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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 1, 2005
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 9,
2005: 5,242,962
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
JOHN Q. HAMMONS HOTELS, INC.
AND COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(000's omitted)
ASSETS
APRIL 1, 2005 DECEMBER 31, 2004
------------- -----------------
(unaudited)
CURRENT ASSETS:
Cash and equivalents $ 52,118 $ 41,044
Restricted cash 1,852 10,206
Marketable securities 18,422 22,332
Receivables:
Trade, less allowance for doubtful accounts of $231 in 2005 and 2004 12,764 7,250
Other 272 277
Management fees - related party 365 265
Inventories 1,235 1,091
Prepaid expenses and other 3,055 4,343
Assets held for sale - 4,300
------------ ------------
Total current assets 90,083 91,108
------------ ------------
PROPERTY AND EQUIPMENT, at cost:
Land and improvements 61,123 60,553
Buildings and improvements 717,859 717,870
Furniture, fixture and equipment 342,390 342,214
Construction in progress 10,461 -
------------ ------------
1,131,833 1,120,637
Less-accumulated depreciation and amortization (447,480) (436,196)
------------ ------------
684,353 684,441
DEFERRED FINANCING COSTS, FRANCHISE FEES AND OTHER, net,
including $23,751 and $20,376 of restricted cash as of April 1, 2005
and December 31, 2004, respectively 44,015 40,950
------------ ------------
TOTAL ASSETS $ 818,451 $ 816,499
============ ============
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 (DEFICIT)
APRIL 1, 2005 DECEMBER 31, 2004
------------- -----------------
(unaudited)
LIABILITIES:
Current portion of long-term debt $ 7,212 $ 25,719
Accounts payable 3,995 8,172
Accrued expenses:
Payroll and related benefits 7,607 9,601
Sales and property taxes 11,414 12,053
Insurance 2,905 2,789
Interest 17,040 6,106
Utilities, franchise fees and other 10,942 10,115
Accrued distribution 5,675 -
-------------- --------------
Total current liabilities 66,790 74,555
Long-term debt 738,421 739,485
Other obligations 3,346 3,329
-------------- --------------
Total liabilities 808,557 817,369
-------------- --------------
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST OF HOLDERS OF LIMITED
PARTNER UNITS 2,599 -
-------------- --------------
REFUNDABLE EQUITY 975 655
-------------- --------------
STOCKHOLDERS' EQUITY (DEFICIT):
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 1, 2005, and December 31, 2004, 6,042,000 shares issued at
April 1, 2005, and December 31, 2004, and 5,234,462 and 5,086,975
shares outstanding at April 1, 2005, and December 31, 2004, respectively 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 96,982 96,781
Accumulated deficit, net (87,050) (94,006)
Less: Treasury Stock, at cost; 807,538 and 955,025 shares at
April 1, 2005, and December 31, 2004, respectively (3,655) (4,322)
Accumulated other comprehensive loss (20) (41)
-------------- --------------
Total stockholders' equity (deficit) 6,320 (1,525)
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 818,451 $ 816,499
============== ==============
See Notes to Condensed Consolidated Financial Statements
3
JOHN Q. HAMMONS HOTELS, INC.
