-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Psa2KKg2Rd1ybE84+iJRrJxXC7pktD4Lg3J7WYNEe6VU/v51aHw0hwSH7NQua6pv hAh1m+wamlE07BcGuzCfCA== 0000914760-03-000056.txt : 20030331 0000914760-03-000056.hdr.sgml : 20030331 20030331162942 ACCESSION NUMBER: 0000914760-03-000056 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARLINGTON HOSPITALITY INC CENTRAL INDEX KEY: 0000778423 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 363312434 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15291 FILM NUMBER: 03631205 BUSINESS ADDRESS: STREET 1: 2355 SOUTH ARLINGTON HEIGHTS ROAD STREET 2: SUITE 400 CITY: ARLINGTON HEIGHTS STATE: IL ZIP: 60005 BUSINESS PHONE: 8472285400 MAIL ADDRESS: STREET 1: 2355 SOUTH ARLINGTON HEIGHTS ROAD STREET 2: SUITE 400 CITY: ARLINGTON HEIGHTS STATE: IL ZIP: 60005 FORMER COMPANY: FORMER CONFORMED NAME: AMERICA POP INC DATE OF NAME CHANGE: 19871111 FORMER COMPANY: FORMER CONFORMED NAME: AMERIHOST PROPERTIES INC DATE OF NAME CHANGE: 19920703 10-K 1 a32381_k02.txt DECEMBER 31, 2002 ================================================================================ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [x] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended DECEMBER 31, 2002 OR [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 0-15291 ARLINGTON HOSPITALITY, INC. (Exact name of registrant as specified in its charter) DELAWARE 36-3312434 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2355 S. ARLINGTON HEIGHTS RD., SUITE 400, ARLINGTON HEIGHTS, ILLINOIS 60005 - --------------------------------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (847) 228-5400 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of Each Class on which registered ------------------- ------------------------------------------ NONE NONE Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.005 per share ---------------------------------------- (Title of class) 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 by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Sec. 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |X| Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2) of the Act) Yes___ No |X| While it is difficult to determine the number of shares owned by non-affiliates (within the meaning of the term under the applicable regulations of the Securities and Exchange Commission), the registrant estimates that the aggregate market value of the registrant's Common Stock held by non-affiliates on March 27, 2003 (based upon an estimate that 75.04% of the shares are so owned by non-affiliates and upon the closing price for the Common Stock of $3.33) was $12,542,448. ================================================================================ As of March 27, 2003, 5,019,588 shares of the Registrant's Common Stock were outstanding. The following documents are incorporated into this Form 10-K by reference: None PART I ITEM 1. BUSINESS. GENERAL Arlington Hospitality, Inc. and its subsidiaries (collectively, where appropriate, the "Company") is engaged in the development and construction of AmeriHost Inn hotels, and the ownership, operation, management and sale of both AmeriHost Inn hotels and other hotels. The AmeriHost Inn brand was created by the Company in 1989 to provide consistent, cost-effective development and operation of mid-price, limited-service hotels in various markets. After developing and operating the AmeriHost Inn brands for approximately 10 years, the Company sold the AmeriHost Inn brands and franchising rights to Cendant Corporation ("Cendant") in September 2000. Cendant is the world's largest franchising company with hotel brands such as Super 8, Days Inn, Ramada and Wingate. To date, all the Company's AmeriHost Inn hotels have been developed and constructed using a two- or three-story prototype, featuring 60 to 120 rooms, interior corridors and an indoor pool area and generally have been located in smaller town markets. The Company also has designed a four-story AmeriHost Inn & Suites prototype for larger markets. Upon the sale of the AmeriHost Inn brands and franchising rights to Cendant, the Company simultaneously entered into franchise agreements with Cendant for its AmeriHost Inn hotels. The terms of the sale called for an initial payment to the Company by Cendant of approximately $5.5 million upon closing (of which the Company recorded a gain of approximately $5.2 million, net of closing costs, in 2000), plus three subsequent annual payments of $400,000 (two of which were received and recognized in September 2001 and September 2002 with the final payment to be received in September 2003). The sale transaction with Cendant also provided for additional payments and incentives to the Company as the AmeriHost Inn hotel franchise system is expanded. These additional payments and incentives include, for certain time periods and subject to certain limitations as described in Item 7 below, a development incentive fee when a hotel developed and owned by the Company is sold to an operator who enters into an AmeriHost Inn franchise agreement with Cendant and the sharing with the Company of royalty fees paid to Cendant by all other AmeriHost Inn franchisees. In addition, the Company enjoys the benefits of operating hotels under the Amerihost Inn brands under favorable franchise agreements. In conjunction with this transaction, the Company changed its name to Arlington Hospitality, Inc. from Amerihost Properties, Inc. in May 2001. Since 1993, the Company's growth strategy has focused on the expansion of the AmeriHost Inn brand through development and construction. Currently, more than 85% of the Company's hotels are Amerihost Inn-branded properties. The Company's AmeriHost Inn hotels generally have achieved a revenue per available room ("RevPAR") higher than that realized by the Company's other owned hotels, including those operated under national franchise affiliations. The Company primarily focuses on expanding this brand, rather than acquiring or developing hotels under other brand affiliations, and is rewarded for this AmeriHost Inn brand development under the Cendant agreement. As of December 31, 2002, the Company owned, operated or managed 72 hotels located in 17 states, including 62 AmeriHost Inn hotels. -2- The table below sets forth information regarding the Company's hotels at December 31, 2002. Open Under Hotels Construction Total ---------------- ---------------- --------------- Hotels Rooms Hotels Rooms Hotels Rooms ------- ------ ------ ------- ------ ------ Consolidated (1): AmeriHost Inn hotels 53 3,385 3 230 56 3,615 Other brands 8 1,045 - - 8 1,045 ------- ------ ------ ------- ------ ------ 61 4,430 3 230 64 4,660 ------- ------ ------ ------- ------ ------ Unconsolidated: AmeriHost Inn hotels 9 610 1 96 10 706 Other brands 2 228 - - 2 228 ------- ------ ------ ------- ------ ------ 11 838 1 96 12 934 ------- ------ ------ ------- ------ ------ Totals: AmeriHost Inn hotels 62 3,995 4 326 66 4,321 Other brands 10 1,273 - - 10 1,273 ------- ------ ------ ------- ------ ------ 72 5,268 4 326 76 5,594 ======= ====== ====== ======= ====== ====== (1) Consolidated hotels are those in which the Company has a 100% or controlling ownership interest or a leasehold interest.
Unaffiliated third parties also operated 30 AmeriHost Inn hotels under franchise agreements with Cendant as of December 31, 2002, nearly all of which were previously owned and operated by the Company. As of December 31, 2002, according to a franchise system report provided by Cendant, there were a total of 92 AmeriHost Inn hotels with 6,502 rooms in 20 states, including those owned, operated or managed by the Company and by other franchisees. The other brand hotels operated by the Company are franchised through Days Inn, Howard Johnson Express or Ramada Inn, except for one hotel which is operated independently, without a franchise brand. As of December 31, 2002, the Company had four additional AmeriHost Inn hotels under construction, three of which are 100% owned by the Company and one of which is minority-owned. The Company offers complete operational and financial management services, including sales, marketing, quality control, training, purchasing and accounting. This expertise is used for the Company's own account, as well as for joint ventures pursuant to written management contracts. However, under certain management contracts, the Company's joint venture partners or co-managers are responsible for the day-to-day operational management, while the Company provides full financial management and operational consulting and assistance. As of December 31, 2002, the Company managed or co-managed all of the hotels in which it had an ownership interest. Company-managed hotels in which the Company has a minority ownership interest are managed under contracts ranging from one to 10 years, with optional renewal periods of equal length, and which contain provisions under which the Company is paid fees equal to a percentage of total gross revenues for its services. The Company has developed centralized systems and procedures which it believes allow it to manage the hotels effectively and efficiently. The Company may pursue management contracts with additional third parties, including Cendant franchisees, while continuing to manage hotels for current, as well as future, joint ventures. As of December 31, 2002, the Company had 15 projects (one under construction) with joint venture partners, including multiple projects with certain joint venture partners. The Company's joint ventures have taken various forms, including general partnerships, limited partnerships, and limited liability companies. Each joint venture has been formed with respect to a particular hotel project and reflects the characteristics of that project, including the relative contributions, in cash, property or services, of its partners. In most instances, the joint venture has taken the form of a limited partnership or a limited liability company, with a wholly-owned subsidiary of the Company as a general partner or managing member with sole or joint management authority. The Company's subsidiary, as general partner or managing member, -3- has typically received an ownership interest ranging from 1% to 30% for contributing the Company's expertise. In certain cases, the subsidiary also has contributed a minimal amount of cash. The limited partners or members (which may include the Company or its affiliates in some instances) have typically contributed the cash equity required to fund the project and have received interests proportionate to their contributions. A typical joint venture agreement provides that the profits and losses of the entity will be allocated among the partners in proportion to their respective interests. However, the distribution of operating cash flow and asset sale proceeds to the Company in proportion to its ownership interest is often subordinate to the prior return of capital and other distributions payable to the other joint venture partners. In addition, in two joint venture arrangements, the equity interests held by the joint venture partners, including equity interests held by a Director of the Company (see Item 13), are exchangeable into shares of the Company's common stock, and the Company has guaranteed minimum annual distributions to the joint venture partners. As the general partner or managing member, the Company's subsidiary generally has significant management authority with respect to the day-to-day operations of the joint venture. In certain instances, the joint venture agreement or applicable law provides to the other joint venture partners the right to amend the joint venture agreement, approve or prevent a transfer of the general partner's partnership interest, remove the general partner for cause, approve significant transactions or dissolve the joint venture. Furthermore, in certain cases, the Company is obligated and/or has funded operating shortfalls on behalf of the joint ventures, usually in the form of interest-bearing loans. The joint venture agreements do not typically restrict the right of the Company or its affiliates to engage in related or competitive business activities The Company also provides employee leasing services to hotels in which the Company has a minority ownership interest and to hotels owned by unaffiliated third parties, which are managed by the Company. Under its employee leasing program, the Company employs all of the personnel working at the participating hotels and leases them to the hotel owners pursuant to written agreements. Employee leasing allows individual hotel owners with minimal employees to benefit from economies of scale on personnel-related costs that result from the Company's employee population of more than 1,300 hotel employees. The Company's employee leasing agreements typically provide for one-year terms, with automatic one-year renewals. The Company generally receives fees from each participating hotel in an amount equal to the gross payroll costs for the leased employees, including all related taxes and benefits, plus a percentage of the gross payroll. All revenues attributable to development, construction, management and employee leasing services with respect to hotels in which the Company has a 100% or controlling ownership or leasehold interest have been eliminated in consolidation. Additionally, all revenues attributable to development, construction, management and employee leasing services with respect to unconsolidated hotels in which the Company has a minority ownership interest and are accounting for under the equity method, have been eliminated to the extent of the Company's ownership percentage. AMERIHOST INN HOTELS All of the Company's AmeriHost Inn hotels are operated pursuant to 20-year franchise agreements with Cendant. Pursuant to these agreements, the Company has access to the system's reservation system, Internet and global distribution systems, marketing plans and trademarks. The franchise agreements require the Company to maintain both the quality and condition of the hotel, as well as specific operating procedures. The Company's AmeriHost Inn hotels have been designed and constructed using a two- or three-story prototype, featuring 60 to 120 rooms, interior corridors and an indoor pool area. The AmeriHost Inn hotel's amenities and services include a, whirlpool in the indoor pool area, exercise room, meeting room and extensive exterior lighting for added security. The standard AmeriHost Inn guest room features an electronic card-key lock, in-room safe, in-room coffee maker, telephone with data port for personal computer, a work area and a 25" color television with premium cable service or movies on demand. In addition, each AmeriHost Inn hotel typically contains two to 12 whirlpool suites which, in addition to the standard amenities, provide in-room whirlpools, microwave ovens, compact refrigerators and an expanded sitting area. These whirlpool suites generate higher rates than those of a standard room and may build customer loyalty via a room "upgrade." AmeriHost Inn hotels do not contain food and beverage facilities normally associated with full-service hotels. Food service for hotel guests is generally available from adjacent or nearby free-standing restaurants which are independently owned and operated. -4- The Company's AmeriHost Inn hotels are operated or managed in accordance with strict guidelines designed to provide guests with a consistent lodging experience. The Company believes the quality and consistency of the amenities and services provided by the AmeriHost Inn hotels increase guest satisfaction and repeat business. In addition, the AmeriHost Inn brand maintains its Commitment Plus 100% guest satisfaction guarantee program. This program guarantees that every guest will leave satisfied. All AmeriHost Inn employees have the unconditional authority to correct any oversight to the guest's satisfaction, or the guest's money will be refunded, up to 100%. This 100% satisfaction guarantee assists the brand in maintaining its quality and consistency. The Company currently targets smaller town markets with established demand generators such as major traffic arteries, office complexes, industrial parks, shopping malls, colleges and universities or tourist attractions, as the principal location for the development and construction of AmeriHost Inn hotels. An AmeriHost Inn hotel typically is positioned to attract both business and leisure travelers seeking consistent amenities and quality rooms at reasonable rates, generally ranging from $50 to $80 per night. The Company believes its in-house design staff, centralized purchasing program, strict cost controls and experience gained with the construction of more than 100 hotels all contribute to a favorable cost structure for developing and constructing new AmeriHost Inn hotels. Furthermore, due to the centralization of all accounting, purchasing, payroll and other administrative functions, the Company believes each hotel is operated efficiently and effectively with minimal on-site staff. These factors assist the Company in maximizing its return on invested capital, while offering an excellent value to its guests. As part of the Company's overall strategy to expand the AmeriHost Inn hotel brand, the Company has sold 26 of its AmeriHost Inn hotels to Cendant franchisees and intends to pursue the sale of additional AmeriHost Inn hotels in 2003 and beyond. The Company sold three AmeriHost Inn hotels to franchisees in 1999. During 2000, the Company sold four AmeriHost Inn hotels to franchisees, and three joint ventures in which the Company was a partner sold their AmeriHost Inn hotels to franchisees. During 2001, nine AmeriHost Inn hotels operated by the Company were sold to franchisees, and in 2002, seven AmeriHost Inn hotels operated by the Company were sold to franchisees. The net proceeds (after payment of related indebtedness) from such sales have primarily been used by the Company to develop additional AmeriHost Inn hotels. OTHER OWNED HOTELS The Company primarily acquired its non-AmeriHost Inn hotels through joint ventures prior to 1993. These hotels are owned, operated and managed principally as part of a national franchise system under such brands as Days Inn, Howard Johnson Express or Ramada Inn. The Company believes that franchises in smaller markets are important in maintaining occupancy levels, which are supported by the franchisor's national reservation systems, marketing efforts and brand name recognition. The Company's non-AmeriHost Inn hotels generally are located in smaller town markets, with nearby demand generators. The non-AmeriHost Inn hotels contain 64 to 215 rooms, generate average daily rates ranging from $40 to $65 per night and offer a variety of amenities and services. The non-AmeriHost Inn hotels include limited- and full-service hotels. The full-service hotels primarily contain food and beverage facilities, many of which are operated through lease arrangements with non-affiliated restaurant operators. As part of the Company's strategy to focus primarily on ownership of AmeriHost Inn hotels, the Company intends to pursue sales of most of these non-AmeriHost Inn hotels. During 1999, the Company sold one wholly-owned, non-AmeriHost Inn hotel, and two joint ventures in which the Company was a partner sold their non-AmeriHost Inn hotels. During 2000, the Company sold one wholly-owned non-AmeriHost Inn hotel. During 2002, a joint venture in which the Company was a partner sold its non-AmeriHost Inn hotel. The net proceeds from these sales were primarily used by the Company to develop additional AmeriHost Inn hotels. -5- HOTEL PROPERTIES At December 31, 2002, the Company owned and/or managed 72 hotels in 17 states, concentrated in the midwestern and southern United States. The Company had 4 additional hotels under construction located generally in the same geographical areas. The following is a list of hotel properties under the Company's management at December 31, 2002, by state: Date State Hotel (1) Rooms Operations Began - ----- --------- ------- ---------------- California AmeriHost Inn Fontana 80 02/02/02 ------ Florida Howard Johnson Express Inn Ft. Myers 124 09/30/92 ------ Georgia AmeriHost Inn Eagles Landing, Stockbridge 60 08/08/95 AmeriHost Inn LaGrange 59 03/01/95 AmeriHost Inn Smyrna 60 12/21/95 Days Inn Northwest, Atlanta 104 11/01/91 ------ 283 ------ Illinois AmeriHost Inn Jacksonville 60 06/14/96 AmeriHost Inn Macomb 60 05/19/95 AmeriHost Inn Players Riverboat Hotel, Metropolis 120 02/25/94 AmeriHost Inn Rochelle 61 03/07/97 AmeriHost Inn Sycamore 58 05/31/96 Days Inn Niles 150 01/01/90 ------ 509 ------ Indiana AmeriHost Inn & Suites Columbia City 60 03/05/99 AmeriHost Inn & Suites Decatur 60 08/30/98 AmeriHost Inn Hammond 86 03/29/96 AmeriHost Inn & Suites Huntington 62 08/21/98 AmeriHost Inn Plainfield 60 09/01/92 Days Inn Plainfield 64 05/01/90 Ramada Inn Lafayette 144 02/02/94 ------ 536 ------ Iowa AmeriHost Inn & Suites Boone 60 08/21/98 AmeriHost Inn & Suites Le Mars 63 01/07/98 AmeriHost Inn & Suites Mt. Pleasant 63 07/02/97 AmeriHost Inn & Suites Pella 60 11/02/01 AmeriHost Inn Storm Lake 61 08/13/97 ------ 307 ------ Kentucky AmeriHost Inn Murray 60 11/01/96 ------ -6-
Date State Hotel (1) Rooms Operations Began - ----- ----- ------- ---------------- Michigan AmeriHost Inn & Suites Battle Creek (4) 62 03/19/99 AmeriHost Inn Coopersville 60 12/31/95 AmeriHost Inn & Suites Dowagiac 64 09/28/01 AmeriHost Inn Grand Rapids North, Walker 60 07/05/95 AmeriHost Inn Grand Rapids South 61 06/11/97 AmeriHost Inn & Suites Howell 75 01/18/02 AmeriHost Inn Hudsonville 61 11/24/97 AmeriHost Inn & Suites Monroe 63 09/19/97 AmeriHost Inn Port Huron 61 07/01/97 ------ 567 ------ Mississippi AmeriHost Inn Batesville 60 04/26/96 AmeriHost Inn Tupelo 61 07/25/97 Howard Johnson Express Inn Tupelo 124 12/31/01 ------ 245 ------ Missouri AmeriHost Inn Fulton 62 01/21/99 AmeriHost Inn Mexico 61 AmeriHost Inn Warrenton 63 11/07/97 ------ 186 ------ Ohio AmeriHost Inn Ashland 62 08/09/96 AmeriHost Inn & Suites Athens (2) 100 11/04/89 AmeriHost Inn & Suites Cambridge 71 02/06/98 AmeriHost Inn & Suites Columbus Southeast (2) 60 04/17/98 AmeriHost Inn & Suites East Liverpool (3) 66 10/20/00 AmeriHost Inn Jeffersonville North 61 07/20/96 AmeriHost Inn Jeffersonville South 60 10/14/94 AmeriHost Inn Kenton 60 08/02/96 AmeriHost Inn Lancaster 60 09/04/92 AmeriHost Inn Logan 60 04/16/93 AmeriHost Inn Marysville 78 06/01/90 AmeriHost Inn & Suites Newark (4) 72 01/29/99 AmeriHost Inn & Suites Oxford (3) 61 12/04/00 AmeriHost Inn St. Marys 61 11/25/97 AmeriHost Inn & Suites Toledo/Maumee (3) 85 07/24/02 AmeriHost Inn Upper Sandusky 60 04/12/95 AmeriHost Inn & Suites Wilmington 61 02/21/97 AmeriHost Inn Wooster East 57 01/18/94 AmeriHost Inn Wooster North 60 10/20/95 AmeriHost Inn Zanesville 60 07/30/96 Days Inn New Philadelphia 104 06/04/92 Ramada Inn Dayton Mall 215 01/20/92 ------ 1,634 ------ -7- Date State Hotel (1) Rooms Operations Began - ----- ----- ------- ---------------- Oklahoma AmeriHost Inn & Suites Enid 60 06/11/98 ------ Pennsylvania Days Inn Altoona 139 08/31/92 Arlington Hotel Oil City 105 12/02/92 ------ 244 ------ Tennessee AmeriHost Inn Jackson 60 04/01/98 ------ Texas AmeriHost Inn McKinney 61 01/07/97 ------ West Virginia AmeriHost Inn New Martinsville 60 05/03/96 AmeriHost Inn Parkersburg North 78 06/26/95 AmeriHost Inn Parkersburg South 61 12/30/96 ------ 199 ------ Wisconsin AmeriHost Inn & Suites Lomira 60 06/08/01 AmeriHost Inn Mosinee 53 04/30/93 ------ 113 ------ TOTAL ROOMS 5,268 TOTAL PROPERTIES 72 (1) Unless otherwise noted, the Company owns a direct or indirect equity or leasehold interest in the hotel. (2) Indicates properties which are currently co-managed with an unaffiliated third party. (3) Indicates properties which are currently managed by an unaffiliated third party. (4) Indicates properties which were sold subsequent to December 31, 2002.
