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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
or
[ ] TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from _________ to _________
Commission File Number: 0-22745
Janus Hotels and Resorts, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 13-2572712
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2300 Corporate Blvd., N.W.,
Suite 232
Boca Raton, Florida 33431-8596
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 997-2325
(Former name, former address and former fiscal year, if changed since last
report)
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 Exchange Act Rule 12b-2). Yes [ ] No [X]
Number of shares of common stock outstanding as of May 6, 2003: 5,564,005
1
JANUS HOTELS AND RESORTS, INC.
FORM 10-Q
FOR QUARTERLY PERIOD ENDED MARCH 31, 2003
Part I. Financial Information Page No.
--------
Item 1. Financial Statements
Unaudited Consolidated Balance Sheets As Of March 31, 2003 and December 31, 2002 3
Unaudited Consolidated Statements Of Operations For The Three Months Ended March
31, 2003 and 2002 4
Unaudited Consolidated Statements Of Cash Flows For The Three Months Ended March
31, 2003 and 2002 5
Notes To Unaudited Consolidated Financial Statements 6
Management's Discussion and Analysis Of Financial Condition and Results of
Item 2. Operations 7
Part II. Other Information
Items 1-5 10
Item 6. Exhibits and Reports on Form 8-K 10
Signature Page 11
2
JANUS HOTELS AND RESORTS, INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2003 AND DECEMBER 31,2002
March 31, December 31,
2003 2002
------------- -------------
ASSETS
Current assets:
Cash and cash equivalents $ 2,190,466 $ 4,783,353
Restricted cash 903,259 1,274,163
Accounts receivable 2,039,059 2,139,165
Other current assets 2,103,116 191,668
------------- -------------
Total current assets 7,235,900 8,388,349
------------- -------------
Property and equipment, net 81,982,574 82,384,819
Goodwill, net 7,133,384 7,133,384
Replacement reserve 2,787,200 2,535,637
Other assets 1,299,743 1,533,481
------------- -------------
$ 100,438,801 $ 101,975,670
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt $ 4,711,907 $ 4,547,850
Current portion of long-term debt 36,212,998 36,907,239
Accounts payable 2,854,146 2,554,789
Accrued expenses 1,928,074 2,199,444
------------- -------------
Total current liabilities 45,707,125 46,209,322
------------- -------------
Long-term debt, net of current portion 28,855,915 28,631,305
Deferred tax liabilities 3,555,000 3,999,000
Stockholders' equity:
Preferred stock, series B; par value $0.01 per share; 20,000 shares authorized;
3,100 shares issued and outstanding 31 31
Common stock, par value $0.01 per share; 15,000,000 shares authorized;
11,804,518 shares issued and outstanding 118,046 118,046
Additional paid-in capital 34,645,991 34,645,991
Accumulated deficit (7,062,140) (6,246,858)
Treasury stock, 6,240,513 common shares, at cost (5,381,167) (5,381,167)
------------- -------------
Total stockholders' equity 22,320,761 23,136,043
------------- -------------
$ 100,438,801 $ 101,975,670
============= =============
See notes to unaudited consolidated financial statements.
