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 June 30, 2002
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 | |
Number of shares of common stock outstanding as of August 5, 2002: 7,173,985
1
JANUS HOTELS AND RESORTS, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002
Part I. Financial Information Page No.
------
Item 1. Financial Statements
Unaudited Consolidated Balance Sheets As Of June 30, 2002
and December 31, 2001 3
Unaudited Consolidated Statements Of Operations For The
Three Months Ended June 30, 2002 and 2001 4
Unaudited Consolidated Statements Of Operations For The Six
Months Ended June 30, 2002 and 2001 5
Unaudited Consolidated Statements Of Cash Flows For The Six
Months ended June 30, 2002 and 2001 6
Notes To Unaudited Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis Of Financial Condition
and Results of Operations 10
Part II. Other Information 14
Signature Page 15
2
JANUS HOTELS AND RESORTS, INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2002 AND DECEMBER 31, 2001
June 30, December 31,
2002 2001
----------- ------------
ASSETS
Current assets:
Cash and cash equivalents $ 5,471,111 $ 7,097,345
Restricted cash 3,896,535 2,405,747
Accounts receivable 2,347,133 2,107,968
Current portion of notes receivable 345,216 2,208,716
Other current assets 184,600 196,512
----------- -----------
Total current assets 12,244,595 14,016,288
----------- -----------
Property and equipment, net 85,984,210 87,150,167
Mortgage notes receivable 2,983,284 3,029,629
Goodwill, net 7,133,384 7,133,384
Deferred tax asset 714,000 60,000
Replacement reserve 3,226,280 3,415,089
Other assets 2,358,904 2,186,566
----------- -----------
$114,644,657 $116,991,123
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt $ 1,352,960 $ 1,362,735
Current maturity of accelerated long-term debt 42,266,372 42,266,372
Current portion of long-term debt 5,431,091 5,073,196
Accounts payable 2,475,414 2,743,269
Accrued expenses 4,121,780 3,417,549
----------- -----------
Total current liabilities 55,647,617 54,863,121
----------- -----------
Long-term debt, net of current portion 32,860,164 33,817,936
Deferred tax liabilities 2,282,000 2,282,000
Minority interest - 91,113
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 and 11,804,195 shares issued, respectively 118,046 118,043
Additional paid-in capital 36,059,991 36,059,511
Accumulated deficit (9,022,952) (7,791,473)
Treasury stock, 4,561,671 and 3,880,809 common shares, at cost, respectively (3,300,240) (2,449,159)
----------- -----------
Total stockholders' equity 23,854,876 25,936,953
----------- -----------
$114,644,657 $116,991,123
=========== ===========
See notes to unaudited consolidated financial statements.
3
JANUS HOTELS AND RESORTS, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001
2002 2001
----------- -----------
Revenues:
Room and related services $ 7,558,999 $ 8,320,527
Food and beverage 2,608,312 2,548,463
Management fees 760,072 844,174
Other 230,204 264,722
---------- ----------
Total revenues 11,157,587 11,977,886
---------- ----------
Operating expenses:
Direct:
Room and related services 1,849,307 2,161,121
Food and beverage 1,947,994 1,993,162
Selling and general 603,864 531,799
---------- ----------
Total direct expenses 4,401,165 4,686,082
---------- ----------
Occupancy expenses 1,360,963 1,525,729
Selling, general and administrative expenses 2,904,150 3,024,399
Depreciation 986,906 983,297
Amortization 46,130 88,007
---------- ----------
Total operating expenses 9,699,314 10,307,514
---------- ----------
Operating income 1,458,273 1,670,372
Other income (expense):
Interest expense (1,649,093) (1,711,232)
Interest income 98,827 105,616
Gain (loss) from sale of property - (770,733)
---------- ----------
Income (loss) from continuing operations before income taxes and minority interest (91,993) (705,977)
Provision (credit) for income taxes (672,000) (133,000)
---------- ----------
Income (loss) from continuing operations before minority interest 580,007 (572,977)
Minority interest - (209,270)
---------- ----------
Income (loss) from continuing operations 580,007 (363,707)
Gain on disposal of discontinued operations, net of taxes 17,415 17,414
---------- ----------
Net income (loss) 597,422 (346,293)
Less preferred dividend requirement 58,125 58,125
---------- ----------
Net income (loss) applicable to common stock $ 539,297 $ (404,418)
========== ==========
Basic income (loss) per common share:
Income (loss) from continuing operations $ 0.07 $ (0.05)
Gain on disposal of discontinued operations - -
----- ------
Net income (loss) $ 0.07 $ (0.05)
====== =======
Diluted income (loss) per common share:
Income (loss) from continuing operations $ 0.07 $ (0.05)
Gain on disposal of discontinued operations - -
----- ------
Net income (loss) $ 0.07 $ (0.05)
====== =======
Weighted average common shares:
Basic 7,242,691 7,973,505
========= =========
Diluted 7,242,691 7,973,505
========= =========
See notes to unaudited consolidated financial statements.