HOTEL REVENUE RESULTS The table below shows the average occupancy percentage, average daily rate ("ADR") and RevPAR experienced by the Company in 2002 in various locations. These statistics include all hotels open and operating for a period of more than 13 months as of December 31, 2002. Average Average Revenue Per Occupancy Daily Rate Available Room --------- ---------- -------------- Ohio (21 hotels) 52.5% $60.72 $31.85 Illinois, Iowa and Wisconsin (13 hotels) 60.8% $54.40 $33.06 Michigan and Pennsylvania (10 hotels) 53.8% $57.56 $30.94 Georgia, Mississippi and West Virginia (9 hotels) 59.5% $51.39 $30.59 Indiana and Kentucky (8 hotels) 51.5% $53.20 $27.38 Texas (1 hotel) 57.8% $55.38 $31.99 Other hotels (6 hotels located in Tennessee, Florida, Missouri and Oklahoma) 57.6% $54.35 $31.29 All hotels (68 hotels) 55.4% $56.32 $31.17
-8- The table below shows the same room average occupancy, ADR and RevPAR experienced by the Company in 2002 for its AmeriHost Inn hotels and for its other non-AmeriHost Inn hotels. These statistics include the AmeriHost Inn hotels and the non-AmeriHost Inn hotels open and operating for a period of more than 13 months as of December 31, 2002. Average Average Revenue Per Occupancy Daily Rate Available Room --------- ---------- -------------- AmeriHost Inn (59 hotels) 58.9% $57.19 $33.68 Non-AmeriHost Inn (9 hotels) 44.4% $52.30 $23.22 All hotels 55.4% $56.25 $31.17 The above charts do not include four hotels which were open, or owned, less than 12 months as of December 31, 2002. DEVELOPMENT AND CONSTRUCTION The Company pursues new business utilizing its in-house development and construction staff. The Company builds for itself and for joint venture entities in which a wholly-owned subsidiary retains an equity position in the hotel. The Company also offers turnkey services to unaffiliated third parties under a general contractor agreement, which include development, construction, architectural/engineering, interior design and FF&E (furniture, fixtures and equipment) purchasing. The Company either hires a general contractor to construct the hotel for a fixed price, or acts as the general contractor and enters into all subcontracts directly. In order to minimize its risk associated with any cost overruns, the Company usually enters into fixed contracts with the general contractor, if any, as well as any subcontractors, prior to the commencement of construction. The Company's project superintendents or managers oversee each phase of construction in order to assure the quality and timing of the construction. With few exceptions, such as the interior color scheme, each AmeriHost Inn hotel is the same in every detail, including the overall layout, room sizes and indoor pool area. The replication of its prototype design allows for accurate budgeting of construction and overhead costs. The Company has an interdisciplinary staff composed of architects, an escrow agent and construction professionals to perform many tasks in-house, thereby reducing costly outsourced services. By administering the building process with its own staff, the Company is often able to offer a competitive advantage in terms of pricing, compared to other developers. -9- LODGING INDUSTRY The United States lodging industry's performance is strongly correlated to economic activity, with changes in gross national product growth affecting both room supply and demand, resulting in cyclical changes in average occupancy rates, average daily rates, and revenue per available room. After the recession of the early 1990s, the United States lodging industry showed significant improvement throughout the mid and late 1990s in terms of aggregate RevPar and profitability results. In 2000, the industry had its most profitable year ever, $22.5 billion, and the growth in hotel room demand peaked. In 2001, the United States lodging industry was severely impacted by the economic downturn, the September 11th terrorist attacks and excess supply. Although, the rate of decline of industry-wide profitability slowed in 2002 versus 2001, the industry remained in a stagnant-to-downward trend, as indicated by the following statistics from PricewaterhouseCoopers: 2002 2001 --------- -------- Percentage change in industry-wide profitability per available room -2.4% -29.3% Decrease in industry-wide occupancy from prior year -1.0% -5.8% Decrease in industry-wide RevPAR from prior year -2.6% -6.9% In 2002, according to a report by PricewaterhouseCoopers, both international and domestic travel slowed for the first time in 18 years. Furthermore, according to this same report, the last time occupancies were lower than the occupancies achieved during the period of 2000-2002 was during the period of 1969-1971. For all of these reasons, 2002 remained a difficult year for the industry despite many predictions of a turnaround. The Company's hotels' operating results have been affected by the downward economic and industry trends in 2001 and 2002, but to a lesser degree, due to their size and location in smaller towns, which are not as dependent on air travel and large conventions/group business as larger city hotels. For 2002, same room RevPAR for the Company's AmeriHost Inn hotels increased 3.7%, significantly outpacing the overall lodging industry and the limited-service sector. According to Smith Travel Research, RevPAR declined 0.6% for the mid-scale without food and beverage segment for the lodging industry in 2002. GROWTH STRATEGY The Company's core strategy is to migrate its business to more recurring cash flow and income streams with less investment in physical assets and less indebtedness. The Company intends to achieve this core growth strategy for the future through the following steps: (i) accelerate the development of AmeriHost Inn hotels primarily via joint ventures and for third parties, (ii) sell all, or most, of its non-AmeriHost Inn hotels, (iii) accelerate the sale of AmeriHost Inn hotels and the reinvestment of net proceeds in new development, (iv) expand the relationship with Cendant to increase the flow of franchise royalty sharing and development fees from Cendant to the Company, and (v) improve operations at, and returns from, existing hotels. DEVELOPMENT AND CONSTRUCTION GROWTH STRATEGY Having developed more than 100 hotels throughout the continental United States, the Company believes it has a strong reputation in construction and development that enables it to effectively market these services to unaffiliated entities. The association with Cendant in franchise development and brand growth affords the Company an opportunity to offer and provide these services for a fee to potential Cendant franchisees. The Company anticipates increasing its efforts to grow such third-party income streams. The Company intends to continue using its hotel development and management expertise to build and operate hotels for itself, as well as for future joint ventures in which the Company holds a minority ownership interest and in some -10- instances, for other Cendant franchisees. Cendant has designated the Company as a preferred developer for the AmeriHost Inn brands, whereby Cendant will refer potential AmeriHost Inn franchisees to the Company when they seek expertise in hotel development and construction. In addition, the Company is pursuing development contracts with unaffiliated entities. During 2002, the Company completed construction on four AmeriHost Inn hotels which were started in 2001 and began construction on four additional AmeriHost Inn hotels. Two of the four hotels, which started construction in 2002, opened in the first quarter of 2003, and the other two are scheduled to open in the second quarter of 2003. In addition, the Company is currently in due diligence and negotiation on five potential developments of AmeriHost Inn hotels. In 2003, the Company will place renewed emphasis on working with existing and new joint venture partners, and with non-affiliated parties in developing and providing "turnkey" completed AmeriHost Inn hotels. Under the Company's franchise agreements with Cendant, the Company can claim exclusive rights to certain geographic markets for a period of time, allowing it to build a strong presence in that market to achieve economies of scale and competitive advantages. Historically, the Company has financed its hotel development and construction through a combination of equity and debt or lease financing, with the equity typically provided by the Company and/or its joint venture partners, debt financing typically provided by local or regional banks, and leasing arrangements provided by a real estate investment trust ("REIT"). The Company also has secured a $20 million new construction loan facility, which has typically renewed annually, and provides for construction financing that converts to permanent financing upon opening. The Company has approximately $8.5 million outstanding under this facility as of December 31, 2002, relating to three AmeriHost Inn hotels, which is, or will be, converted to, long-term permanent financing. The availability for new projects under this facility increases as hotels, which have been financed with the facility, are sold, and the related mortgage is paid off. The Company has until May 31, 2003, to utilize this loan facility, subject to lender's approval of each project. The Company is in the process of renewing this credit facility with the lender. All of the AmeriHost Inn hotels under construction at December 31, 2002, were being financed through a combination of debt and equity. The Company believes that it can develop and operate additional AmeriHost Inn hotels that can achieve occupancies and average daily rates similar to those the Company has achieved at its existing AmeriHost Inn hotels. Moreover, the Company believes that the development of additional AmeriHost Inn hotels, through the Company as well as through additional AmeriHost Inn franchise sales by Cendant, and the expanded geographic diversity will continue to enhance the awareness of the AmeriHost Inn brand, improving revenues and market penetration at existing, as well as future, AmeriHost Inn hotels. The Company believes that leveraging its expertise in hotel development and management by providing these services to unaffiliated parties and Cendant franchisees will also assist the Company in reaching its financial objectives. SALES OF AMERIHOST INN AND NON-AMERIHOST INN HOTELS As a part of the Company's overall strategy to expand the AmeriHost Inn hotel brand, the Company plans to sell a portion of its current hotel portfolio, which includes both AmeriHost Inn and non-AmeriHost Inn hotels. It is the Company's goal to reinvest a significant portion of the net proceeds from the sales back into the AmeriHost Inn brand in new development projects primarily through joint ventures. The Company will use its current development staff and also the services of regional and national hotel brokerage firms to assist in the accelerated sale of hotels, as market conditions permit, with the aim to grow the AmeriHost Inn brand and the flow of royalty sharing and development incentive fees from Cendant to the Company. A main focus in 2003 also will be to sell off many non-core assets (non-AmeriHost Inn hotels), subject to market conditions. This will allow more of the Company's resources to be allocated toward the Company's goal of increasing AmeriHost Inn brand distribution through the development of new AmeriHost Inn hotels. HOTEL OPERATIONS The Company's operating goal is to provide its customers with a consistent lodging experience by offering a set of amenities and services which meet and/or exceed the customer's expectations. The Company has developed a set of standards and procedures for all aspects of building and operating an AmeriHost Inn hotel, including site selection, development, construction, management, accounting, marketing and purchasing. -11- The Senior Vice President of Operations is responsible for establishing strategic objectives for all hotel operations with a goal of maximizing RevPAR and profitability. In pursuit of such goals, the Senior Vice President of Operations supervises the Regional Directors of Operations, who in turn oversee the General Managers of the hotels. The General Managers, in turn, train, develop and oversee their hotel's operational teams. Each Regional Director of Operations is responsible for eight to 12 hotels, depending on size and the geographic dispersion of the properties. The Company also has corporate sales and marketing personnel who provide support for national, regional and local marketing efforts, as directed by the Vice President of Sales and Marketing. The Company's internal auditors perform audits of each hotel, typically twice a year. Their responsibilities include a review of financial reports, cash, receivables, operational standards, security and Federal and State compliance matters. This department also provides on-site training for General Managers and other on-site personnel. The Company uses a marketing strategy, which seeks active involvement in the local community in which the hotels are located. The local business and residential community is often the hotels' best referral source. Visitors to these communities often seek hotel referrals from family, friends and business associates. The General Managers are expected to devote time to participate in activities with local businesses and the community. The General Managers are expected to be involved in local civic groups and sponsor special events in an effort to promote community awareness and build relationships with business leaders and local residents. The hotels sponsor local social and community events and open their facilities to local clubs and civic organizations. The community involvement and local and regional marketing programs showcase the hotel to both the corporate and leisure markets. The Company's corporate and regional sales/marketing personnel, and its general managers, also will continue to utilize Cendant's reservation system, the Internet and other distribution channels in its efforts to increase hotel revenues. The franchisor, Cendant, maintains a toll-free reservation number for the AmeriHost Inn system, which allows guests to make reservations at any one of the AmeriHost Inn hotels nationwide. In addition, the AmeriHost Inn web site is capable of accepting reservations on-line, further improving guests' ability to easily reserve rooms. The Company also participates in the Global Distribution System (GDS) and Cendant's Internet distribution channels. GDS is the airline reservation system utilized by travel agents to make hotel bookings. The franchise system also periodically implements local and regional marketing campaigns using radio, newspaper, direct mail and other marketing/sales initiatives. As part of its franchise agreements with Cendant, all franchisees, including the Company, contribute to the marketing fund used to promote the brand on a national level. The Company has developed a centralized financial management system, which includes cash management, accounts payable, the generation of daily financial and operational information and monthly financial statements. This reporting system allows property, regional and senior management to closely monitor operating results. The Company provides standard operating procedures to maximize uniform and efficient financial reporting. These efficiencies allow the property management to focus on the operation and marketing of the hotel. The centralized financial management reporting system also enhances the quality and reporting of internal financial reports. In addition, since the Company's employee leasing subsidiary employs all of the approximately 1,300 hotel personnel, the costs of certain payroll and related expense are lower than if each hotel maintained its own employees. Similarly, this system allows the Company to offer more attractive health insurance programs to its employees. COMPETITION There is significant competition in the mid-price, limited- and full-service segments of the lodging industry. There are numerous hotel chains that operate on a national or regional basis, as well as other hotels, motor inns and other independent lodging establishments throughout the United States. Competition is primarily in the areas of price, location, age and quality of product, services, amenities, and the quantity and quality of sales and marketing and of franchisor reservation and other distribution channels to bring guests to the hotel. Many of the Company's competitors have recognized trade names, greater resources and longer operating histories than the Company or Cendant. However, the Company believes that its management is sufficiently experienced, and that the continued development of its sales and marketing efforts and the efforts of Cendant for the Company's AmeriHost Inn hotels should enable the Company to continue to compete successfully, as evidenced by the Company's RevPAR results for its AmeriHost Inn hotels, versus its mid-price without food and beverage competitors, per Smith Travel Research. -12- There are a number of companies which develop, construct and renovate hotels. Some of these companies perform these services only for their own account, while others actively pursue contracts for these services with third-party owners. The Company believes that it can develop, construct and renovate hotels at costs which are competitive. The Company believes that its use of a well-designed prototype, significant experience (the Company has managed the development and construction of more than 100 hotels) and volume purchasing of furniture and amenities results in development costs which are lower than those experienced by many competitors building comparable hotels. The Company also believes that its ability to offer additional services, such as hotel management, provides competitive advantages. There are many hotel management companies which provide management services to hotels similar to the services provided by the Company. While the quantity of competition may be high, the Company believes that the quality of its services, including its information and management systems and employee leasing operations, will enable the Company to compete successfully. The Company believes that its focus on smaller town markets also lessens competition for the types of services provided by the Company. The Company believes that the relationship between the development and construction costs and the average daily rates achieved by the AmeriHost Inn hotels is more favorable than that experienced by many of the Company's competitors. In addition, a significant portion of the purchasing and accounting functions related to the hotels is handled centrally, thus enabling the local general managers and their staff to focus their efforts on marketing and sales. The centralization of many functions also assists in keeping costs lower due to certain economies of scale. This allows the AmeriHost Inn hotels to operate efficiently and compete effectively. FRANCHISE AGREEMENTS At December 31, 2002, the Company had franchise agreements (collectively, the "Franchise Agreements") with AmeriHost Inn Franchise Systems, Inc. for its AmeriHost Inn hotels, and with Days Inn of America, Inc., Howard Johnson's Franchise Systems, Inc. and Ramada Franchise Systems, Inc. for its non-AmeriHost Inn hotels. Although the terms of the various Franchise Agreements differ, each requires the Company to pay a monthly fee for the right to operate the hotel under the "flag" of that Franchisor and to have access to the other benefits provided by such Franchisor, including access to reservation systems, marketing plans and use of trademarks. The fees, including the marketing and reservation system assessments, typically range between 4% and 10% of gross revenues attributable to room rentals. In addition, the Company and/or the joint venture, which owns a hotel operated pursuant to a Franchise Agreement, will have ongoing obligations to maintain the quality and condition of the hotel to the standards required by the Franchisor. The term of a Franchise Agreement typically is between 10 and 20 years, with a substantial penalty for early termination by the Company. The Company believes that it is in compliance with its Franchise Agreements, and the loss of any one of the Franchise Agreements would not have a material impact on the Company. -13- EMPLOYEES As of December 31, 2002, the Company and its subsidiaries had 1,421 full and part-time employees: Hotel Management: Operations 28 Accounting and finance 15 Property general managers 82 Hotel Development: 12 Hotel Operations: 958 Corporate: General and administrative 9 Officers 2 Employee Leasing: General and administrative 3 Operations 312 ----- 1,421 ===== To date, the Company has not experienced any work stoppages or significant employee-related problems. The Company believes that its relationship with its employees is good. WEB SITE ACCESS TO COMPANY REPORTS The Company makes available free of charge through its web site, www.arlingtonhospitality.com, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with the Securities Exchange Commission. The Company's Internet web site and the information contained therein or incorporated therein are not intended to be incorporated into this Annual Report on Form 10-K. ITEM 2. PROPERTIES. The Company owns the office building in which its corporate offices and the offices of its wholly-owned subsidiaries are located at 2355 South Arlington Heights Road, Suite 400, Arlington Heights, Illinois 60005. The five-story building contains approximately 56,000 rentable square feet, of which the Company occupies approximately 19,000 square feet. Nearly all of the additional space is leased to various tenants under long-term agreements. This office building is pledged to secure related long-term mortgage debt. At December 31, 2002, the Company had a 100% or controlling ownership or leasehold interest in 61 operating hotels located in 17 states. The land, building, furniture, fixtures and equipment and construction in progress for these hotels are reflected in the Company's Consolidated Balance Sheet at December 31, 2002. These assets were substantially pledged to secure related long-term mortgage debt. See Item 1 and Notes 6 and 7 to the Consolidated Financial Statements under Item 15. In addition to the foregoing, the Company has an equity interest in partnerships which own and/or lease property. See Note 4 to the Consolidated Financial Statements under Item 15. -14- ITEM 3. LEGAL PROCEEDINGS. The Company is subject to claims and suits in the ordinary course of business. In management's opinion, currently pending legal proceedings and claims against the Company will not, individually or in the aggregate, have a material adverse effect on the Company's financial condition, results of operations or liquidity. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. No matters were submitted to a vote of security holders of the Company during the fourth quarter of the fiscal year ended December 31, 2002. PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS. The Company's Common Stock is traded on the Nasdaq National Market under the symbol HOST. As of March 27, 2003, there were 1,237 holders of record of the Company's Common Stock. The following table shows the range of reported high and low closing prices per share. High($) Low($) ------- ------ FISCAL 2001 First quarter 3.75 2.75 Second quarter 4.24 3.01 Third quarter 3.90 2.10 Fourth quarter 3.49 1.95 FISCAL 2002 First quarter 3.00 1.92 Second quarter 4.80 2.74 Third quarter 4.30 3.30 Fourth quarter 4.00 2.90 FISCAL 2003 First quarter (through March 27, 2003) 3.53 3.05 The Company has not declared or paid any cash dividends on its Common Stock. The Company currently intends to retain any earnings for use in its business and, therefore, does not anticipate paying any cash dividends in the foreseeable future. However, from time to time, the Company may utilize cash to purchase its common stock. Currently, the Board of Directors has authorized the Company to buy back, at any time and without notice, up to 1,000,000 shares of its Common Stock under certain conditions. Under this authorization, to date the Company has not repurchased a significant number of shares. Any future determination to pay cash dividends or to purchase Common Stock will be made in light of the Company's earnings, financial position, capital requirements and such other factors as the Board of Directors deems relevant. The Board of Directors has the authority to issue up to 100,000 shares of Preferred Stock in one or more series and to fix the rights, preferences, privileges and restrictions granted to or imposed upon any unissued shares of Preferred Stock, including without limitation, dividend rates, conversion rights, voting rights, redemption and sinking fund provisions, and liquidation provisions, and to fix the number of shares constituting any series and the designations of such series, without any further vote or action by the shareholders. The Board of Directors, without shareholder approval, may issue Preferred Stock with voting and conversion rights which could adversely affect the voting power of the holders of Common Stock. The issuance of Preferred Stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, adversely affect the voting power of the holders of Common Stock and could have the effect of delaying, deferring or preventing a change in control of the Company. The Company has no present plans to issue any Preferred Stock. -15- ITEM 6. SELECTED FINANCIAL DATA. The selected consolidated financial data presented below has been derived from the Company's consolidated financial statements. The consolidated financial statements for all years presented have been audited by the Company's independent certified public accountants, whose reports on such consolidated financial statements for each year of the three-year period ended December 31, 2002, is included herein under Item 15. The information set forth below should be read in conjunction with the consolidated financial statements and notes thereto under Item 15 and "Management's Discussion and Analysis of Financial Condition and Results of Operations." (in thousands, except per share data) (this presentation not covered by independent auditors' report) Fiscal Year Ended December 31, ------------------------------------------------------ 2002 2001 2000 1999 1998 -------- -------- -------- -------- -------- STATEMENT OF OPERATIONS DATA: Revenue $ 76,531 $ 77,153 $ 76,151 $76,058 $ 68,618 Operating costs and expenses 60,871 58,500 58,736 57,868 54,286 Depreciation and amortization expense 5,516 4,676 4,542 4,567 5,487 Leasehold rents - hotels 5,411 6,510 6,525 7,307 4,192 Corporate general and administrative 2,199 1,908 1,695 1,537 1,569 Impairment provision 542 - - - - Operating income 1,992 5,559 4,653 4,780 3,084 Interest expense, net 5,025 4,332 4,819 5,155 5,592 Gain on sale of fixed assets 727 1,286 6,663 553 305 Income (loss), before extraordinary item and cumulative effect of change in accounting principle(1) $ (1,710) $ 755 $ 4,010 $ 201 $ (1,167) ======== ======== ======== ======== ======== Net income (loss) $ (1,710) $ 755 $ 4,010 $ 201 $ (2,796) ======== ======== ======== ======== ======== Income (loss) per share, before extraordinary item and cumulative effect of change in accounting principle(1): Basic $ (0.34) $ 0.15 $ 0.81 $ 0.04 $ (0.19) ======= ======== ======== ======== ======= Diluted $ (0.34) $ 0.13 $ 0.74 $ 0.02 $ (0.20) ======= ======== ======== ======== ======= Net income (loss) per share: Basic $ (0.34) $ 0.15 $ .0.81 $ 0.04 $ (0.45) ======= ======== ======== ======== ======= Diluted $ (0.34) $ 0.13 $ 0.74 $ 0.02 $ (0.45) ======= ======== ======== ======== ======= Weighted average shares outstanding: Basic 4,958 4,975 4,976 5,567 6,180 ======== ======== ======== ======== ======== Diluted 4,958 5,182 5,272 5,857 6,513 ======== ======== ======== ======== ======== BALANCE SHEET DATA: Total assets $119,934 $114,888 $ 98,143 $103,108 $115,281 Long-term debt, including current portion 76,242 72,199 58,604 60,349 71,841 Working capital (deficiency) (8,995) (4,575) (4,172) (6,817) (6,924) Shareholders' equity 17,370 19,067 18,266 14,181 18,316 Deferred income 10,867 10,715 12,196 14,001 13,164 OTHER DATA: Cash provided by (used in) operating activities 14,330 15,507 1,218 (885) 5,408 Cash (used in) provided by investing activities (17,073) (27,105) 2,728 12,344 15,555 Cash provided by (used in) financing activities 1,964 14,617 (5,983) (12,187) (18,819) Capital expenditures 18,578 25,400 10,434 2,103 42,183 (1) The Company recorded an extraordinary loss of $333,000 in 1998, net of income taxes, relating to the early extinguishment of mortgage debt on hotels sold in connection with a sale/leaseback transaction. The Company recorded a cumulative effect of a change in accounting principle of $1,296,000 in 1998, net of income taxes, relating to the adoption of Statement of Position No. 98-5, "Reporting on the Costs of Start-up Activities."
-16- ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. GENERAL The Company is engaged in the development and sale of AmeriHost Inn hotels, and the ownership, operation and management of AmeriHost Inn hotels and other mid-price hotels. As of December 31, 2002, the Company had 62 AmeriHost Inn hotels open, of which 52 were wholly-owned or leased, one was majority-owned, and nine were minority-owned. The Company opened three AmeriHost Inn hotels in which the Company has an ownership interest during the past twelve months. In addition, the Company completed construction of an AmeriHost Inn hotel for an unaffiliated third party in 2002. As of December 31, 2002, three wholly-owned AmeriHost Inn hotels and one hotel in which the Company has a minority ownership interest were under construction. For all of 2002, same room revenue for all AmeriHost Inn hotels owned and operated by the Company, including minority-owned hotels, increased approximately 3.7%, attributable to a 6.3% increase in occupancy offset by a decrease of $1.37 in average daily rate. These results relate to the 66 AmeriHost Inn hotels that have been operating for at least 13 full months during 2002. Same room revenues for all AmeriHost Inn hotels owned and operated by the Company decreased approximately 0.8% during the fourth quarter of 2002, compared to the fourth quarter of 2001, attributable to a decrease of 1.3% in occupancy offset by an increase of $0.32 in average daily rate. These results relate to the 62 AmeriHost Inn hotels that have been operating for at least 13 full months during the three months ended December 31, 2002. Revenues from hotel operations consist of the revenues from all Consolidated hotels. Consolidated hotels are those hotels in which the Company has a 100% or controlling ownership or leasehold interest, and are consolidated in the Company's financial statements. Unconsolidated hotels are those hotels in which the Company has a minority or non-controlling ownership or leasehold interest, and are accounted for by the equity method. Non-core hotels are those hotels operated as independent of a franchise affiliation (one hotel as of December 31, 2002), or under a national franchise affiliation other than the AmeriHost Inn brand, such as Days Inn, Ramada Inn, and Howard Johnson Express (nine hotels as of December 31, 2002). Development and construction revenues consist of fees for new construction and renovation activities performed by the Company for unconsolidated hotels and unrelated third parties. The Company records commissions and revenue from the sale of its Consolidated AmeriHost Inn hotels, based upon the net sale price, as these sales are considered part of the Company's strategy of building and selling hotels, and therefore expanding the AmeriHost Inn brand. The Company receives revenue from management and employee leasing services provided to unconsolidated hotels and unrelated third parties. Incentive and royalty sharing fees consist of the amortization of one-time development incentive fees received upon the sale of an AmeriHost Inn hotel to a third party who enters into an AmeriHost Inn franchise agreement, and the Company's portion of the franchise royalty fees paid by all AmeriHost Inn hotels to Cendant Corporation ("Cendant"), the franchisor and owner of the AmeriHost Inn brand. Finally, the Company also owns the office building in which its headquarters is located, and receives revenues as landlord from the third-party tenants in the building. Revenues from Consolidated AmeriHost Inn hotels decreased 4.1% to $43.2 million during 2002, from revenues of $45.1 million during 2001, due primarily to the reduction in the number of owned hotels from their sale to third parties, offset by increases in same room revenues. Same room revenues for all Consolidated AmeriHost Inn hotels owned and operated by the Company increased approximately 2.9% during 2002, compared to 2001, attributable to a 5.5% increase in occupancy, partially offset by a decrease of $1.42 in average daily rate. These results relate to the 55 Consolidated AmeriHost Inn hotels that were operating for at least thirteen full months during 2002. Revenues from Consolidated non-core hotels decreased 5.9% during 2002, compared to 2001, as a result primarily of the 15.4% decrease in same room revenue. Revenues from hotel sales and commissions decreased to $10.0 million during 2002, compared to $12.9 million in 2001, as a result of the sale of five hotels (four wholly-owned and one leased AmeriHost Inn hotels) versus the sale of nine hotels (five wholly-owned and four leased AmeriHost Inn hotels). Total revenues decreased 0.8% to $76.5 million during 2002, from $77.2 million during 2001. The Company recorded a net loss of ($1.7) million for 2002, or ($0.34) per diluted share, compared to net income of $755,100 or $0.13 per diluted share in 2001. The net loss for 2002 included (i) a gain of $298,000, pretax, from an insurance settlement, (ii) certain one-time expenses of approximately $683,000, pretax, related to the resignation and replacement of the Company's President/CEO, and (iii) non-cash charges of approximately $642,000, pretax, for an impairment provision on primarily non-core hotels. -17- On September 30, 2000, the Company sold the AmeriHost Inn brands and franchising rights to Cendant. The agreement with Cendant provides for both short-term and long-term incentives to the Company as the AmeriHost Inn brands are expanded, including (i) for the 25-year term of the agreement, favorable royalty payment terms on any AmeriHost Inn hotels owned/leased and operated by the Company, including hotels owned through joint ventures with prior approval from Cendant, (ii) for the 25-year term of the agreement, the sharing of royalties received by Cendant from all AmeriHost Inn hotels in the franchise system (excluding those owned/leased and operated by the Company), and (iii) for the 15-year term of the agreement, a hotel development incentive fee each time an AmeriHost Inn hotel owned/leased and operated by the Company is sold to an operator who becomes a Cendant franchisee. The Company received $1.8 million in development incentive fees in 2002 which were deferred and are being amortized over a 76-month period. Revenues from development incentive and royalty sharing fees, including the amortization of deferred development incentive fees, nearly tripled to approximately $589,000 in 2002 compared to 2001. Excluding hotels under construction, the Company had an ownership interest in 72 hotels at December 31, 2002, versus 76 hotels at December 31, 2001. The increased ownership from the development of AmeriHost Inn hotels for the Company's own account and the acquisition of an AmeriHost Inn hotel from a joint venture was offset by the sale of AmeriHost Inn hotels to Cendant franchisees and the sale of one non-AmeriHost Inn hotel. Total Consolidated hotels decreased slightly to 61 hotels at December 31, 2002, versus 63 hotels at December 31, 2001. OPERATING RISKS The Company's revenues and investments are nearly all in a single industry, the lodging industry. As a result, the Company's operations and results have been, and will be, adversely affected by one or more of the risks inherent in the lodging industry. These risks, include, but are not limited to: competition and seasonality (as described under "Seasonality" below); cyclical overbuilding; the results and operations of franchisors utilized by the Company's hotels, primarily Cendant; changing levels of demand for hotel rooms and related services, as currently evidenced since the downturn in economic conditions and the September 11, 2001 terrorist attacks; unexpected or ongoing increases in hotel expenses, such as insurance, energy and the costs of wages and benefits; demographic and other market changes which impact customer preferences; changes in governmental regulations that impact the hotel's cost of doing business; the inability to fully reduce hotel expenditures to cover hotel revenue shortfalls; the recurring and extraordinary costs of necessary renovations and refurbishment of hotels; and the impact of geopolitical events. If the present economic and lodging industry slowdown or concerns over geopolitical events worsens significantly, or continues for a protracted period of time, declines in the occupancy levels or average daily rates of the Company's hotels could have a material adverse effect on the Company's operating results. CRITICAL ACCOUNTING POLICIES Consolidation Policy - -------------------- A joint venture project will be consolidated if the Company has a majority (i.e., greater than 50%) ownership interest, or when the Company has a minority ownership interest (i.e., less than 50%) and can exercise control over the critical decisions of the joint venture. The Company will evaluate several factors