3
JANUS HOTELS AND RESORTS, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
2003 2002
----------- -----------
Revenues:
Room and related services $ 5,705,941 $ 5,630,446
Food and beverage 2,194,079 2,139,341
Management fees 620,282 655,742
Other 277,682 181,473
----------- -----------
Total revenues 8,797,984 8,607,002
----------- -----------
Operating expenses:
Direct:
Room and related services 1,609,237 1,487,141
Food and beverage 1,719,361 1,691,957
Selling and general 626,399 547,848
----------- -----------
Total direct expenses 3,954,997 3,726,946
----------- -----------
Occupancy expenses 1,462,799 1,445,436
General and administrative expenses 2,594,036 2,734,858
Depreciation 998,805 973,834
Amortization 31,603 46,131
----------- -----------
Total operating expenses 9,042,240 8,927,205
----------- -----------
Operating income(loss) (244,256) (320,203)
Other income (expense):
Interest expense (1,093,168) (1,643,035)
Interest income 11,991 120,762
Other - (49,590)
----------- -----------
Income (loss) from continuing operations before income taxes (1,325,433) (1,892,066)
Provision (credit) for income taxes (557,000) (152,000)
----------- -----------
Income (loss) from continuing operations (768,433) (1,740,066)
Gain on disposal of discontinued operations, net of taxes 11,276 27,415
----------- -----------
Net income (loss) (757,157) (1,712,651)
Less preferred dividend requirement 58,125 58,125
----------- -----------
Net income (loss) applicable to common stock $ (815,282) $(1,770,776)
=========== ===========
Basic income (loss) per common share:
Income (loss) from continuing operations $ (0.15) $ (0.24)
Gain on disposal of discontinued operations - -
----------- -----------
Net income (loss) $ (0.15) $ (0.24)
=========== ===========
Diluted income (loss) per common share:
Income (loss) from continuing operations $ (0.15) $ (0.24)
Gain on disposal of discontinued operations - -
----------- -----------
Net income (loss) $ (0.15) $ (0.24)
=========== ===========
Weighted average common shares:
Basic 5,564,005 7,408,957
=========== ===========
Diluted 5,564,005 7,408,957
=========== ===========
See notes to unaudited consolidated financial statements.
4
JANUS HOTELS AND RESORTS, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
2003 2002
----------- -----------
Operating activities:
Net income (loss) $ (757,157) $(1,712,651)
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation 998,805 973,834
Amortization of intangible assets 31,603 46,131
Deferred taxes (444,000) -
Loss on note settlement - 49,590
Changes in operating assets and liabilities:
Accounts receivable 100,106 (299,094)
Other current assets (868,624) 10,863
Replacement reserve (251,563) 278,904
Other asset 202,135 (378,927)
Accounts payable and accrued expenses (1,072,962) 504,104
----------- -----------
Net cash provided by (used in) operating activities (2,061,657) (527,246)
----------- -----------
Investing activities:
Purchases of property and equipment (596,560) (345,595)
Collections of notes receivable - 23,172
----------- -----------
Net cash used in investing activities (596,560) (322,423)
----------- -----------
Financing activities:
(Increase) decrease in restricted cash 370,904 (876,168)
Proceeds from short-term borrowings 495,006 203,814
Repayments of short-term borrowings (330,949) (256,183)
Repayments of long-term borrowings (469,631) (307,784)
Repurchase of common stock - (851,081)
----------- -----------
Net cash provided by (used in) financing activities 65,330 (2,087,402)
----------- -----------
Decrease in cash and cash equivalents (2,592,887) (2,937,071)
Cash and cash equivalents, beginning of period 4,783,353 7,097,345
----------- -----------
Cash and cash equivalents, end of period $ 2,190,466 $ 4,160,274
=========== ===========
Supplemental disclosure of cash flow data:
Interest paid $ 1,082,672 $ 535,847
=========== ===========
Taxes paid $ 215,600 $ 79,020
=========== ===========
Noncash investing and financing transactions:
Dividends declared not paid $ 58,125 $ 58,125
=========== ===========
See notes to unaudited consolidated financial statements.
5
JANUS HOTELS AND RESORTS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Basis of presentation:
The consolidated financial statements included herein have been
prepared by Janus Hotels and Resorts, Inc. (the "Company"), without
audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures,
normally included in financial statements prepared in accordance with
accounting principles generally accepted in the United States of
America, have been condensed or omitted as permitted by such rules and
regulations. The Company believes the disclosures included herein are
adequate; however, these consolidated statements should be read in
conjunction with the financial statements and the notes thereto for the
year ended December 31, 2002 previously filed with the Securities and
Exchange Commission on Form 10-K.
