as appropriate, adjust its
carrying value to the lesser of depreciated cost or fair value less cost to
sell, in accordance with SFAS 144. Any such adjustment in the carrying value of
a hotel classified as "held for sale" will be reflected in discontinued
operations. We will include in discontinued operations the operating results of
hotels classified as "held for sale" or that have been sold.
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.
18
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," 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, including the speed and strength of the
economic recovery;
- The impact of any serious communicable diseases on travel;
- Competition;
- Changes in operating costs, particularly energy and labor costs;
- Unexpected events, such as the September 11, 2001 terrorist attack;
- 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; and
- Costs of complying with applicable state and federal regulations.
These risks are uncertainties and, along with the risk factors discussed in our
Annual Report on 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 review publicly any forwarding-looking statement, 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 table sets forth, as of October 1, 2004 and October 3, 2003,
unaudited selected financial information with respect to the hotels
collateralizing our $510 million of 8-7/8% First Mortgage Notes, and about us,
excluding our Unrestricted Subsidiaries (as defined in the indenture governing
the notes), which we refer to as 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.
19
TRAILING 12 MONTHS ENDED OCTOBER 1, 2004
2002 Management Total
Collateral Operations Restricted
Hotels (30) Groups Group
----------- ---------- ----------
Statement of operations data:
Operating revenues $ 268,116 $ 10,878 (a) $ 278,994
Operating expenses:
Direct operating costs and
expenses 98,849 - 98,849
General, administrative, sales
and management expenses (b) 89,306 (318) (c) 88,988
Repairs and maintenance 11,668 - 11,668
Asset impairment 3,197 (d) - 3,197
Depreciation and amortization 29,765 907 30,672
--------- -------- ---------
Total operating expenses 232,785 589 233,374
--------- -------- ---------
Income from operations $ 35,331 $ 10,289 $ 45,620
========= ======== =========
Operating data:
Occupancy 63.8%
Average daily room rate $ 97.11
RevPAR $ 61.96
(a) Represents management revenues derived from the 17 non-collateral hotels
and the 14 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 the collateral
hotels reflect a credit for the management revenues associated with the
management expenses included in general, administrative, sales and
management expenses for the collateral hotels.
(d) Represents difference between net book value, less selling costs, for the
Holiday Inn Denver Northglenn, Colorado and its estimated selling price.
TRAILING 12 MONTHS ENDED OCTOBER 3, 2003
2002 Management Total
Collateral Operations Restricted
Hotels (30) Groups Group
----------- ---------- ----------
Statement of operations data:
Operating revenues $ 265,715 $ 10,047 (a) $ 275,762
Operating expenses:
Direct operating costs and
expenses 97,316 - 97,316
General, administrative, sales
and management expenses (b) 87,443 (233) (c) 87,210
Repairs and maintenance 11,224 - 11,224
Depreciation and amortization 30,427 574 31,001
--------- -------- ---------
Total operating expenses 226,410 341 226,751
--------- -------- ---------
Income from operations $ 39,305 $ 9,706 $ 49,011
========= ======== =========
20
Operating data:
Occupancy 62.9%
Average daily room rate $ 95.15
RevPAR $ 59.85
(a) Represents management revenues derived from the 17 non-collateral hotels
and the 11 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 the collateral
hotels 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 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 October 1, 2004:
EXPECTED MATURITY DATE
(in millions)
Fair
There- Value
2004(d) 2005 2006 2007 2008 After Total (e)
Long-Term Debt(a)
$510 Million 1st Mortgage Notes $ - $ - $ - $ - $ - $ 499 $ 499 $ 559
Average interest rate (b) 8.9% 8.9% 8.9% 8.9% 8.9% 8.9% 8.9%
Other fixed-rate debt obligations $ 7 $ 8 $ 29 $ 42 $ 54 $ 93 $ 233 $ 241
Average interest rate (b) 8.6% 8.6% 8.0% 8.5% 8.5% 8.9% 8.6%
Other variable-rate debt obligations $ 1 $ 1 $ 9 $ - $ 24 $ - $ 35 $ 35
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.
21
(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 October 1, 2004, that is maturing in the
year reported. The weighted average interest rate excludes the effect of
the amortization of deferred financing costs.
(d) The 2004 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 par on
the then-current premium or discount quote received for the $510 million
First Mortgage Notes would have an effect of approximately $5 million. A
one percentage point change in the 8-7/8% rate used to calculate the fair
value of other fixed rate debt would change its estimated fair value by
approximately $11 million.
ITEM 4. CONTROLS AND PROCEDURES
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-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of October
1, 2004. 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. Unregistered Sales of Equity Securities and Use of Proceeds
Not Applicable
ITEM 3. Defaults Upon Senior Securities
Not Applicable
22
ITEM 4. Submission of Matters to a Vote of Securities Holders
Not Applicable
ITEM 5. Other Information
Not Applicable
ITEM 6. Exhibits
See Exhibit Index
23
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 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 12, 2004
24
EXHIBIT INDEX
EXHIBIT NO. TITLE
- ----------- ------------------------------------------------------------
31.1 Rule 13a-15(e)/15d-15(e) Certification of general partner's
Chief Executive Officer
31.2 Rule 13a-15(e)/15d-15(e) Certification of general partner's
Chief Financial Officer
32 Section 1350 Certification of general partner's Chief Executive
Officer and Chief Financial Officer
25