AND COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(000's omitted, except share data)
THREE MONTHS ENDED
APRIL 1, 2005 APRIL 2, 2004
------------- -------------
REVENUES:
Rooms $ 68,550 $ 67,023
Food and beverage 29,200 28,660
Meeting room rental, related party management fee and other 13,683 13,603
------------ ------------
Total revenues 111,433 109,286
------------ ------------
OPERATING EXPENSES:
Direct operating costs and expenses:
Rooms 16,832 16,394
Food and beverage 21,577 20,905
Other 440 586
General, administrative, sales and management service expenses 35,691 34,610
Repairs and maintenance 4,785 4,475
Depreciation and amortization 11,447 11,489
------------ ------------
Total operating expenses 90,772 88,459
------------ ------------
INCOME FROM OPERATIONS 20,661 20,827
OTHER EXPENSE:
Interest expense and amortization of deferred financing fees,
net of $362 and $117 of interest income in 2005 and
2004, respectively 15,939 16,527
Extinguishment of debt costs 234 -
------------ ------------
INCOME FROM CONTINUING OPERATIONS BEFORE
MINORITY INTEREST AND PROVISION FOR
INCOME TAXES 4,488 4,300
Minority interest in income of partnership (220) -
------------ ------------
INCOME FROM CONTINUING OPERATIONS BEFORE
PROVISION FOR INCOME TAXES 4,268 4,300
Provision for income taxes (33) (30)
------------ ------------
INCOME FROM CONTINUING OPERATIONS 4,235 4,270
Income from discontinued operations, net of $8,113 of minority
interest in 2005 and no minority interest in 2004 2,721 79
------------ ------------
NET INCOME ALLOCABLE TO THE COMPANY $ 6,956 $ 4,349
============ ============
BASIC EARNINGS PER SHARE:
Continuing operations $ 0.78 $ 0.84
Discontinued operations 0.50 0.01
------------ ------------
Net earnings allocable to Company $ 1.28 $ 0.85
============ ============
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING 5,432,871 5,111,270
============ ============
DILUTED EARNINGS PER SHARE:
Continuing operations $ 0.63 $ 0.73
Discontinued operations 0.40 0.01
------------ ------------
Net earnings allocable to Company $ 1.03 $ 0.74
============ ============
DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING 6,770,132 5,856,746
============ ============
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 (DEFICIT)
(000's omitted)
STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------------------
Accumulated
Class A Class B Company Other
Comprehensive Minority Refundable Common Common Paid in Accumulated Treasury Comprehensive
Income (loss) Interest Equity Stock Stock Capital Deficit Stock Loss Total
------------- -------- ---------- ------- ------- ------- ----------- -------- ------------- -------
BALANCE, December 31, 2004 $ - $ 655 $ 60 $ 3 $96,781 $ (94,006) $(4,322) $ (41) $(1,525)
Net income allocable to
the Company $ 6,956 - - - - - 6,956 - - 6,956
Distributions (5,675) - - - - - - - -
Refundable equity
contribution - 320 - - - - - - -
Minority interest in
income of the partnership 8,333 - - - - - - - -
Issuance of Common Stock to
employees and directors - - - - 201 - 667 - 868
Reallocation of previously
allocated other
comprehensive losses
from the Company
to minority interest (31) - - - - - - 31 31
Unrealized depreciation on
marketable securities (10) (28) - - - - - - (10) (10)
------- -------- ----- ---- --- ------- ---------- ------- ----- -------
Comprehensive income $ 6,946
=======
BALANCE, April 1, 2005 $ 2,599 $ 975 $ 60 $ 3 $96,982 $ (87,050) $(3,655) $ (20) $ 6,320
(unaudited) ======== ===== ==== === ======= ========== ======= ===== =======
See Notes to Condensed Consolidated Financial Statements
5
JOHN Q. HAMMONS HOTELS, INC.