4
JANUS HOTELS AND RESORTS, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
2002 2001
-------- --------
Revenues:
Room and related services $13,189,445 $15,089,805
Food and beverage 4,747,653 4,805,442
Management fees 1,415,814 1,616,609
Other 411,677 497,196
---------- ----------
Total revenues 19,764,589 22,009,052
---------- ----------
Operating expenses:
Direct:
Room and related services 3,336,448 4,049,530
Food and beverage 3,639,951 3,806,154
Selling and general 1,151,712 1,044,144
---------- ----------
Total direct expenses 8,128,111 8,899,828
---------- ----------
Occupancy expenses 2,806,399 3,230,386
Selling, general and administrative expenses 5,639,008 5,715,220
Depreciation 1,960,740 1,949,827
Amortization 92,261 175,965
---------- ----------
Total operating expenses 18,626,519 19,971,226
---------- ----------
Operating income 1,138,070 2,037,826
Other income (expense):
Interest expense (3,292,128) (3,430,080)
Interest income 219,589 278,371
Gain (loss) from sale of property - (770,733)
Other (49,590) -
---------- ----------
Income (loss) from continuing operations before income taxes and minority interest (1,984,059) (1,884,616)
Provision (credit) for income taxes (834,000) (629,000)
---------- ----------
Income (loss) from continuing operations before minority interest (1,150,059) (1,255,616)
Minority interest - (206,455)
---------- ----------
Income (loss) from continuing operations (1,150,059) (1,049,161)
Gain on disposal of discontinued operations, net of taxes 34,830 34,829
---------- ----------
Net income (loss) (1,115,229) (1,014,332)
Less preferred dividend requirement 116,250 116,250
---------- ----------
Net income (loss) applicable to common stock $(1,231,479) $(1,130,582)
========== ==========
Basic income (loss) per common share:
Income (loss) from continuing operations $ (0.17) $ (0.14)
Gain on disposal of discontinued operations - -
------ ------
Net income (loss) $ (0.17) $ (0.14)
====== ======
Diluted income (loss) per common share:
Income (loss) from continuing operations $ (0.17) $ (0.14)
Gain on disposal of discontinued operations - -
------ ------
Net income (loss) $ (0.17) $ (0.14)
====== ======
Weighted average common shares:
Basic 7,325,365 8,209,401
========= =========
Diluted 7,325,365 8,209,401
========= =========
See notes to unaudited consolidated financial statements.