in determining whether or not it has control over the joint venture to warrant consolidation. These factors include the nature of the Company's ownership (for example, the sole general partner in a limited partnership, the sole managing member of a limited liability company, etc.), oversight of the daily operations, and the ability to make major decisions such as to refinance or sell the hotel asset without the consent of the other partners, among others. Minority-owned joint ventures in which the Company maintains a non-controlling ownership interest are accounted for by the equity method. Under this method, the Company maintains an investment account, which is increased by contributions made and its share of the joint venture's income, and decreased by distributions received and its share of the joint venture's losses, in accordance with the terms of the joint venture agreement. The Company's share of each joint venture's income or loss, including gains and losses from capital transactions, is reflected on the Company's consolidated statement of operations as "Equity in income and (losses) from unconsolidated joint ventures." -18- Revenue Recognition - ------------------- Hotel operations The revenue from the operation of a Consolidated hotel is recognized as part of the hotel operations segment when earned. Typically, cash is collected from the guest at the time of check-in or checkout, however the Company also extends credit to selected corporate customers. The Company had a reserve for specifically identified doubtful corporate accounts receivable in the amount of $150,000 at December 31, 2002. The reserve for doubtful accounts is reviewed periodically for reasonableness and is considered appropriate as of December 31, 2002. Hotel sales and commissions The Company's intention is to operate the Consolidated hotels until a buyer is found at an appropriate price. The Company may actively try to sell the hotel during the construction period, upon opening, or anytime thereafter. Once the sale of the hotel is consummated, the Company will realize the value from its development. Under this scenario, the Company will depreciate the hotel assets and classify them as investment assets while it operates the hotel, since it is not assured that a sale will ultimately be consummated. Beginning in 2001, the Company records the hotel sale price as development revenue and the net cost basis of the hotel asset as development expense, when the sale is consummated, as part of the ongoing operational activity of the Company. Prior to 2001, the sales of all hotels which had been operated for longer than 12 months, were recorded as a "gain on sale" below the operating income line, computed as the difference between the net sale price and the net cost basis of building the hotel. This treatment was considered appropriate since the strategy of building and selling had not yet been solidified until the consummation of the Cendant transaction in the latter part of 2000. The Company recorded $10.0 million in hotel sales and commission revenue in 2002. The REIT, which owns certain of the Company's leased hotels, closed on the sale of one AmeriHost Inn hotel during 2002. The Company provides hotel development, management, and staffing services to unrelated third parties and unconsolidated, minority-owned joint ventures. Revenues can be generated in three ways: (i) the Company will record revenue from the development and construction of the hotel, (ii) if the Company enters into a hotel management agreement with the owner, it will recognize revenue in accordance with the terms of the agreement, and (iii) if the Company enters into a hotel staffing agreement with the owner, it will recognize revenue in accordance with the terms of the agreement as services are performed. An unrelated third party or an unconsolidated minority-owned joint venture may contract with the Company for any or all three services. However, the Company will not provide employee leasing services unless it also provides hotel management services pursuant to a written agreement. Hotel development and construction The Company recognizes revenue from the development and construction of hotels for third parties and unconsolidated minority-owned entities pursuant to development and construction contracts with the hotel ownership entity. All contracts must be fully executed prior to the start of construction. In addition, the Company will not begin construction on a hotel for a joint venture or third party until it is assured that both the equity and debt financing are in place. The Company records the total contract price as revenue over the development and construction period, and all development and construction costs as operating expenses in the hotel development segment. Development fee revenue from construction/renovation projects with unaffiliated third parties and unconsolidated joint ventures is recognized using the percentage-of-completion method. Construction fee revenue from construction/renovation projects with unaffiliated third parties and unconsolidated joint ventures is recognized on the percentage-of-completion method, generally based on the ratio of costs incurred to estimated total contract costs. Revenue from contract change orders is recognized to the extent costs incurred are recoverable. Profit recognition begins when construction reaches a progress level sufficient to estimate the probable outcome. Provision is made for anticipated future losses in full at the time they are identified. -19- Hotel management services The Company recognizes management fee revenue when it performs hotel management services for unrelated third parties and unconsolidated joint ventures. The management fees are computed based upon a percentage of total hotel revenues, ranging from 4% to 8%, plus incentive fees in certain instances, in accordance with the terms of the individual written management agreements. The Company recognizes the management fee revenue in the hotel management segment as the related hotel revenue is earned. Employee leasing The Company recognizes employee leasing revenue when it staffs hotels, and performs related services, for unrelated third parties and unconsolidated joint ventures. Employee leasing revenues are generally computed as the actual payroll costs plus an administrative fee ranging from 2% to 3%, in accordance with the terms of the individual written staffing agreements. The Company recognizes the employee leasing revenue in the employee leasing segment as the related payroll cost is incurred. Although the Company maintains employee leasing agreements with the hotel ownership entities, the Company is still ultimately responsible for its employees. In addition, the Company is responsible for maintaining and determining staffing levels, scheduling, hiring, firing, performance reviews, etc. through the Company's General Managers. Moreover, the Company is at risk with regard to personnel issues and lawsuits. As such, the Company has recorded employee leasing revenues primarily as the gross payroll cost, plus the administrative fee. Incentive and royalty sharing The Company seeks not only to generate profit from the sale of a hotel, but also to generate a development incentive fee and long-term, ongoing royalty sharing revenues from Cendant Corporation. Cendant has agreed to pay the Company a development incentive fee every time the Company sells one of its existing AmeriHost Inn hotels to a buyer who executes an AmeriHost Inn franchise agreement with Cendant. In addition, this fee also will be paid to the Company for new hotels that the Company develops which are then sold to a franchisee of Cendant. This fee applies to the first 370 hotels sold by the Company during the 15-year term of the agreement. The fee is computed based on the most recent twelve months revenue, or a stipulated per room amount if the hotel has been open less than one year. Since the Cendant agreement provides for the potential reimbursement of this fee, from future fees earned, in the event the buyer defaults on the franchise agreement within the first 76 months, these fees are deferred when received, in accordance with Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements." The deferred fees are amortized as incentive and royalty sharing segment revenue in the accompanying consolidated financial statements on a straight-line basis over the 76-month period, as the contingencies on the revenues are removed. Cendant has agreed to pay the Company a portion of all royalty fees Cendant receives from all of its AmeriHost Inn franchisees through September 2025. Generally, Cendant receives royalty fees from each of their franchisees based upon a percentage of guest room revenue, ranging from 4% to 5%. In turn, Cendant will pay the Company a portion of this fee as stipulated in the agreement. The Company includes this royalty sharing fee as incentive and royalty sharing fee revenue in the accompanying consolidated financial statements. Deferred Income - --------------- During 1998 and 1999, the Company sold 30 hotels to a Real Estate Investment Trust ("REIT") for approximately $73 million. Upon the sale of the hotels, the Company simultaneously entered into agreements to lease back each of the hotels from the REIT. The leases are for an initial term of 15 years, as amended, and provide for rent in the amount of 10% of the original sale price, increased annually after year three by the lesser of 2% or the CPI adjustment. The gains from the sale of the hotels in 1998 and 1999 were deferred for financial statement reporting purposes, due to the continuing involvement with the long-term lease agreement, and are being amortized on a straight line basis into income as a reduction of leasehold rent expense over the 15-year initial term. Assuming the Company leases all of the remaining REIT hotels until the end of the term, approximately $694,000 will be amortized annually as a reduction of leasehold rent expense. Upon the sale of a hotel, which is owned by the REIT to an unaffiliated third party, the -20- remaining unamortized deferred income is recognized as gain on sale of fixed assets in the Company's consolidated financial statements. When the Company builds a hotel for an unconsolidated joint venture, a portion of the profit is deferred. The deferral is computed as the Company's ownership in the joint venture, multiplied by the development fee profit and the construction profit (as it is recognized on the percentage of completion basis). The deferred income is recognized by the Company over the estimated useful life of the related hotel asset. A portion of the deferral is amortized over the same life the joint venture is depreciating the hotel asset (generally, 39 years), and the remaining portion is amortized over the same life the joint venture is depreciating the furniture, fixtures & equipment (generally, 7 years). Upon the sale of a hotel by the joint venture to an unaffiliated third party, the remaining unamortized deferred income is recognized as equity in income and (loss) of affiliates in the Company's consolidated financial statements. Impairment of Long-Lived Assets - ------------------------------- On January 1, 2002 the Company adopted Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"). The statement addresses financial accounting and reporting for the impairment or disposal of long-lived assets. SFAS 144 requires a long-lived asset for sale to be classified as "held for sale" in the period in which certain criteria are met, including that the sale of the asset within one year is probable. Based on historical experience and the Company's business strategy, the Company does not generally assess a sale as probable before the transaction closes, and does not believe any of its properties meet all of the criteria necessary to classify assets as held for sale as of December 31, 2002. SFAS 144 also requires that the results of operations of a component of an entity that either has been disposed of or is classified as held for sale be reported in discontinued operations if the operations and cash flows of the component have been or will be eliminated from its ongoing operations. The Company does not include the sales or operations of AmeriHost Inn hotels in discontinued operations because it retains ongoing royalty fees from those hotels after their sale. The operations of all other long-lived assets sold or classified as held for sale are reflected as discontinued operations. As of December 31, 2002, there were no identifiable discontinued operations. The Company periodically reviews the carrying value of certain of its long-lived assets, including its investment in and advances to joint ventures which own long-lived assets, in relation to historical results, current business conditions and trends to identify potential situations in which the carrying value of assets may not be recoverable. If such reviews indicate that the carrying value of such assets may not be recoverable, the Company would estimate the undiscounted sum of the expected cash flows of such assets to determine if such sum is less than the carrying value of such assets to ascertain if an impairment exists. If an impairment exists, the Company would determine the fair value by using quoted market prices, if available for such assets. If quoted market prices are not available, the Company would obtain an appraisal or discount the expected future cash flows of such assets. During 2001, the Company's reviews indicated that there was no permanent impairment of the Company's long-lived assets. During 2002, the Company reduced the carrying value of its investments in three unconsolidated joint ventures (two AmeriHost Inn hotels and one non-core hotel) by approximately $192,000 in connection with such review. In addition, during 2002, the Company reduced the carrying value of an investment in one non-core Consolidated joint venture by $450,000 in connection with such review. The impairment adjustments for the investments in the two unconsolidated AmeriHost Inn joint ventures and one non-core Consolidated joint venture are reflected as an impairment provision in the accompanying consolidated financial statements. The impairment adjustment for its investment in one non-core unconsolidated joint venture is reflected in equity in net income (loss) from unconsolidated joint ventures in the accompanying consolidated financial statements. -21- RESULTS OF OPERATIONS The following table sets forth the percentages of revenues of the Company represented by components of net income for 2002, 2001 and 2000. Percentage of Total Revenue Year Ended December 31, (unaudited) --------------------------------------------- 2002 2001 2000 --------- --------- --------- Revenue 100.0% 100.0% 100.0% Operating costs and expenses 79.5 75.8 77.1 ------- ------ ------- 20.5 24.2 22.9 Depreciation and amortization 7.2 6.1 6.0 Leasehold rents - hotels 7.1 8.4 8.6 Corporate general and administrative 2.9 2.5 2.2 Impairment provision 0.7 - - ------- ------ ------- Operating income 2.6 7.2 6.1 Interest expense (7.2) (6.7) (7.4) Interest and other income 1.0 1.8 1.5 Equity in income and losses of affiliates (0.5) (1.2) (0.1) Gain on sale of assets 1.0 1.1 8.8 ------- ------ ------- Income (loss) before minority interests and income taxes (3.1) 2.2 8.9 Minority interests in operations of consolidated subsidiaries and partnerships (0.1) (0.4) (0.1) ------- ------ ------- Income (loss) before income taxes (3.2) 1.8 8.8 Income tax benefit (expense) 1.0 (0.8) (3.5) ------- ------ ------- Net income (loss) (2.2)% 1.0% 5.3% ======= ====== =======
2002 compared to 2001 Revenues decreased 0.8% to $76.5 million during 2002, from $77.2 million during 2001. The increases in the hotel development, incentive and royalty sharing and office building rental segments were offset by decreases in the hotel operations, hotel sales and commissions, hotel management and employee leasing segments. Hotel operations revenue decreased 4.5% to $53.8 million during 2002, from $56.4 million during 2001. Revenues from Consolidated AmeriHost Inn hotels decreased 4.1% to $43.2 million during 2002, from $45.1 million during 2001. This decrease was attributable primarily to the net reduction in the number of hotels from the sale of five Consolidated AmeriHost Inn hotels in 2002, partially offset by the opening of two new Consolidated AmeriHost Inn hotels, and partially offset by a 2.9% increase in same room revenue from the Consolidated AmeriHost Inn hotels. Revenues from Consolidated non-core hotels decreased 5.9% during 2002, compared to 2001. This decrease was primarily the result of the 15.4% decrease in same room revenue from the Consolidated non-core hotels. The hotel operations segment included the operations of 61 Consolidated hotels (including 53 AmeriHost Inn hotels) comprising 4,430 rooms at December 31, 2002, compared to 63 Consolidated hotels (including 55 AmeriHost Inn hotels) comprising 4,560 rooms at December 31, 2001. -22- The Company typically builds new hotels in growing markets where it anticipates a certain level of additional hotel development. The Company has experienced an increase in competition in certain markets, primarily from newly constructed hotels. As a result, there is increased downward pressure on occupancy levels and average daily rates in certain markets. Nevertheless, same room revenues for all AmeriHost Inn hotels owned and operated by the Company, including Consolidated and Unconsolidated hotels, increased approximately 3.7% during 2002, compared to 2001, as occupancy increased 6.3% and average daily rate decreased $1.37. The Company believes that as the number of AmeriHost Inn hotels operated by both the Company and others increases, the greater the benefits will be at all AmeriHost Inn locations from marketplace recognition and repeat business. As the revenue from AmeriHost Inn hotels not operated by the Company increases, the Company's royalty sharing stream from Cendant is also enhanced. The Company does not anticipate a significant improvement in the operations of several of its non-core hotels, and intends to sell these assets when the terms are considered appropriate. Hotel development activity is summarized as follows: 2002 2001 2000 ----------------------------- ------------------------------- ---------------------------- Unaffiliated & Unaffiliated & Unaffiliated & Unconsolidated Consolidated Unconsolidated Consolidated Unconsolidated Consolidated Hotels (1) Hotels (2) Hotels (1) Hotels (2) Hotels (1) Hotels (2) -------------- ------------ -------------- ------------ -------------- ------------ Under construction at beginning of year 2 3 - 2 4 - Starts 1 2 2 4 - 3 Completions 2 2 - 3 4 1 Under construction at --- --- ---- ---- --- --- end of year 1 3 2 3 - 2 === === ==== ==== === === (1) hotels developed/constructed for unaffiliated third parties and entities in which the Company holds a non-controlling, minority ownership interest (2) hotels developed/constructed for the Company's own account and for entities in which the Company has a controlling ownership interest
Hotel development revenue increased to $7.2 million during 2002, from $1.7 million during 2001. Hotel development revenues are directly related to the number of hotels being developed and constructed for unconsolidated joint ventures and unrelated third parties. During 2002, the Company was constructing two hotels for unconsolidated joint ventures and one hotel for an unrelated third party, which was referred to the Company by Cendant, the franchisor of the AmeriHost Inn brand. Two of these hotels opened in 2002 and one for an unconsolidated joint venture was under construction at December 31, 2002, with a projected opening date in April 2003. In 2001, two hotels were under construction during the year, both of which were completed in 2002. The Company also had several additional projects in various stages of pre-construction development during these periods. The Company recorded $10.0 million in 2002 and $12.9 million in 2001 in hotel sales and commission revenue. The Company and the REIT, which owns certain of the Company's leased hotels, closed on the sale of five Consolidated AmeriHost Inn hotels during 2002 and nine Consolidated AmeriHost Inn hotels during 2001. The Company intends to continue to build and sell AmeriHost Inn hotels in order to maximize the value inherent in the Cendant transaction while enhancing net income and cash flow. Hotel management revenue decreased 10.2% to $1.0 million during 2002, from $1.1 million in 2001. The number of hotels managed for third parties and minority-owned entities decreased from 15 hotels, representing 1,211 rooms, at December 31, 2001, to 11 hotels, representing 838 rooms, at December 31, 2002. Employee leasing revenue decreased 30.2% to $3.3 million during 2002, from $4.7 million during 2001, due primarily to the reduction in hotels managed for unconsolidated joint ventures and unrelated third parties as described above. Development incentive and royalty sharing revenue increased to approximately $589,000 in 2002, compared to approximately $210,000 in 2001, as a result of the Company's sale of additional AmeriHost Inn hotels and the increase -23- in the number of non-Company owned AmeriHost Inn hotels franchised with Cendant. The Company received $1.8 million in 2002 and $1.6 million in 2001 in development incentive fees from the sale of AmeriHost Inn hotels, with approximately $367,000 and $148,000 recognized in 2002 and 2001, respectively, from the amortization of this deferred income. In addition, the Company recorded approximately $222,000 and $62,000 in royalty sharing fees in 2002 and 2001, respectively. Office building rental and other revenue, consisting primarily of leasing activities from the Company's office building in 2002 and 2001, increased to approximately $670,000 in 2002, from approximately $170,000 during 2001. On October 1, 2001, the Company purchased the office building in which its headquarters is located. The building contained approximately 50,000 rentable square feet when acquired, and has been subsequently increased to approximately 56,000 rentable square feet through various building improvements. The Company occupies approximately 19,000 square feet. Nearly all of the remaining space is leased to unrelated third parties pursuant to long-term leases. Total operating costs and expenses increased 4.1% to $60.9 million (79.5% of total revenues) in 2002, from $58.5 million (75.8% of total revenues) during 2001, primarily due to an increase in operating costs from hotel development, partially offset by decreases in operating costs and expenses from hotel operations, sale of hotel and commissions, and employee leasing segments as described below. Operating costs and expenses in the hotel operations segment decreased 1.4% to $41.5 million during 2002, from $42.1 million in 2001. A decrease in operating costs associated with the fewer number of hotels included in this segment (61 hotels at December 31, 2002, versus 63 hotels at December 31, 2001), was partially offset by significant increases in operating costs for the Consolidated non-core hotels. Hotel operations segment operating costs and expenses as a percentage of segment revenue increased to 77.1% during 2002, from 74.7% during 2001, due primarily to the inflationary increases and higher energy costs for the Consolidated non-core hotels. Operating costs and expenses as a percentage of revenues for the Consolidated AmeriHost Inn hotels remained flat at 73.1% in 2002, versus 73.0% in 2001. Operating costs and expenses for the hotel development segment increased to $7.2 million during 2002, from $1.5 million during 2001, consistent with the increase in hotel development revenues for 2002. Operating costs and expenses in the hotel development segment as a percentage of segment revenue increased to 100.3% during 2002, from 85.8% during 2001 as the 2002 results reflect a greater amount of construction activity, which resulted in higher operating costs in relation to the revenue recognized. The results for 2001 consisted of a greater amount of pre-construction, hotel development activity, which resulted in lower operating costs in relation to the revenue recognized. Hotel management segment operating costs and expenses declined to $714,648 during 2002, compared to $716,802 during 2001. This decrease was primarily due to the decrease in the number of hotels operated and managed for unrelated third parties and unconsolidated joint ventures and is consistent with the decrease in hotel management segment revenue. Employee leasing operating costs and expenses decreased 29.7% to $3.2 million in 2002, from $4.6 million during 2001, which is consistent with the 30.2% decrease in the employee leasing segment revenue during 2002. Office building rental and other operating costs and expenses consisted primarily of expenses related to the management of the Company's office building in 2002 and 2001. Office building rental and other operating expenses were $56,757 in 2002 and $2,958 in 2001. On October 1, 2001, the Company purchased the office building in which its headquarters is located and assumed the landlord duties for the other tenants. Depreciation and amortization expense increased 18.0% to $5.5 million during 2002, from $4.7 million during 2001. This increase was primarily attributable to the opening of six new Consolidated AmeriHost Inn hotels in 2001 and 2002; the acquisition of one AmeriHost Inn hotel from a joint venture in 2001; and the acquisition of the office building in the fourth quarter of 2001 and the resulting depreciation and amortization therefrom, partially offset by the sale of nine Consolidated hotels in 2001 and five Consolidated hotels in 2002. Leasehold rents - hotels decreased 16.9% to $5.4 million during 2002, from $6.5 million during 2001. The decrease was primarily attributable to the termination of six leased hotels during 2001 and 2002 as a result of the lessor selling these hotels, offset by the amortization of the hotel leases with the REIT. The amortization of deferred gain from the sale of the hotels to the REIT was approximately $712,000 and $818,000 in 2002 and 2001, respectively. -24- Corporate general and administrative expense increased 15.2% to $2.2 million during 2002, from $1.9 million during 2001, and can be attributed primarily to approximately $683,000 in expenses related to the resignation and replacement of the Company's President/CEO in 2002 and the overall growth of the Company. The results for 2001 reflect the recognition of $167,000 in one-time expenses related to the issuance of stock options in 2000 to joint venture partners, including a director of the Company, in connection with the sale of the AmeriHost Inn brand and franchising rights. The Company's operating income decreased 64.2% to $2.0 million during 2002, from $5.6 million during 2001. The following discussion of operating income by segment is exclusive of any corporate general and administrative expense. Operating income from Consolidated AmeriHost Inn hotels increased 2.2% to $3.2 million during 2002, from $3.1 million during 2001. This increase in operating income was due to a 2.9% increase in same room revenues, and decreases in certain hotel operating expenses. Operating loss from the hotel development segment was ($30,785) during 2002, compared to operating income of $236,319 during 2001. The decrease in hotel development operating income was due to the decrease in the higher margin hotel development activity for unrelated third parties and unconsolidated joint ventures during 2002, compared to 2001. Operating income from the sale of AmeriHost Inn hotels was $1.9 million during 2002, compared to $3.3 million during 2001, as a result of the sale of five Consolidated AmeriHost Inn hotels during 2002, compared to the sale of nine Consolidated AmeriHost Inn hotels during 2001. The hotel management segment had operating income of $191,097 during 2002, compared to $295,356 during 2001. This decrease was due primarily to a reduction in the number of hotel rooms managed for unrelated third parties and unconsolidated joint ventures. Employee leasing operating income decreased to $56,462 during 2002, compared to $110,642 during 2001, due primarily to the decrease in the number of employee leasing agreements with unrelated third parties and unconsolidated joint ventures, and the allocation of certain costs. Operating income for the development incentive and royalty sharing segment increased to $588,938 in 2002 from $209,633 in 2001, as a result of the sale of AmeriHost Inn hotels and the increase in the number of non-company owned AmeriHost Inn hotels franchised with Cendant. The office building rental segment had operating income of $454,397 during 2002, compared to $130,831 during 2001, due primarily to the acquisition of the building during the fourth quarter of 2001. Interest expense increased 7.0% to $5.5 million during 2002, from $5.2 million during 2001. This increase was primarily attributable to the overall increase in outstanding debt from the mortgage financing of newly constructed Consolidated hotels and the office building, partially offset by the sale of hotels and the reduction of interest rates on certain floating rate loan agreements. During 2001, the Company modified the terms of three hotel loan agreements with the related lenders to obtain more favorable interest rates. In addition, the Company assisted three joint ventures in modifying their loan agreements to obtain lower interest rates. Based upon a discounted cash flow analysis of the interest rate differentials, the modification transactions did not qualify to be treated as an extinguishment of debt with the simultaneous acquisition of new debt. The Company capitalizes interest expense incurred during the pre-opening construction period of a Company-owned hotel project, as part of the total development cost. The amount capitalized includes both interest charges from a direct construction loan, plus interest computed at the Company's incremental borrowing rate on the total costs incurred to date in excess of the construction loan funding. The Company capitalized approximately $287,000, $337,000 and $100,000 in 2002, 2001 and 2000, respectively, in construction period interest which is included in property and equipment. The Company's share of equity in income (loss) of unconsolidated joint ventures was ($412,094) during 2002, compared to ($925,654) during 2001. The increase in equity in income (loss) during 2002 was primarily attributable to the sale of two unconsolidated minority-owned properties in 2002 at a significant gain, offset by an impairment provision on a non-core hotel of $100,000 during the second quarter of 2002 and the recognition of 100% of the net operating losses from two additional unconsolidated joint ventures during 2002. The Company exchanged a note receivable from the principals of Diversified Innkeepers, Inc. in the amount of approximately $1.2 million at September 30, 2002, for a 50% ownership interest in a hotel joint venture. This exchange was accounted for at fair value and resulted in no gain or loss. The Company had previously managed this hotel for Diversified Innkeepers, Inc. pursuant to a management contract. Since the Company does not control the major decisions of this joint venture, this investment has been accounted for by the equity method. Distributions from affiliates were $172,685 during 2002, including a $150,000 note receivable pursuant to the sale of a hotel, compared to $19,220 during 2001. The Company recorded gains from the sale of assets of $727,076 during 2002, compared to $1.3 million in 2001. During 2002, the gain was comprised primarily of a $400,000 installment payment from Cendant for the purchase of the AmeriHost Inn brands and franchising rights, and the unamortized deferred gain remaining from the original sale of one -25- hotel to the REIT, which was recognized upon the consummation of the sale of this hotel by the REIT to an unrelated third party in 2002 and the simultaneous termination of the Company's lease with the REIT. During 2001, the gain was comprised primarily of a $400,000 installment payment from Cendant for the purchase of the AmeriHost Inn brands and franchising rights, and the recognition of the unamortized deferred gains upon the sale of three hotels by the REIT to unrelated third parties. The Company expects to continue recognizing the unamortized deferred gain from either a reduction in the lease expense over a period of time or the future sale of REIT-owned hotels. The Company recorded an income tax benefit of $805,000 in 2002, compared to income tax expense of $615,000 in 2001, which are directly related to the pre-tax loss and income incurred in 2002 and 2001, respectively. During 2002, the Company settled with its insurance company on a claim related to a hotel which was destroyed by a fire. This claim included amounts for lost profits, management fees, projected development cost increases, etc. The Company reported all such proceeds in excess of actual costs paid in the amount of approximately $298,000 in other income. The Company reported a net loss of $1.7 million in 2002, compared to net income of $755,100 in 2001, primarily due to the factors discussed above. 