In the opinion of management, these unaudited, consolidated financial
statements contain all of the adjustments (normal and recurring in
nature) necessary to present fairly the consolidated financial position
of the Company at March 31, 2003 and the consolidated results of
operations and cash flows for the three-month periods ended March 31,
2003 and 2002. The results of operations for the periods presented may
not be indicative of those which may be expected for the full year.
Stock options: In accordance with the provisions of Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees, the Company will recognize compensation costs as a result of
the issuance of stock options based on the excess, if any, of the fair
value of the underlying stock at the date of grant or award (or at an
appropriate subsequent measurement date) over the amount the employee
must pay to acquire the stock. Therefore, the Company will not be
required to recognize compensation expense because of any grants of
stock options at an exercise price that is equivalent to or greater
than fair value.
There were no grants of stock options during the first quarter of 2003
or the year ended December 31, 2002. The weighted average fair value at
date of grant for options granted during 2001 was $0.97. The fair value
of options at the date of grant was estimated using the Black-Scholes
model with the following assumptions: (i) expected life - 5 years; (ii)
interest rate - 3.0%; (iii) volatility - 78%; and, (iv) dividend yield
- 0%. Had compensation cost for the Company's stock option plans been
determined based on the fair value at the grant date for the award in
2001 consistent with the provisions of SFAS No. 123, Accounting for
Stock-Based Compensation, the Company's pro forma net income for the
quarter ended March 31, 2003 would not have changed, and the pro forma
net loss for the quarter ended March 31, 2002 would have been
$1,722,476, or $0.24 per common share.
Accounting pronouncements: In January 2003 the FASB issued FASB
Interpretation 46, "Consolidation of Variable Interest Entities" ("FIN
46"), an interpretation of Accounting Research Bulletin No. 51. FIN 46
clarifies the application for certain entities that do not have
sufficient equity at risk for the entity to finance its activities
without additional subordinated financial support from other parties or
in which equity investors do not have the characteristics of a
controlling financial interest ("variable interest entities"). It
applies in the first fiscal year or interim period beginning after June
15, 2002. The Company does not expect FIN 46 to have a material impact
on its consolidated financial statements.
Note 2 - Organization:
As of March 31, 2003, the continuing operations of the Company were
comprised primarily of the operation of thirteen hotels and a hotel
management company which manages hotels for unrelated parties.
Note 3 - Litigation:
The Company is a party to various legal proceedings. In the opinion of
management, these actions are routine in nature and will not have a
material adverse effect on the Company's consolidated financial
statements in subsequent years.
6
Note 4 - Subsequent event:
Effective April 18, 2003, the Company restructured its business by
transferring seven of its thirteen owned hotel properties to a newly
formed corporation controlled by the Company, JAGI Subsidiary, Inc.
("JAGI"). The Company continues to own six hotel properties and
maintains a hotel management business. JAGI is a consolidated
subsidiary for accounting purposes. Accordingly, the Company does not
anticipate that the transaction will have a material effect on the
financial condition or financial statements of the Company, other than
the creation of a minority interest.
The transferred properties were valued at $13,242,032, net of the
aggregate indebtedness to which they were subject. In exchange for the
transfer, the Company received voting preferred stock of JAGI
representing 79% of the aggregate voting stock of JAGI, and having a
liquidation preference of $13,242,032. The preferred stock has a
cumulative annual dividend of 5% of the liquidation preference, payable
to the extent of 25% of the positive change in cash and cash
equivalents of JAGI for the applicable fiscal year. The preferred stock
is redeemable by JAGI, at its option, after January 1, 2013. After
January 1, 2008, the preferred stock is mandatorily redeemable by JAGI
at the election of holders of two thirds of the shares of preferred
stock.
JAGI also entered into a management agreement with the Company under
which the Company is paid its standard annual management fee of 3% of
gross revenues. Under the management agreement the Company also is
entitled to (i) an incentive fee equal to 50% of JAGI's positive change
in cash and cash equivalents for the applicable fiscal year and (ii)
50% of the net sale proceeds from the disposition by JAGI of any
properties transferred to it by the Company.