5
JANUS HOTELS AND RESORTS, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
2002 2001
---------- ---------
Operating activities:
Net income (loss) $(1,115,229) $(1,014,332)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization 1,960,740 1,949,827
Amortization of intangible assets 93,500 175,965
Deferred taxes (654,000) (494,000)
Minority Interest - (206,455)
Loss on sale of property - 770,733
Loss on note settlement 49,590 -
Changes in operating assets and liabilities:
Accounts receivable (239,165) (380,682)
Other current assets 11,912 8,686
Replacement reserve 188,809 495,489
Other asset (265,838) (375,431)
Accounts payable and accrued expenses 922,263 206,005
---------- ----------
Net cash provided by operating activities 952,582 1,135,805
---------- ----------
Investing activities:
Purchases of property and equipment (794,783) (1,406,325)
Deposit on property held for sale - (1,650,000)
Collections of notes receivable 56,345 46,346
---------- ----------
Net cash used in investing activities (738,438) (3,009,979)
---------- ----------
Financing activities:
Dividends paid (116,250) (116,250)
Decrease (Increase) in restricted cash (263,878) 538,389
Repurchase of common stock (851,081) (728,444)
Redemption of common stock - (189,593)
Proceeds from short-term borrowings 1,300,174 2,992,574
Repayments of short-term borrowings (1,309,949) (1,947,129)
Proceeds from long-term borrowings - 497,266
Repayments of long-term borrowings (599,877) (1,393,912)
Other 483 -
---------- ----------
Net cash used in financing activities (1,840,378) (347,099)
---------- ----------
Decrease in cash and cash equivalents (1,626,234) (2,221,273)
Cash and cash equivalents, beginning of period 7,097,345 8,244,481
---------- ----------
Cash and cash equivalents, end of period $ 5,471,111 $ 6,023,208
========== ==========
Supplemental disclosure of cash flow data:
Interest paid $ 1,585,161 $ 3,430,080
========== ==========
Taxes paid $ 104,020 $ 205,958
========== ==========
Noncash investing and financing transactions:
Conversion of preferred stock to long-term debt $ - $13,688,080
========== ==========
Acquisition of minority interest through a note $ - $ 600,000
========== ==========
See notes to unaudited consolidated financial statements.
6
JANUS HOTELS AND RESORTS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 -- Unaudited interim financial statements:
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, 2001 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 June 30, 2002 and the consolidated results of
operations and cash flows for the three-month and six-month periods
ended June 30, 2002 and 2001. The results of operations for the periods
presented may not be indicative of those which may be expected for the
full year.
Note 2 -- Organization:
As of June 30, 2002, 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. Another
owned hotel is leased to a third party.
Note 3 - Mortgage notes receivable:
The mortgage note receivable for the sale of the Ramada Inn Kent hotel
was satisfied on March 29, 2002 by a cash payment of $1,819,249 and
short-term notes totaling $246,500.
Note 4 - Goodwill
On January 1, 2002, the Company adopted Statement of Financial
Accounting Standard No. 142 ("SFAS 142"), "Goodwill and Other
Intangible Assets". In accordance with SFAS 142, the Company
discontinued goodwill amortization and tested goodwill for impairment
as of January 1, 2002 determining that no impairment loss was
necessary. The Company will continue to test goodwill for impairment at
least annually. Goodwill was $7,133,384 as of June 30, 2002, and was
unchanged for the quarter and six months then ended. The following
table presents net income on a comparable basis, after adjustment for
goodwill amortization:
Three Months Ended Six Months Ended
-------------------------- ----------------------------
June 30, June 30, June 30, June 30,
2002 2001 2002 2001
-------- ---------- ----------- -----------
Net income (loss) applicable to
common stock:
As reported $539,297 $(404,418) $(1,231,479) $(1,130,582)
Goodwill amortization, net of tax - 29,170 - 58,340
------- -------- ---------- ----------
Adjusted net income (loss) $539,297 $(375,248) $(1,231,479) $(1,072,242)
======= ======== ========== ==========
Basic and diuted earnings (loss)
per common share:
As reported $ 0.07 $ (0.05) $ (0.17) $ (0.14)
===== ====== ====== ======
As adjusted $ 0.07 $ (0.05) $ (0.17) $ (0.13)
===== ====== ====== ======
7
Note 5 - Accelerated long-term debt:
At June 30, 2002, the Company was in default for nonpayment on four
mortgage loans totaling $42,266,372 which are collateralized by hotel
properties with a net book value of $40,823,188 in the vicinity of
Cleveland, Ohio, but which are otherwise non-recourse to the other
assets of the Company. Commencing November 1, 2001, the Company
withheld scheduled principal, interest and escrow payments with respect
to these loans in order to induce the lender to engage in discussions
regarding a reduction in debt service costs. Management believed that
the fixed interest rate on the loans was in excess of current market
rates and repayment of the notes was creating a deficit cash flow based
on current economic conditions. The Company finalized a settlement
agreement with the lender on August 2, 2002, and closed on short-term
financing with The Provident Bank ("Provident") on July 31, 2002. The
Company expects to have long-term financing in place by the end of the
fourth quarter of 2002.
