UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 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.
-----------------------------------------------------
(Exact Name of registrant as specified in its charter)
Georgia 58-1781184
- ------------------------ --------------------------------
(State of Incorporation) (IRS Employer Identification No.)
1000 Parkwood Circle
Suite 850
Atlanta, Georgia 30339
-----------------------------------------------------------
(Address of principal executive office, including zip code)
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
September 30, 1997:
12,129,227
Suburban Lodges of America, Inc.
INDEX
PART I. FINANCIAL INFORMATION
PAGE
Item 1. Financial Statements
Consolidated Balance Sheets at December 31, 1996
and September 30, 1997 (unaudited) 3
Consolidated Statements of Operations for the three
month and nine month periods ended September 30, 1996
and September 30, 1997 (unaudited) 4
Statements of Cash Flows for the nine month periods
ended September 30, 1996 and September 30, 1997
(unaudited) 5
Notes to Financial Statements 6-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-11
PART II. OTHER INFORMATION AND SIGNATURES
Signatures 12
Page 2
SUBURBAN LODGES OF AMERICA, INC.
CONSOLIDATED BALANCE SHEETS
December 31, September 30,
1996 1997
------------ -------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $78,340,278 $17,518,551
Cash, restricted - 16,000,000
Accounts receivable, trade 95,158 211,730
Prepaid and other assets 1,075,057 2,604,447
Advances to affiliates 50,000 -
Current deferred tax asset 55,026 65,026
----------- -----------
Total current 79,615,519 36,399,754
----------- -----------
NONCURRENT DEFERRED TAX ASSET 375,118 201,717
DEFERRED EXPENSES-net 265,651 569,805
NOTES RECEIVABLE - 2,400,000
INVESTMENT IN FACILITIES- at cost:
Land 4,351,868 10,498,060
Building 31,069,119 71,754,130
Furniture and fixtures 2,405,849 4,253,639
Equipment 1,414,595 2,994,143
Construction in progress 14,224,492 44,924,267
----------- -----------
53,465,923 134,424,239
Less accumulated depreciation (2,721,819) (4,457,408)
----------- -----------
Net investment in facilities 50,744,104 129,966,831
----------- -----------
$131,000,392 $169,538,107
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable, trade 758,209 646,119
Construction accounts payable 2,025,518 9,448,618
Notes payable-bank - 5,000,000
Accrued expenses and other 403,219 1,217,564
liabilities
Accrued interest 94,042 -
Unearned franchise fees 297,820 362,950
Income taxes payable 228,083 5,511
----------- -----------
Total current 3,806,891 16,680,762
DEFERRED INCOME TAX PAYABLE - 64,003
LONG-TERM DEBT AND CAPITAL LEASE
OBLIGATIONS 15,000,000 25,000,000
----------- -----------
Total liabilities 18,806,891 41,744,765
SHAREHOLDERS' EQUITY:
Common stock 115,258 121,776
Additional paid-in capital 110,063,881 120,500,580
Retained earnings 2,014,362 7,170,986
Total capital 112,193,501 127,793,342
----------- -----------
$131,000,392 $169,538,107
============ ============
Page 3
SUBURBAN LODGES OF AMERICA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) (Unaudited)
Three Months Ended Nine Months Ended
Sep 30, 1996 Sep 30, 1997 Sep 30, 1996 Sep 30, 1997
------------ ------------ ------------ ------------
REVENUE:
Room revenue $2,302,376 $5,737,979 $5,329,032 $14,174,318
Other hotel revenue 167,810 556,781 381,416 1,237,622
Franchise and other revenue 189,980 709,813 702,575 1,160,966
---------- ---------- ---------- -----------
Total revenue 2,660,166 7,004,573 6,413,023 16,572,906
---------- ---------- ---------- -----------
COSTS AND EXPENSES:
Hotel operating expenses 1,146,103 3,112,483 2,578,303 7,442,544
Corporate operating expenses 377,067 596,033 974,163 1,451,632
Related party consulting - - 10,000 -
Depreciation and amortization 191,319 719,025 438,042 1,822,550
---------- ---------- ---------- -----------
Total costs and expenses 1,714,489 4,427,541 4,000,508 10,716,726
---------- ---------- ---------- -----------
OPERATING INCOME 945,677 2,577,032 2,412,515 5,856,180
INTEREST INCOME 208,147 464,094 347,228 1,786,090
