UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q/A
(Mark One)
/ X/ QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
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: 0-28108
Suburban Lodges of America, Inc.
Georgia 58-1781184
(State of Incorporation) (I.R.S. Employer
Identification No.)
1000 Parkwood Circle
Suite 850
Atlanta, Georgia 30339
(Address of principal executive offices)
770-951-9511
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant has filed all
documents and reports required to be
filed by Sections 12, 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 / /
Number of shares of Common Stock, $.01 par value outstanding as of
March 31, 1997:
12,127,502
Suburban Lodges of America, Inc.
INDEX
PART I. FINANCIAL INFORMATION
PAGE
Item 1. Financial Statements
Balance Sheets at December 31, 1996 and March 31, 1997
(unaudited) 3
Statements of Operations for the three month periods ended 4
ended March 31, 1996 and March 31, 1997 (unaudited)
Statements of Cash Flows for the three month periods ended 5
March 31, 1996 and March 31, 1997 (Unaudited)
Notes to Financial Statements 6-7
Signatures 10
Page 2
Suburban Lodges of America, Inc.
Consolidated Balance Sheets
(Unaudited)
March 31, December 31,
1997 1996
------------ -----------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 55,962,296 $ 78,340,278
Accounts receivable, trade 106,283 95,158
Prepaid and other assets 1,289,783 1,075,057
Advances to affiliates 26,000 50,000
Current deferred tax asset 65,026 55,026
----------- ----------
Total current 57,449,388 79,615,519
----------- ----------
NONCURRENT DEFERRED TAX ASSET 201,717 375,118
DEFERRED EXPENSES-net 567,124 265,651
INVESTMENT IN FACILITIES- at cost:
Land 8,374,642 4,351,868
Building 59,809,074 31,069,119
Furniture and fixtures 3,297,603 1,414,595
Equipment 2,157,792 2,405,849
Construction in progress 13,112,880 14,224,492
----------- ----------
86,751,991 53,465,923
Less accumulated depreciation 3,170,446 2,721,819
----------- ----------
Net investment in facilities 83,581,545 50,744,104
----------- ----------
$141,799,774 $131,000,392
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable, trade $ 687,403 $ 758,209
Construction accounts payable 279,462 2,025,518
Accrued interest 9,478 94,042
Accrued expenses and other liabilities 812,332 403,219
Unearned franchise fees 360,820 297,820
Income taxes payable 627,002 228,083
------------ -----------
Total current 2,776,497 3,806,891
DEFERRED INCOME TAX PAYABLE 64,003 -
LONG-TERM DEBT AND CAPITAL LEASES OBLIGATIONS 15,007,251 15,000,000
------------ -----------
Total liabilities 17,847,751 18,806,891
SHAREHOLDERS' EQUITY(DEFICIT):
Common stock 121,776 115,258
Additional paid-in capital 120,558,759 110,063,881
Retained earnings (deficit) 3,271,488 2,014,362
------------ -----------
Total shareholders' equity 123,952,023 112,193,501
------------ -----------
$ 141,799,774 $131,000,392
============ ===========
/TABLE
Suburban Lodges of America, Inc.
Consolidated Statements of Operations
Mar 31, 1996 Mar 31, 1997
------------ ------------
REVENUE:
Room revenue $1,366,141 $3,449,567
Other hotel revenue 86,322 237,927
Franchise and other revenue 216,860 235,170
--------- ---------
Total revenue 1,669,323 3,922,664
--------- ---------
COSTS AND EXPENSES:
Hotel operating expenses 652,581 1,867,721
Corporate operating expenses 274,022 400,959
Related party consulting 6,000
Depreciation and amortization 116,250 466,000
--------- ---------
Total costs and expenses 1,048,853 2,734,680
--------- ---------
OPERATING INCOME 620,470 1,187,984
INTEREST INCOME 769,972
INTEREST EXPENSE (286,280) (1,247)
--------- ---------
334,190 1,956,709
INCOME TAX EXPENSE (26,561) (699,528)
--------- ---------
NET INCOME $307,629 $1,257,181
========= =========
Earnings per common share $0.11
=====
Pro forma earnings per share $0.06
=====
Weighted average shares outstanding 3,322,251 11,733,061
========= ==========
/TABLE
Suburban Lodges of America, Inc.