2001 compared to 2000 Revenues increased 1.3% to $77.2 million during 2001, from $76.2 million during 2000. The increase in the hotel sales and commissions segment was offset by decreases in the hotel operations, hotel development, hotel management and employee leasing segments. Hotel operations revenue decreased 8.1% to $56.4 million during 2001, from $61.4 million during 2000. Revenues from Consolidated AmeriHost Inn hotels decreased 8.4% to $45.1 million during 2001, from $49.2 million during 2000. This decrease was attributable primarily to the decrease in same room revenues and the net reduction in the number of hotels from the sale of nine Consolidated AmeriHost Inn hotels in 2001, partially offset by the opening of three new Consolidated AmeriHost Inn hotels, and the acquisition of one Consolidated AmeriHost Inn hotel from an unconsolidated minority-owned joint venture in 2001. Revenues from Consolidated non-AmeriHost Inn hotels decreased 6.8% during 2001, compared to 2000. This decrease was primarily the result of the sale of one Consolidated non-AmeriHost Inn hotel at the end of 2000. The hotel operations segment included the operations of 63 Consolidated hotels (including 55 AmeriHost Inn hotels) comprising 4,560 rooms at December 31, 2001, compared to 66 Consolidated hotels (including 60 AmeriHost Inn hotels) comprising 4,630 rooms at December 31, 2000. Hotel development revenue decreased 72.3% to $1.7 million during 2001, from $7.0 million during 2000. The Company was constructing one hotel for a minority-owned joint venture and one hotel for an unrelated third party during 2001, both of which were under construction at December 31, 2001. In 2000, four hotels were under construction during the year, all of which were completed prior to December 31, 2000. The Company also had several additional projects in various stages of pre-construction development during these periods. Hotel management revenue decreased 14.7% to $1.1 million during 2001, from $1.3 million in 2000. The number of hotels managed for third parties and minority-owned entities decreased from 17 hotels, representing 1,378 rooms, at December 31, 2000 to 16 hotels, representing 1,318 rooms, at December 31, 2001. The decrease in revenue was primarily due to a 4.4% reduction in rooms under contract and the decrease in same room revenues of those hotels. Employee leasing revenue decreased 21.8% to $4.7 million during 2001, from $6.0 million during 2000, due primarily to the reduction in hotels managed for minority-owned entities and unrelated third parties as described above, and the associated decrease in payroll costs which is the basis for the employee leasing revenue. Incentive and royalty sharing revenue was approximately $210,000 in 2001, compared to approximately $16,000 in 2000, as a result of the sale of the AmeriHost Inn brand in 2000, and the sale of AmeriHost Inn hotels in 2001. The Company received $1.6 million in development incentive fees in 2001 from the sale of AmeriHost Inn hotels, with -26- approximately $148,000 recognized in 2001, as the amortization of this deferred income. In addition, the Company recorded approximately $62,000 and $16,000 in royalty sharing fees in 2001 and 2000, respectively. Other revenue, consisting primarily of leasing revenue from the Company's office building in 2001, and franchising revenue in 2000, decreased to $169,612 in 2001, from $586,276 during 2000. On October 1, 2001, the Company purchased the office building in which its headquarters is located. The building contains approximately 50,000 rentable square feet, of which the Company occupies approximately 19,000 square feet. Nearly all of the remaining space was leased to unrelated third parties pursuant to long-term leases. On September 30, 2000, the Company sold the AmeriHost Inn franchising rights to Cendant. As a result, the Company did not report franchising revenue in 2001. Total operating costs and expenses decreased 0.4% to $58.5 million (75.8% of total revenues) in 2001, from $58.7 million (77.1% of total revenues) during 2000, primarily due to decreases in operating costs and expenses from the hotel operations and development segments as described below, offset by an increase in operating costs from hotel sales. Operating costs and expenses in the hotel operations segment decreased 5.7% to $42.1 million during 2001, from $44.7 million in 2000. A decrease in operating costs associated with the fewer number of hotels included in this segment (62 hotels at December 31, 2001 versus 66 hotels at December 31, 2000), was partially offset by significant increases in energy costs, inflationary increases in operating expenses and the greater number of stabilized hotels. Hotel operations segment operating costs and expenses as a percentage of segment revenue increased to 74.7% during 2001, from 72.8% during 2000, due primarily to the inflationary increases and higher energy costs. Operating costs and expenses as a percentage of revenues for the Consolidated AmeriHost Inn hotels increased to 73.0% in 2001, from 70.7% in 2000. Operating costs and expenses for the hotel development segment decreased 78.6% to $1.5 million during 2001, from $6.9 million during 2000, consistent with the 72.3% decrease in hotel development revenues for 2001. Operating costs and expenses in the hotel development segment as a percentage of segment revenue decreased to 76.5% during 2001, from 98.8% during 2000, due to the decrease in hotel development activity for unrelated third parties and unconsolidated joint ventures. The results for 2000 consisted of a greater amount construction activity, which resulted in higher operating costs in relation to the revenue recognized. The results for 2001 consisted of a greater amount of pre-construction hotel development activity, which resulted in lower operating costs in relation to the revenue recognized. Hotel management segment operating costs and expenses decreased 11.2% to $716,802 during 2001, from $806,959 during 2000. This decrease was primarily due to the decrease in the number of hotels operated and managed for unrelated third parties and minority-owned entities and consistent with the 14.7% decrease in hotel management segment revenue. Employee leasing operating costs and expenses decreased 22.2% to $4.6 million in 2001, from $5.9 million during 2000, which is consistent with the 21.8% decrease in segment revenue during 2001. Other operating costs and expenses consisted primarily of expenses related to the management of the Company's office building in 2001, and franchising activity in 2000. Other operating expenses were $2,958 in 2001 and $489,064 in 2000. On October 1, 2001, the Company purchased the office building in which its headquarters is located and assumed the landlord duties for the other tenants. On September 30, 2000, the Company sold the AmeriHost Inn brands and franchising rights to Cendant. As a result, the Company did not report franchising operating costs in 2001. Depreciation and amortization expense increased 2.9% to $4.7 million during 2001, from $4.5 million during 2000. This increase was primarily attributable to the opening of three new Consolidated AmeriHost Inn hotels, and the acquisition of one AmeriHost Inn hotel from a joint venture in 2001 and the resulting depreciation and amortization therefrom, partially offset by the sale of nine Consolidated hotels consummated in 2001. Leasehold rents - hotels remained relatively unchanged at $6.5 million during both 2001 and 2000. The decrease primarily attributable to the termination of four leased hotels as a result of the lessor selling these hotels during 2001 was offset by the reduction in deferred gain amortization as a result of the extension of the hotel leases with the REIT. The amortization of deferred gain from the sale of the hotels to the REIT was $818,000 and $1,487,000 in 2001 and 2000, respectively. Corporate general and administrative expense increased 12.6% to $1.9 million during 2001, from $1.7 million during 2000, and can be attributed primarily to the overall growth of the Company and the recognition of $167,000 in expenses -27- during the first quarter of 2001 related to the issuance of stock options in 2000 to joint venture partners, including a director of the Company, in connection with the sale of the AmeriHost Inn brand and franchising rights and transitional accounting fees, offset by a concerted effort to reduce administrative expenses. The Company's operating income increased 19.2% to $5.5 million during 2001, from $4.7 million during 2000. The following discussion of operating income by segment is exclusive of any corporate general and administrative expense. Operating income from Consolidated AmeriHost Inn hotels decreased 45.1% to $3.1 million during 2001, from $5.6 million during 2000. This decrease in operating income was due to the decrease in the number of consolidated AmeriHost Inn hotels operated by the Company, a decrease in same room revenues, and increases in certain hotel operating expenses including energy costs. Operating income from the hotel development segment increased to $236,319 during 2001, from $46,782 during 2000. The increase in hotel development operating income was due to the increase in pre-construction hotel development activity for unrelated third parties and unconsolidated joint ventures during 2001, compared to 2000, which has a higher gross profit margin than the construction activity. The hotel management segment had operating income of $295,356 during 2001, compared to $399,771 during 2000. This decrease was due primarily to a reduction in the number of hotel rooms managed for unrelated third parties and unconsolidated joint ventures. Employee leasing operating income increased slightly to $110,642 during 2001, compared to $108,812 during 2000, due primarily to the decrease in employee leasing agreements with unrelated third parties and unconsolidated joint ventures, offset by the allocation of certain costs. During 2001, the Company modified the terms of three hotel loan agreements with the related lenders to obtain more favorable interest rates. In addition, the Company assisted three joint ventures in modifying their loan agreements to obtain lower interest rates. Based upon a discounted cash flow analysis of the interest rate differentials, the modification transactions did not qualify to be treated as an extinguishment of debt with the simultaneous acquisition of new debt. Interest expense decreased 8.1% to $5.2 million during 2001, from $5.6 million during 2000. This decrease was primarily attributable to the aforementioned sales of hotels whereby the Company does not incur any interest expense on the sold hotels after the sale dates as well as the reduction of interest rates on certain loan agreements, partially offset by the mortgage financing of newly constructed Consolidated hotels. The Company capitalizes interest expense incurred during the pre-opening construction period of a Company-owned hotel project, as part of the total development cost. The amount capitalized includes both interest charges from a direct construction loan, plus interest computed at the Company's incremental borrowing rate on the total costs incurred to date in excess of the construction loan funding. The Company capitalized $336,748, $100,275 and $121,238 in 2001, 2000, and 1999, respectively, in construction period interest which is included in property and equipment. The Company's share of equity in income (loss) of affiliates was ($925,654) during 2001, compared to ($101,872) during 2000. The decrease in equity of affiliates during 2001 was primarily attributable to the sale of two minority-owned properties in the first half of 2000 at a significant gain, as well as the recognition of losses in 2001 in excess of the Company's ownership interest for two joint ventures. Distributions from affiliates were $19,220 during 2001, compared to $473,808 during 2000. The Company recorded gains from the sale of assets of $1,286,338 during 2001, compared to $6.7 million in 2000. During 2001, the gains were comprised primarily of a $400,000 installment payment received from the sale of the AmeriHost Inn brands and franchising rights to Cendant, and the unamortized deferred gains remaining from the original sale of four hotels to the REIT, which were recognized upon the consummation of the sales of these hotels by the REIT to unrelated third parties in 2001 and the simultaneous termination of the Company's leases with the REIT. The Company expects to continue recognizing the unamortized deferred gain from the future sale of REIT-owned hotels. The Company reported a gain on sale from the sale of the AmeriHost Inn name and franchising rights in 2000 for approximately $5.2 million. In addition, four Consolidated hotels were sold in 2000, where the Company recorded gains on the sales. The Company recorded income tax expenses of $615,000 in 2001, compared to $2.7 million in 2000, which are directly related to the pre-tax income incurred in 2001 and 2000, respectively. The Company reported net income of $755,100 in 2001, compared to $4.0 million in 2000, primarily due to the factors discussed above. -28- LIQUIDITY AND CAPITAL RESOURCES The Company has seven main sources of cash from operating activities: (i) revenues from hotel operations; (ii) fees from development, construction and renovation projects, (iii) revenues from the sale of hotel assets; (iv) fees from management contracts, (v) fees from employee leasing services, (vi) hotel development incentive fees and royalty sharing pursuant to the Cendant transaction, and (vii) rental income from the ownership of an office building. Approximately 10% of the Company's hotel operations revenues is not received at checkout and is generated through other businesses and contracts (such as direct billings to local companies using the hotel and third party hotel room brokers), which is usually paid within 30 to 45 days from billing. Fees from development, construction and renovation projects are typically received within 15 to 45 days from billing. Due to the procedures in place for processing its construction draws, the Company typically does not pay its contractors until the Company receives its draw from the equity or lending source. The Company typically receives an earnest money deposit from the buyer of a hotel when a sales contract is executed. The remaining proceeds from the sale of hotel assets are received at the time of closing. Management fee revenues typically are received by the Company within five working days of the end of each month. Cash from the Company's employee leasing segment typically is received as of or prior to the pay date. The development incentive fee from Cendant is typically received within 20 days of the simultaneous closing of the Company's sale of an AmeriHost Inn hotel and the execution by the buyer of a franchise agreement with Cendant, including all proper documentation. Royalty sharing payments from Cendant are received quarterly, based on the actual royalty payments received by Cendant from all AmeriHost Inn hotel franchisees, except for those operated by the Company. Office space rents are typically received monthly in advance, around the first of each month. During 2002, the Company's cash provided from operations was $14.3 million, compared to $15.9 million during 2001, or a decrease in cash provided by operations of $1.6 million. The decrease in cash flow from operations during 2002, when compared to 2001, can be attributed primarily to the decrease in sale of hotel activity, the decrease in operating income from non-core hotels, and the one-time expenses related to the resignation and replacement of the Company's President/CEO in 2002, partially offset by the increase in hotel development activity for a third party and minority-owned entities and the increase in operating income from operating its portfolio of AmeriHost Inn hotels. The Company invests cash in three principal areas: (i) the purchase of property and equipment through the construction and renovation of Consolidated hotels; (ii) the purchase of equity interests in hotels; and (iii) the making of loans to affiliated and non-affiliated hotels for the purpose of construction, renovation and working capital. From time to time, the Company may also utilize cash to purchase its own common stock. The Board of Directors has authorized the Company to buy back, at any time and without notice, up to 1,000,000 shares of its own common stock under certain conditions. Under this authorization, to date the Company has not repurchased a significant number of shares. Pursuant to an amendment to the master lease agreement with a REIT, the Company can facilitate the sale of up to eight leased hotels by the REIT. When the REIT sells a leased hotel to a buyer who becomes an AmeriHost Inn franchisee of Cendant, the Company receives: (i) a commission from the REIT for facilitating the transaction which is based upon the sale price, (ii) an incremental fee from Cendant, and (iii) long-term royalty sharing fees from Cendant from the future royalties paid to Cendant. Both the Company and the REIT choose which properties are sold. For each hotel chosen by the Company, one hotel is also chosen by the REIT. The Company's choice is final when the sale transaction closes. The REIT makes their corresponding choice at this time. If the Company and the REIT are not successful in selling the REIT's choice, then the Company is obligated under the agreement to purchase the hotel from the REIT. If the Company does not complete the purchase of the hotel within the specified time period, then the Company's rent payment on all of the REIT hotels shall be increased by 0.25% each time. The Company cannot close on the sale of its third and fourth choice until the first and second REIT choices have been sold (or purchased by the Company), respectively. During 2001, the Company facilitated the sale of two hotels by the REIT (the Company's first and second choices), and purchased one hotel from the REIT (the REIT's first choice). During 2002, the Company purchased the REIT's second choice, using approximately $680,000 in cash, plus mortgage financing already committed from an affiliate of the REIT, and facilitated the sale of one hotel by the REIT. The Company must facilitate the sale or purchase of the REIT's third choice by June 5, 2003. The Company believes a sale of this hotel is not likely in the near future, and thus it intends to purchase this hotel by this date using -29- cash of approximately $556,000 and mortgage financing already committed by an affiliate of the REIT of approximately $1.7 million. On September 18, 2000, in connection with the approval of all joint venture partners regarding the sale of AmeriHost Inn brand and franchising rights, the Company finalized the terms of an agreement to issue 125,000 new stock options to the partners in three existing joint ventures, canceling 60,000 existing stock options held by these partners, and to purchase their remaining ownership interests in these three joint ventures at specified prices. One of the partners in these three joint ventures is a director of the Company (see item 13 below). One of these acquisitions was completed in 2001, and one was completed during the second quarter of 2002 using approximately $797,000. The final one is scheduled to be completed before April 12, 2003; however, the Company currently is in the process of extending this purchase obligation. The Company expects to use approximately $830,000 for the purchase of the remaining joint venture interest. During 2002, the Company used $17.1 million in investing activities compared to using $27.5 million during 2001. During 2002, the Company bought out a partner's interest in one joint venture for $796,786, used $18.6 million to purchase property and equipment for Consolidated hotels, and received $877,904 in distributions and collections on advances from affiliates, net of investments in and advances to affiliates. During 2001, the Company bought out a partner's interest in one joint venture for $804,613, used $25.4 million to purchase property and equipment for Consolidated hotels, and used $1.5 million for investments in and advances to affiliates, net of distributions and collections on advances from affiliates. Cash provided by financing activities was $2.0 million during 2002 compared to cash provided by financing activities of $14.6 million during 2001. In 2002, the primary factors were $13.0 million in proceeds from the mortgage financing of Consolidated hotels, offset by net repayments of $409,415 on the Company's operating line-of-credit, and principal repayments of $10.4 million on the mortgage financing of Consolidated hotels, including the repayment of mortgages in connection with the sale of hotels. In 2001, the contributing factors were $20.6 million in proceeds from the mortgage financing of Consolidated hotels, net proceeds of $3.4 million on the Company's operating line-of-credit, offset by principal repayments of $9.2 million on the mortgage financing of Consolidated hotels, including the repayments of mortgages in connection with the sale of hotels. Approximately $4.0 million is classified as current portion of long-term debt, including one mortgage which is due within the next twelve months. The Company expects this mortgage to be repaid through the sale of the hotel or refinanced prior to maturity. This mortgage bears interest at the floating rate of prime plus 2.5% per annum. If refinanced, the Company expects, based on current market conditions, the interest rate to remain at a similar level. The Company has secured a $20 million construction line of credit facility, which provides for both construction financing as well as long-term permanent mortgage financing. The Company utilizes this facility primarily for the construction of wholly-owned AmeriHost Inn properties, as approved by the lender on a project-by-project basis. As of December 31, 2002, approximately $8.5 million has been utilized for three hotel projects, which is, or will be, converted to long-term financing. The Company has until May 31, 2003, to utilize this facility for new projects and is currently in the process of renewing this facility. The Company, through wholly-owned subsidiaries, is a general partner or managing member in 16 joint ventures as of December 31, 2002. As such, the Company is secondarily liable for the obligations and liabilities of these joint ventures. As of December 31, 2002, these joint ventures had $29.4 million outstanding under mortgage loan agreements. Approximately $7.4 million of this amount has been included in the Company's consolidated financial statements as of December 31, 2002, since it is from joint ventures in which the Company has a majority or controlling ownership interest, leaving approximately $22.0 million in off-balance sheet mortgage debt with unconsolidated joint ventures. Of this $22.0 million of financing, the Company also has provided approximately $15.0 million in guarantees to the lenders. Other partners have also guaranteed portions of this amount. One unconsolidated joint venture mortgage loan in the amount of $1.8 million at December 31, 2002, matures in 2003. The Company expects the joint venture may sell this hotel, extend the loan, or refinance the loan prior to its maturity. The remaining joint venture mortgage loans mature after 2003. From time to time, the Company advances funds to joint ventures for working capital and renovation projects. The advances bear interest at rates ranging from prime to 10% per annum and are due upon demand. The advances were $2.9 million and $7.0 million at December 31, 2002 and 2001, respectively, and are included in investments in and advances to unconsolidated hotel joint ventures in the Company's consolidated financial statements. The amount at December 31, 2001, includes mortgage financing the Company had provided for one unconsolidated joint venture. -30- The Company expects the joint ventures to repay these advances through cash flow generated from hotel operations, mortgage financing, and/or the sale of the hotel. Certain of the Company's hotel mortgage notes and the Company's office building mortgage note contain financial covenants, principally minimum net worth requirements, debt to equity ratios, and minimum debt service coverage ratios. At December 31, 2002, the Company was not in compliance with the minimum debt service coverage ratio contained in two mortgage loan agreements, aggregating approximately $4.6 million. However the Company has obtained waivers with respect to these violations. In addition, one joint venture where the Company has guaranteed the mortgage debt was not in compliance with the minimum debt service coverage ratio covenant contained in the mortgage loan agreement. This joint venture has also obtained a waiver from the lender regarding this violation. At December 31, 2002, the Company had $6.4 million outstanding under its operating line-of-credit. The operating line-of-credit has a limit of $8.5 million, is collateralized by substantially all the assets of the Company subject to first mortgages from other lenders on hotel assets, bears interest at a rate based on either the prime rate or LIBOR, plus a spread adjusted quarterly based on the Company's leverage ratio, ranging from zero to 0.5% (if prime based) or 3.0% (if LIBOR based), and matures April 30, 2003. The credit line provides for the maintenance of certain financial covenants, including minimum tangible net worth, a maximum leverage ratio and a minimum debt service coverage ratio. The Company was not in compliance with the maximum leverage ratio and the minimum debt service coverage ratio covenants as of December 31, 2002; however the lender has waived these violations in connection with the renewal of the line-of-credit set forth below. In March 2003, the Company received a commitment from this lender to renew the line-of-credit through April 30, 2004, with a maximum available of $6.5 million, reducing to $6.0 million on September 30, 2003, and to $5.5 million on February 28, 2004. The commitment is subject to the closing of the renewed loan by April 30, 2003, and certain other conditions. The terms of the agreement were revised to provide for interest at the rate of prime, plus 2.5%, with a floor of 6.75%. The credit line provides for the maintenance of certain financial covenants, as in the previous credit line, as well as a minimum net income covenant for 2003. The Company intends to pursue longer term financing options with other lenders that would better match the Company's business plan of developing, building and selling AmeriHost Inn hotels. However, there can be no assurance that the Company will obtain an alternative credit facility of longer duration under terms and conditions that the Company deems satisfactory. The following table summarizes the contractual obligations of the Company, including off-balance sheet mortgage loan guarantees provided for certain joint ventures: Payments due by period ---------------------- Less than 1 - 3 3 -5 More than Total 1 year years years 5 years ------------- ------------- ------------- ------------- --------------- Long-term debt - consolidated $ 76,241,989 $ 4,038,301 $ 14,496,163 $ 16,852,092 $ 40,855,433 Long-term debt - unconsolidated joint ventures 22,025,814 2,585,794 2,673,162 2,361,224 14,405,634 Line of credit 6,384,287 6,384,287 - - - Operating leases - consolidated 67,990,000 5,939,000 11,935,000 12,395,000 37,721,000 Operating leases - unconsolidated - - - - - Purchase obligations: Joint venture buyout 829,800 829,800 - - - Lease buyout 2,225,000 2,225,000 - - - Construction contracts 3,033,730 3,033,730 - - - Other long-term liabilities - - - - - Total $ 178,730,620 $ 25,035,912 $ 29,104,325 $ 31,608,316 $ 92,982,067 ============= ============= ============= ============= =============
-31- The Company expects cash from operations, including proceeds from the sale of hotels, to be sufficient to pay all operating and interest expenses in 2003, as well as commitments to purchase hotel assets; provided that current financing facilities remain in place. FINANCING RISKS The availability of financing on reasonable terms is critical to the ability of the Company to develop hotels, maintain its operations and sell hotels. The Company's results and prospects may be materially affected by the availability and conditions of development and mortgage financing and lines-of-credit for the Company and for potential purchasers and franchisees of the Company's hotels. The requirements of lenders may be influenced by economic and geopolitical conditions, as well as the Company's business. Changes in the availability or terms of financing could have a material adverse effect on the company. SEASONALITY The lodging industry, in general, is seasonal by nature. The Company's hotel revenues are generally greater in the second and third calendar quarters than in the first and fourth quarters due to weather conditions in the primarily midwest markets in which the Company's hotels are located, as well as general business and leisure travel trends. This seasonality can be expected to continue to cause quarterly fluctuations in the Company's revenues. Quarterly earnings also may be adversely affected by events beyond the Company's control, such as extreme weather conditions, economic factors, securities and geopolitical concerns and other general factors affecting travel. In addition, hotel construction is seasonal, depending upon the geographic location of the construction projects. Construction activity in the Midwest may be slower in the first and fourth calendar quarters due to weather conditions. Also, since the Company's management fees are based upon a percentage of the hotel's total gross revenues, the Company is further susceptible to seasonal variations. INFLATION Management does not believe that inflation has had, or is expected to have, any significant adverse impact on the Company's financial condition or results of operations for the periods presented. RECENTLY ISSUED ACCOUNTING STANDARDS On April 30, 2002, the FASB issued Statement of Financial Accounting Standards No. 145 ("SFAS 145"), "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13 and Technical Corrections." The rescission of SFAS 4, "Reporting Gains and Losses from Extinguishment of Debt," and SFAS 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements," which amended SFAS 4, will affect income statement classification of gains and losses from extinguishment of debt. SFAS 4 requires that gains and losses from extinguishment of debt be classified as an extraordinary item, if material. Under SFAS 145, extinguishment of debt is now considered a risk management strategy by the reporting enterprise, and the FASB does not believe it should be considered extraordinary under the criteria in APB Opinion No. 30, "Reporting the Results of Operations-Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions," unless the debt extinguishment meets the unusual in nature and infrequency of occurrence criteria in APB Opinion No. 30. SFAS 145 will be effective for fiscal years beginning after May 15, 2002. Upon adoption extinguishments of debt shall be classified under the criteria in APB Opinion No. 30. The Company does not believe the adoption of SFAS 145 will have a material effect on its financial statements. In June 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS 146"). SFAS 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." SFAS 146 requires that a liability for costs associated with an exit or disposal activity be recognized when the liability is incurred rather than when a company commits to such an activity and also establishes fair value as the objective for initial measurement of the liability. SFAS 146 is effective for exit or disposal activities that are initiated after December 31, 2002. The Company has -32- not yet fully assessed the impact of SFAS 146 on the consolidated financial statements, but does not anticipate it to be material. In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others," and interpretation of FASB Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34. This interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees issued. The interpretation also clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken. The initial recognition and measurement provisions of the interpretation are applicable to guarantees issued or modified after December 31, 2002, and are not expected to have a material effect on the Company's consolidated financial statements. As described in Note 4, the Company has guaranteed mortgage loan obligations on certain joint ventures in which the Company holds a minority ownership interest, to secure undertakings made by those joint ventures. The Company anticipates that no such contingent liability will be realized, and that the various guarantees will eventually expire. As such, the Company believes the aggregate fair value of all such guarantees is negligible. In December 2002, the FASB issues SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure" ("SFAS 148"). This statement amends FASB Statement No. 123, "Accounting for Stock-based Compensation," to provide alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based employee compensation. In addition, SFAS 148 and the disclosure requirements of Statement No. 123 require prominent disclosures in both annual and interim financial statements. Certain of the disclosure modifications are required for fiscal years ending after December 15, 2002, and are included in the notes to these consolidated financial statements. The Company has not yet determined whether it will commence reporting the fair value of any options as a charge against earnings. In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities," (FIN46) an interpretation of ARB No. 51. This interpretation addresses the consolidation by business enterprises of variable interest entities as defined in the interpretation. The interpretation applies immediately to variable interests in variable interest entities created after January 31, 2003, and to variable interests obtained in variable interest entities after January 31, 2003. For public companies like the Company, the interpretation is applied to the enterprise no later than the beginning of the first annual reporting period beginning after June 15, 2003. The application of this interpretation is not expected to have a material effect on the Company's consolidated financial statements. The interpretation requires certain disclosures in the consolidated financial statements issued after January 15, 2003, if it is reasonably possible that the Company will consolidate or disclose information about variable interest entities when the interpretation becomes effective. The Company does not currently anticipate consolidating any variable interest entities upon the application of FIN46. PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 All statements contained herein that are not historical facts, including but not limited to, statements regarding the Company's hotels under construction and the operation of AmeriHost Inn hotels are based on current expectations. These statements are forward looking in nature and involve a number of risks and uncertainties. Actual results may differ materially. Among the factors that could cause actual results to differ materially are the following: the availability of sufficient capital to finance the Company's business plan on terms satisfactory to the Company, including the Company's ability to refinance existing debt when due; competitive factors, such as the introduction of new hotels or renovation of existing hotels in the same markets; changes in travel patterns which could affect demand for the Company's hotels; changes in development and operating costs, including labor, construction, land, equipment, and capital costs; general business and economic conditions; and other risk factors described from time to time in the Company's reports filed with the Securities and Exchange Commission. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. -33- ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The Company's exposure to market risk for changes in interest rates relates primarily to the Company's long-term debt obligations. The Company has some cash flow exposure on its long-term debt obligations to changes in market interest rates. The Company primarily enters into long-term debt obligations in connection with the development and financing of hotels. The Company maintains a mix of fixed and floating debt to mitigate its exposure to interest rate fluctuations. The Company's management believes that fluctuations in interest rates in the near term would not materially affect the Company's consolidated operating results, financial position or cash flows, as the Company has limited risks related to interest rate fluctuations. The table below provides information about financial instruments that are sensitive to changes in interest rates, for each interest-rate sensitive asset or liability as of December 31, 2002. The carrying amounts reflected approximate the estimated fair values. As the table incorporates only those exposures that existed as of December 31, 2002, it does not consider those exposures or positions which could arise after that date. Moreover, the information presented therein is merely an estimate and has limited predictive value. As a result, the ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during future periods, hedging strategies and prevailing interest rates at the time. Average Nominal Carrying Value Interest Rate -------------- --------------- Operating line of credit - variable rate $ 6,384,287 5.50% Mortgage debt - fixed rate $ 29,000,331 7.52% Mortgage debt - variable rate $ 47,241,658 6.17%