INTEREST EXPENSE - (14,079) (553,943) (26,854)
OTHER INCOME - 93,162 - 93,162
---------- ---------- ---------- -----------
INCOME BEFORE INCOME TAX 1,153,824 3,120,209 2,205,800 7,708,578
INCOME TAX EXPENSE 432,684 994,273 585,860 2,551,899
---------- ---------- ---------- -----------
NET INCOME $721,140 $2,125,936 $1,619,940 $5,156,679
========== ========== ========== ===========
Earnings per common share $0.08 $0.18 $0.43
========== ========== ===========
Pro forma earnings per share $0.23
Weighted average shares =========
outstanding 8,547,829 12,129,227 12,000,441
========== ========== ===========
Pro forma weighted average shares
outstanding 5,918,623
=========
Page 4
Suburban Lodges Of America, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended September 30,
1996 1997
---------- ----------
OPERATING ACTIVITIES:
Net income $1,619,940 $5,156,679
Non cash transactions
Depreciation and amortization 438,042 1,822,550
Changes in assets and liabilities:
Trade receivables, net - (116,572)
Prepaid expenses and other assets (488,344) (1,529,390)
Advances to affiliates (95,000) 50,000
Current deferred tax asset (60,091) (10,000)
Noncurrent deferred tax asset - 173,401
Deferred expenses, net (163,916) (391,170)
Notes receivable - (2,400,000)
Accounts payable, trade 305,314 (112,090)
Accrued expenses 251,571 814,345
Accrued interest (137,228) (94,042)
Unearned franchise fees 106,730 65,130
Noncurrent deferred tax liability - 64,003
Income taxes payable 380,651 (222,572)
----------- -----------
Net cash provided by operating 2,157,669 3,270,272
----------- -----------
INVESTING ACTIVITIES:
Capital expenditures (26,819,502) (57,958,316)
Construction accounts payable 583,729 7,423,100
----------- -----------
Net cash used in investing activities (26,235,773) (50,535,216)
----------- -----------
FINANCING ACTIVITIES:
Repayment of debt from acquisition properties - (12,470,420)
Proceeds from issuance of long-term debt 2,814,967 10,000,000
Principal payments on long-term debt (14,981,894) -
Payments on advances to affiliates (1,624,909) -
Proceeds from short-term debt - 5,000,000
Payments on capital lease obligations (25,845) -
Additions to loan closing costs (250,000) -
Offering costs - (86,363)
Net proceeds from stock issuance 57,806,354 -
Distributions to partners (638,641) -
----------- -----------
Net cash provided by
financing activities 43,100,032 2,443,217
----------- -----------
NET CHANGE IN CASH AND CASH EQUIVALENTS 19,021,928 (44,821,727)
CASH, CASH EQUIVALENTS, and CASH, RESTRICTED
AT BEGINNING OF PERIOD 687,432 78,340,278
----------- -----------
CASH, CASH EQUIVALENTS, and CASH, RESTRICTED
AT END OF PERIOD $19,709,360 $33,518,551
=========== ===========
Page 5
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. 333-2876), 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.
2. EARNINGS PER SHARE
Earnings per common share for the three month period ended
September 30, 1997 are computed by dividing net income by the
weighted average shares outstanding for the period.
Prior to May 29, 1996, the assets of the Company were owned
and operated by Suburban Lodges of America, Inc. and its
subsidiaries and the limited liability companies and partnerships
(collectively, the "Predecessor Entities") which owned and
operated 16 Suburban Lodge hotels in operation, construction or
development immediately prior to the Company's initial public
offering (the "IPO"). The transactions whereby the Company
purchased the Predecessor Entities are referred to herein as the
"Corporate Organization." 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
IPO. Accordingly, the Company believes that the presentation of
historical per share information may not be meaningful.
The pro forma earnings per share for the nine month period
ended September 30, 1996 have been calculated by dividing net
income adjusted to provide for income taxes (approximately
$827,000 for the nine month period ended September 30, 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 $1,379,000 for the nine month period ended
September 30, 1996.