The common stock, par value $0.01, of JAGI is owned by Louis S. Beck
and Harry G. Yeaggy, Chairman and Vice Chairman of the Company,
respectively, and owners of approximately 70% of the Company's common
stock. The common stock will represent 21% of the aggregate voting
stock of JAGI. No dividends will be payable on such common stock while
the JAGI preferred stock remains outstanding. In consideration for the
common stock, Messrs. Beck and Yeaggy delivered to JAGI cash in the
amount of the par value of the shares and promissory notes in the
aggregate principal amount of $3,519,996.80 (the "Common Stock Notes"),
together representing 21% of the aggregate initial capitalization of
JAGI. The Common Stock Notes bear interest of 7.5% per annum, payable
quarterly, and are payable in full on December 31, 2011.
A brief description of the seven transferred properties is as follows:
Best Western Cambridge in Cambridge, Ohio,
Best Western Kings Quarter, located at the Kings Dominion Amusement
Park in Doswell, Virginia,
Days Inn Cambridge in Cambridge, Ohio,
Days Inn Cincinnati in Sharonville, Ohio,
Days Inn Kings Island, located near the Kings Island Amusement Park
in Mason, Ohio, Holiday Inn North Canton in North Canton, Ohio, and
Red Roof Kings Island, located near the Kings Island Amusement Park
in Mason, Ohio.
There are no proforma consolidated financial statements presented since
the consolidated balance sheet will show no initial value for the
minority interest as substantially all of the investment is being made
through a subscription receivable. The statement of operations would
not change as a result of this transaction since the minority
stockholders have not guaranteed the losses of the properties
transferred and therefore the Company would not recognize a minority
interest in the operating deficit.
7
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
SIGNIFICANT ACCOUNTING POLICIES
For a description of critical accounting policies, including those which involve
varying degrees of judgement, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2002.
OVERVIEW
The operations of the Company are comprised primarily of the operations of owned
hotels and the Company's management of hotels owned by third parties. In the
discussion that follows, all hotels owned and operated by the Company at January
1, 2002 were still owned and operated as of March 31, 2003.
The Company had a net loss of $757,157 for the three months ended March 31, 2003
compared to a net loss of $1,712,651 for the three months ended March 31, 2002.
These results reflect a reduction in the operating loss, lower interest expense
and the recognition of a federal income tax benefit in 2003.
THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
2002
Room and related services revenue increased 1.3% to $5,705,941 in 2003 from
$5,630,446 in 2002. Compared to the prior year the average daily room rate
decreased to $56.32 for 2003 from $59.62 in 2002 and occupancy increased in 2003
to 51.7% from 48.0% in 2002. In an effort to increase occupancy management
decreased room rates at certain properties.
Food and beverage revenues are principally a function of the number of guests
who stay at each owned hotel, local walk-in business and catering sales. These
revenues increased 2.6% to $2,194,079 in 2003 from $2,139,341 in 2002. This
increase is related primarily to increased occupancy.
Management fee income decreased 5.4% to $620,282 in 2003 from $655,742 in 2002.
This decrease is due to lower operating results at the managed properties and
slightly lower renovation fees.
Total direct operating expenses increased 6.1% to $3,954,997 in 2003 from
$3,726,946 in 2002 and increased as a percentage of room and related services
and food and beverage revenues to 50.1% from 48.0%. This increase was
attributable to: higher rooms expense, particularly increased front desk and
housekeeping payroll, reservation expenses and travel agent commissions; higher
food and beverage costs; and, higher selling payroll, commissions and
promotional costs.
Occupancy expenses increased 1.2% to $1,462,799 in 2003 from $1,445,436 in 2002.
General and administrative expenses decreased 5.2% to $2,594,036 in 2003 from
$2,734,858 in 2002 and decreased as a percentage of total revenues to 29.5% from
31.8%. This decrease was primarily attributable to reduced payroll, lower
professional fees and lower travel costs.