Under the settlement agreement with the lender, the loans were assigned
to Provident for a payment of $38,511,554, inclusive of a forbearance
fee of $180,000 and miscellaneous costs. The Company and the lender
exchanged mutual releases.
The sources of the funds for this payment were as follows:
Loan from Provident $33,500,000
Payment by Company 3,522,454
Replacement reserve 1,489,100
----------
Total $38,511,554
The payment by the Company was made from funds set aside representing
suspended payments.
Provident modified the terms of the original loans by (i) reducing the
aggregate outstanding principal balance to $33,500,000, (ii) changing
the interest rate to a variable rate of the prime rate plus one half of
one percent (.50%), (iii) requiring monthly principal payments based
upon a 20 year amortization schedule, and (iv) changing the maturity
date to August 1, 2003. The four loans continue to be cross-defaulted
and cross-collateralized, meaning that if the Company fails to make
payments with respect to any single property, all four loans will
become immediately due and payable. Provident also required and
received personal guaranties from the Company's majority stockholders,
Louis S. Beck and Harry G. Yeaggy, Chairman of the Board / Chief
Executive Officer and Vice Chairman of the Company, respectively.
The payoff in accordance with the settlement agreement and the
forgiveness of accrued interest and late fees, net of certain closing
costs, results in a pre-tax gain of approximately $6,816,000 which will
be reported in the third quarter of 2002. No currently payable federal
taxes will result from this transaction as the Company has sufficient
net operating losses that will be utilized. The settlement agreement
triggered a test for recoverability of the Cleveland properties by the
Company under the provisions of Financial Accounting Standard No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets ("FAS
144"). The Company has determined that there is no impairment of the
properties based on the test specified in FAS #144 and has obtained
concurrence from its independent auditors. Until such time as long-term
financing is obtained, the $33,500,000 loan from Provident will be
classified as short-term debt in the balance sheet.
Note 6 - Minority interest:
On June 7, 2002, JI Subsidiary, Inc., which was 90% owned by the
Company, was dissolved. The amount due to minority stockholders was
reclassified to accounts payable at June 30, 2002. Funds for
distribution to minority stockholders were disbursed to the Company's
transfer agent in July 2002.
Note 7 - Income taxes:
For the quarter and six months ended June 30, 2002, the Company used an
effective tax rate of 42%. The Company has concluded that it is more
likely than not that the net operating loss for the quarter and six
months will be realized prior to its expiration date.
Note 8 - 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.
8
Note 9 - Subsequent event:
On July 12 and 26, 2002, the Company purchased a total of 68,862 shares
of its common stock in the open market for $68,762.
9
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, 2001.
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, "comparable hotels" means only those hotels owned and
operated by the Company since January 1, 2001 and still owned and operated as of
June 30, 2002.
The Company had net income of $597,422 for the three months ended June 30, 2002
compared to a net loss of $346,293 for the three months ended June 30, 2001.
This change is attributable primarily to the loss on the sale of a property and
the minority interest expense in 2001. The Company had a net loss of $1,115,229
for the six months ended June 30, 2002 compared to a net loss of $1,014,332 for
the six months ended June 30, 2001. This change is attributable primarily to the
items mentioned previously for the second quarter, lower year-to-date results at
several hotel properties and increased insurance costs.