Page 6
In accordance with Accounting Principles Board Opinion No.
15, the Company has also computed supplemental earnings per
common share to be $.21 for the nine month period ended September
30, 1996. Supplemental net income of approximately $1,573,000
for the nine month period ended September 30, 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 IPO; (ii) the inclusion of certain additional
corporate operating expenses; (iii) adjustments to depreciation
and amortization; (iv) the inclusion of the Forest Park hotel 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 the outstanding number of
shares for the beginning of the period of 6,622,251, which shares
were issued in connection with the Corporate Organization and the
related stock split and the IPO, as described in the 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. All shares outstanding (8,547,829) are included in the
calculation of supplemental weighted average shares for the
period May 30, 1996 to September 30, 1996. Based upon the above,
supplemental weighted average shares outstanding for the nine
month period ended September 30, 1996 are 7,496,873.
Page 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
COMPARISON OF THE QUARTER ENDED SEPTEMBER 30, 1997 TO THE QUARTER
ENDED SEPTEMBER 30, 1996
Total revenue for the quarter ended September 30, 1997 was
approximately $7,005,000, which was an increase of $4,344,000, or
163%, over the quarter ended September 30, 1996. Room revenue
for the quarter increased by approximately $3,436,000, of which
approximately $1,558,000 was attributable to the opening and full
quarter to date results of the 13 hotels which were not open a
full year as of September 30, 1996. Approximately $1,162,000 of
this increase relates to the acquisition of four existing hotels
by the Company on February 28, 1997. In addition, an increase of
approximately $716,000 in revenue was attributable to hotels open
more than one year as of September 30, 1997 (hotels open more
than a year as of a particular date are identified as "same store
hotels"). The increase in same store hotel room revenue reflects
the addition of three hotels, an increase in the average weekly
rate ("AWR") from $153.54 to $153.82, and a decrease in occupancy
of 3.2%. Occupancy for all Company hotels increased from 85.8%
to 90.5%; however, the AWR for all Company hotels decreased from
$174.52 to $158.86, due to the impact of the 1996 Olympic Games
on several Atlanta hotels. In addition, other hotel revenues
increased approximately $389,000 for the quarter ended September
30, 1997, compared to the quarter ended September 30, 1996.
Franchise and other revenue from corporate operations for
the quarter ended September 30, 1997, which includes management,
franchise and development revenue, was approximately $710,000,
compared to $190,000 for the quarter ended September 30, 1996.
Franchise revenue for the quarter increased approximately
$106,000, from $129,000 in 1996 to $235,000 in 1997. The
additional franchise revenue reflects an increase of $68,000 in
initial franchise fees, representing five hotel openings in the
quarter ended September 30, 1997 compared to three hotel openings
in the quarter ended September 30, 1996, and an increase of
$38,000 in royalties and other charges on open hotels.
Development and construction revenue increased approximately
$376,000 as a result of fees earned on 11 agreements to develop
hotels for franchisees.
Hotel operating expenses increased approximately $1,966,000,
or 172%, to approximately $3,112,000 for the quarter ended
September 30, 1997, from approximately $1,146,000 for the quarter
ended September 30, 1996. The majority of this increase, or
approximately $1,383,000, pertains to the opening and quarter to
date expenses for the 13 hotels which opened in 1997 and the four
hotels acquired in February 1997. The balance of the increase in
hotel operating expenses of $583,000 relates to expenses at the
three additional hotels open for the year as of September 30,
1997, as well as increases in expenses at the hotels open for a
year as of September 30, 1996. Hotel operating margins at all
Company hotels decreased from 53.5% to 50.8% from September 30,
1996 to September 30, 1997, reflecting the fixed overhead related
to property operations during the ramp-up period.
Corporate operating expenses increased $219,000, or
approximately 58%, to $596,000, due to additional staffing in
the financial, management and development segments of the
business, insurance, legal and professional fees associated with
Page 8
being a public company, increased rent and related office
expenses and expanded travel related expenses. Depreciation and
amortization increased to $719,000 from approximately $191,000 as
a result of the hotels opened or acquired since September 30,
1996. In addition, the Company incurred loan amortization costs
associated with the Company's line of credit (the "Line of
Credit") with PNC Bank, Kentucky, Inc. ("PNC").
