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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
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Date of Report: August 31, 2000
LODGIAN, INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-14537 52-2093696
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
3445 Peachtree Road, N.E.,
Suite 700, Atlanta, Georgia 30326
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (404) 364-9400
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 31, 2000, the Company sold ten hotels, located in the western United
States to an unaffiliated third party purchaser for $132 million in cash.
Approximately $118 million of the net cash proceeds, after deducting closing
costs and prorations, were used to pay down debt.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Proforma consolidated statements of operations for the years ended
December 31, 2000 and 1999 (unaudited).
(b) Exhibits
99.1 Press release dated September 14, 2000.
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The accompanying proforma consolidated statement of operations is presented as
if the Company had completed the sale as of January 1, 2000. In management's
opinion, all adjustments necessary to reflect the effect of this transaction
have been made. This proforma consolidated statement of operations is not
necessarily indicative of what the actual results of operations would have been
for the year ended December 31, 2000, nor does it purport to represent the
results of operations for future periods.
Presented below are the proforma consolidated statement of operations for the
year ended December 31, 2000 and 1999. No proforma balance sheet is presented
as the effect of this transaction is fully reflected in the Company's Form 10-K
for the year ended December 31, 2000.
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LODGIAN, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2000
(In thousands, except per share data)
(B)
PRO FORMA
ADJUSTMENTS FOR THE COMPANY
SALE OF TEN PRO FORMA
(A) HOTELS CONSOLIDATED
HISTORICAL (UNAUDITED) (UNAUDITED)
---------- --------------- ------------
Revenues:
Rooms $ 422,475 $ 27,914 $ 394,561
Food and beverage 131,333 7,673 123,660
Other 27,089 2,000 25,089
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580,897 37,587 543,310
Operating expenses:
Direct:
Rooms 119,159 7,993 111,166
Food and beverage 94,950 6,428 88,522
Other 16,829 1,045 15,784
General, administrative and other 223,148 10,718 (C) 212,430
Depreciation and amortization 64,794 4,023 60,771
Impairment of long-lived assets 60,688 55,758 (D) 4,930
Severance and restructuring expenses 1,502 -- 1,502
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Total operating expenses 581,070 85,965 495,105
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(173) (48,378) 48,205
Other income (expenses):
Interest income and other 1,374 -- 1,374
Interest expense (97,306) (6,962)(E) (90,344)
Interest hedge break fee (4,294) (4,294)(F) --
Acquisition termination fees (3,500) -- (3,500)
Gain on asset dispositions 298 10 288
Minority interests:
Preferred redeemable securities (12,412) -- (12,412)
Other (665) -- (665)
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Loss before income taxes (116,678) (59,624) (57,054)
Benefit for income taxes (28,723) (23,134) (5,589)
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Net loss $ (87,955) $ (36,490) $ (51,465)
========= ========= =========
Weighted average shares outstanding 28,186 28,186 28,186
========= ========= =========
Net loss per common share, basic and diluted $ (3.12) $ (1.29) $ (1.83)
========= ========= =========
(A) Reflects the historical consolidated statements of operations of the
Company for the year ended December 31, 2000.
(B) Reflects the historical consolidated statement of operations of the
ten hotels for the year ended December 31, 2000.
(C) This amount excludes management fees of $1.5 million allocated by the
Company to these properties and eliminated in consolidation.
(D) Represents the impairment write-down recognized on these properties at
the contract date of the sale.
(E) This amount includes specific interest on debt directly attributable
to these properties and an allocation of interest in the amount of
$379,000 related to Company wide debt of $4.0 million that was repaid
with the proceeds from the transaction.
(F) Represents the amount paid to terminate the interest rate lock
agreement on $54 million of the specific debt paid off with the
proceeds from the transaction.
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The accompanying proforma consolidated statement of operations is presented as
if the Company had completed the sale as of January 1, 1999. In management's
opinion, all adjustments necessary to reflect the effect of this transaction
have been made. This proforma consolidated statement of operations is not
necessarily indicative of what the actual results of operations would have been
for the year ended December 31, 1999, nor does it purport to represent the
results of operations for future periods.
LODGIAN, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999
(In thousands, except per share data)
(B)
PRO FORMA
ADJUSTMENTS FOR THE COMPANY
SALE OF TEN PRO FORMA
(A) HOTELS CONSOLIDATED
HISTORICAL (UNAUDITED) (UNAUDITED)
---------- --------------- ------------
Revenues:
Rooms $ 424,530 $ 29,401 $ 395,129
Food and beverage 139,474 10,672 128,802
Other 28,416 1,756 26,660
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592,420 41,829 550,591
Operating expenses:
Direct:
Rooms 114,590 8,218 106,372
Food and beverage 102,045 8,405 93,640
Other 17,312 1,042 16,270
General, administrative and other 223,856 12,273 (C) 211,583
Depreciation and amortization 59,317 4,853 54,464
Impairment of long-lived assets 37,977 -- 37,977
Write-off of goodwill 20,748 -- 20,748
Severance and restructuring expenses 500 -- 500
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Total operating expenses 576,345 34,791 541,554
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16,075 7,038 9,037
Other income (expenses):
Interest income and other 1,579 -- 1,579
Interest expense (77,409) (9,778)(D) (67,631)
Gain on asset dispositions 1,242 -- 1,242
Minority interests:
Preferred redeemable securities (13,224) -- (13,224)
Other (1,300) -- (1,300)
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Loss before income taxes
and extraordinary item (73,037) (2,740) (70,297)
Benefit for income taxes (20,094) (1,064) (19,030)
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Loss before extraordinary item (52,943) (1,676) (51,267)
Extraordinary item - loss on early
extinguishment of indebtedness, net of income tax
benefit of $4,914 (7,750) -- (7,750)
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Net loss $ (60,693) $ (1,676) $ (59,017)
========= ========= =========
Weighted average shares outstanding 27,222 27,222 27,222
========= ========= =========
Net loss per common share before extraordinary
item, basic and diluted (1.95) (0.06) (1.89)
========= ========= =========
Net loss per common share, basic and diluted $ (2.23) $ (0.06) $ (2.17)
========= ========= =========
(A) Reflects the historical consolidated statement of operations of the
Company for the year ended December 31, 1999.
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(B) Reflects the historical consolidated statement of operations of the
ten hotels for the year ended December 31, 1999.
(C) This amount excludes management fees of $1.7 million allocated by the
Company to these properties and eliminated in consolidation.
(D) This amount includes specific interest on debt directly attributable
to these properties and an allocation of interest in the amount of
$547,000 related to Company wide debt of $4.0 million that was repaid
with the proceeds from the transaction.
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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.
LODGIAN, INC.
By: /s/ Thomas R. Eppich
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Name: Thomas R. Eppich
Title: Chief Financial Officer
Date: March 28, 2001
Exhibit Index
Exhibit No. Description
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99.1 Press release dated September 14, 2000.