Three Months Ended June 30, 2002 Compared to the Three Months Ended June 30,
2001
Room and related services revenue decreased 9.2% to $7,558,999 in 2002 from
$8,320,527 in 2001. For comparable hotels: (i) the average daily room rate
decreased to $61.96 for 2002 from $64.15 in 2001; (ii) occupancy decreased in
2002 to 61.5% from 61.8% in 2001; and (iii) room and related services revenue
decreased 5.0% from $7,959,374 in 2001. The Company selectively lowered room
rates in order to maintain occupancy rates at or near 2001 levels.
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 2.4% to $2,608,312 in 2002 from $2,548,463 in 2001.
Management fee income decreased 10.0% to $760,072 in 2002 from $844,174 in 2001.
This decrease is primarily due to lower operating results at managed properties.
Total direct operating expenses decreased 6.1% to $4,401,165 in 2002 from
$4,686,082 in 2001 but increased as a percentage of room and related services
and food and beverage revenues to 43.3% from 43.1%. Total direct operating
expenses decreased 2.5% for comparable hotels.
Occupancy expenses decreased 10.8% to $1,360,963 from $1,525,729 in 2002. At
comparable hotels occupancy expenses decreased 3.8%.
Selling, general and administrative expenses decreased 4.0% to $2,904,150 in
2002 from $3,024,399 in 2001 but increased as a percentage of total revenues to
26.0% from 25.3%. For comparable hotels selling, general and administrative
expenses decreased 0.9%.
Depreciation increased by $3,609 in 2002 from $983,297 in 2001. For comparable
hotels depreciation increased $52,847.
Interest income decreased to $98,827 in 2002 from $105,616 in 2001. This
decrease is due to lower available funds and reduced interest rates.
Interest expense decreased to $1,649,093 in 2002 from $1,711,232 in 2001. The
decrease was attributable to traditional amortization.
There was no minority interest expense in 2002 because during 2001 the Company
acquired the minority interest in Kings Dominion partnership and sold the Days
Inn Pompano hotel.
10
The Company used an effective tax rate of 42% to calculate its tax provision for
the three months ended June 30, 2002. The Company has concluded that it is more
likely than not that the net operating loss for the quarter will be realized
prior to its expiration date.
Six Months Ended June 30, 2002 Compared to the Six Months Ended June 30, 2001
Room and related services revenue decreased 12.6% to $13,189,445 in 2002 from
$15,089,805 in 2001. For comparable hotels: (i) the average daily room rate
decreased to $60.94 for 2002 from $63.92 in 2001; (ii) occupancy decreased in
2002 to 54.8% from 55.0% in 2001; and (iii) room and related services revenue
decreased 5.5% from $13,949,862 in 2001.
Food and beverage revenues decreased 1.2% to $4,747,653 in 2002 from $4,805442
in 2001. This increase is related primarily to decreased occupancy.
Management fee income decreased 12.4% to $1,415,814 in 2002 from $1,616,609 in
2001. This decrease is primarily due to lower operating results at managed
properties which was offset by higher construction supervision fees.
Total direct operating expenses decreased 8.7% to $8,128,111 in 2002 from
$8,899,828 in 2001 but increased as a percentage of room and related services
and food and beverage revenues to 45.3% from 44.7%. Total direct operating
expenses decreased 3.9% for comparable hotels.
Occupancy expenses decreased 13.1% to $2,806,399 from $3,230,386 in 2002. At
comparable hotels occupancy expenses decreased 4.4%.
Selling, general and administrative expenses decreased 1.3% to $5,639,008 in
2002 from $5,715,220 in 2001 but increased as a percentage of total revenues to
28.5% from 26.0%. For comparable hotels selling, general and administrative
expenses increased 2.6%. This increase was attributable to higher wage,
professional, health insurance and general insurance costs.