AND COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(000's omitted)
Three Months Ended
April 1, 2005 April 2, 2004
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income allocable to the Company $ 6,956 $ 4,349
Adjustment to reconcile net income to cash provided by operating activities:
Minority interest in income of partnership 8,333 -
Depreciation, amortization and loan cost amortization 11,918 12,376
Gain on sale of property and equipment (11,161) -
Extinguishment of debt costs 234 -
Changes in certain assets and liabilities:
Restricted cash (831) (454)
Receivables (5,813) (4,326)
Inventories (157) (82)
Prepaid expenses and other 1,288 2,216
Accounts payable (4,177) (1,703)
Accrued expenses 9,244 12,468
Other obligations 17 122
---------- ----------
Net cash provided by operating activities 15,851 24,966
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment (11,252) (2,618)
Proceeds from sale of property and equipment 15,739 -
Franchise fees, long-term restricted cash and other 5,567 (1,361)
Sale of marketable securities 3,872 133
---------- ----------
Net cash provided by (used in) investing activities 13,926 (3,846)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 31,000 -
Proceeds from issuance of Treasury Stock 868 169
Repayments of debt (50,571) (2,132)
---------- ----------
Net cash used in financing activities (18,703) (1,963)
---------- ----------
Increase in cash and equivalents 11,074 19,157
CASH AND EQUIVALENTS, beginning of period 41,044 23,790
---------- ----------
CASH AND EQUIVALENTS, end of period $ 52,118 $ 42,947
========== ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID FOR INTEREST $ 5,087 $ 5,648
========== ==========
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
UNREALIZED (DEPRECIATION) APPRECIATION OF MARKETABLE SECURITIES $ (38) $ 3
========== ==========
ACCRUED DISTRIBUTION $ 5,675 $ -
========== ==========
FINANCING COSTS FUNDED BY STOCKHOLDER $ 320 $ -
========== ==========
See Notes to Condensed Consolidated Financial Statements
6
JOHN Q. HAMMONS HOTELS, INC. AND COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. ENTITY MATTERS
The accompanying consolidated financial statements include the accounts of John
Q. Hammons Hotels, Inc. and John Q. Hammons Hotels, L.P. and subsidiaries
(collectively the Company or, as the context may require, John Q. Hammons
Hotels, Inc. only).
We were incorporated in September 1994 and had no operations or assets prior to
our initial public offering of Class A Common Stock in November 1994.
Immediately prior to the initial public offering, Mr. John Q. Hammons
contributed approximately $5 million in cash to us in exchange for 294,100
shares of Class B Common Stock (which represented approximately 72% of the
voting control). We contributed the approximate $96 million of net proceeds from
our Class A and Class B Common Stock offerings to John Q. Hammons Hotels, L.P.,
(for which we serve as the general partner, and we refer to as the
"Partnership,") in exchange for an approximately 28% general partnership
interest. As of April 1, 2005, the Partnership had redeemed approximately
955,000 Partnership units, net of shares issued. The number of net Partnership
units redeemed is equivalent to the number of net shares we have redeemed, as
required by the Partnership Agreement. Accordingly, the allocation percentages
were approximately 25% and 24% for us, and approximately 75% and 76% for the
limited partners in 2005 and 2004, respectively.
Among other things, the Partnership Agreement provides that, to the extent the
limited partners were not otherwise committed to provide further financial
support and pretax losses reported for financial reporting purposes were deemed
to be of a continuing nature, the balance of the pretax losses would be
allocated only to us, with any subsequent pretax income also to be allocated to
us until such losses had been offset. As of April 1, 2005, we recaptured
approximately $4.2 million due to the previous losses of the limited partners we
absorbed. In addition, with respect to distributions, in the event the
Partnership has taxable income, distributions are to be made in an aggregate
amount equal to the amount the Partnership would have paid for income taxes had
it been a C Corporation during the applicable period. Aggregate tax
distributions will first be allocated to us, if applicable, with the remainder
allocated to the limited partners. As of April 1, 2005, distributions of $5.7
million were accrued for income taxes in accordance with the Partnership
Agreement. No such distributions were required for the three months ended April
2, 2004. Adjustments to accrued distributions will be recorded in the period in
which facts and circumstances which give rise to adjustments become known.
All significant balances and transactions between the entities and properties
have been eliminated.
2. GENERAL
7
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
December 31, 2004, which included financial statements for the fiscal years
ended December 31, 2004, January 2, 2004, and January 3, 2003.