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. The consolidated financial statements filed as part of this Form 10-K are included under "Exhibits, Financial Statements and Reports on Form 8-K" under Item 15. Selected quarterly financial data is presented in Note 16 to the consolidated financial statements. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. There have been no disagreements with KPMG LLP on accounting and financial disclosure matters which are required to be described by Item 304 of Regulation S-K. -34- PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. The Company's executive officers and directors are: Name Age Position ---- --- -------- Kenneth M. Fell 45 Chairman of the Board of Directors Andrew E. Shapiro 41 Vice Chairman of the Board of Directors Jerry H. Herman 49 President, Chief Executive Officer and Director James B. Dale 39 Senior Vice President of Finance, Secretary, Treasurer and Chief Financial Officer Steven J. Belmonte 50 Director Salomon J. Dayan 57 Director Gerald T. LaFlamme 63 Director Thomas J. Romano 50 Director Kenneth M. Fell has been a member of the Board of Directors since August 2002. In December 2002, Mr. Fell was elected independent Chairman of the Board of Directors. Since 1983, Mr. Fell has been an independent floor trader and member of various divisions of the Chicago Mercantile Exchange. These include the Index and Options Market (1983-present), the International Monetary Market (1984-present), and the Growth and Emerging Market (1995-present). Since 1986, Mr. Fell has been the President and sole owner of K.F., Inc., a financial derivatives trading corporation. Andrew E. Shapiro has been a member of the Board of Directors since September 2002, and was elected independent Vice Chairman of the Board of Directors in February 2003. He is also Chairman of the Company's Corporate Governance/Nominating Committee. Mr. Shapiro is Managing Member and President of Lawndale Capital Management, LLC, a San Francisco Bay area investment advisory firm, and Chairman and President of a predecessor investment advisor, and now holding company, Lawndale Capital Management, Inc., since 1992. Prior to forming the Lawndale Capital entities, Mr. Shapiro obtained numerous years of experience in highly leveraged investments and lending. He has been a Board Observer of Earl Scheib, Inc. (A-ESH), pursuant to an agreement with that company's Board, and he is a member of the National Association of Corporate Directors (NACD). Jerry H. Herman is President and Chief Executive Officer, and a member of the Board of Directors, since January 2003. Mr. Herman is responsible for the development and implementation of the Company's strategic objectives, business plan, core businesses, and asset decisions. From 1992 to 2002, Mr. Herman was Chief Executive Officer and a member of the Board of Directors of City Hotels USA, the U.S. holding company of a publicly traded ownership, development, management and hospitality company headquartered in Belgium with assets in Europe and the United States. Prior to that, from 1984 to 1991, he was General Counsel and then Senior Vice President of Hotel Acquisitions for C.R.I., Inc., a national real estate investment and management firm with multi-family, hotel, and commercial ownership and mortgage portfolios. Mr. Herman is a member of the District of Columbia Bar and the American Bar Association, and he recently served as a founding member of the National Franchise Advisory Boards of the Doubletree and Homewood Suites brands. -35- James B. Dale was promoted to Chief Financial Officer in 1998, in addition to his responsibilities as Senior Vice President of Finance. Mr. Dale began his employment with the Company in May 1994 as the Company's first Corporate Controller. He has been responsible for overseeing all aspects of the Company's property and corporate accounting departments, including preparation of all SEC filings. In 1999, Mr. Dale was elected Secretary by the Board of Directors. Prior to joining the Company, Mr. Dale was an Audit Manager with an international public accounting firm, with nearly nine years of experience in auditing, financial reporting and taxation. Mr. Dale is a Certified Public Accountant and is a member of the American Institute of Certified Public Accountants and the Illinois CPA Society. Steven J. Belmonte, CHA, has been a member of the Board of Directors since August, 2002. He is Chairman of the Company's Compensation Committee. In 2002, Mr. Belmonte launched Hospitality Solutions, LLC, a full-service, nationwide consultation firm specializing in lodging industry issues at the hotel and corporate level. Hospitality Solutions offers expert witness and arbitration services, litigation support, license agreement formulation or termination negotiation assistance, asset management, special projects, targeted training programs, and motivational speaking. From 1991 to 2002, Mr. Belmonte oversaw the Ramada hotel chain, which had over 1,000 hotels and nearly 135,000 hotel rooms throughout the United States, becoming the longest standing president of a national franchised hotel chain. Mr. Belmonte has assumed leadership roles in charities related to the hotel industry as follows: Chairman of the American Hotel Foundation (AHF) and Vice Chairman of the American Hotel & Lodging Educational Foundation (AH&LEF). Furthermore, Mr. Belmonte's charitable leadership has also extended to Childreach, whose activities have included constructing two medical facilities, a Food and Science Laboratory and a library in Africa, and schools in the Dominican Republic and Honduras. Salomon J. Dayan, M.D., has been a member of the Board since August, 1996. In 1980, Dr. Dayan, a physician certified in internal and geriatric medicine, founded the Salomon J. Dayan Ltd., a multi-specialty medical group, which is dedicated to the care of the elderly in hospital and nursing home settings. He was Chief Executive Officer from 1980 until the medical group was sold in 1998. Dr. Dayan was the Medical Director and Executive Director of Healthfirst, a corporation which operates multiple medical ambulatory facilities in the Chicago, Illinois area from 1986 until the corporation was sold in 1996. Since 1994, he has been an assistant professor at Rush Medical Center in Chicago. Dr. Dayan is currently the Chairman of the Board of Directors of J. D. Financial, a bank holding company owning Pan American Bank. In July 2002, Dr. Dayan started a new company called Pan American Mortgage, LLC, a residential mortgage broker, where he serves as CEO. Dr. Dayan also has numerous investments in residential and commercial real estate. Gerald T. LaFlamme has been a member of the Board of Directors since August 2002. He is Chairman of the Company's Audit Committee. He is the Senior Vice President and Chief Financial Officer of Davidson Communities, LLC, a real estate development company since 2001, where his responsibilities include land acquisitions, joint venture transactions and the financing of real estate projects. From 1997 through 2001, Mr. LaFlamme was retired. From 1978 to 1997, Mr. LaFlamme was a Managing Partner with Ernst & Young LLP and had responsibility for managing the firm's Real Estate Office in San Diego, California. Mr. LaFlamme has extensive experience in structuring real estate transactions and in developing business strategies for Real Estate Investment Trusts, residential and commercial developers, and hospitality management companies. Thomas J. Romano has been a member of the Board since November 1999. Mr. Romano has been an Executive Vice President and a member of executive management for Bridgeview Bank Corp. since 1997. He served as Chief Credit Officer and President of the Lake County, Illinois region, responsible for a significant loan portfolio from 1997 until June 2002, at which time he became, responsible for leading the community banks' marketing efforts for Bridgeview Payment Solutions and Bridgeview Capital Solutions. Prior to Bridgeview Bank Group, his experience includes 19 years with First of America Bank where his responsibilities included the management of the commercial lending functions across the Northern Illinois Region. Mr. Romano is currently a member of Robert Morris Associates and serves as a director for Bridgeview Bank N.A., Laserage Technology Corporation and the Goldman Philanthropic Partnerships. -36- SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Based upon a review of Section 16(a) filings furnished to the Company, the Company is not aware of any failure to file reports required by Section 16(a) on a timely basis during 2002. CORPORATE GOVERNANCE Since June 2002, the Company has adopted strong corporate governance changes that enhance the independent composition and independent functioning of the Company's board. Key elements include mandating that a super-majority of two-thirds of the Board and 100% of its key committees be composed of independent directors. Since August 2002, five new directors have been elected to the seven-member board. The Board meets regularly in non-management executive session, and the Chairman of the Board position has been made independent and separate from the Chief Executive Officer. In February 2003, an independent director was named Vice Chairman as part of the Board's program to improve succession planning. The Board of Directors also acts through four standing committees, consisting of the Audit Committee, Corporate Governance Committee, Compensation Committee and Ad Hoc Committee. All committees are comprised of independent directors, except for the Ad Hoc Committee which is comprised of a supermajority of indepedent members. The Board has determined that at least one of the members of the Audit Committee is a financial expert. ITEM 11. EXECUTIVE COMPENSATION The following table sets forth certain information concerning the annual and long-term compensation for services as officers to the Company for the fiscal years ended December 31, 2002, 2001 and 2000, of those persons who were, at December 31, 2002: The chief executive officer and the other executive officer of the Company (the "Named Officers"). See "Compensation of Directors" under Item 11. SUMMARY COMPENSATION TABLE
Long-Term Compensation --------------------------- Annual Compensation Restricted Securities ----------------------------- Name and Principal Stock Underlying All Other Position Year Salary Bonus Awards Options(#)(1) Compensation(2) - ------------------------ ------ -------- ---------- ------ -------------- --------------- Michael P. Holtz (3) 2002 316,250 - - 100,000 464,315 Former Chairman of the Board, 2001 325,000 - - 100,000 23,422 President, Chief Executive Officer 2000 325,000 36,500 - 100,000 17,500 James B. Dale 2002 145,000 13,600 - 21,000 2,036 Senior Vice President Finance, 2001 132,115 9,000 - 21,000 2,214 Secretary, Treasurer, and 2000 125,000 5,000 - 21,000 1,300 Chief Financial Officer (1) Includes 50,000, 50,000, and 100,000 options issued to Mr. Holtz in 2002, 2001 and 2000, respectively, which did not vest and were forfeited. Mr. Holtz exercised 50,000 options issued in 2002 and 50,000 options issued in 2001 upon the closing of his settlement agreement in December 2002. Includes 7,000 and 7,000 options issued in 2002 and 2001, respectively, to Mr. Dale which did not vest and were forfeited. All other options issued to Mr. Dale were fully vested as of December 31, 2002, except for 14,000 options issued in 2002. (2) Includes severance compensation and benefits in the amount of $440,200 for Mr. Holtz in 2002, in accordance with the terms of his severance settlement agreements. Also includes life and disability insurance premiums paid by the Company on behalf of the Named Officers and the Company's 401(k) matching contributions of $2,750, $2,625 and $2,500 for Mr. Holtz, and $1,586, $1,764 and $1,300 for Mr. Dale, for 2002, 2001 and 2000, respectively. (3) On August 15, 2002, Mr. Holtz tendered his resignation as an executive officer of the Company, which resignation became effective on December 12, 2002. On December 19, 2002, the Company entered into a new employment agreement with Jerry H. Herman with a start date of January 7, 2003. A summary of Mr. Herman's employment agreement follows below.
-37- STOCK OPTIONS The following table summarizes the number and terms of stock options granted to each of the Named Officers during the year ended December 31, 2002. OPTION GRANTS IN LAST FISCAL YEAR
Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation Individual Grants for Option Term ---------------------------------------------------------- ----------------------------- % of Total Options Granted to Exercise or Options Employees in Base Price Expiration Name Granted(1) Fiscal Year ($/Sh) Date 5% ($) 10% ($) - ------------------------------------- --------------- ------------ ------------ ---------- ----------- Michael P. Holtz 100,000 51.8% $2.02 Jan. 2012 335,878 617,249 James B. Dale 21,000 10.9% $3.51 June 2012 41,593 105,471
Since the Company did not meet certain financial performance criteria for 2002, 50,000 and 7,000 options issued in 2002 to Mr. Holtz and Mr. Dale, respectively, did not vest and were forfeited. Mr. Holtz exercised 50,000 options granted in 2002 prior to his separation from the Company. The following table provides information concerning the exercise of stock options during 2002 and the year-end value of unexercised options for each of the Named Officers and Directors of the Company. OPTION EXERCISES AND YEAR-END VALUE TABLE
Number of Unexercised Value of Unexercised Options Held at in-the-Money Options at Shares December 31, 2002 December 31, 2002 (1) Acquired Value --------------------------- -------------------------- Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable - ---- ----------- -------- ----------- ------------- ----------- ------------- Salomon J. Dayan - $ - 71,000 3,500 $ 797 $ - Thomas J. Romano - - 4,500 3,500 797 - Kenneth M. Fell - - - 3,500 - - Andrew E. Shapiro - - - 2,500 - - Gerald T. LaFlamme - - - 3,500 - - Steven J. Belmonte - - - 3,500 - - James B. Dale - - 73,500 21,000 8,367 - Michael P. Holtz 100,000 $ 50,600 470,000 - $ 96,438 $ - (1) The closing sale price of the Company's Common Stock on such date on the Nasdaq National Market was $3.46.
EMPLOYMENT AGREEMENT The Company's President and Chief Executive Officer, Michael P. Holtz, resigned effective December 12, 2002. Mr. Holtz provided services to the Company under the terms of an employment agreement originally dated January 1, 1995, as amended. Pursuant to the agreement, Mr. Holtz received a base salary of $325,000 per year, and 100,000 options each year, with 50,000 vesting 90 days from the date of issuance and 50,000 vesting only if the Company attained certain financial performance criteria. The agreement also provided for a cash bonus based upon financial performance and hotel operation performance. In 2001 and 2002, the Company did not meet the financial performance criteria, therefore 50,000 of the options issued to Mr. Holtz in 2001 and 50,000 of the options issued in 2002 did not vest. Mr. Holtz did not receive a cash bonus in 2002. The Company entered into a series of settlement agreements with Mr. Holtz, designed to result in a smooth transition of the Company's leadership, a mutually beneficial severance settlement, and the profitable disposition of two of its AmeriHost Inn hotel properties. The settlement agreements provided for the payment to Mr. Holtz of one year's base salary of $325,000 plus his regular salary through February 15, 2003, the expiration of the six-month notice -38- period in accordance with the terms of his employment agreement, plus certain fringe benefits including health insurance, disability insurance, and life insurance for a one year period. The settlement agreements also provided for the sale of two AmeriHost Inn hotels to entities controlled by Mr. Holtz, subject to certain conditions including financing commitments and appraised values within certain parameters from an independent appraiser. The Company closed on the sale of two AmeriHost Inn hotels (an 89-room hotel in Vicksburg, Mississippi, and a 64-room hotel in Freeport, Illinois) to entities controlled by Mr. Holtz on December 12, 2002. Upon closing, Mr. Holtz resigned as a director and officer of the Company. The Company's Chief Financial Officer, James B. Dale, provides services to the Company under the terms of an employment agreement dated January 12, 2001, as amended. The agreement expires January 12, 2005, providing for a base salary of $145,000 during 2002, increasing by 5% in 2003 and 2004. The agreement also provides for cash and restricted stock bonuses based on individual and company performance. Mr. Dale received cash bonuses of $13,600 in 2002, primarily in connection with the sale of hotels. Mr. Dale did not receive restricted stock in 2002. The agreement provides for severance equal to 50% of annual compensation if termination without cause, plus an additional $50,000 if terminated without cause prior to December 31, 2003. NEW PRESIDENT AND CEO On January 7, 2003, Jerry H. Herman began with the Company as President and Chief Executive Officer under the terms of an employment agreement dated December 19, 2002. The agreement expires on December 31, 2005, unless terminated earlier. The agreement provides for Mr. Herman to receive a base salary of $300,000 per year, plus cash and equity bonuses based on certain Capital Events and Board-budgeted performance targets. The Equity Performance Bonus is payable by issuance of restricted common stock of the Company and is subject to certain vesting provisions. In addition, the agreement provides for participation in standard Company-sponsored benefit plans and normal business expense reimbursement. Change-in-control provisions provide for early termination of the agreement. Severance compensation, if payable, will be the base salary for the remaining term of the agreement but no less than 12 months and no greater than 24 months. Standard non-compete, confidentiality and non-solicitation of employee provisions are included in the agreement. All disputes arising from the agreement (except disputes arising from the restrictive covenants) are to be resolved through binding arbitration. The complete Employment Agreement is an Exhibit to an 8-K filing with the SEC on December 20, 2002, and amended by 8-K/a filed on December 23, 2002, and can be viewed in its entirety on the SEC's web site. COMPENSATION OF DIRECTORS Each nonemployee Director of the Company received an annual retainer fee of $9,000 ($750 per month) in 2002. Each nonemployee Director of the Company also received $250 for each Board of Directors meeting attended in person, $150 for each Board of Directors meeting conducted by telephone and $150 for each committee meeting attended. Each Director is reimbursed for all out-of-pocket expenses related to attendance at Board meetings. Non-employee Directors may elect to receive their retainer fee in restricted common stock of the Company. Each nonemployee Director of the Company has historically received an option to purchase 1,000 shares of common stock of the Company annually, upon their election to the Board, pursuant to the 1996 Stock Option Plan for Nonemployee Directors. In addition, beginning in 2000, each nonemployee Director also received 2,500 options annually which vest only if the Company meets certain performance criteria, including earnings per share, EBITDA or net operating income, as defined. The performance options issued in 2001 and 2002 were terminated, since the Company did not meet the financial performance criteria in 2001 and 2002. All Director stock options are priced at the market price on the date of issuance. On February 24, 2003, the Board of Directors adopted a resolution to modify its director compensation to better align directors with shareholders as follows: Meeting fees - The resolution provides that each nonemployee Director of the Company now receives $1,500 for each Board of Directors meeting attended in person, $500 for each Board of Directors meeting conducted by telephone and exceeding one and one-half hours, and $250 for each Board of Directors meeting conducted by -39- telephone and lasting less than one-and one-half hours. Each nonemployee Director of the Company will also receive $1,000 for each Board Committee meeting attended in person and exceeding one and one-half hours, $500 for each Board Committee meeting attended in person and lasting less than one and one-half hours, $300 for each Board Committee meeting conducted by telephone and exceeding one and one-half hours, and $150 for each Board Committee meeting conducted by telephone and lasting less than one and one-half hours. Board leadership supplements - The resolution also provides that the Chairman of the Board of Directors receives a supplemental payment of 50% of the annual retainer ($4,500 based on the current $9,000 per year retainer) and fees for Board meetings in which the Chairman presides. The Vice Chairman of the Board of Directors will also receive a supplemental payment of 25% of the annual retainer and fees for Board meetings when the Vice Chairman presides in lieu of the Chairman. In addition, the Chairman of the Audit Committee of the Board of Directors will receive a supplemental payment of 50% of the amount paid for committee meetings attended in person and by telephone. The Chairmen of all other committees of the Board of Directors will receive a supplemental payment of 30% of the amount paid for committee meetings attended in person and by telephone. Retainer - The Board also authorized the modification of the annual retainer compensation to be paid primarily in the form of restricted shares of common stock, subject to finalization and any required approvals. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. The following table sets forth certain information regarding beneficial ownership of the Company's Common Stock as of March 27, 2003, by (i) each person who is known by the Company to own beneficially more than 5% of the Company's Common Stock, (ii) each of the Company's Directors, (iii) each of the Named Officers and (iv) all Directors and executive officers as a group. Shares Beneficially Owned As of March 27, 2003 -------------------- Name Number Percent - --------------------------------------- ------------------- ----------- Michael P. Holtz 707,408 (1) 12.9% Wellington Management Company 565,000 (2) 11.3 Kenneth M. Fell 490,700 (3) 9.8 Andrew E. Shapiro 472,300 (4) 9.4 H. Andrew Torchia 426,032 (5) 8.2 Dimensional Fund Advisors, Inc. 395,500 (6) 7.9 Salomon J. Dayan 387,862 (7) 7.5 Richard A. D'Onofrio 338,519 (5) 6.6 Raymond and Liliane R. Dayan 311,801 (8) 6.2 Russell J. Cerqua 262,913 (9) 5.0 James B. Dale 81,775 (10) 1.6 Jerry H. Herman 40,000 0.8 Thomas J. Romano 19,500 (11) 0.4 Steven J. Belmonte 11,568 0.2 Gerald T. LaFlamme 1,000 (12) -- ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (8 PERSONS) 1,493,137 28.4% ========= ==== - ------------------------------ (1) Based on information filed on Form 4 dated December 11, 2002. Includes 9 232,615 shares held directly; 2,200 shares held by the custodian for Mr. Holtz's SEP; and 2,593 shares held by the children of Mr. Holtz. Also includes 470,000 shares subject to options exercisable presently or within 60 days. Mr. Holtz's address is 490 East Route 22, North Barrington, Illinois 60010. (2) Based upon information provided in its Schedule 13G dated December 31, 2002, Wellington Management Company ("WMC"), in its capacity as investment advisor, may be deemed beneficial owner of 565,000 shares of the Company which are owned by numerous investment counseling clients. Of the shares shown above, WMC has shared voting power for 565,000 shares and shared investment power for 565,000 shares. The address of WMC is 75 State Street, Boston, Massachusetts 02109. -40- (3) Based upon information provided in a 13D filing dated January 13, 2003, includes 200,670 shares held by KF, Inc. Profit Sharing Plan; 199,430 shares held by Kenneth M. Fell Trust; 88,100 shares held by Mr. Fell's IRA; and 2,500 shares held by Mr. Fell's wife, Margaret A. Fell, IRA. Mr. Fell's address is 30 South Wacker Drive, Suite 1003, Chicago, Illinois 60606. (4) Based upon information provided in a 13D filing dated September 9, 2002, includes 415,400 shares beneficially held by Diamond A. Partners, L.P. and 56,900 shares held by Diamond A. Investors, L.P. Mr. Shapiro is Managing Member of Lawndale Capital Management, LLC, the General Partner and Investment Advisor to these partnerships. The reporting person has only a prorata interest in the securities with respect to which indirect beneficial ownership is reported and discloses beneficial ownership in such securities, except to the extent of such reporting person's pecuniary interest. Mr. Shapiro's, Lawndale Capital Management LLC's, Diamond A. Partners, L.P.'s and Diamond A. Investors, L.P.'s address is One Sansome Street, Suite 3900, San Francisco, California 94104. (5) Based upon information provided in a 13D joint filing dated January 13, 2003. Includes 80,443 and 600 shares owned directly by Messrs. Torchia and D'Onofrio, respectively, and 150,000 options each owned by Messrs. Torchia and D'Onofrio, which currently are exercisable. In addition, it includes 383,508 shares owned by Urban 2000 Corp. Mr. Torchia is the 51% stockholder of Urban 2000 Corp. and disclaims beneficial ownership of all but an aggregate of 195,589 shares owned directly, or indirectly, by Urban 2000 Corp. Mr. D'Onofrio is the 49% stockholder of Urban 2000 Corp. and disclaims beneficial ownership of all but an aggregate of 187,919 shares owned directly, or indirectly by Urban 2000 Corp. The address of Urban 2000 Corp. is 10300 West Higgins Road, Suite 105, Rosemont, Illinois 60018. (6) Based upon information provided in its Schedule 13G dated December 31, 2002, Dimensional Fund Advisors, Inc. ("DFA"), in its capacity as investment advisor, may be deemed beneficial owner of 395,500 shares of the Company which are owned by numerous investment counseling clients. Of the shares shown above, DFA has sole voting and investment power for 395,500 shares. The address of DFA is 1299 Ocean Avenue, Santa Monica, California 90401. (7) Includes 228,812 shares held by the Salomon J. Dayan UTD 11/08/78, and 4,000 shares held by the children of Dr. Dayan. Also includes 71,000 shares subject to option exercisable presently or within 60 days, and partnership interests which are convertible into 84,050 shares of common stock of the Company at a conversion rate of $8.00 per share. Dr. Dayan's address is 2837 Sheridan Place, Evanston, Illinois 60201. (8) Based upon information provided in their Schedule 13D dated May 10, 2002, Mr. and Mrs. Dayan beneficially own 311,801 shares of the Company. Of the shares shown above, Mr. and Mrs. Dayan have sole voting and investment power for 311,801 shares. The address of Mr. and Mrs. Dayan is 1000 Lake Shore Plaza, #10B, Chicago, Illinois 60611. (9) Includes 55,655 shares held directly, 2,800 shares held by Mr. Cerqua's SEP, and 204,458 shares subject to options exercisable presently or within 60 days. Mr. Cerqua's address is 22073 Cuba Road, Kildeer, Illinois 60047. (10) Includes 1,275 shares held directly, and 80,500 shares subject to options exercisable presently or within 60 days. (11) Includes 10,000 shares held directly; and 5,000 shares held by Ashley E. Romano UGTMA, with Mr. Romano as custodian. Also includes 4,500 shares subject to options exercisable presently or within 60 days. (12) Includes 1,000 shares held by the 1988 LaFlamme Family Trust dated January 14, 1988. -41- The following table sets forth information, as of December 31, 2002, with respect to compensation plans under which equity securities of the Company are authorized for issuance, aggregated by (i) all compensation plans previously approved by the shareholders, and (ii) all compensation plans not previously approved by the shareholders: Number of shares remaining available (a) for future issuance Number of shares Weighted average under equity to be issued upon exercise price of compensation plans exercise of outstanding (excluding shares outstanding options, options, warrants reflected in warrants and rights and rights column (a)) --------------------- ----------------- --------------------- Equity compensation plans approved by shareholders 800,100 $ 4.54 273,291 Equity compensation plans not approved by shareholders 1,122,458 $ 4.19 23,000 Total 1,922,558 $ 4.33 296,291 =========== ============ ===========
The shareholders of the Company approved two stock option compensation plans in 1996: (i) the 1996 Omnibus Incentive Stock Plan, and (ii) the 1996 Stock Option Plan for Nonemployee Directors. The 1996 Omnibus Incentive Stock Plan provides for the issuance to employees of up to 3% of the weighted average shares outstanding each year, on a cumulative basis, adjusted for forfeitures. The nonemployee director plan provides for the issuance of up to 50,000 options. The exercise price per share may not be less than the fair market value per share on the date the options are granted. Generally, options vest over a period of up to two years and are exercisable for a period of 10 years from the date of grant. The options outstanding, which were not approved by the shareholders, were primarily issued prior to the adoption of the aforementioned plans in 1996. These options generally contain exercise prices equal to the market price on the date of grant and are exercisable for a period of 10 years. Since 2000, the directors also have received options outside of the director plan, which vest only if the Company achieves certain financial performance criteria. These options contain exercise prices equal to the market price on the date of grant and are exercisable for a period of 10 years. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. In the past, certain of the Company's directors and executive officers have, directly or indirectly, invested in joint ventures with the Company. For example, Dr. Dayan, a director of the Company, has invested approximately $1.6 million in seven joint ventures since 1988. In one joint venture, the partners, including Dr. Dayan, have been guaranteed minimum annual distributions by the Company equal to 10% of their original capital contribution, and also have the right to convert their existing partnership interests into shares of the Company's common stock, under certain conditions. On September 18, 2000, in connection with the approval of all joint venture partners regarding the sale of the AmeriHost Inn brand and franchising rights, the Company finalized the terms of an agreement to issue 125,000 new stock options to the partners in three existing joint ventures, including Dr. Dayan, canceling 60,000 existing stock options held by these partners, and to purchase their remaining ownership interests in these three joint ventures at specified prices. The Company has purchased the remaining ownership interests in two of the joint ventures, and is currently obligated to purchase, for approximately $830,000, the ownership interests of the limited partners, including approximately $415,000 for Dr. Dayan's interest, in the third joint venture by April 10, 2003, at which time Dr. Dayan will no longer have an ownership interest in any joint venture with the Company. However, the Company is currently in the process of extending this purchase obligation. Dr. Dayan and each of the Company's directors and executive officers who have made such investments have done so on the same terms as all other investors in such joint ventures. Dr. Dayan is also the owner and Chairman of the Board of Directors of the company that owns Pan American Bank. Pan American Bank has provided mortgage financing to a different joint venture in which the Company is a partner, in the amount of $938,000 at December 31, 2002. Mr. Romano is an executive officer of Bridgeview Bank & Trust, which was the bank that maintained the Company's operating line-of-credit until February 19, 2002, at which time the Company transferred the line-of-credit to another lender. Various demand deposit accounts of the Company and its hotels maintained at Bridgeview Bank & Trust were all closed during 2002. On August 15, 2002, the Company's then President and Chief Executive Officer, Michael P. Holtz, delivered notice of resignation from the employment of the Company. On November 7, 2002, the Company entered into a series of settlement agreements with Mr. Holtz. The agreements provided for severance benefits (see item 11 above) and also -42- for the sale of two AmeriHost Inn hotels at a total price of approximately $5.2 million to entities controlled by Mr. Holtz, subject to financing commitments and independent appraisals. The Company closed on the sale of the two hotels on December 12, 2002, whereupon Mr. Holtz resigned as a director and officer of the Company. ITEM 14. CONTROLS AND PROCEDURES The Company's Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation within 90 days of the filing date of this report, that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that are filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of the previously mentioned evaluation. FORWARD LOOKING STATEMENTS Certain statements appearing in this report on Form 10-K can be construed as forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements, including without limitation, risks relating to the development and operation of hotels, the timing, consummation and final terms of hotel sales, the availability of capital to finance growth, geopolitical events, competition and the historical cyclicality of the lodging industry. -43- PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K. Financial Statements: --------------------- The following consolidated financial statements are filed as part of this Report on Form 10-K for the fiscal year ended December 31, 2002. (a)(1) Financial Statements: Independent Auditors' Report............................. F-1 Consolidated Balance Sheets at December 31, 2002 and 2001................................................ F-2 Consolidated Statements of Operations for the years ended December 31, 2002, 2001 and 2000.................. F-4 Consolidated Statements of Shareholders' Equity for the years ended December 31, 2002, 2001 and 2000.... F-5 Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2001 and 2000.................. F-6 Notes to Consolidated Financial Statements............... F-8 (a)(2) Financial Statement Schedules: No financial statement schedules are submitted as part of this report because they are not applicable or are not required under regulation S-X or because the required information is included in the financial statements or notes thereto. (a)(3) Exhibits: The following exhibits were included in the Registrant's Report on Form 10-K filed on March 26, 1993, and are incorporated by reference herein: Exhibit No. Description - ----------- ----------- 3.1 Amended and Restated Certificate of Incorporation of Arlington Hospitality, Inc. (formerly Amerihost Properties, Inc.) 4.2 Specimen Common Stock Purchase Warrant for Employees The following exhibits were included in the Registrant's Proxy Statement for Annual Meeting of Shareholders filed on July 25, 1996, and are incorporated by reference herein: Exhibit No. Description - ----------- ----------- 10.2 1996 Omnibus Incentive Stock Plan (Annex A) 10.3 1996 Stock Option Plan for Nonemployee Directors (Annex B) -44- The following exhibit was included in the Registrant's Report on Form 10-K filed March 30, 1999: Exhibit No. Description - ----------- ----------- 10.5 Agreement of Purchase and Sale between PMC Commercial Trust and Arlington Hospitality, Inc. (formerly Amerihost Properties, Inc.), including exhibits thereto The following exhibits were included in the Registrant's Report on Form 10-Q filed November 7, 2000: Exhibit No. Description - ----------- ----------- 10.10 Asset Purchase Agreement 10.11 Royalty Sharing Agreement 10.12 Development Agreement The following exhibits were included in the Registrant's Report on Form 10-Q filed November 14, 2002: Exhibit No. Description - ----------- ----------- 3.2 By-laws of Arlington Hospitality, Inc. as revised on October 22, 2002 10.7 Form of Indemnification Agreement executed by independent directors The following exhibits were included in the Registrant's Report on Form 8-K filed December 19, 2002: Exhibit No. Description - ----------- ----------- 10.13 Employment agreement between Arlington Hospitality, Inc. and Jerry H. Herman dated December 19, 2002 The following exhibits are included in this Report on Form 10-K filed March 31, 2003: Exhibit No. Description - ----------- ----------- 21.1 Subsidiaries of the Registrant 23.1 Consent of KPMG LLP 10.14 Line-of-credit agreement with LaSalle Bank, NA 99.1 Certificate Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 Reports on Form 8-K: The Company filed the following reports on Form 8-K during the three months ended December 31, 2002: Date Filed Description - ---------- ----------- November 8, 2002 Execution of settlement agreements with previous President/CEO December 12, 2002 Closing of previous President/CEO settlement agreements December 20, 2002 Appointment of new President/CEO and employment agreement December 23, 2002 Minor clarification of new President/CEO employment agreement -45- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. ARLINGTON HOSPITALITY, INC. By: /s/ Jerry H. Herman ---------------------------- Jerry H. Herman Chief Executive Officer By: /s/ James B. Dale ---------------------------- James B. Dale Chief Financial Officer Chief Accounting Officer March 28, 2003 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. /s/ Jerry H. Herman /s/ Kenneth M. Fell - --------------------------------------- ---------------------------------- Jerry H. Herman, Director Kenneth M. Fell, Chairman March 28, 2003 March 28, 2003 /s/ Andrew E. Shapiro /s/ Gerald T. LaFlamme - --------------------------------------- ---------------------------------- Andrew E. Shapiro, Vice-Chairman Gerald T. LaFlamme, Director March 28, 2003 March 28, 2003 /s/ Steven J. Belmonte /s/ Thomas J. Romano - --------------------------------------- ---------------------------------- Steven J. Belmonte, Director Thomas J. Romano, Director March 28, 2003 March 28, 2003 /s/ Salomon J. Dayan - --------------------------------------- Salomon J. Dayan, Director March 28, 2003 -46- INDEPENDENT AUDITORS' REPORT Board of Directors and Shareholders Arlington Hospitality, Inc. We have audited the accompanying consolidated balance sheets of Arlington Hospitality, Inc. and subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2002. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Arlington Hospitality, Inc. and subsidiaries at December 31, 2002 and 2001, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. KPMG LLP Chicago, Illinois March 24, 2003 F-1 ARLINGTON HOSPITALITY, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
================================================================================================================== December 31, December 31, 2002 2001 --------------- ---------------- ASSETS Current assets: Cash and cash equivalents $ 3,969,515 $ 4,748,156 Accounts receivable, less an allowance of $150,000 at December 31, 2002 and 2001 (including approximately $166,000 and $126,000 from related parties) 2,064,463 2,343,423 Notes receivable, current portion (Note 2) 100,000 518,499 Prepaid expenses and other current assets 975,432 998,559 Refundable income taxes 1,574,776 298,330 Costs and estimated earnings in excess of billings on uncompleted contracts (Note 3) 1,479,101 1,079,137 --------------- -------------- Total current assets 10,163,287 9,986,104 --------------- -------------- Investments in and advances to unconsolidated hotel joint ventures (Notes 4 and 6) 4,291,504 5,404,744 --------------- -------------- Property and equipment (Notes 6, 7 and 12): Land 13,418,378 12,454,360 Buildings 76,849,071 68,095,453 Furniture, fixtures and equipment 26,553,701 24,189,969 Construction in progress 6,447,039 5,973,890 Leasehold improvements 2,760,906 2,899,179 Assets held for sale - 2,187,822 --------------- -------------- 126,029,095 115,800,673 Less accumulated depreciation and amortization 26,417,755 22,905,635 --------------- -------------- 99,611,340 92,895,038 --------------- -------------- Notes receivable, less current portion (Note 2) 782,083 1,000,000 Deferred income taxes (Note 9) 2,427,000 2,662,000 Other assets, net of accumulated amortization of approximately $1,259,000 and $1,035,000 (Note 5) 2,658,500 2,939,900 --------------- -------------- 5,867,583 6,601,900 --------------- -------------- $ 119,933,714 $ 114,887,786 =============== ==============
F-2 ARLINGTON HOSPITALITY, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
================================================================================================================== December 31, December 31, 2002 2001 --------------- ---------------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 3,965,028 $ 2,467,704 Bank line-of-credit (Note 6) 6,384,287 6,793,702 Accrued payroll and related expenses 827,353 784,533 Accrued real estate and other taxes 1,969,297 1,952,875 Other accrued expenses and current liabilities 1,974,350 452,086 Current portion of long-term debt (Note 7) 4,038,301 2,110,652 --------------- -------------- Total current liabilities 19,158,616 14,561,552 --------------- -------------- Long-term debt, net of current portion (Note 7) 72,203,688 70,088,269 --------------- -------------- Deferred income (Note 12) 10,867,418 10,714,735 --------------- -------------- Commitments and contingencies (Notes 4, 6, 7, 8 and 12) Minority interests 333,888 456,631 --------------- -------------- Shareholders' equity (Notes 1 and 8): Preferred stock, no par value; authorized 100,000 shares; none issued - - Common stock, $.005 par value; authorized 25,000,000 shares; issued and outstanding 4,962,817 shares at December 31, 2002, and 4,958,081 shares at December 31, 2001 24,814 24,790 Additional paid-in capital 13,184,564 13,171,151 Retained earnings 4,597,601 6,307,533 --------------- -------------- 17,806,979 19,503,474 Less: Stock subscriptions receivable (Note 8) (436,875) (436,875) --------------- -------------- 17,370,104 19,066,599 --------------- -------------- $ 119,933,714 $ 114,887,786 =============== ============== See notes to consolidated financial statements.