Interest expense increased to $14,000 for the quarter ended
September 30, 1997. After the Company completed the IPO on May
29, 1996, the excess funds were invested to generate interest
income for the quarter ended September 30, 1996 of approximately
$208,000. For the quarter ended September 30, 1997, the increase
in interest income to approximately $464,000 was due to higher
invested cash balances partially resulting from borrowings under
the Line of Credit. Income tax expense increased by $562,000
compared to the comparable period in 1996. The effective tax
rate of 32% for the quarter ended September 30, 1997 reflects the
rate applicable for tax-free interest income and other tax
related factors.
COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 1997 TO THE
NINE MONTHS ENDED SEPTEMBER 30, 1996
Total revenue for the nine months ended September 30, 1997
was approximately $16,573,000, an increase of $10,160,000 or
158%, over the nine month period ended September 30, 1996. Room
revenue for the period increased by approximately $8,845,000, of
which approximately $3,703,000 was attributable to the opening
and year to date results for the 13 hotels which were not open a
full year as of September 30, 1997. Approximately $2,703,000 of
this increase relates to the four hotels acquired in February
1997. In addition, hotels open more than a year as of September
30, 1997 experienced an increase of $2,439,000 in room revenue,
due primarily to the additional revenue at the three hotels
included in the same store results for the nine months ended
September 30, 1997. The same store hotels had a decrease in
occupancy from 96.6% to 93.3% and a decrease in AWR from $151.39
to $149.38. The increase in total room revenue for all Company
hotels reflects the additional revenue from new or acquired
hotels, as noted above, but this increase was partially offset by
a decrease in occupancy from 92.0% to 88.0% as a result of the
lease-up of new hotels. In addition, AWR for all Company hotels
decreased from $157.59 to $154.50, due to rate adjustments at
some existing hotels as well as the overall impact of the 1996
Olympic Games in Atlanta.
Franchise and other revenue from corporate operations for
the nine month period ended September 30, 1997, which includes
management, franchise and development revenue, was approximately
$1,161,000, compared to $703,000 for the nine month period ended
September 30, 1996. Franchise revenue for the period increased
$179,000, or approximately 62%, from $288,000 in 1996 to $467,000
in 1997. The additional franchise revenue reflects an increase
in initial franchise fees of approximately $109,000 on nine new
hotels opened in 1997, compared to fees for six hotels during the
same period in 1996. In addition, royalties and other franchise
revenue increased approximately $70,000. Development and
construction revenue increased approximately $258,000 as a result
of fees earned from 13 agreements to develop hotels for
franchisees.
Page 9
Hotel operating expenses increased $4,865,000, or
approximately 189%, to $7,443,000 for the nine month period ended
September 30, 1997, from $2,578,000 for the nine month period
ended September 30, 1996. The majority of this increase, or
$2,202,000, reflects the opening and full year to date expenses
for the 13 hotels which were not open during the entire year as
of September 30, 1997, and approximately $1,113,000 relates to
the four hotels acquired in February 1997. In addition, hotels
open more than one year as of September 30, 1997, including the
three additional hotels for 1997, reflect an increase of
$1,549,000. Hotel operating margins for all Company hotels
decreased from 54.8% to 51.7% from September 30, 1996 to
September 30, 1997, due primarily to fixed operating costs
associated with new hotels during the lease-up period, as well as
higher costs related to several same store hotels. Much of this
cost relates to the hiring of additional hotel personnel in the
current quarter in anticipation of the many hotel openings
scheduled for the fourth quarter of 1997.
Depreciation and amortization increased from $438,000 to
$1,823,000, principally as a result of the 17 hotels opened or
acquired since January 1, 1997.
Corporate operating expenses increased $477,000, or
approximately 49%, to $1,452,000, due to additional staffing in
the financial, management and development segments of the
business, legal and professional fees associated with being a
public company, and the expenses of executive compensation and
benefit plans.