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, corporate bonds and governmental agency obligations which mature or will
be available for use in operations in 2005. These securities are valued at
current market value. As of April 1, 2005, unrealized holding losses were
approximately $79,000 of which approximately $20,000 is allocable to the Company
and are included as a separate component of shareholders' equity (deficit) until
realized, with the remaining allocable to minority interest. As of December 31,
2004, unrealized holding losses were approximately $41,000, all of which is
allocable to us (with no allocations to the minority interest) and are included
as a separate component of shareholders' equity (deficit) until realized.
The provision for income taxes is for state franchise taxes.
3. NET INCOME AND EARNINGS PER SHARE
Basic earnings per share for the three months ended April 1, 2005 were $1.28,
compared to $0.85 for the three months ended April 2, 2004. Diluted earnings per
share for the 2005 Quarter were $1.03, compared $0.74 for the 2004 Quarter.
Discontinued operations relating to the sale of the Holiday Inn Emeryville,
California had a positive effect on basic and diluted earnings per share of
$0.50 and $0.40, respectively, for the 2005 Quarter, virtually all of which is
attributable to the gain on sale of this hotel. Discontinued operations had a
positive effect of $0.01 in the 2004 Quarter.
Basic earnings per share are computed by dividing net income by the weighted
average number of common shares outstanding during the period. 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 potentially dilutive common shares had been issued.
The following is a reconciliation of the numerator and denominator for basic and
diluted net earnings per share for the three months ended April 1, 2005 and
April 2, 2004:
8
Three Months Ended
(in thousands, except per share data)
April 1, 2005 April 2, 2004
------------------------------------ -------------------------------------
Income Shares Per Share Income Shares Per Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
----------- ------------- --------- ----------- ------------- ---------
Basic earnings per share
from continuing operations $ 4,235 5,433 $ 0.78 $ 4,270 5,111 $ 0.84
Discontinued operations 2,721 5,433 0.50 79 5,111 0.01
-------- -------- -------- --------
Basic earnings per share $ 6,956 5,433 $ 1.28 $ 4,349 5,111 $ 0.85
======== ======== ======== ========
Effect of dilutive securities:
Options 1,337 746
----- -----
Diluted earnings per share
from continuing operations $ 4,235 6,770 $ 0.63 $ 4,270 5,857 $ 0.73
Discontinued operations 2,721 6,770 0.40 79 5,857 0.01
-------- -------- -------- --------
Diluted earnings per share $ 6,956 6,770 $ 1.03 $ 4,349 5,857 $ 0.74
======== ======== ======== ========
As of April 1, 2005 and April 2, 2004 we had no antidilutive options.
4. STOCK OPTIONS
We account for our stock-based compensation plans according to the intrinsic
method under APB Opinion No. 25. 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 income and basic and
diluted earnings per share for the three months ended April 1, 2005, and
April 2, 2004, would have been as follows:
APRIL 1, APRIL 2,
2005 2004
---------- ----------
(IN THOUSANDS
EXCEPT PER SHARE DATA)
Net Income
As reported $ 6,956 $ 4,349
Deduct - total stock-based employee compensation expense
determined under the fair value based method for all awards,
net of related tax effects (28) (52)
---------- ----------
Pro forma $ 6,928 $ 4,297
========== ==========
Basic and Diluted Income Per Share
As reported - Basic $ 1.28 $ 0.85
Pro forma - Basic $ 1.28 $ 0.84
As reported - Diluted $ 1.03 $ 0.74
Pro forma - Diluted $ 1.02 $ 0.73
The assumptions used to calculate the fair value of options granted are
evaluated and revised, upon estimating the fair value of each new option grant,
to reflect market conditions and experience.
5. NEW ACCOUNTING PRONOUNCEMENTS
9
In December 2004, the FASB issued SFAS 123R "Share Based Payment" that will
require compensation costs related to share-based payment transactions to be
recognized in the financial statements. With limited exceptions, the amount of
compensation cost will be measured based on the grant-date fair value of the
equity or liability instruments issued. In addition, liability awards will be
realized each reporting period. Compensation costs will be recognized over the
period that an employee provides service in exchange for the award. This will be
effective for the first quarter of fiscal 2006, and affect the compensation
expense related to stock options recorded in the accompanying consolidated
financial statements.