F-3 ARLINGTON HOSPITALITY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
===================================================================================================================== 2002 2001 2000 ----------------- --------------- ---------------- Revenue (Note 10): Hotel operations: AmeriHost Inn hotels $ 43,216,506 $ 45,081,431 $ 49,228,661 Other hotels 10,632,860 11,301,017 12,123,035 Development and construction 7,180,222 1,724,249 6,966,588 Hotel sales and commissions 10,017,080 12,922,459 - Management services 957,801 1,066,645 1,251,107 Employee leasing 3,267,491 4,678,189 5,979,363 Incentive and royalty sharing (Note 14) 588,938 209,633 16,090 Office building rental and other 669,769 169,612 586,276 -------------- ------------- ------------- 76,530,667 77,153,235 76,151,120 -------------- ------------- ------------- Operating costs and expenses: Hotel operations: AmeriHost Inn hotels 31,570,220 32,919,678 34,811,649 Other hotels 9,956,254 9,194,835 9,858,175 Development and construction 7,205,328 1,479,947 6,901,617 Hotel sales and commissions 8,159,459 9,621,536 - Management services 714,648 716,802 806,959 Employee leasing 3,208,708 4,564,508 5,868,189 Office building rental and other 56,757 2,958 489,064 -------------- ------------- ------------- 60,871,374 58,500,264 58,735,653 -------------- ------------- ------------- 15,659,293 18,652,971 17,415,467 Depreciation and amortization 5,516,302 4,676,069 4,542,461 Leasehold rents - hotels (Note 12) 5,410,796 6,510,436 6,524,930 Corporate general and administrative 2,198,640 1,907,742 1,694,611 Impairment provision (Note 1) 542,019 - - -------------- ------------- ------------- Operating income 1,991,536 5,558,724 4,653,465 Other income (expense): Interest expense (5,514,765) (5,153,590) (5,605,550) Interest income 489,747 821,839 786,806 Other income 283,899 125,880 381,868 Gain on sale of fixed assets (Note 14) 727,076 1,286,338 6,663,124 Equity in net income and (losses) from unconsolidated joint ventures (412,094) (925,654) (101,872) -------------- ------------- ------------- Income before minority interests and income taxes (2,434,601) 1,713,537 6,777,841 Minority interests in operations of consolidated subsidiaries and partnerships (80,331) (343,437) (60,939) -------------- ------------- ------------- Income before income taxes (2,514,932) 1,370,100 6,716,902 Income tax benefit (expense) (Note 9) 805,000 (615,000) (2,707,000) -------------- ------------- ------------- Net income (loss) $ (1,709,932) $ 755,100 $ 4,009,902 ============== ============= ============= Net income (loss) per share - Basic $ (0.34) $ 0.15 $ 0.81 Net income (loss) per share - Diluted $ (0.34) $ 0.13 $ 0.74 See notes to consolidated financial statements.
F-4 ARLINGTON HOSPITALITY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
==================================================================================================================================== Stock Common stock subscrip- --------------------- Additional tions Total paid-in Retained and notes shareholders' Shares Amount capital earnings receivable equity --------- --------- ----------- ----------- ----------- ------------- BALANCE AT JANUARY 1, 2000 4,968,673 $ 24,843 $13,050,069 $ 1,542,531 $ (436,875) $ 14,180,568 Shares issued for compensation 10,571 53 75,255 - - 75,308 Net income for the year ended December 31, 2000 - - - 4,009,902 4,009,902 BALANCE AT DECEMBER 31, 2000 4,979,244 $ 24,896 $13,125,324 $ 5,552,433 $ (436,875) $ 18,265,778 Acquisition of common stock (Note 8) (26,100) (131) (84,984) - - (85,115) Shares and options issued for compensation 4,937 25 130,811 - - 130,836 Net income for the year ended December 31, 2001 - - - 755,100 - 755,100 BALANCE AT DECEMBER 31, 2001 4,958,081 $ 24,790 $13,171,151 $ 6,307,533 $ (436,875) $ 19,066,599 Acquisition of common stock (Note 8) (100) - (310) - - (310) Shares and options issued for compensation 4,836 24 13,723 - - 13,747 Net loss for the year ended December 31, 2002 (1,709,932) - (1,709,932) BALANCE AT DECEMBER 31, 2002 4,962,817 $ 24,814 $13,184,564 $ 4,597,601 $ (436,875) $ 17,370,104 ========= ========= =========== =========== =========== ============ See notes to consolidated financial statements.
F-5 ARLINGTON HOSPITALITY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
====================================================================================================================== 2002 2001 2000 ---------------- ---------------- --------------- Cash flows from operating activities: Cash received from customers $ 77,501,677 78,329,783 $ 77,110,459 Cash paid to suppliers and employees (57,969,651) (58,192,786) (69,503,958) Interest received 551,838 870,945 883,422 Interest paid (5,516,449) (5,194,741) (5,679,212) Income taxes paid (236,446) (305,750) (1,592,704) --------------- --------------- --------------- Net cash provided by operating activities 14,330,969 15,507,451 1,218,007 --------------- ---------------- --------------- Cash flows from investing activities: Distributions, and collections on advances, from affiliates 3,020,396 1,183,012 2,712,840 Purchase of property and equipment (18,582,826) (25,399,733) (10,433,566) Purchase of investments in, and advances to, minority-owned affiliates (2,142,492) (2,687,328) (2,715,495) Acquisitions of partnership interests, net of cash acquired (796,786) (804,613) - Collection on notes receivable (15,362) 201,332 91,315 Proceeds from sale of assets and franchising rights 1,443,701 402,500 13,072,813 --------------- --------------- --------------- Net cash (used in) provided by investing activities (17,073,369) (27,104,830) 2,727,907 --------------- --------------- --------------- Cash flows from financing activities: Proceeds from issuance of long-term debt 13,016,749 20,612,595 4,696,807 Principal payments on long-term debt (10,440,190) (9,206,128) (6,442,369) Net (repayments) borrowings of line of credit (409,415) 3,385,569 (4,152,081) Distributions to minority interests (203,075) (90,255) (85,725) Common stock repurchases (310) (85,115) - Other - - --------------- --------------- --------------- Net cash provided by (used in) financing activities 1,963,759 14,616,666 (5,983,368) --------------- --------------- --------------- Net increase (decrease) in cash and cash equivalents (778,641) 3,019,287 (2,037,454) Cash and cash equivalents, beginning of year 4,748,156 1,728,869 3,766,323 --------------- --------------- --------------- Cash and cash equivalents, end of year $ 3,969,515 $ 4,748,156 $ 1,728,869 =============== =============== ===============
F-6 ARLINGTON HOSPITALITY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
================================================================================================================== 2002 2001 2000 ------------- ------------- -------------- Reconciliation of net income (loss) to net cash provided by operating activities: Net income (loss) $ (1,709,932) $ 755,100 $ 4,009,902 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 5,516,302 4,676,069 4,542,461 Equity in net (income) loss and interest income from unconsolidated joint ventures and amortization of deferred income 230,402 1,174,630 101,872 Minority interests in operations of consolidated subsidiaries and partnerships 80,331 343,437 60,939 Bad debt expense 15,000 50,000 192,351 Issuance of common stock and common stock options 13,747 130,836 75,308 Gain on sale of assets and franchising rights (727,076) (1,286,338) (6,663,124) Deferred income taxes 235,000 740,000 925,000 Amortization of deferred gain (1,079,047) (966,232) (1,487,118) Proceeds from sale of hotels 9,865,111 11,511,336 - Income from sale of hotels (1,705,651) (2,189,256) - Provision for impairment 642,019 - - Other (298,022) - - Changes in assets and liabilities, net of effects of acquisitions: Decrease in accounts receivable 68,101 255,675 95,439 Decrease (increase) in prepaid expenses and other current assets 88,369 99,344 (41,217) (Increase) decrease in refundable income taxes (1,276,446) (430,750) 189,296 (Increase) decrease in costs and estimated earnings in excess of billings (399,964) (703,357) 459,040 Increase in other assets (331,689) (413,336) (72,303) Increase (decrease) in accounts payable 1,473,684 23,530 (309,750) Increase (decrease) in accrued payroll and other accrued expenses and current liabilities 1,552,416 165,246 (905,846) Decrease in accrued interest (1,684) (41,151) (73,852) Increase in deferred income 2,079,998 1,612,668 119,609 Net cash provided by operating activities $ 14,330,969 $ 15,507,451 $ 1,218,007 ============= ============= ==============
F-7 ARLINGTON HOSPITALITY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000 ================================================================================ 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Organization and business: -------------------------- Arlington Hospitality, Inc. was incorporated under the laws of Delaware on September 19, 1984. Arlington Hospitality, Inc. also acts through its wholly-owned subsidiaries which have been formed since 1984 under the laws of several states (Arlington Hospitality, Inc. and its subsidiaries, collectively, where appropriate, the "Company"). The Company is engaged in the development, construction and sale of AmeriHost Inn hotels, and the ownership, operation and management of both AmeriHost Inn hotels and other hotels (Note 15). The AmeriHost Inn brand is used by the Company to provide for the consistent, cost-effective development and operation of mid-price hotels in various markets. All AmeriHost Inn hotels are developed and constructed using a two- or three-story prototype, featuring 60 to 120 rooms, interior corridors and an indoor pool area and generally are located in smaller town markets. The Company also has designed a four-story AmeriHost Inn & Suites prototype for larger markets. The Company's operations are seasonal by nature. The Company's hotel revenues are generally greater in the second and third calendar quarters than in the first and fourth calendar quarters, due to weather conditions in the markets in which the Company's hotels are located, as well as general business and leisure travel trends. Principles of consolidation: ---------------------------- The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and entities in which the Company has a majority or controlling ownership interest. All significant intercompany accounts and transactions have been eliminated. Revenue recognition: -------------------- The revenue from the operation of a consolidated hotel is recognized as part of the hotel operations segment when earned. Development fee revenue from construction/renovation projects with unaffiliated third parties or entities in which the Company has a minority ownership interest is recognized using the percentage-of-completion method. Construction fee revenue from construction/renovation projects with unaffiliated third parties or entities in which the Company has a minority ownership interest is recognized on the percentage-of-completion method, generally based on the ratio of costs incurred to estimated total contract costs. Revenue from contract change orders is recognized to the extent costs incurred are recoverable. Profit recognition begins when construction reaches a progress level sufficient to estimate the probable outcome. Provision is made for anticipated future losses in full at the time they are identified. F-8 ARLINGTON HOSPITALITY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000 ================================================================================ 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED): The Company's intention is to operate its AmeriHost Inn hotels until a buyer is found at an appropriate price. The Company may actively try to sell the AmeriHost Inn hotels during the construction period, upon opening or anytime thereafter. The Company records the hotel sale price as development revenue and the net cost basis of the hotel asset as development expense, when the sale is consummated, as part of the ongoing operational activity of the Company. Beginning in 2001, the Company records the hotel sale price as development revenue and the net cost basis of the hotel asset as development expense, when the sale is consummated, as part of the ongoing operational activity of the Company. Prior to 2001, the sales of all hotels which had been operated for longer than 12 months were recorded as a "gain on sale" below the operating income line, computed as the difference between the net sale price and the net cost basis of building the hotel. This treatment was considered appropriate since the strategy of building and selling had not yet been solidified until the consummation of the Cendant transaction in the latter part of 2000 (Note 14). The Company recognizes management fee revenue when it performs hotel management services for unrelated third parties and unconsolidated joint ventures. The management fees are computed based upon a percentage of total hotel revenues, plus incentive fees in certain instances, in accordance with the terms of the individual written management agreements. The Company recognizes the management fee revenue in the hotel management segment as the related hotel revenue is earned. The Company recognizes employee leasing revenue when it staffs hotels and performs related services for unrelated third parties and unconsolidated joint ventures. Employee leasing revenues are generally computed as the actual payroll costs, plus an administrative fee, in accordance with the terms of the individual written staffing agreements. The Company recognizes the employee leasing revenue in the employee leasing segment as the related payroll cost is incurred. The franchisor of the AmeriHost Inn brand has agreed to pay the Company a development incentive fee every time the Company sells one of its existing AmeriHost Inn hotels to a buyer who executes an AmeriHost Inn franchise agreement with the franchisor (see "Deferred income" below). The franchisor of the AmeriHost Inn brand has agreed to pay the Company a portion of all royalty fees received from all of its AmeriHost Inn franchisees through September 2025. Generally, the royalty fees from each franchisee are based upon a percentage of guest room revenue. The Company includes the amortization of the deferred development incentive fees and the royalty sharing fees as incentive and royalty sharing fee revenue in the accompanying consolidated financial statements. The Company owns the building in which its headquarters is located and leases a portion of the office space to third-party tenants. Rental revenue is recognized monthly in accordance with the terms of the leases, including charges for common area expenses and real estate taxes. Cash equivalents: ----------------- The Company considers all investments with an initial maturity of three months or less to be cash equivalents. F-9 ARLINGTON HOSPITALITY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000 ================================================================================ 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED): Concentrations of credit risk: ------------------------------ Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of temporary cash investments, accounts receivable and notes receivable. The Company invests temporary cash balances in financial instruments of highly rated financial institutions generally with maturities of less than three months. Fair values of financial instruments: ------------------------------------- The carrying values reflected in the consolidated balance sheets at December 31, 2002 and 2001, reasonably approximate the fair values for cash and cash equivalents, accounts and contracts receivable and payable, and variable rate long-term debt. The carrying value of the notes receivable approximate their fair values based upon the estimated fair value of the underlying collateral (Note 2). The Company estimates that the fair value of its fixed rate long-term debt at December 31, 2002, approximates the carrying value considering the property specific nature of the notes. In making such assessments, the Company considered the current rate at which the Company could borrow funds with similar remaining maturities. Investments: ------------ Investments in entities in which the Company has a non-majority, non-controlling ownership interest are accounted for using the equity method, under which method the original investment is increased (decreased) for the Company's share of the joint venture's net income (loss), increased by contributions made and reduced by distributions received. Property and equipment: ----------------------- Property and equipment are stated at cost. Repairs and maintenance are charged to expense as incurred, and renewals and betterments are capitalized. Depreciation is being provided for assets placed in service, principally by use of the straight-line method over their estimated useful lives. Leasehold improvements are being amortized by use of the straight-line method over the term of the lease. Construction period interest of approximately $287,000, $337,000 and $100,000 was capitalized in 2002, 2001 and 2000, respectively, and is included in property and equipment. For each classification of property and equipment, depreciable periods are as follows: Building 31.5-39 years Furniture, fixtures and equipment 5-7 years Leasehold improvements 1-15 years Other assets: ------------- Deferred lease costs: Deferred lease costs represent the amounts paid for the acquisition of leasehold interests for certain hotels. These costs are being amortized by use of the straight-line method over the terms of the leases. F-10 ARLINGTON HOSPITALITY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000 ================================================================================ 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED): Deferred loan costs: Deferred loan costs represent the costs incurred in issuing mortgage notes. These costs are being amortized by use of the interest method over the life of the debt. Initial franchise fees: Initial franchise fees paid by the Company to franchisors for certain hotels are capitalized and amortized by use of the straight-line method over the terms of the franchise licenses, ranging from 10 to 20 years. Deferred income: ---------------- Deferred income includes the gain from the sale of 22 hotels in 1998 and 1999, which were simultaneously leased-back (Note 13). This gain is being recognized on a straight-line basis over the 15-year term of the lease, as amended, as an adjustment to leasehold rent expense. Deferred income also includes incentive fees received in connection with the sale of AmeriHost Inn hotels. These fees are recognized on a straight-line basis over a 76-month period in which the unamortized portion of the fees may be considered refundable under certain conditions. Deferred income also includes that portion of development, construction and renovation fees earned from entities in which the Company holds an ownership interest. The portion of fees deferred is equal to the Company's proportional ownership interest in the entity and is being recognized in income over the life of the operating assets. The balance of the fees is recorded in income as earned. Income taxes: ------------- Deferred income taxes are provided on the differences in the bases of the Company's assets and liabilities, as determined for tax and financial reporting purposes, and relate principally to depreciation of property and equipment and deferred income. Earnings per share: ------------------- Basic earnings per share ("EPS") is calculated by dividing the income (loss) available to common shareholders by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted EPS gives effect to all dilutive common stock equivalents outstanding for the period. The Company excluded stock equivalents which had an anti-dilutive effect on the EPS computations. F-11 ARLINGTON HOSPITALITY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000 ================================================================================ 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED): The calculation of basic and diluted earnings per share for each of the three years ended December 31, is as follows: 2002 2001 2000 ------------- ------------- -------------- Net income (loss) $ (1,709,932) $ 755,100 $ 4,009,902 Impact of convertible partnership interests - (78,178) (117,028) ------------- ------------- -------------- Net income (loss) available to common shareholders - diluted $ (1,709,932) $ 676,922 $ 3,892,874 ============= ============= ============== Weighted average common shares outstanding 4,958,438 4,974,821 4,976,236 Dilutive effect of: Stock options - 38,650 46,266 Convertible partnership interests - 168,100 249,350 Dilutive common shares outstanding 4,958,438 5,181,571 5,271,852 ============= ============= ============== Net income (loss) per share - Basic $ (0.34) $ 0.15 $ 0.81 ============= ============= ============= Net income (loss) per share - Diluted $ (0.34) $ 0.13 $ 0.74 ============= ============= =============
Advertising: ------------ The costs of advertising, promotion and marketing programs are charged to operations in the year incurred. These costs were approximately $1,411,000, $1,389,000 and $1,418,000 for the years ended December 31, 2002, 2001 and 2000. Use of estimates: ----------------- The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the statements and reported amounts of revenue and expenses during the reported periods. Actual results may differ from those estimates. F-12 ARLINGTON HOSPITALITY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000 ================================================================================ 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED): Long-lived assets and impairment: --------------------------------- On January 1, 2002, the Company adopted SFAS 144, which is required for fiscal years beginning after December 15, 2001, and interim periods within those years. SFAS 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. This statement supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of" ("SFAS 121"), and related literature and establishes a single accounting model, based on the framework established in SFAS 121, for long-lived assets to be disposed of by sale. SFAS 144 requires a long-lived asset to be sold to be classified as "held for sale" in the period in which certain criteria are met, including that the sale of the asset within one year is probable. Based on historical experience and the Company's business strategy, it generally does not assess a sale as probable before the transaction closes and does not believe any of its properties meet all of the criteria necessary to classify assets as held for sale as of December 31, 2002. SFAS 144 also requires that the results of operations of a component of an entity that either has been disposed of or is classified as held for sale be reported in discontinued operations if the operations and cash flows of the component have been or will be eliminated from the Company's ongoing operations. The Company does not include the sales or operations of AmeriHost Inn hotels in discontinued operations because it retains ongoing royalty fees from those hotels after their sale. The operations of all other long-lived assets sold or classified as held for sale are reflected as discontinued operations. As of December 31, 2002, there were no identifiable discontinued operations. The Company periodically reviews the carrying value of certain of its long-lived assets in relation to historical results, current business conditions and trends to identify potential situations in which the carrying value of assets may not be recoverable. If such reviews indicate that the carrying value of such assets may not be recoverable, the Company would estimate the undiscounted sum of the expected cash flows of such assets to determine if such sum is less than the carrying value of such assets to ascertain if an impairment exists. If an impairment exists, the Company would determine the fair value by using quoted market prices, if available for such assets, or if quoted market prices are not available, the Company would discount the expected future cash flows of such assets. During 2002, the Company reduced the carrying value of fixed assets by $450,000, and reduced the carrying value of investments in and advances to unconsolidated joint ventures by approximately $192,000 in connection with such review. During 2000, the Company reduced the carrying value of an investment in a joint venture by approximately $110,000 in connection with such review. Stock-based compensation ------------------------ The Company applies APB No. 25, Accounting for Stock Issued to Employees, and related interpretations, and the intrinsic method, in accounting for options granted to employees. No compensation expense was recorded during 2002, 2001 or 2000 under APB No. 25. The Company established qualified incentive stock option plans for employees and directors. Under the plan for employees, on an annual basis, options for up to 3% of its common stock, as defined, can be granted. Under the plan for directors, a total of 50,000 options can be granted. The exercise price per share may not be less than the fair market value per share on the date the options are granted. Generally, options vest over a period of up to two years and are exercisable for a period of 10 years from the date of grant. At December 31, 2002, options to purchase 800,100 shares of common stock were outstanding under the plans. F-13 ARLINGTON HOSPITALITY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000 ================================================================================ 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED): The Company has granted to various key employees and directors, non-qualified options to purchase shares of common stock with exercise prices ranging from $3.25 to $6.50 per share. The exercise price is the market price on the date of grant. At December 31, 2002, options to purchase 1,056,833 shares of common stock were outstanding. These options are currently exercisable and expire through September 2012. In 1997, the Company granted to two then officers, options to purchase 65,625 shares of common stock with an exercise price of $1.53 per share. These options currently are exercisable and expire in February 2007. The following table summarizes the employee stock options granted, exercised and outstanding: Weighted Average Shares Exercise Price ------------ ---------------- Options outstanding January 1, 2000 1,606,058 4.52 Forfeitures (80,000) 3.57 Options granted 238,500 3.23 ----------- ----------- Options outstanding December 31, 2000 1,764,558 4.39 Forfeitures (16,000) 3.23 Options granted 201,500 3.34 ----------- ----------- Options outstanding December 31, 2001 1,950,058 4.29 Forfeitures (140,500) 2.84 Exercised (100,000) 2.48 Options granted 213,000 2.85 ----------- ----------- Options outstanding December 31, 2002 1,922,558 $ 4.33 =========== =========== Options exercisable December 31, 2002 1,801,225 $ 4.39 =========== =========== F-14 ARLINGTON HOSPITALITY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000 ================================================================================ 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED): The weighted-average grant-date fair value of stock options granted to employees during the year and the weighted-average significant assumptions used to determine those fair values, using a Black-Scholes option pricing model, and the pro forma effect on earnings of the fair value accounting for employee stock options under Statement of Financial Accounting Standards No. 123 are as follows: 2002 2001 2000 -------------- ------------- -------------- Grant-date fair value per share: Options issued at market $ 1.16 $ 2.04 $ 1.67 Weighted average exercise prices: Options issued at market $ 2.85 $ 3.34 $ 3.38 Significant assumptions (weighted-average): Risk-free interest rate at grant date 3.39% 5.19% 6.50% Expected stock price volatility 0.43 0.53 0.30 Expected dividend payout n/a n/a n/a Expected option life (years) (a) 4.62 7.91 8.28 Net income (loss): As reported $ (1,709,932) $ 755,100 $ 4,009,902 Stock-based employee compensation expense, net of tax $ (126,182) $ (197,032) $ (252,451) Pro forma $ (1,836,114) $ 558,068 $ 3,757,451 Net income (loss) per share - Basic: As reported $ (0.34) $ 0.15 $ 0.81 Pro forma $ (0.37) $ 0.11 $ 0.76 Net income (loss) per share - Diluted: As reported $ (0.34) $ 0.13 $ 0.74 Pro forma $ (0.37) $ 0.09 $ 0.69 (a) The expected option life considers historical option exercise patterns and future changes to those exercise patterns anticipated at the date of grant.