Depreciation increased by $10,913 in 2002 from $1,949,827 in 2001. For
comparable hotels depreciation increased $107,201.
Interest income decreased to $219,589 in 2002 from $278,371 in 2001. This
decrease is due to lower available funds and reduced interest rates.
Interest expense decreased to $3,292,128 in 2002 from $3,430,080 in 2001. The
decrease was attributable to traditional amortization.
There was no minority interest expense in 2002 because during 2001 the Company
acquired the minority interest in Kings Dominion partnership and sold the Days
Inn Pompano hotel.
The Company has used an effective tax rate of 42% to calculate its tax credit
for the six months ended June 30, 2002. The Company has concluded that it is
more likely than not that the net operating loss for the quarter will be
realized prior to its expiration date.
Liquidity and Capital Resources
Total assets decreased to $114,644,657 at June 30, 2002 from $116,991,123 at
December 31, 2001.
Net cash provided by operating activities decreased to $952,582 in the six
months ended June 30, 2002 from $1,135,805 in the six months ended June 30,
2001. The decrease is primarily the result of the greater loss for the six
months ended June 30, 2002.
Net cash used in investing activities was $738,438 in the six months ended June
30, 2002 compared to cash used in investing activities of $3,009,979 in the six
months ended June 30, 2001. This change is principally attributable to the lower
capital expenditures in 2002 and the deposit on property held for sale in 2001.
The Company plans to spend an additional $832,000 on capital improvements during
the remainder of 2002.
Net cash used in financing activities was $1,840,378 in the six months ended
June 30, 2002 compared to $347,099 used in financing activities in the six
months ended June 30, 2001. The change is the result of lower repayments on
long-term borrowings, as described in the second following paragraph, and the
increase in restricted cash compared to the decrease in 2001.
11
The mortgage note receivable for the sale of the Ramada Inn Kent hotel was
satisfied on March 29, 2002 by a cash payment of $1,819,249 and short-term notes
totaling $246,500. Settlement of the mortgage note resulted in a loss of
$49,590, which is included in Other income (expense).
At June 30, 2002, the Company was in default for nonpayment on four mortgage
loans totaling $42,266,372 which are collateralized by hotel properties with a
net book value of $40,823,188 in the vicinity of Cleveland, Ohio, but which are
otherwise non-recourse to the other assets of the Company. Commencing November
1, 2001, the Company withheld scheduled principal, interest and escrow payments
with respect to these loans in order to induce the lender to engage in
discussions regarding a reduction in debt service costs. Management believed
that the fixed interest rate on the loans was in excess of current market rates
and repayment of the notes was creating a deficit cash flow based on current
economic conditions. The Company finalized a settlement agreement with the
lender on August 2, 2002, and closed on short-term financing with The Provident
Bank ("Provident") on July 31, 2002. The Company expects to have long-term
financing in place by the end of the fourth quarter of 2002.
Under the settlement agreement with the mortgage loan servicer, the loans were
assigned to Provident for a payment of $38,511,554, inclusive of a forbearance
fee of $180,000 and miscellaneous costs. The Company and the lender exchanged
mutual releases.
The sources of the funds for this payment were as follows:
Loan from Provident $33,500,000
Payment by Company 3,522,454
Replacement reserve 1,489,100
----------
Total $38,511,554
The payment by the Company was made from funds set aside representing suspended
payments.
Provident modified the terms of the original loans by (i) reducing the aggregate
outstanding principal balance to $33,500,000, (ii) changing the interest rate to
a variable rate of the prime rate plus one half of one percent (.50%), (iii)
requiring monthly principal payments based upon a 20 year amortization schedule,
and (iv) changing the maturity date to August 1, 2003. The four loans continue
to be cross-defaulted and cross-collateralized, meaning that if the Company
fails to make payments with respect to any single property, all four loans will
become immediately due and payable. Provident also required and received
personal guaranties from the Company's majority stockholders, Louis S. Beck and
Harry G. Yeaggy, Chairman of the Board / Chief Executive Officer and Vice
Chairman of the Company, respectively.