6. DISCONTINUED OPERATIONS
The results of operations of the Holiday Inn Emeryville, California (sold in
January 2005) are included in discontinued operations for the three months ended
April 1, 2005 and the three months ended April 2, 2004. Also included in
discontinued operations for 2004 period are the results of operations of the
Holiday Inn Bakersfield, California (sold in August 2004) and the Holiday Inn
Northglenn, Colorado (sold in December 2004). Condensed financial information
for these hotels included in discontinued operations is as follows:
Three Months Ended
(in thousands)
April 1, 2005 April 2, 2004
------------- -------------
Revenues $ 425 $ 5,090
---------- ----------
Operating expenses:
Direct operating cost and expenses 390 2,151
General, administrative, sales and
management service expenses 193 1,747
Repairs and maintenance 37 231
Depreciation and amortization 1 442
---------- ----------
Total operating expenses 621 4,571
---------- ----------
Operating income (loss) (196) 519
Other income (expense):
Allocated interest expense (131) (440)
Gain on sale 11,161 -
---------- ----------
Income before minority interest 10,834 79
Minority interest (8,113) -
---------- ----------
Income from discontinued operations $ 2,721 $ 79
========== ==========
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
10
RECENT EVENTS
We have announced over the past several months that we and our principal
stockholder have been engaged in discussions with parties regarding a possible
merger transaction. Our board of directors appointed a special committee, or the
Special Committee, composed solely of outside independent directors to conduct
all negotiations on our behalf. On April 29, 2005, we announced that we and John
Q. Hammons, have agreed to continue to negotiate exclusively with an investor
group led by JQH Acquisition, LLC through May 24, 2005 regarding a possible
transaction. Although terms of the investor group's proposal remain subject to
further discussion and negotiation, the proposal contemplates a merger
transaction in which our Class A shares would be purchased for $24.00 cash per
share. Although we continue to work through a number of items that remain to be
negotiated, particularly with respect to the documentation of the various
arrangements that have been agreed to in principle between the investor group
and Mr. Hammons, there can be no assurance that a transaction will be
consummated.
GENERAL. Unless the context indicates or requires otherwise, the terms "we,"
"us," "our" and other references to our company refer to John Q. Hammons Hotels,
Inc. and John Q. Hammons Hotels, L.P., including all of our subsidiaries.
Our 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. In August 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 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 Oklahoma City, Oklahoma; Junction
City, Kansas; North Charleston, South Carolina; Springfield, Missouri; Frisco,
Texas and Albuquerque, New Mexico, 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, Missouri and Hampton, Virginia.
11
RESULTS OF OPERATIONS
The following discussion and analysis addresses results of operations for the
three month periods ended April 1, 2005 (which we refer to as the 2005 Quarter)
and April 2, 2004 (which we refer to as the 2004 Quarter). The results of
operations for the 2005 Quarter are not indicative of the results to be expected
for the full year.
Total revenues from continuing operations for the 2005 Quarter increased $2.1
million, or 1.9%, compared to the 2004 Quarter, primarily as a result of an
increase in our average daily room rate of approximately 6.5% to $107.65, from
the 2004 Quarter.
Rooms revenues from continuing operations increased $1.6 million, or 2.4%, from
the 2004 Quarter, and as a percentage of total revenues increased to 61.6% from
61.3%. The increase was attributable to the increase in our average room rate to
$107.65, compared to the 2004 Quarter average room rate of $101.12. This
increase was partially offset by a decrease in our occupancy for the 2005
Quarter by 3.9% or 2.6 percentage points to 64.5% from 67.1% in the 2004
Quarter. In comparison, the average room rate for the hotel industry, based on
information from Smith Travel Research, was $90.25 in the 2005 Quarter, up 4.2%
from the 2004 Quarter. Occupancy for the hotel industry was 58.4% in the 2005
Quarter, up 2.8% from the 2004 Quarter. Our Revenue Per Available Room, or
RevPAR, was $69.41 in the 2005 Quarter, up 2.3% from $67.84 in the 2004 Quarter.