The following table summarizes information about employee stock options outstanding at December 31, 2002: Options Outstanding Options Exercisable -------------------------------------------------- ---------------------------------- Weighted Average Weighted Weighted Range of Number Remaining Average Number Average Exercise Prices Outstanding Contractual Life Exercise Price Exercisable Exercise Price --------------- ----------- ---------------- -------------- ----------- -------------- $ 1.53 to 4.38 1,303,125 4.71 Years $3.47 1,181,792 $3.46 $ 5.75 to 7.81 619,433 4.71 6.15 619,433 6.15 -------------- ---------- ---- ------ --------- ----- $ 1.53 to 7.81 1,922,558 4.71 $4.33 1,801,225 $4.39 ============== ========= ==== ===== ========= =====
F-15 ARLINGTON HOSPITALITY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000 ================================================================================ 2. NOTES RECEIVABLE: Notes receivable consists of: 2002 2001 ----------- ------------ Hotel sale related notes $ 850,000 $ 425,000 Diversified Innkeepers, Inc. - 1,093,499 Other notes 32,083 - ----------- ------------ 882,083 1,518,499 Less current portion 100,000 518,499 ----------- ------------ Notes receivable, less current portion $ 782,083 $ 1,000,000 =========== ============ Notes receivable at December 31, 2002, consists primarily of notes received in connection with the sale of hotels. The notes bear interest at rates ranging from 7.0% to 9.0% and mature through December 31, 2021. Certain of the notes are collateralized by the related hotel or other tangible assets. The Company accepted notes in connection with the purchase of management contracts from Diversified Innkeepers, Inc. ("Diversified") in a prior year. During 2002, the Company exchanged the note receivable from Diversified for a 50% ownership interest in a hotel joint venture. The provisions of the joint venture provide for preferential distributions of operating cash flow, as well as distributions upon the sale of the hotel (Note 4). The exchange was accounted for at fair value and resulted in no gain or loss. 3. COSTS AND ESTIMATED EARNINGS IN EXCESS OF BILLINGS ON UNCOMPLETED CONTRACTS: Information regarding contracts-in-progress is as follows at December 31, 2002 and 2001: 2002 2001 ------------- -------------- Costs incurred on uncompleted contracts $ 1,606,580 $ 512,270 Estimated earnings 643,215 852,872 ------------- -------------- 2,249,795 1,365,142 Less billings to date 770,694 286,005 Costs and estimated earnings in excess of billings on uncompleted contracts $ 1,479,101 $ 1,079,137 ============= ==============
Costs and estimated earnings in excess of billings on uncompleted contracts includes $1,348,565 and $732,441 as of December 31, 2002 and 2001, from joint ventures in which the Company has a minority ownership interest (Note 10). 4. INVESTMENT IN AND ADVANCES TO UNCONSOLIDATED HOTEL JOINT VENTURES: The Company has non-controlling ownership interests, ranging from 1.0% to 50.0%, in general partnerships, limited partnerships and limited liability companies formed for the purpose of owning and operating hotels. These investments are accounted for using the equity method. The Company had investments in 12 hotel joint ventures at December 31, 2002, with a total investment balance of $1,399,362, and 15 hotel joint ventures at December 31, 2001, with a total investment balance of ($1,621,631). The Company is secondarily liable for the obligations and liabilities of the limited partnerships in which it holds a general partnership interest. F-16 ARLINGTON HOSPITALITY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000 ================================================================================ 4. INVESTMENT IN AND ADVANCES TO UNCONSOLIDATED HOTEL JOINT VENTURES (CONTINUED): The Company advances funds to hotels in which the Company has a minority ownership interest for working capital and construction purposes. The advances bear interest ranging from the prime rate to 10% per annum and are due on demand. The Company expects the partnerships to repay these advances through cash flow generated from hotel operations and mortgage financing. The advances were $2,892,142 and $7,026,375 at December 31, 2002 and 2001, respectively, and are included in investments in and advances to unconsolidated hotel joint ventures in the accompanying consolidated balance sheets. In May 2002, the Company acquired the remaining ownership interest in one hotel joint venture, resulting in this hotel being 100% owned by the Company subsequent to the acquisition date. In addition, the Company exchanged a note receivable for a 50% interest in a hotel joint venture (Note 2). Effective January 1, 2001, the Company acquired the remaining ownership interest in one hotel joint venture, resulting in this hotel being 100% owned by the Company subsequent to the acquisition date. Furthermore, the Company began consolidating a minority-owned joint venture as of September 1, 2001, when the Company guaranteed certain underlying debt and assumed control of the joint venture, in connection with a mortgage refinancing. The following is the financial statement impact of the acquisitions and the aforementioned consolidations: 2002 2001 ------------- --------------- Property and equipment $ 2,279,309 $ 3,038,557 Other assets 1,125,178 131,478 Notes receivable (1,086,778) - Long-term debt (1,466,510) (2,188,764) Other liabilities (54,413) (176,658) ------------- -------------- Cash paid $ 796,786 $ 804,613 ============= ============== The following represents condensed financial information for all of the Company's investments in affiliated companies accounted for under the equity method at December 31, 2002, 2001 and 2000. 2002 2001 2000 -------------- ------------- -------------- Current assets $ 677,290 $ 581,390 $ 787,037 Noncurrent assets 26,732,517 29,215,768 32,703,002 Current liabilities 3,667,191 6,049,363 4,550,271 Long-term debt 23,591,779 26,095,565 31,282,189 Equity (deficit) 150,837 (2,347,770) (2,342,421) Gross revenue 9,641,145 12,173,902 14,253,813 Gross operating profit 3,036,726 3,716,282 3,944,469 Depreciation and amortization 1,315,745 1,824,408 2,201,762 Net loss (478,350) (1,680,699) (100,027)
The Company has provided approximately $15.1 million in guarantees as of December 31, 2002, on mortgage loan obligations for 10 joint ventures in which the Company holds a minority equity interest, which expire at various dates through March 2024. Other partners also have guaranteed portions of the same obligations. The partners of one of the partnerships have entered into a cross indemnity agreement whereby each partner has agreed to indemnify the others for any payments made by any partner in relation to the guarantee in excess of their ownership interest. F-17 ARLINGTON HOSPITALITY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000 ================================================================================ 5. OTHER ASSETS: Other assets, net of accumulated amortization, at December 31, 2002 and 2001, are comprised of the following: 2002 2001 ------------ ------------- Deposits, franchise fees and other assets $ 1,404,305 $ 1,693,912 Deferred loan costs 1,189,163 1,067,816 Deferred lease costs 65,032 178,172 ------------ ------------ Total $ 2,658,500 $ 2,939,900 ============ ============ 6. BANK LINE-OF-CREDIT: The Company had $6,384,287 and $6,793,702 outstanding on its bank operating line-of-credit at December 31, 2002 and 2001, respectively. The operating line-of-credit is collateralized by substantially all the assets of the Company, subject to first mortgages from other lenders on hotel assets, bears interest at a rate based on either the prime rate or LIBOR as chosen quarterly by the Company, plus a spread adjusted quarterly based on the Company's leverage ratio, ranging from zero to 0.5% (if prime based) or 3.0% (if LIBOR based), with a minimum rate of 5.5% per annum (effective rate as of December 31, 2002), and was scheduled to mature April 30, 2003. The Company was not in compliance with the maximum debt to net worth ratio, and minimum debt service coverage ratio covenants as of December 31, 2002. On March 21, 2003, the lender provided a commitment for a renewal of the line-of-credit agreement until April 30, 2004, subject to the closing of the renewal by April 30, 2003, and certain other conditions, and has waived the existing covenant violations. The commitment provides for a maximum amount available of $6.5 million with interest at the rate of prime plus 2.5% per annum (6.75% minimum rate). The maximum commitment under the line-of-credit will be reduced to $6.0 million on September 30, 2003, and to $5.5 million on February 28, 2004. The Company will also be required to maintain certain financial covenants, including minimum net income, minimum tangible net worth, a maximum leverage ratio and a minimum debt service coverage ratio. 7. LONG-TERM DEBT: Long-term debt consists of: 2002 2001 ------------- -------------- Mortgage notes maturing 2003 through 2022, with a weighted average interest rate of 6.67% $ 76,231,031 $ 72,177,428 Other 10,958 21,493 ------------- -------------- 76,241,989 72,198,921 Less current portion 4,038,301 2,110,652 ------------- -------------- $ 72,203,688 $ 70,088,269 ============= ==============
The mortgage notes are collateralized by certain hotel properties and the Company's office building. The notes provide for monthly payments of principal and interest, with interest on the fixed rate notes (total outstanding of approximately $29.0 million at December 31, 2002) ranging from 7.0% to 9.25% (weighted average interest rate of 7.52% at December 31, 2002), and interest on the floating rate notes (total outstanding of approximately $47.2 million at December 31, 2002) ranging from LIBOR, plus 2.25% to prime plus 2.25% (weighted average interest rate of 6.17% at December 31, 2002). F-18 ARLINGTON HOSPITALITY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000 ================================================================================ 7. LONG-TERM DEBT (CONTINUED): In February 2001, the Company secured a $20 million new construction loan facility with a lender who also holds the mortgage on a hotel owned by the Company and another mortgage on a hotel owned by a joint venture in which the Company has a minority ownership interest. This facility provides for both construction financing as well as long-term permanent mortgage financing as the projects open. The Company has until May 31, 2003, to utilize this loan facility, subject to lender's approval of each project. As of December 31, 2002, approximately $8.5 million has been utilized and is included in long-term debt in the accompanying consolidated financial statements. Certain of the hotel mortgage notes, as well as the office building mortgage note, provide for financial covenants, principally minimum net worth requirements, debt to equity ratios and minimum debt service coverage ratios. At December 31, 2002, the Company was not in compliance with the minimum debt service coverage ratio contained in two mortgage loans aggregating approximately $4.6 million; however, the Company has obtained waivers with respect to the violations. In addition, one joint venture in which the Company has guaranteed the mortgage debt was not in compliance with the minimum debt service coverage ratio covenant contained in the mortgage loan. The joint venture has obtained a waiver from the lender regarding this violation. The aggregate maturities of long-term debt are approximately as follows: Year Ending December 31, Amount ------------------------ --------------- 2003 $ 4,038,301 2004 10,239,226 2005 4,256,937 2006 7,829,017 2007 9,023,075 Thereafter 40,855,433 ------------ $ 76,241,989 The Company expects to refinance or extend a mortgage loan due in 2003, or sell the related hotel asset and repay the mortgage in its entirety, prior to its maturity. 8. SHAREHOLDERS' EQUITY: Authorized shares: ------------------ The Company's corporate charter authorizes 25,000,000 shares of Common Stock with a par value of $0.005 per share and 100,000 shares of Preferred Stock with no par value. The Preferred Stock may be issued in series and the Board of Directors shall determine the voting powers, designations, preferences and relative participation, optional or other special rights and the qualifications, limitations or restrictions thereof. Non-employee stock options and warrants: ---------------------------------------- The Company has issued options to acquire shares of the Company's common stock to certain of its partners in various hotel joint ventures referred to in Note 4. During 2001, the Company recognized $167,000 of expense related to the issuance of stock options to joint venture partners, including a director of the Company (Note 12). At December 31, 2002, options to purchase 125,000 shares of common stock continued to be outstanding with an exercise price of $3.794 per share and exercisable through October 2005. The Company accounted for these options during 2001 at fair value, in accordance with FASB Statement No. 123. F-19 ARLINGTON HOSPITALITY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000 ================================================================================ 8. SHAREHOLDERS' EQUITY (CONTINUED): Limited partnership conversion rights: -------------------------------------- The Company is the general partner in a partnership where the limited partners, including a Director of the Company, have the right at certain times and under certain conditions to convert their limited partnership interests into 84,975 shares of the Company's common stock. These conversion rights will expire in 2003 when the Company fulfills its obligation to acquire these limited partner interests (Note 13). Stock subscriptions receivable: ------------------------------- In connection with the purchase of management contracts from Diversified (Note 2), the Company secured promissory notes from the principals of Diversified in the total amount of $436,875 with interest at 6.5% per annum. The notes are collateralized by 125,000 shares of common stock of the Company, which were issued upon the exercise of stock options in 1993. The total principal balance is due December 31, 2005. These notes receivable have been classified as a reduction of shareholders' equity on the accompanying consolidated balance sheets. 9. TAXES ON INCOME: The provision for income taxes in the consolidated statements of operations, excluding $101,000 in tax expense relating to the extraordinary item in 2002, is as follows: 2002 2001 2000 -------------- ------------- --------------- Current $ (1,040,000) $ 460,000 $ 1,782,000 Deferred 235,000 155,000 925,000 Income tax (benefit) expense $ (805,000) $ 615,000 $ 2,707,000 ============== ============= ==============
The following reconciles income tax expense for 2002 at the federal statutory tax rate with the effective rate: 2002 2001 2000 -------------- ------------- -------------- Income taxes at the federal statutory rate (34.0%) 34.0% 34.0% State taxes, net of federal tax benefit 2.0% 10.9% 6.3% -------------- ------------- -------------- Effective tax rate (32.0%) 44.9% 40.3% ============= ============= ==============
F-20 ARLINGTON HOSPITALITY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000 ================================================================================ 9. TAXES ON INCOME (CONTINUED): Temporary differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes that give rise to a net deferred income tax asset relate to the following: 2002 2001 ------------- -------------- Differences in deferred income recognized for tax purposes and financial reporting purposes $ 270,000 $ 196,000 Gain on sale/leaseback transaction recognized for tax purposes and deferred for financial reporting purposes 3,032,000 3,612,000 Start-up costs capitalized for tax purposes and expensed for financial reporting purposes 62,000 104,000 Differences in the basis of investments, property and equipment from partner acquisitions and due to majority-owned partnerships consolidated for financial reporting purposes but not for tax purposes 1,201,000 1,314,000 Other 61,000 148,000 ------------- -------------- 4,626,000 5,374,000 Differences in the basis of property and equipment (1,127,000) (1,620,000) Cumulative depreciation differences (1,072,000) (1,092,000) ------------- -------------- Net deferred income tax asset $ 2,427,000 $ 2,662,000 ============= ==============
A valuation allowance has not been recorded to reduce the deferred tax assets, as the Company expects to realize all components of the deferred tax asset in future periods. 10. RELATED PARTY TRANSACTIONS: The following table summarizes related party revenue recorded in 2002, 2001 and 2000 from various unconsolidated partnerships in which the Company has an ownership interest: 2002 2001 2000 -------------- ------------- -------------- Development and construction revenue $ 5,253,226 $ 652,815 $ 6,982,678 Hotel management revenue 808,598 709,631 1,025,632 Employee leasing revenue 2,895,295 2,830,719 4,275,476 Other - - 586,276 Interest income 212,346 530,035 516,511
ARLINGTON HOSPITALITY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000 ================================================================================ 11. BUSINESS SEGMENTS: The Company's business is primarily involved in seven segments: (1) hotel operations, consisting of the operations of all hotels in which the Company has a 100% or controlling ownership or leasehold interest, (2) hotel development, consisting of development, construction and renovation of hotels for unconsolidated joint ventures and unrelated third parties, (3) hotel sales and commissions, resulting from the sale of AmeriHost Inn hotels, (4) hotel management, consisting of hotel management activities, (5) employee leasing, consisting of the leasing of employees to various hotels, (6) incentive and royalty sharing fees due from the owner of the AmeriHost Inn brand, and (7) office building rental activities. Results of operations of the Company's business segments are reported in the consolidated statements of operations. The following represents revenues, operating costs and expenses, operating income, identifiable assets, capital expenditures and depreciation and amortization for each business segment, which is the information utilized by the Company's decision makers in managing the business: Revenues 2002 2001 2000 -------- -------------- ------------- -------------- Hotel operations $ 53,849,366 $ 56,382,448 $ 61,351,696 Hotel development and construction 7,180,222 1,724,249 6,966,588 Hotel sales and commissions 10,017,080 12,922,459 - Hotel management 957,801 1,066,645 1,251,107 Employee leasing 3,267,491 4,678,189 5,979,363 Incentive and royalty sharing fees 588,938 209,633 16,090 Office building rental and other 669,769 169,612 586,276 -------------- ------------- -------------- $ 76,530,667 $ 77,153,235 $ 76,151,120 ============== ============= ============== Operating costs and expenses ---------------------------- Hotel operations $ 41,526,474 $ 42,114,513 $ 44,669,824 Hotel development and construction 7,205,328 1,479,947 6,901,617 Hotel sales and commissions 8,159,459 9,621,536 - Hotel management 714,648 716,802 806,959 Employee leasing 3,208,708 4,564,508 5,868,189 Incentive and royalty sharing fees - - - Office building rental and other 56,757 2,958 489,064 -------------- ------------- -------------- $ 60,871,374 $ 58,500,264 $ 58,735,653 ============== ============= ============== Operating income ---------------- Hotel operations $ 1,234,665 $ 3,229,462 $ 5,737,820 Hotel development and construction (30,785) 236,319 46,782 Hotel sales and commissions 1,857,621 3,300,922 - Hotel management 191,097 295,356 399,771 Employee leasing 56,462 110,642 108,812 Incentive and royalty sharing fees 588,938 209,633 16,090 Office building rental and other 454,397 130,831 92,812 Corporate (2,360,859) (1,954,441) (1,748,622) -------------- ------------- -------------- $ 1,991,536 $ 5,558,724 $ 4,653,465 ============== ============= ==============
F-22 ARLINGTON HOSPITALITY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000 ================================================================================ 11. BUSINESS SEGMENTS (CONTINUED): Identifiable assets 2002 2001 2000 -------------------- -------------- ------------- -------------- Hotel operations $ 104,644,225 $ 99,086,728 $ 92,406,355 Hotel development and construction 2,445,882 1,467,116 660,620 Hotel sales and commissions - - - Hotel management 1,513,640 119,236 (42,842) Employee leasing 256,787 70,584 329,833 Incentive and royalty sharing fees - - - Office building rental and other 6,672,294 6,553,474 - Corporate 4,400,886 7,877,318 4,788,749 -------------- ------------- -------------- $ 119,933,714 $ 115,174,456 $ 98,142,715 ============== ============= ============== Capital Expenditures -------------------- Hotel operations $ 18,218,231 $ 18,874,420 $ 10,253,713 Hotel development and construction 53,673 5,975 7,942 Hotel sales and commissions - - - Hotel management 16,574 52,173 34,161 Employee leasing - - 5,831 Incentive and royalty sharing fees - - - Office building rental and other 273,605 6,411,585 17,422 Corporate 16,378 55,580 114,497 -------------- ------------- -------------- $ 18,578,461 $ 25,399,733 $ 10,433,566 ============== ============= ============== Depreciation/Amortization ------------------------- Hotel operations $ 5,135,412 $ 4,528,036 $ 4,419,121 Hotel development and construction 5,679 7,983 18,189 Hotel sales and commissions - - - Hotel management 52,056 54,487 44,377 Employee leasing 2,321 3,039 2,362 Incentive and royalty sharing fees - - - Office building rental and other 158,615 35,822 4,400 Corporate 162,219 46,702 54,012 -------------- ------------- -------------- $ 5,516,302 $ 4,676,069 $ 4,542,461 ============== ============= ==============
F-23 ARLINGTON HOSPITALITY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000 ================================================================================ 12. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS: Sale/leaseback of hotels: ------------------------- On June 30, 1998, the Company completed the sale of 26 AmeriHost Inn hotels to a real estate investment trust ("REIT") for $62.2 million. The Company completed the sale of four additional AmeriHost Inn hotels to the same REIT in March 1999. Upon the respective sales to the REIT, the Company entered into agreements to lease back the hotels for an initial term of 10 years, with two five-year renewal options. The lease payments are fixed at 10% of the sale price for the first three years. Thereafter, the lease payments are subject to a CPI increase with a 2% annual maximum. In January 2001, the Company amended the master lease with the REIT to provide for the purchase of eight unidentified hotels from the lessor under specified terms, and to extend the initial lease term by five years. The amendment provides for four increases in rent payments of 0.25% each, if these hotels are not sold to a third party or purchased by the Company by the dates specified. As of December 31, 2002, the Company is obligated under the terms of the amendment to either facilitate the sale or purchase from the REIT, one hotel prior to June 5, 2003, or the 0.25% rent increase becomes effective. The Company currently expects to purchase this hotel for approximately $2.2 million prior to June 5, 2003. The gains from the sale of the hotels to the REIT were deferred for financial statement reporting purposes, due to the continuing involvement with the long-term lease agreement, and are being amortized on a straight-line basis into income as a reduction of leasehold rent expense over the 15-year initial term. At December 31, 2002, the balance of this deferred income was approximately $7.4 million. In 2002, one hotel owned by the REIT was sold; in 2001, four hotels owned by the REIT were sold; and in 2000, one hotel owned by the REIT was sold. Accordingly, the leases with the REIT for these hotels were terminated, and the remaining unamortized gain of approximately $352,000, $1.0 million and $402,000 was recognized in 2002, 2001 and 2000, respectively, as a gain on sale of property in the accompanying consolidated financial statements. In addition, the Company acquired one hotel owned by the REIT in 2002 and one in 2001, in accordance with the terms of the amendment. Hotel leases: ------------- Including the hotels leased from the REIT, the Company leases 24 hotels as of December 31, 2002, the operations of which are included in the Company's consolidated financial statements. All of these leases are triple net and provide for monthly base rent payments ranging from $14,000 to $27,000. The leases expire through March 2014. The two leases, other than the REIT leases, each provide for an option to purchase the hotel. The purchase prices are based upon a fixed amount approximating the fair value at the lease commencement, subject to increases in the CPI index. At December 31, 2002, the aggregate purchase price for these leased hotels was approximately $7,030,000. One of these leases expires August 31, 2003, and the Company does not intend to exercise its purchase option. F-24 ARLINGTON HOSPITALITY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000 ================================================================================ 12. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (CONTINUED): Total rent expense for all operating leases was approximately $5,411,000, $6,747,000 and $6,892,000 in 2002, 2001 and 2000, respectively, including approximately $39,000, $278,000 and $686,000 in 2002, 2001 and 2000, respectively, to entities in which the Company has a minority ownership interest. Minimum future rent payments under all operating leases are as follows: Year Ending December 31, Amount ------------------------ --------------- 2003 $ 5,939,000 2004 5,911,000 2005 6,024,000 2006 6,139,000 2007 6,256,000 Thereafter 37,721,000 ------------ $ 67,990,000 ============ Limited partnership guaranteed distributions: --------------------------------------------- The Company is the general partner in one partnership where the Company has guaranteed minimum annual distributions to the limited partners, including a Director of the Company, in the amount of 10% of their original capital contributions. On September 18, 2000, in connection with the approval of all joint venture partners regarding the sale of the AmeriHost Inn brand and franchising rights (Note 14), the Company finalized the terms of an agreement to issue 125,000 new stock options to the partners, including this same Director, in three existing joint ventures (Note 8), cancelling 60,000 existing stock options held by these partners, and to purchase their remaining ownership interests in these three joint ventures at specified prices. One of these acquisitions was completed in 2001, and one was completed during the second quarter of 2002 using approximately $800,000. The final one is scheduled to be completed before April 12, 2003; however, the Company currently is in the process of extending this purchase obligation. The Company expects to use approximately $830,000 for the purchase of the remaining joint venture interest. Construction in progress: ------------------------- As of December 31, 2002, the Company had entered into non-cancelable subcontracts for approximately $3.0 million in connection with the construction of three hotels, representing a portion of the total estimated construction costs for these hotels. These commitments will be funded through construction and long-term mortgage financing currently in place. Employment agreement: --------------------- During 2002, the Company's President/CEO resigned. Pursuant to the terms of the employment and settlement agreement, the Company closed on the sale of two AmeriHost Inn hotels to entities controlled by the previous President/CEO, and paid the previous President/CEO his regular salary through February 15, 2003, one year's base salary of $325,000, and fringe benefits for a one-year period. All related amounts were paid or accrued as of December 31, 2002. Legal matters: -------------- The Company and certain of its subsidiaries are defendants in various litigation matters arising in the ordinary course of business. In the opinion of management, the ultimate resolution of all such litigation matters is not likely to have a material effect on the Company's financial condition, results of operation or liquidity. F-25 ARLINGTON HOSPITALITY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000 ================================================================================ 13. SUPPLEMENTAL CASH FLOW DATA: The following represents the supplemental schedule of noncash investing and financing activities for the years ended December 31: 2002 2001 2000 ------------- ------------- -------------- Sale of assets and franchising rights: Cost basis of assets sold $ 294,173 $ 192,357 $ 8,200,961 Accumulated depreciation at sale (168,742) (46,227) (1,172,929) Deferred assets - - 83,747 Deferred income (352,507) (1,030,468) (402,090) Notes received, less $50,000 allowance - - (300,000) Gain on sale 727,076 1,286,338 6,663,124 ------------- ------------- -------------- Net cash proceeds $ 500,000 $ 402,000 $ 13,072,813 ============= ============= ============== Liabilities assumed in connection with acquisition and consolidation of hotel partnership interests $ 1,520,923 $ 2,365,422 $ - ============= ============= =============== Notes received in connection with the sale of hotels $ 450,000 $ 300,000 $ 250,000 ============= ============= ============== Deferred income adjustment to hotels acquired $ 347,989 $ 511,943 $ - ============= ============= =============== Exchange of note and interest receivable for partnership interest $ 1,256,639 $ - $ - ============= ============= =============== Interest paid, net of interest capitalized $ 5,516,449 $ 5,194,741 $ 5,679,212 ============= ============= ==============
