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Promus Hotel Corp SECURITIES AND EXCHANGE COMMISSION FORM 10-Q Quarterly report pursuant to sections 13 or 15(d) Filing Date: 1997-11-12 | Period of Report: 1997-09-30 SEC Accession No. 0001047469-97-004101 (HTML Version on secdatabase.com) FILER PROMUS HOTEL CORP Mailing Address Business Address 6800 POPLAR AVENUE 6800 POPLAR AVENUE CIK:944647| IRS No.: 621596939 | State of Incorp.:DE | Fiscal Year End: 1231 STE 200 STE 200 Type: 10-Q | Act: 34 | File No.: 001-11463 | Film No.: 97714937 MEMPHIS TN 38138 MEMPHIS TN 38138 SIC: 7011 Hotels & motels 9013745103 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 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 1-11463 PROMUS HOTEL CORPORATION (Exact name of registrant as specified in its charter) Delaware I.R.S. No. 62-1596939 (State of Incorporation) (I.R.S. Employer Identification No.) 755 Crossover Lane Memphis, TN 38117 (Address of principal executive officers) (Zip Code) (901) 374-5000 (Registrant's telephone number, including area code) 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 the number of shares outstanding of each of the issuer's classes of common stock, as of September 30, 1997. Common Stock........49,981,665 shares Page 1 of 36 Exhibit Index Page 33 PART I--FINANCIAL INFORMATION ------------------------------- Item 1. Financial Statements ------------------------------- The accompanying unaudited consolidated condensed financial statements of Promus Hotel Corporation (Promus or the Company), incorporated in the state of Delaware, have been prepared in accordance with the instructions to Form 10-Q, and therefore do not include all information and notes necessary for complete financial statements in conformity with generally accepted accounting principles. The results for the periods indicated are unaudited, but reflect all adjustments (consisting only of normal recurring adjustments) which management considers necessary for a fair presentation of operating results. Results of operations for interim periods are not necessarily indicative of a full year of operations. These consolidated condensed financial statements should be read in conjunction with Promus' consolidated financial statements and notes thereto included in the Company's 1996 Annual Report to Stockholders. As discussed in Note 2, on September 2, 1997, Promus announced the execution of a definitive merger agreement with Doubletree Corporation (Doubletree), which would create one of the country's largest lodging companies. These consolidated condensed financial statements reflect the historical operations of Promus, as of and for the periods ended September 30, 1997, and accordingly, do not contain any adjustments related to the proposed merger transaction. 2 PROMUS HOTEL CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) <TABLE> Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document <CAPTION> SEPT. 30, DEC. 31, (IN THOUSANDS, EXCEPT SHARE AMOUNTS) 1997 1996 ------------------------------------ --------- --------- <S> <C> <C> ASSETS Current assets Cash and cash equivalents.................... $ 3,781 $ 3,700 Receivables, including notes receivable of $713 and $264 less allowance for doubtful accounts of $994 and $1,180................ 25,543 18,307 Deferred income taxes........................ 2,041 932 Prepayments and other........................ 5,942 7,626 -------- ------- Total current assets...................... 37,307 30,565 -------- ------- Land, building, furniture and equipment....... 413,799 439,072 Less: accumulated depreciation................ (109,453) (118,659) -------- ------- 304,346 320,413 Investments in and advances to nonconsolidated affiliates (Note 7)......................... 145,117 186,766 Investment in franchise system................ 49,501 48,750 Deferred costs and other (Note 5)............. 114,267 45,471 ------- ------- $ 650,538 $ 631,965 ------- ------- ------- ------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable............................. $ 16,491 $ 20,753 Accrued expenses............................. 54,314 37,361 Current portion of long-term debt............ 321 288 ------- ------- Total current liabilities................. 71,126 58,402 Long-term debt (Note 3)....................... 213,237 243,682 Deferred credits and other.................... 43,543 40,834 Deferred income taxes......................... 44,931 40,958 ------- ------- 372,837 383,876 ------- ------- Commitments and contingencies (Note 5) Stockholders' equity (Note 4) Common stock, $0.10 par value, 360,000,000 shares authorized, 51,562,101 and 51,404,815 shares outstanding............... 5,156 5,140 Capital surplus.............................. 140,775 136,655 Retained earnings............................ 177,090 90,073 Treasury stock, at cost (1,580,436 and 5,698 shares)..................................... (60,143) (142) Unrealized gain on marketable equity securities, net of related deferred tax liability of $9,715 and $10,844............. 15,195 16,961 Deferred compensation related to restricted stock....................................... (372) (598) ------- ------- 277,701 248,089 ------- ------- $ 650,538 $ 631,965 ------- ------- ------- ------- </TABLE> The accompanying notes are an integral part of these consolidated condensed financial statements. 3 PROMUS HOTEL CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED) <TABLE> THIRD QUARTER ENDED NINE MONTHS ENDED -------------------- -------------------- <S> <C> <C> <C> <C> SEPT. 30, SEPT. 30, SEPT. 30, SEPT. 30, (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 1997 1996 1997 1996 ---------------------------------------- --------- --------- --------- --------- Revenues Company owned hotels Rooms............................................................. $ 28,173 $ 30,405 $ 90,630 $ 93,360 Food and beverage................................................. 1,260 1,446 4,460 4,632 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Other............................................................. 1,660 1,786 5,226 5,530 Franchise and management fees....................................... 34,896 29,522 96,666 77,040 Other............................................................... 8,112 9,659 23,434 23,777 ------- ------- ------- ------- Total revenues.................................................. 74,101 72,818 220,416 204,339 ------- ------- ------- ------- Operating expenses Company owned hotels Rooms............................................................. 13,810 14,890 42,739 44,870 Food and beverage................................................. 1,176 1,430 4,113 4,373 Other............................................................. 2,740 3,074 9,378 9,604 Other operating expenses............................................ 7,397 4,370 23,533 18,935 Depreciation of buildings and equipment............................. 4,866 5,638 16,367 16,793 Corporate expense................................................... 4,278 5,802 11,524 12,440 ------- ------- ------- ------- Total operating expenses........................................ 34,267 35,204 107,654 107,015 ------- ------- ------- ------- Property transactions................................................. 19,759 402 30,508 3,939 ------- ------- ------- ------- Operating income...................................................... 59,593 38,016 143,270 101,263 Interest expense, net of interest capitalized (Note 3)................ (5,734) (7,008) (18,608) (22,409) Dividend income....................................................... 998 1,494 3,924 3,982 Interest and other income............................................. 1,838 931 15,006 3,033 ------- ------- ------- ------- Income before income taxes............................................ 56,695 33,433 143,592 85,869 Provision for income taxes............................................ (22,338) (13,741) (56,575) (35,292) ------- ------- ------- ------- Net income............................................................ $ 34,357 $ 19,692 $ 87,017 $ 50,577 ------- ------- ------- ------- ------- ------- ------- ------- Earnings per share.................................................... $ 0.67 $ 0.38 $ 1.69 $ 0.98 ------- ------- ------- ------- ------- ------- ------- ------- Weighted average shares outstanding................................... 50,933 51,712 51,441 51,659 ------- ------- ------- ------- ------- ------- ------- ------- </TABLE> The accompanying notes are an integral part of these consolidated condensed financial statements. 4 PROMUS HOTEL CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) <TABLE> <CAPTION> NINE MONTHS ENDED --------------------- SEPT. 30, SEPT. 30, (IN THOUSANDS) 1997 1996
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