Depreciation increased by $24,971 in 2003 from $973,834 in 2002.
Interest income decreased to $11,991 in 2003 from $120,762 in 2002. This
decrease is due to lower available funds for investment and to the pay-off of a
mortgage note receivable in late 2002.
Interest expense decreased to $1,093,168 in 2003 from $1,643,035 in 2002. The
decrease was attributable to the lower interest rate on the restructured
Cleveland loans, a property disposed of in 2002 and traditional amortization.
The Company has used an effective tax rate of 42% to calculate its tax credit
for the three months ended March 31, 2003. Subsequent to March 31, 2003, the
transaction with JAGI, as described in Note 4, utilized a majority of the net
operating losses which make it likely that the current loss will be utilized. In
the quarter ended March 31, 2002, the Company did not recognize a federal income
tax benefit because management concluded that it was more likely than not that
the net operating loss for the quarter would not be realized prior to its
expiration.
8
LIQUIDITY AND CAPITAL RESOURCES
Total assets decreased to $100,438,801 at March 31, 2003 from $101,975,670 at
December 31, 2002. This change was primarily due to reduced cash and cash
equivalents
Net cash used in operating activities was $2,061,657 in the three months ended
March 31, 2003 compared to net cash used in operating activities of $527,246 in
the three months ended March 31, 2002. The increase is primarily the result of
increases in other current assets, principally prepaid insurance, and decreases
in accounts payable and accrued expenses.
Net cash used in investing activities increased to $596,560 in the three months
ended March 31, 2003 from $322,423 in the three months ended March 31, 2002 due
to higher capital expenditures. The Company plans to spend an additional
$916,000 on capital improvements during the remainder of 2003.
Net cash provided by financing activities was $65,330 in the three months ended
March 31, 2003 compared to $2,087,402 used in financing activities in the three
months ended March 31, 2002. The change is the result of the decrease in
restricted cash in 2003 and the repurchase of common stock in 2002.
The Company maintains a number of commercial banking relationships and maintains
aggregate lines of credit totaling $6,500,000, which had $4,711,907 outstanding
at March 31, 2003.
The Company's contractual obligations at March 31, 2003, and the effect such
obligations are expected to have on its liquidity and cash flow in future
periods have not changed materially since December 31, 2002.
The Company's principal sources of liquidity are cash on hand (including escrow
deposits and replacement reserves), cash from operations, earnings on invested
cash and, when required, principally in connection with acquisitions, borrowings
(consisting primarily of loans secured by mortgages on real property owned or to
be acquired by the Company). The Company's continuing operations are funded
through cash generated from its hotel operations. If the Company identifies a
hotel property for acquisition, the Company anticipates that it will secure the
capital for the purchase through a combination of cash on hand, internally
generated cash, issuance of equity securities and borrowings, secured by the
acquired property.
Earnings before interest, taxes, depreciation and amortization ("EBITDA")
increased to $786,152 during the three months ended March 31, 2003 compared to
$699,762 for the three months ended March 31, 2002 due to the factors described
above. EBITDA is defined as operating income plus depreciation and amortization.
The Company considers this definition of EBITDA to be an indicative measure of
the Company's operating performance because it can be used to measure the
Company's abilities to service debt, fund capital expenditures and expand its
business; such information should not be considered as an alternative to net
income, operating profit, cash flows from operations or any other operating or
liquidity measure prescribed by generally accepted accounting principles.
The Company anticipates that if it does not acquire additional hotel properties,
based on currently proposed plans and assumptions relating to the Company's
operations, the Company's available cash balances and lines of credit, will be
sufficient to satisfy the Company's contemplated cash requirements for its
current operations for at least the next 12 months. In the event that the
Company acquires one or more hotels, or its assumptions change or prove to be
inaccurate, the Company could be required to seek additional financing or
curtail its activities. Any equity financing may involve substantial dilution to
the interest of the Company's stockholders, and any debt financing could result
in operational or financial restrictions on the Company. There can be no
assurance that any additional financing will be available to the Company on
acceptable terms or at all.