RevPAR for the hotel industry in the 2005 Quarter was $52.74, up 7.2% from the
2004 Quarter.
Food and beverage revenues from continuing operations increased by $0.5 million,
or 1.7%, compared to the 2004 Quarter, but decreased slightly as a percentage of
total revenues to 26.2% from 26.3%. The dollar increase was due to increased
banquet revenues related to an increase in the association and small group
market segments of our business.
Meeting room rental, related party management fee and other revenues from
continuing operations increased $0.1 million, or 0.7%, from the 2004 Quarter,
but decreased slightly as a percentage of revenues to 12.3% from 12.4%. The
dollar increase was primarily related to related party management fees,
partially offset by decreased telephone revenues.
Rooms operating expenses from continuing operations increased by $0.4 million,
or 2.4%, compared to the 2004 Quarter, but remained stable as a percentage of
rooms revenues at 24.5%. The dollar increase was primarily attributable to costs
involved in compliance with revisions in selected franchise standards, including
such items as the purchase of new linens for certain hotels.
Food and beverage operating expenses from continuing operations increased $0.7
million, or 3.3%, compared to the 2004 Quarter, and increased as a percentage of
food and beverage revenues to 74.0% from 72.8%. The increase was attributable to
increased labor and food costs directly related to higher sales volumes,
discussed above.
Other operating expenses from continuing operations decreased slightly by $0.2
million, compared to the 2004 Quarter, and decreased as a percentage of meeting
room rental, related party management fee and other revenues, to 2.9% from 4.4%.
12
General, administrative, sales and management service expenses from continuing
operations increased $1.1 million, or 3.2%, over the 2004 Quarter, and increased
as a percentage of total revenues to 32.0% from 31.7%. The increase was
primarily attributable to increases in costs associated with administrative and
sales and marketing compensation, credit card commissions, franchise frequent
travel programs, utilities and franchise fees, partially offset by a decrease in
insurance costs.
Repairs and maintenance expenses from continuing operations increased by $0.3
million, or 6.7%, and increased slightly as a percentage of revenues, to 4.3%,
from 4.1% in the 2004 Quarter, as a result of increased compensation costs and
maintenance projects.
Depreciation and amortization expenses from continuing operations decreased $0.1
million, or 0.9%, compared to the 2004 Quarter, and decreased as a percentage of
revenues to 10.2% from 10.5%. The decrease is primarily attributable to our
cessation of new development in 2000.
Income from operations decreased by $0.1 million, or 0.5%, and decreased
slightly as a percentage of revenues to 18.6% from 19.0% in the 2004 Quarter, as
the result of costs in a number of areas that increased at a higher rate than
revenues, as noted in the discussion above.
Income from continuing operations before minority interest and provision for
income taxes increased slightly, by $0.2 million compared to the 2004 Quarter
primarily as a result of lower interest expense, partially offset by
extinguishment of debt costs of $0.2 million in the 2005 Quarter.
Income from continuing operations for the 2005 Quarter was $4.2 million,
compared to $4.3 million in the 2004 Quarter. Income from continuing operations
for the 2005 Quarter was positively impacted by $3.1 million of the limited
partners' earnings we recaptured from limited partners' losses we absorbed in
previous quarters as a result of the inability of the limited partners' net
contribution to fall below zero. The 2004 Quarter was positively impacted by
$3.3 million of limited partners' earnings for the same reason.