Interest expense during the nine month period ended
September 30, 1997 decreased to $27,000 from $554,000 during the
nine month period ended September 30, 1996. The decrease is
primarily attributable to the use of a portion of the net
proceeds from the IPO to retire all the then existing debt.
Income tax expense increased by $1,966,000 compared to 1996,
because the Company became a taxable entity on May 29, 1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company applied a portion of the net proceeds from the
IPO to the repayment of approximately $21 million in debt, plus
accrued interest, and paid approximately $7.6 million in
connection with the acquisition of certain hotels as part of the
Corporate Organization, leaving approximately $30 million
available for development of additional Suburban Lodge hotels and
general corporate purposes.
On November 25, 1996, the Company received approximately
$53.0 million in net proceeds in connection with the public
offering of 3,000,000 shares of the Company's common stock (the
"November Offering"). Since the IPO, the Company has used the
remaining net proceeds from the IPO, the November Offering, and
cash flow from operations to fund development and construction of
additional hotels and for working capital. On February 28, 1997,
the Company acquired four Suburban Lodge hotels from certain of
its franchisees and their affiliates and utilized approximately
$12.5 million in cash to pay off the existing debt related to
such hotels. As of September 30, 1997, the Company had
approximately $34 million in cash and cash equivalents and had
borrowed $25 million under the Line of Credit and another $5
Page 10
million under a separate loan with PNC. These funds are targeted
for future acquisitions and construction and development of
additional hotels.
The Company anticipates that the total cost to complete
construction of the 16 Company-owned hotels expected to open by
the end of 1997 will be approximately $24 million. The Company
intends to fund the development and construction of these hotels
with existing cash balances, and cash flow from operations.
While the Company anticipates that there may be some markets
where, due to a number of factors (such as the increased cost of
using union subcontractors), its development costs will be
higher, overall the Company anticipates that in the immediate
future a typical 136-guest room Suburban Lodge hotel will cost
approximately $3.9 million (approximately $29,000 per guest
room).
The Company has obtained a commitment from PNC to increase
the Line of Credit to $50 million and a preliminary agreement
from its lenders to increase the Line of Credit to $150 million,
which is subject to obtaining other participating lenders and the
satisfaction of other conditions. The Line of Credit matures
March 31, 1999 and bears interest, at the Company's option, at
(i) the higher of PNC's prime rate plus three-quarters of one
percent or the federal funds rate plus one and one quarter
percent or (ii) the Euro-Rate plus two and one quarter percent.
The Line of Credit is secured by substantially all of the
Company's assets. The Line of Credit restricts, among other
items, the incurrence of indebtedness, the sale of assets, the
incurrence of liens, the concentration of hotel locations, and
the payment of any cash dividends. In addition, the Company is
required to satisfy, among other items, certain financial
performance criteria, including minimum net worth levels and
minimum levels of earnings before interest, taxes, depreciation
and amortization. As of September 30, 1997, the Company had
fully utilized the Line of Credit.
In the future, the Company may seek to increase the amount
of its credit facilities, negotiate additional credit facilities
or issue corporate debt or equity securities. Any debt incurred
or issued by the Company may be secured or unsecured, fixed or
variable rate interest and may be subject to such terms as the
Board of Directors of the Company deems prudent.
The Company believes that existing cash balances, cash
generated from operations and borrowings under the Line of Credit
will be sufficient to meet the Company's working capital and
capital expenditure needs through the end of 1999. However,
additional capital will be necessary for the Company to execute
its long-term development plans.
Page 11
PART II. OTHER INFORMATION AND SIGNATURES
Item 5. Other Information
On October 14, 1997, the Company received approximately
$79.9 million in net proceeds in connection with the public
offering of 3,300,000 shares of the Company's common stock.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 - Financial Data Schedule (For SEC use only)
(b) Reports on Form 8-K
None
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: November 7 , 1997 By: /s/ DAVID E. KRISCHER
David E. Krischer
Chairman of the Board,
President
Chief Executive Officer
Date: November 7 , 1997 By: /s/ TERRY J. FELDMAN
Terry J. Feldman
Vice President
Chief Financial Officer
(Principal Financial Officer)