Statements of Cash Flows
Three Months
-----------------------------
1996 1997
-------- -----------
OPERATING ACTIVITIES:
Net income $ 307,629 $ 1,257,181
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 116,250 466,000
Changes in assets and liabilities:
Trade receivables, net (11,125)
Prepaid expenses and other assets (260,471) (214,726)
Advances to affiliates (25,000) 24,000
Current deferred tax asset 26,561 (10,000)
Noncurrent deferred tax asset 173,401
Deferred expenses, net (318,901)
Accounts payable, trade 67,630 (70,806)
Accrued expenses 108,221 409,113
Accrued interest (6,103) (84,564)
Unearned franchise fees 63,000
Noncurrent deferred tax liability 64,003
Income taxes payable 398,919
------------ -----------
Net cash provided by operating 334,717 2,145,495
------------ -----------
INVESTING ACTIVITIES:
Construction accounts payable (208,524) (1,746,056)
Capital expenditures (1,593,030) (10,278,817)
---------- -----------
Net cash used in investing activities (1,801,554) (12,024,873)
------------ -----------
FINANCING ACTIVITIES:
Repayment of debt from acquisition properties (12,470,420)
Proceeds from issuance of long-term debt 1,742,203
Principal payments on long-term debt (79,844)
Payments on advances to affiliates 40,000
Payments on capital lease obligations (6,291)
Offering costs (28,184)
Distributions to partners (149,500)
------------ -----------
Net cash provided by financing activities 1,546,568 (12,498,604)
------------ -----------
NET CHANGE IN CASH AND CASH EQUIVALENTS 79,731 (22,377,982)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 687,432 78,340,278
------------ -----------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 767,163 $55,962,296
========= ==========
/TABLE
Suburban Lodges of America, Inc.
Notes to Financial Statements
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited 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 generally accepted accounting principles for
complete financial statements have been omitted. In the opinion of
management, all adjustments, consisting of normal recurring adjustments,
which are necessary for a fair presentation of financial position and
results of operations have been made. These interim financial statements
should be read in conjunction with the consolidated historical financial
statements and notes thereto, presented in the Company's Annual Report on
Form 10-K for the year ended December 31, 1996, and the Company's
Registration Statement on Form S-1(No. 333-3876), as amended, (the
"Registration Statement") and the Company's prospectus, dated May 23,
1996, filed with the Securities and Exchange Commission.
All significant intercompany balances and transactions have been
eliminated.
1. EARNINGS PER SHARE
Earnings per common share for the three month period ended March 31,
1997 are computed by dividing net income by the weighted average shares
outstanding for the period.
Prior to May 28, 1996, the assets of the Company were owned and
operated by Suburban Lodges of America, Inc. and its affiliates and the
Predecessor Entities. The outstanding shares or other equity interests
of the Predecessor Entities differ substantially from the shares of
common stock of the Company outstanding after the Offering. Accordingly,
the Company believes that the presentation of historical per share
information may not be meaningful.
The pro forma earnings per share for the three month period ended
March 31, 1996 have been calculated by dividing net income adjusted to
provide for income taxes (approximately $125,000 for the three month
period ended March 31, 1996) assuming a 37.5% effective tax rate by the
weighted average number of shares of common stock deemed to be
outstanding during the period. Prior to May 29, 1996, the Company was
not fully subject to income taxes because it consisted of partnerships
and limited liability companies; however, if they had been subject to
income taxes, pro forma net income after taxes would have been
approximately $208,869 for the three month period ended March 31, 1996.
In accordance with Accounting Principles Board Opinion No. 15, the
Company has also computed supplemental earnings per common share to be
$0.06 for the three month period ended March 31, 1996. Supplemental net
income of approximately $374,000 for the three month period ended March
31, 1996 has been computed by adjusting historical net income for ( i )
the elimination of interest expense on debt repaid with a portion of the
proceeds of the Offering; (ii) the inclusion of certain additional
corporate
Page 6
operating expenses; (iii) adjustments to depreciation and amortization;
(iv) the inclusion of Forest Park for the entire period; and (v) the
computation of income taxes for the period at a rate of 37.5%. For the
period January 1, 1996 to May 29, 1996, the supplemental weighted average
number of common shares outstanding is based upon outstanding shares for
the beginning of the period of 6,622,251 which were shares issued in
connection with the Corporate Organization and its related stock split
and the offering as described in the Company's Registration Statement.
Through May 29, 1996, shares outstanding for purposes of computing
supplemental earnings per share exclude 1,925,705 shares issued relative
to amounts used for general corporate purposes.
Page 7
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.
Suburban Lodges of America, Inc.
Date: September 15, 1997 By: /s/ DAVID E. KRISCHER
David E. Krischer
Chairman of the Board,
President
Chief Executive Officer
Date: September 15, 1997 By: /s/ TERRY J. FELDMAN
Terry J. Feldman
Vice President
Chief Financial Officer
(Principal Financial Officer)