Seasonality
Demand at many of the Company's hotels is affected by seasonal patterns. Demand
for hotel rooms in the industry generally tends to be lower during the first and
fourth quarters and higher in the second and third quarters. Accordingly, the
Company's revenues reflect similar seasonality.
Forward Looking Statements
When used in this and in future filings by the Company with the Securities and
Exchange Commission, in the Company's press releases and in oral statements made
with the approval of an authorized executive officer of the Company, the words
or phrases "will likely result," "expects," "plans," "will continue," "is
anticipated," "estimated," "project" or "outlook" or similar expressions
(including confirmations by an authorized executive officer of the
9
Company of any such expressions made by a third party with respect to the
Company) are intended to identify forward-looking statements. The Company wishes
to caution readers not to place undue reliance on any such forward-looking
statements, each of which speak only as of the date made. All such
forward-looking statements involve risks and uncertainties that could cause
actual results to differ materially from those projected in the forward-looking
statements, including without limitation, the pace of the travel and hospitality
industries recovery in the aftermath of the terrorist attacks of September 11,
2001; competition within the lodging industry, both on a local and national
level; the duration and severity of the recent downturn in the economy; the
seasonality of the hotel business; general real estate and economic conditions;
the cost and availability of capital for scheduled maintenance, renovations and
expansion; government and regulatory action affecting the hotel industry; the
Company's ability to generate adequate working capital to sustain its
operations, described under the heading "Liquidity and Capital Resources" above;
and the other risks and uncertainties set forth in the annual, quarterly and
current reports of the Company. The Company has no obligation to publicly
release the result of any revisions that may be made to any forward-looking
statements to reflect anticipated or unanticipated events or circumstances
occurring after the date of such statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There have been no material changes from the information previously reported
under Item 7A of our Annual Report on Form 10-K for the year ended December 31,
2002.
Item 4. Controls and Procedures.
Within 90 days of the filing of this Report on Form 10-Q the Company completed
an evaluation, under the supervision and with the participation of the Company's
management, including the Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of the Company's disclosure
controls and procedures, Based upon that evaluation, the Chief Executive Officer
and the Chief Financial Officer concluded that the Company's controls and
procedures are effective to alert them on a timely basis to any material
information relating to the Company that must be included in the Company's
periodic reports filed with the Securities and Exchange Commission.
In addition, there have been no significant changes in the Company's internal
controls or in other factors that could significantly affect these controls
subsequent to the date of the aforementioned evaluation.
PART II--OTHER INFORMATION
Items 1 to 5
None
Item 6 -- Exhibits and Reports on Form 8-K.
A. Exhibits
Exhibit No. Description
----------- -----------
99.1* Certification of Chief Executive Officer pursuant to 18 U.S.C. Sec. 1350
99.2* Certification of Chief Financial Officer pursuant to 18 U.S.C. Sec. 1350
* Exhibit filed herewith
B. Reports on Form 8-K
There were no reports on Form 8-K for the three months ended March 31,
2003.
10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JANUS HOTELS AND RESORTS, INC.
Dated: May 15, 2003 /s/ Richard A. Tonges
------------ ---------------------------------------
Richard A. Tonges
Treasurer and Vice President of Finance
(Principal Financial and Accounting
Officer)
CERTIFICATIONS
I, Louis S. Beck, Chief Executive Officer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Janus Hotels and
Resorts, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) All significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
11
Date: May 15, 2003
------------------
/s/ Louis S. Beck
- --------------------------------
Louis S. Beck
Chief Executive Officer
I, Richard A. Tonges, Chief Financial Officer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Janus Hotels and
Resorts, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) All significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 15, 2003
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/s/ Richard A. Tonges
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Richard A. Tonges
Chief Financial Officer
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