The following represents a reconciliation of the income from continuing
operations, as reported, to income from continuing operations, as adjusted (in
thousands):
THREE MONTHS ENDED
April 1, 2005 April 2, 2004
------------- -------------
Income from continuing operations, as reported $ 4,235 $ 4,270
Subtractions:
Reallocation of minority interest earnings (3,140) (3,262)
------- -------
Income from continuing operations, as adjusted $ 1,095 $ 1,008
======= =======
13
Net income allocable to the Company for the 2005 Quarter increased $2.7 million,
or 62.8%, compared to the 2004 Quarter, primarily related to the sale of the
Holiday Inn Emeryville, California, which resulted in an $11.2 million gain
recorded in discontinued operations.
Basic and diluted earnings per share were $1.28 and $1.03, respectively in the
2005 Quarter, compared to $0.85 and $0.74 in the 2004 Quarter. Basic and diluted
earnings per share from continuing operations (without the effect of
discontinued operations) were $0.78 and $0.63, respectively, for the 2005
Quarter and $0.84 and $0.73, respectively, for the 2004 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 1, 2005, we had $52.1 million of cash and equivalents and $18.4 million
of marketable securities, compared to $41.0 million and $22.3 million,
respectively, at the end of fiscal 2004. Such amounts are available for our
working capital requirements, capital expenditures and debt service. At April 1,
2005, and December 31, 2004, we had current restricted cash reserves of $1.9
million and $10.2 million, and long-term restricted cash reserves of $23.8
million and $20.4 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.
Cash from operating activities decreased to $15.9 million for the 2005 Quarter,
from $25.0 million for the 2004 Quarter, a decrease of $9.1 million, or 36.4%,
primarily attributable to unfavorable changes in certain assets and liabilities.
We incurred capital expenditures of $11.3 million in the 2005 Quarter, compared
to $2.6 million in the 2004 Quarter. This increase was directly attributable to
the costs associated with the conversion of our Ft. Collins, Colorado Holiday
Inn to a Hilton and our Holiday Inn West Des Moines, Iowa to a Sheraton. In
addition, the 2005 Quarter includes costs associated with significant capital
improvement projects at our Holiday Inn in Sacramento and our Embassy Suites in
Monterey, California, included in our previously-announced 2005 anticipated
capital expenditures of $43.5 million.
At April 1, 2005, our total debt was $745.6 million compared with $765.2 million
at the end of fiscal 2004. The decrease of $19.6 million is primarily
attributable to the reduction of long term debt from scheduled principal
payments and the use of proceeds from the sale of certain hotels discussed
below. The current portion of long term debt was $7.2 million at the end of the
2005 Quarter, compared to $25.7 million at the end of 2004.
On January 27, 2005, we completed the sale of a Holiday Inn property located in
Emeryville, California. This hotel property served as collateral under the 2002
First Mortgage Notes. Under the terms of these indentures, we provided
replacement collateral in accordance with the indenture provisions, as discussed
below.
14
On February 23, 2005, we utilized the net cash proceeds from the sale of the
Northglenn, Colorado and the Emeryville, California hotel properties to pay off
the existing mortgage on our World Golf Village Hotel in St. Augustine, Florida
and substitute it as the replacement collateral for the 2002 First Mortgage
Notes in accordance with the indenture provisions.
On January 7, 2005, we completed a $31.0 million refinancing on one of our
properties. In connection with this refinancing Mr. Hammons personally paid
$975,000 for various related costs and expenses. Our Board of Directors
determined that we will repay Mr. Hammons $975,000 for costs incurred with the
refinancing, if we continue to own this property in one year. If we were to
transfer this property to Mr. Hammons within the next year in connection with a
sale or merger (as discussed in Recent Events above), however, we will not pay
Mr. Hammons for these costs. This transaction is included in the accompanying
financial statements as deferred financing costs and refundable equity.
We expect 2005 capital requirements estimated at $43.5 million (including
approximately $12.6 million related to planned hotel franchise conversions of
some of our properties) 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 2005 capital requirements for normal recurring capital
improvement projects.