The payoff in accordance with the settlement agreement and the forgiveness of
accrued interest and late fees, net of certain closing costs, results in a
pre-tax gain of approximately $6,816,000 which will be reported in the third
quarter of 2002. No currently payable federal taxes will result from this
transaction as the Company has sufficient net operating losses that will be
utilized. The settlement agreement triggered a test for recoverability of the
Cleveland properties by the Company under the provisions of Financial Accounting
Standard No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets
("FAS 144"). The Company has determined that there is no impairment of the
properties based on the test specified in FAS #144 and has obtained concurrence
from its independent auditors. Until such time as long-term financing is
obtained, the $33,500,000 loan from Provident will be classified as short-term
debt in the balance sheet.
Based upon the current prime rate of 4.75% and the reduction of principal
balance from $42,266,372 to $33,500,000, the Company's monthly principal and
interest payments with respect to the four properties will be $225,738, as
compared to $342,227, prior to the refinancing. The amount of the monthly
payment will increase or decrease if there is a change in the prime rate.
Earnings before interest, taxes, depreciation and amortization ("EBITDA")
decreased to $3,191,071 during the six months ended June 30, 2002 compared to
$4,163,618 for the six months ended June 30, 2001. 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 maintains a number of commercial banking relationships and maintains
aggregate lines of credit totaling $6,500,000, which had $1,838,225 outstanding
at June 30, 2002.
12
The Company's contractual obligations at June 30, 2002, 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, 2001.
In July of 2002, the Company purchased a total of 68,862 shares of its common
stock in the open market for $68,762 at prices between $0.90 and $0.95 per share
plus broker fees. At the date of filing this report, approximately $386,000
remains under board authorization for common share repurchases.
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. Acquisitions of hotels are
expected to be financed through a combination of cash on hand, internally
generated cash, issuance of equity securities and borrowings, some of which is
likely to be secured by assets of the Company.
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 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 impacts of the terrorist attacks of September 11, 2001
on the travel and hospitality industries; the duration and severity of the
recent downturn in the economy; the availability and cost of long-term financing
for the Company's hotel properties; 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.
13
PART II--OTHER INFORMATION
Items 1 to 3
None
Item 4 - Submission of Matters to a Vote of Security Holders
The Company held its annual meeting of stockholders on June 7, 2002.
The following are the results of matters submitted to stockholders for
a vote:
Matter For Withheld
------ --- --------
Election of Directors:
Class C Directors
-----------------
Stephen B. Grossman 6,201,875 13,477
Michael M. Nanosky 6,201,875 13,477
Harry G. Yeaggy 6,201,875 13,477
For Against Abstain
--- ------- -------
Ratification of the appointment of
Grant Thornton LLP as independent
auditors for the year ending
December 31, 2002 6,207,439 3,892 4,021
The following directors terms of office continued after the meeting:
Class A Directors (term expiring at 2003 Annual Meeting)
-----------------
C. Scott Bartlett, Jr..
Louis S. Beck
Lucille Hart-Brown
Richard P. Lerner
Class B Directors (term expiring at 2004 Annual Meeting)
-----------------
Arthur Lubell
Howard C. Nussbaum
Paul Tipps
Item 5 - Other Information
None
Item 6 -- Exhibits and Reports on Form 8-K.
A. Exhibits
The following exhibits are filed as part of this report:
Exhibit No. Description
10.14 Lease agreement between the Company and Beck Group
of Boca dated April 1, 2002
99.1 Certification of Chief Executive Officer
99.2 Certification of Chief Financial Officer
B. Reports on Form 8-K
There were no reports on Form 8-K filed during the three months ended
June 30, 2002.
14
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: August 12, 2002 /s/ Richard A. Tonges
---------------
Richard A. Tonges
-------------------------------------------
Treasurer and Vice President of Finance
(Principal Financial and Accounting
Officer)
15