NEW ACCOUNTING PRONOUNCEMENTS
In December 2004, the FASB issued SFAS 123R "Share Based Payment" that will
require compensation costs related to share-based payment transactions to be
recognized in the financial statements. With limited exceptions, the amount of
compensation cost will be measured based on the grant-date fair value of the
equity or liability instruments issued. In addition, liability awards will be
realized each reporting period. Compensation costs will be recognized over the
period that an employee provides service in exchange for the award. This will be
effective for the first quarter of fiscal 2006, and affect the compensation
expense related to stock options recorded in the accompanying consolidated
financial statements.
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 we believe 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.
15
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 deposit.
Until a buyer has completed its due diligence review of the asset, necessary
approvals have been received and substitutive 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 and auto, 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
16
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," "forecast," "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
current 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 revise publicly any forwarding-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 1, 2005:
EXPECTED MATURITY DATE
(in millions)
Fair
There- Value
2005(d) 2006 2007 2008 2009 After Total (e)
Long-Term Debt(a)
$510 Million First Mortgage Notes $ - $ - $ - $ - $ - $ 499 $ 499 $ 535-
Average interest rate(b) 8.9% 8.9% 8.9% 8.9% 8.9% 8.9% 8.9% 540
17
Other fixed-rate debt obligations $ 6 $ 27 $ 41 $ 25 $ 5 $ 108 $ 212 $ 203
Average interest rate(b) 8.0% 7.7% 8.3% 8.0% 8.2% 7.9% 8.0%
Other variable-rate debt obligations $ 1 $ 10 $ 1 $ 23 $ - $ - $ 35 $ 35
Average interest rate(c) 5.9% 5.9% 5.9% 5.9% -% -% 5.9%
(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 1, 2005 that is
maturing in the year reported. The weighted average interest rate
excludes the effect of the amortization of deferred financing costs.
(d) The 2005 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 and other fixed rate debt
obligations. The fair value of the First Mortgage Notes is estimated
by obtaining quotes from brokers. A one percentage point change in
the par or 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 $8
million.
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 April 1, 2005. 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
Two class action lawsuits were filed against us last fall in the Court of
Chancery of the State of Delaware in and for New Castle County: Jolly Roger Fund
L.P. and Jolly Roger Offshore Fund, Ltd. vs. John Q. Hammons Hotels Inc., et al,
filed October 19, 2004, and Garco Investments LLP v. John Q. Hammons Hotels,
Inc., et al., filed October 20, 2004. Both actions originally sought
18
injunctive relief to prevent any merger transaction and asserted that the
original price offered to the public shareholders was not equivalent to the
"sweetheart deal" offered to John Q. Hammons. These lawsuits have been
consolidated into one action and the complaint has been amended to seek
compensation, attorney fees and costs of the action for plaintiffs' efforts
because they allegedly added value for the minority public shareholders as
evidenced by the fact the proposed stock acquisition price has risen from the
initial $13.00 a share to the current proposal of $24.00 per share. On May 6,
2005, we filed a motion to dismiss. We have not recorded an obligation with
regard to this matter, as a loss is not yet probable nor can an amount of loss
be reasonably estimated. Management will continue to assess the situation and
adjustments will be recorded, if necessary, in the period in which new facts and
circumstances arise.
We are party to various other legal proceedings arising from its consolidated
operations. Management believes that the outcome of these proceedings,
individually and in the aggregate, will have no material adverse effect on our
consolidated financial position, results of operations or cash flows.
ITEM 2. Unregistered Sales of Equity 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
See Exhibit Index.
19
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
Executive Vice President and Chief Financial
Officer
Dated: May 13, 2005
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EXHIBIT INDEX
EXHIBIT NO. TITLE
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32 Section 1350 Certification of Chief Executive Officer and Chief
Financial Officer
21