14. SALE OF AMERIHOST INN BRANDS AND FRANCHISING RIGHTS: Effective September 30, 2000, the Company completed the sale of the AmeriHost Inn brands and franchising rights to Cendant. The Company simultaneously entered into franchise agreements with Cendant for its AmeriHost Inn hotels. The Company received an initial payment of approximately $5.5 million upon closing and recorded a gain from this payment, net of closing costs of approximately $5.2 million. In addition, the sale agreement provides for three installment payments to the Company of $400,000 each, payable on September 30, 2001, 2002 and 2003. These payments are included in gain on sale of assets in the accompanying consolidated financial statements when received. The agreement with Cendant also provides for additional incentives to the Company as the AmeriHost Inn hotel franchise system expanded. In conjunction with this transaction, the Company changed its name and began conducting business as Arlington Hospitality, Inc. in May 2001. F-26 ARLINGTON HOSPITALITY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000 ================================================================================ 15. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED): Selected quarterly financial data (in thousands, except per share amounts) for 2002 and 2001 is summarized below. The sum of the quarterly earnings (loss) per share amounts may not equal the annual earnings per share amounts due primarily to changes in the number of common shares and common share equivalents outstanding from quarter to quarter. Three Months Ended ------------------------------------------------------ Year Ended 3/31 6/30 9/30 12/31 12/31 ---------- ---------- --------- ---------- ----------- 2002: Total revenue $ 17,938 $ 20,643 $ 18,390 $ 19,560 $ 76,531 Operating income (loss) (450) 1,992 2,101 (1,652) 1,992 Gains on sale of assets and franchising rights 327 - 400 - 727 Net income (loss) (758) 234 746 (1,932) (1,710) Net income (loss) per share: Basic $ (0.15) $ 0.05 $ 0.15 $ (0.39) $ (0.34) Diluted $ (0.15) $ 0.05 $ 0.14 $ (0.39) $ (0.34) 2001: Total revenue $ 19,461 $ 16,963 $ 22,556 $ 18,174 $ 77,153 Operating income (loss) (32) 1,379 3,746 454 5,547 Gains on sale of assets 315 275 696 - 886 Net income (loss) (620) 153 1,857 (635) 755 Net income (loss) per share: Basic $ (0.12) $ 0.03 $ 0.37 $ (0.13) $ 0.15 Diluted $ (0.13) $ 0.03 $ 0.35 $ (0.13) $ 0.13
16. NEW ACCOUNTING STANDARDS: In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others," and interpretation of FASB Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34. This interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees issued. The interpretation also clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken. The initial recognition and measurement provisions of the interpretation are applicable to guarantees issued or modified after December 31, 2002, and are not expected to have a material effect on the Company's consolidated financial statements. As described in Note 4, the Company has guaranteed mortgage loan obligations on certain joint ventures in which the Company holds a minority ownership interest, to secure undertakings made by those joint ventures. The Company anticipates that no such contingent liability will be realized, and that the various guarantees will eventually expire. As such, the Company believes the aggregate fair value of all such guarantees is negligible. F-27 ARLINGTON HOSPITALITY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000 ================================================================================ 16. NEW ACCOUNTING STANDARDS (CONTINUED): In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure" ("SFAS 148"). This Statement amends FASB Statement No. 123, "Accounting for Stock-based Compensation," to provide alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based employee compensation. In addition, SFAS 148 and the disclosure requirements of Statement No. 123 require prominent disclosures in both annual and interim financial statements. Certain of the disclosure modifications are required for fiscal years ending after December 15, 2002, and are included in the notes to these consolidated financial statements. The Company has not yet determined whether it will commence reporting the fair value of any options as a charge against earnings. In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities," and interpretation of ARB No. 51. This interpretation addresses the consolidation by business enterprises of variable interest entities as defined in the interpretation. The interpretation applies immediately to variable interests in variable interest entities created after January 31, 2003, and to variable interests obtained in variable interest entities after January 31, 2003. For public companies like the Company, the interpretation is applied to the enterprise no later than the beginning of the first annual reporting period beginning after June 15, 2003. The application of this interpretation is not expected to have a material effect on the Company's consolidated financial statements. The interpretation requires certain disclosures in the consolidated financial statements issued after January 15, 2003, if it is reasonably possible that the Company will consolidate or disclose information about variable interest entities when the interpretation becomes effective. 17. SUBSEQUENT EVENTS: During 2003, the Company sold two AmeriHost Inn hotels for total net proceeds of approximately $6.5 million and has simultaneously paid off the related mortgage loans of approximately $4.2 million. In addition, an unconsolidated joint venture in which the Company is a minority owner, sold its AmeriHost Inn hotel. EX-10.14 3 a32381_x1014.txt LINE-OF-CREDIT AGREEMENT WITH LASALLE BANK, N.A. LOAN AND SECURITY AGREEMENT --------------------------- This LOAN AND SECURITY AGREEMENT dated as of the 1st day of February, 2002 (the "Agreement"), is executed by and between ARLINGTON HOSPITALITY, INC., a Delaware corporation (the "Borrower"), whose address is 2355 S. Arlington Heights Road, Arlington Heights, Illinois 60005, and LASALLE BANK NATIONAL ASSOCIATION, a national banking association (the "Bank"), whose address is 135 South La Salle Street, Chicago, Illinois 60603. RECITALS -------- WHEREAS, Borrower has requested that Bank make a secured line of credit available to Borrower in the principal amount of Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00) to be used primarily to support the working capital and letter of credit needs of the Borrower and to fund certain construction projects of the Borrower or one or more of its Subsidiaries; WHEREAS, the Borrower provides management and other services to or for the benefit of its Subsidiaries and from time to time funds various construction projects for such Subsidiaries; and WHEREAS, the availability of such credit facilities will benefit Borrower and its Subsidiaries; and WHEREAS, Bank has agreed to establish the line of credit based on the terms and conditions set forth in this Agreement, the Revolving Note (as defined herein) and such other and further documents and action contemplated by this Agreement that Bank in its sole discretion may require; and WHEREAS, in consideration for the extension by Bank of the line of credit and the agreements of the Borrower set forth herein, the Borrower and the Bank hereby agree as follows: 1. DEFINITIONS. ----------- 1.1 Defined Terms. For the purposes of this Agreement, the following capitalized words and phrases shall have the meanings set forth below. "Add-On" shall be that percentage established for each fiscal quarter by reference to the Total Liabilities to Worth Ratio of the Borrower at the end of the immediately preceding fiscal quarter. The Add-On for any outstanding Loans shall change on the first day of each fiscal quarter and shall be determined as follows: If the Total Liabilities to Worth Ratio Then the Prime Rate and The LIBOR Add-On shall be: as of the last day of the preceding Add-On shall fiscal quarter is: be: - --------------------------------------- ------------------ ------------------------ Less than or equal to 2.0 to 1.0 0% 250 basis points (2.50%) Less than or equal to 2.50 to 1.0, but 0.25% 275 basis points (2.75%) greater than 2.0 to 1.0 Less than or equal to 3.0 to 1.0, but 0.50% 300 basis points (3.0%) greater than 2.51 to 1.0
"Bankruptcy Code" shall mean the United States Bankruptcy Code, as now existing or hereafter amended. "Business Day" shall mean any day other than a Saturday, Sunday or a legal holiday on which banks are authorized or required to be closed for the conduct of commercial banking business in Chicago, Illinois. "Capital Expenditures" shall mean expenditures (including Capital Lease obligations which should be capitalized under GAAP) for the acquisition of fixed assets which are required to be capitalized under GAAP. "Capital Lease" shall mean, as to any Person, a lease of any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, by such Person as lessee that is, or should be, in accordance with Financial Accounting Standards Board Statement No. 13, as amended from time to time, or, if such Statement is not then in effect, such statement of GAAP as may be applicable, recorded as a "capital lease" on the balance sheet of the Borrower prepared in accordance with GAAP. "Cendant" shall mean Cendant Finance Holding Corporation, a Delaware corporation. "Cendant Agreement" shall mean that certain Royalty Sharing Agreement dated as of September 30, 2000 among Borrower, Cendant and AmeriHost Franchise Systems, Inc. ("Franchisor"). "Closing Date" shall mean February 1, 2002 or such later date which Borrower and the Bank shall agree. "Collateral" shall have the meaning set forth in Section 6. 1. "Contingent Liability" and "Contingent Liabilities" shall mean, respectively, each obligation and liability of the Borrower or any of its Subsidiaries and all such obligations and liabilities of the Borrower or any of its Subsidiaries incurred pursuant to any agreement, undertaking or arrangement by which the Borrower or any of its Subsidiaries: (a) guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend, obligation 2 or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including without limitation, any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (b) guarantees the payment of dividends or other distributions upon the shares or ownership interest of any other Person; (c) undertakes or agrees (whether contingently or otherwise): (i) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any or any property or assets constituting security therefor, (ii) to advance or provide funds for the payment or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person, or (iii) to make payment to any other Person other than for value received; (d) agrees to lease property or to purchase securities, property or services from such other Person with the purpose or intent of assuring the owner of such indebtedness or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (e) to induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (f) undertakes or agrees otherwise to assure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation set forth herein) be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported thereby. "Debt Service Charges" shall mean, for any period, the sum of: (a) all interest, charges and related expenses payable with respect to that fiscal period to a lender in connection with borrowed money or the deferred purchase price of assets that are treated as interest in accordance with GAAP, plus (b) the aggregate amount of principal payable on Indebtedness with respect to that fiscal period, plus (c) the portion of rent payable with respect to that fiscal period under Capital Leases that should be treated as interest in accordance with GAAP, plus (d) all charges paid or payable (without duplication) during that period with respect to any Interest Rate Agreements. "Default Rate" shall mean a per annum rate of interest equal to the Prime Rate plus five percent (5%) per annum. "Depreciation" shall mean the total amounts added to depreciation, amortization, obsolescence, valuation and other proper reserves, as reflected on the consolidated financial statement of Borrower and its Subsidiaries and determined in accordance with GAAP. "EBITDA" shall mean, for any period, the sum of the following: (a) Net Income (excluding extraordinary and unusual items and income or loss attributable to equity in any affiliated corporation or Subsidiary but including net deferred incentive fees due from Cendant pursuant to the Cendant Agreement) for such period, plus (b) Interest Charges, plus (c) income taxes payable or accrued, plus (d) Depreciation for such period, plus (e) all other non-cash charges, minus (f) that portion of net income arising out of the sale of assets outside of the ordinary course of business (to the extent not previously excluded under clause (a) of this definition), in each case to the extent included in determining Net Income for such period. "Employee Plan" includes any pension, stock bonus, employee stock ownership plan, retirement, disability, medical, dental or other health plan, life insurance or other death 3 benefit plan, profit sharing, deferred compensation, stock option, bonus or other incentive plan, vacation benefit plan, severance plan or other employee benefit plan or arrangement, including, without limitation, those pension, profit-sharing and retirement plans of the Borrower and/or any of its Subsidiaries described from time to time in the financial statements of the Borrower and any pension plan, welfare plan, defined benefit pension plans (as defined in ERISA) or any multi-employer plan, maintained or administered by the Borrower and/or any of its Subsidiaries or to which the Borrower is a party or may have any liability or by which the Borrower and/or any of its Subsidiaries is bound. "Environmental Laws" shall mean all federal, state, district, local and foreign laws, rules, regulations, ordinances, and consent decrees relating to health, safety, hazardous substances. pollution and environmental matters, as now or at any time hereafter in effect, applicable to the business or facilities owned or operated by the Borrower or any of its subsidiaries, including laws relating to emissions, discharges, releases or threatened releases of pollutants, contamination, chemicals, or hazardous, toxic or dangerous substances, materials or wastes in the environment (including, without limitation, ambient air, surface water, land surface or subsurface strata) or otherwise relating to the generation, manufacture, processing, distribution, use, treatment. storage, disposal, transport or handling of Hazardous Materials. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time. "Event of Default" shall mean any of the events or conditions set forth in Section 11 hereof. "GAAP" shall mean generally accepted accounting principles, using the accrual basis of accounting and consistently applied with prior periods, provided, however, that GAAP with respect to any interim financial statements or reports shall be deemed subject to fiscal yearend adjustments and footnotes made in accordance with GAAP. "Hazardous Materials" shall mean any hazardous, toxic or dangerous substance, materials and wastes, including, without limitation, hydrocarbons (including naturally occurring or man-made petroleum and hydrocarbons), flammable explosives, asbestos, urea formaldehyde insulation, radioactive materials, biological substances, polychlorinated biphenyls, pesticides, herbicides and any other kind and/or type of pollutants or contaminants (including, without limitation, materials which include hazardous constituents), sewage, sludge, industrial slag, solvents and/or any other similar substances, materials or wastes that are or become regulated under any Environmental Law (including without limitation, any that are or become classified as hazardous or toxic under any Environmental Law). "Indebtedness" shall mean at any time (a) all Liabilities of the Borrower or any of its Subsidiaries, (b) all Capital Lease obligations of the Borrower or any of its Subsidiaries, (c) all other debt, secured or unsecured, created, issued, incurred or assumed by the Borrower or any of its Subsidiaries for money borrowed or for the deferred purchase price of any fixed or capital asset, (d) indebtedness secured by any Lien existing on property owned by the Borrower or any of its Subsidiaries whether or not the Indebtedness secured thereby has been assumed, and (e) all 4 Contingent Liabilities of the Borrower or any of its Subsidiaries whether or not reflected on its balance sheet. "Indemnified Party" and "Indemnified Parties" shall mean, respectively, each of the Bank and any parent corporations, affiliated corporations or subsidiaries of the Bank, and each of their respective officers, directors, employees, attorneys and agents, and all of such parties and entities. "Interest Period" shall mean, with regard to any LIBOR Loan, successive one, two or three month periods as selected from time to time by the Borrower by notice given to the Bank not less than three Business Days prior to the first day of each respective Interest Period; provided, however, that: (i) each such Interest Period occurring after the initial Interest Period of any LIBOR Loan shall commence on the day on which the preceding Interest Period for such LIBOR Loan expires, (ii) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, however, that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, then the last day of such Interest Period shall occur on the immediately preceding Business Day; (iii) whenever the first day of any Interest Period occurs on a day of a month for which there is no numerically corresponding day in the calendar month in which such Interest Period terminates, such Interest Period shall end on the last Business Day of such calendar month; and (iv) the final Interest Period must be such that its expiration occurs on or before the Maturity Date. "Interest Rate Agreements" shall mean any interest rate protection agreement, interest rate swap or other interest rate hedge arrangement (other than any interest rate cap or other similar agreement or arrangement pursuant to which the Borrower has no credit exposure to the Bank) to or under which the Borrower or any Subsidiary of the Borrower is a party or beneficiary. "Letter of Credit" and "Letters of Credit" shall mean, respectively, a letter of credit and all such letters of credit issued by the Bank, in its sole discretion, upon the execution and delivery by the Borrower and the acceptance by the Bank of a Master Letter of Credit Agreement and an application for Letter of Credit, as set forth in SECTION 2.5 of this Agreement. "Letter of Credit Obligations" shall mean, at any time, an amount equal to the aggregate of the original face amounts of all Letters of Credit minus the sum of (i) the amount of any reductions in the original face amount of any Letter of Credit which did not result from a draw thereunder, (ii) the amount of any payments made by the Bank with respect to any draws made under a Letter of Credit for which the Borrower has reimbursed the Bank, (iii) the amount of any payments made by the Bank with respect to any draws made under a Letter of Credit which have been converted to a Revolving Loan as set forth in SECTION 2.5, and (iv) the portion of any issued but expired Letter of Credit which has not been drawn by the beneficiary thereunder. For purposes of determining the outstanding Letter of Credit Obligations at any time, the Bank's acceptance of a draft drawn on the Bank pursuant to a Letter of Credit shall constitute a draw on the applicable Letter of Credit at the time of such acceptance. 5 "Liabilities" shall mean at all times all liabilities of the Borrower or any of its Subsidiaries that would be shown as such on a consolidated balance sheet of the Borrower and its Subsidiaries prepared in accordance with GAAP. "LIBOR" shall mean a rate of interest equal to the per annum rate of interest at which United States dollar deposits in an amount comparable to the amount of the relevant LIBOR Loan and for a period equal to the relevant Interest Period are offered generally to the Bank (rounded upward if necessary, to the nearest 1/16 of 1.00%) in the London Interbank Eurodollar market at 11:00 a.m. (London time) two Business Days prior to the commencement of each Interest Period less the maximum reserve percentages for determining reserves to be maintained by member banks of the Federal Reserve System for Eurocurrency liabilities, or as LIBOR is otherwise determined by the Bank in its sole and absolute discretion, such rate to remain fixed for such Interest Period. The Bank's determination of LIBOR shall be conclusive, absent manifest error. "LIBOR Rate" shall mean a per annum rate of interest equal to LIBOR for the relevant Interest Period (rounded upward if necessary, to the nearest 1/16 of 1.00%), which LIBOR Rate shall remain fixed during such Interest Period, plus the applicable Add-On; provided, however, that the LIBOR Loans shall never bear interests at less than five and 50/100ths percent (5.50%) per annum. "LIBOR Loan" or "LIBOR Loans" shall mean that portion, and collectively those portions, of the aggregate outstanding principal balance of the Revolving Loans that will bear interest at the LIBOR Rate, of which at any time and from time to time, the Borrower may identify no more than advances of the Revolving Loans which will bear interest at the LIBOR Rate, of which each particular LIBOR Loan must be in the amount of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) or a higher integral multiple of One Hundred Thousand and 00/100 Dollars ($100,000.00). "Lien" shall mean any mortgage, pledge, hypothecation, judgment lien or similar legal process. title retention lien, or other lien or security interest, including, without limitation, the interest of a vendor under any conditional sale or other title retention agreement and the interest of a lessor under a lease of any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, by such Person as lessee that is, or should be, a Capital Lease on the consolidated balance sheet of the Borrower and its Subsidiaries prepared in accordance with GAAP. "Loans" shall mean, collectively, all Revolving Loans (whether Prime Loans or LIBOR Loans) made by the Bank to the Borrower and all Letter of Credit Obligations under and pursuant to this Agreement. "Loan Documents" shall have the meaning set forth in Section 3.1. "Loan-to-Value Ratio" shall mean (i) in respect of any individual Mortgaged Premises, the ratio of (a) Indebtedness of the Borrower or any Subsidiary secured by Lien on such Mortgaged Premises to (b) the value of the Mortgaged Premises disclosed by the appraisal of such Mortgaged Premises most recently accepted by the Bank, and (ii) in respect of all of the 6 Mortgaged Premises and Other Property of the Borrower and all Wholly-Owned Subsidiaries, the ratio of (a) the aggregate consolidated Indebtedness of the Borrower and all Wholly-Owned Subsidiaries secured by a Lien on any Mortgaged Premises or Other Property to (b) the aggregate value of the Mortgaged Premises and Other Property as determined by the Bank, in its sole discretion. "Maturity Date" shall be the first anniversary of the Closing Date, unless extended by the Bank pursuant to any modification, extension or renewal note executed by the Borrower and accepted by the Bank in its sole and absolute discretion in substitution for the Revolving Note. "Maximum Letter of Credit Obligation" shall mean the Revolving Loan Commitment less the aggregate amount of all Revolving Loans outstanding at any time. "Mortgage" shall mean those second or junior mortgages or deeds of trust made by Borrower or any of its Subsidiaries in favor of the Bank, or, in the case of the Ohio Mortgage, made by the Ohio Partnership in favor of the Borrower and collaterally assigned to the Bank, on the Mortgaged Premises listed on Exhibit B attached hereto. "Mortgaged Premises" shall mean the real estate and improvements described in Exhibit B attached hereto and shall include any Substitute Mortgaged Premises accepted by the Bank in substitution to any of the Mortgaged Premises in accordance with the terms of Section 6.10 of this Agreement. "Net Real Property Equity" shall mean, in respect of any Mortgaged Premises, an amount equal to sixty percent (60%) of the value of such Mortgaged Premises disclosed by the appraisal of such Mortgaged Premises most recently accepted by the Bank minus the aggregate amount of any Indebtedness secured by a Lien on such Mortgaged Premises. "Net Income" shall mean, with respect to any period, the amount shown opposite the caption "Net Income" or a similar caption on the financial statements of the Borrower, prepared in accordance with GAAP. "Note" shall mean the Revolving Note referred to in Section 4.1. "Obligation" shall mean the Loans, as evidenced by the Note, all interest accrued thereon, any fees due the Bank hereunder, any expenses incurred by the Bank hereunder and any and all other liabilities and obligations of the Borrower (and of any partnership in which the Borrower is or may be a partner) to the Bank, howsoever created, arising or evidenced, and howsoever owned, held or acquired, whether now or hereafter existing, whether now due or to become due, direct or indirect, absolute or contingent, and whether several, joint or joint and several, including, but not limited to, any Interest Rate Agreements. "Obligor" shall mean the Borrower, any Subsidiary which makes a Mortgage in favor of the Bank, any guarantor, accommodation endorser, third party pledgor, or any other party liable with respect to the Obligations. 7 "Ohio Mortgage" means the Open-End Mortgage, Security Agreement, Financing Statement and Assignment of Rents and Leases dated June 30, 1997 made by the Ohio Partnership in favor of the Borrower. "Ohio Partnership" shall mean Middletown 592 Limited Partnership, an Ohio limited partnership. "Other Properties" shall mean any and all real property heretofore presently or hereafter, owned by Borrower or any Subsidiary, excluding the Mortgaged Premises, and any interest of any kind in improvements thereon. "Person" shall mean any individual, partnership, limited liability company, corporation, trust, joint venture, joint stock company, association, unincorporated organization, government or agency or political subdivision thereof, or other entity. "Prime Loan" or "Prime Loans" shall mean that portion, and collectively, those portions of the aggregate outstanding principal balance of the Revolving Loans that will bear interest at the Prime Rate plus the applicable Add-On; provided, however, that the Prime Loans shall never bear interest at a rate less than five and 50/100ths percent (5.50%) per annum "Prime Rate" shall mean the floating per annum rate of interest which at any time, and from time to time, shall be most recently announced by the Bank as its Prime Rate, which is not intended to be the Bank's lowest or most favorable rate of interest at any one time. The effective date of any change in the Prime Rate shall for purposes hereof be the date the Prime Rate is changed by the Bank. The Bank shall not be obligated to give notice of any change in the Prime Rate. "Regulatory Change" shall mean the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over the Bank or its lending office. "Revolving Interest Rate" shall mean the Borrower's from time to time option of (i) the Prime Rate plus the applicable Add-On per annum, or (ii) the LIBOR Rate; provided, however, that the Revolving Interest Rate shall never be less than five and 50/100ths percent (5.50%) per annum. "Revolving Loan" and "Revolving Loans" shall mean, respectively, each direct advance and the aggregate of all such direct advances, from time to time in the form of either Prime Loans and/or LIBOR Loans, made by the Bank to the Borrower under and pursuant to this Agreement, as set forth in SECTION 2.1 of this Agreement. "Revolving Loan Availability" shall mean at any time, the Revolving Loan Commitment less the Letter of Credit Obligations. "Revolving Loan Commitment" shall mean Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00) or, in the event (a) the Borrower requests the release of any Mortgaged Premises from the Lien of the Bank created by a Mortgage without 8 satisfying the requirements of Section 6.10 or (b) the aggregate value of the Collateral, as determined by the Bank pursuant to the terms of this Agreement, shall decline, such lesser amount as the Bank shall determine after deducting such reserves as the Bank determines in its sole discretion. "Revolving Note" shall have the meanings set forth in Section 4.1 hereof. "Senior Mortgage Indebtedness" shall mean the Indebtedness of Borrower or any Subsidiary existing on the date hereof which is disclosed on the financial statements referred to in Section 7 and secured by one of the Senior Mortgages. "Senior Mortgages" shall mean those (i) first priority mortgages on the Mortgaged Premises listed on Exhibit B attached hereto or any first priority mortgage on any Substitute Mortgaged Premises accepted by the Bank in substitution for any Mortgaged Premises in accordance with the terms of Section 6.10 of this Agreement or (ii) any other Indebtedness of Borrower or any Subsidiary existing on the date hereof which is disclosed on the financial statements referred to in Section 7 and secured by a Lien on any Other Property. "Subordinated Debt" shall mean that portion of the Liabilities of the Borrower or any Subsidiary which is subordinated to the Obligations in a manner satisfactory to the Bank, including, but not limited to, right and time of payment of principal and interest. "Subsidiary" and "Subsidiaries" shall mean, respectively, each and all such corporations, partnerships, limited partnerships, limited liability companies, limited liability partnerships or other entities of which or in which the Borrower owns directly or indirectly fifty percent (50.00%) or more of (i) the combined voting power of all classes of stock having general voting power under ordinary circumstances to elect a majority of the board of directors of such entity if a corporation, (ii) the management authority and capital interest or profits interest of such entity, if a partnership, limited partnership, limited liability company, limited liability partnership, joint venture or similar entity, or (iii) the beneficial interest of such entity, if a trust, association or other unincorporated organization. "Tangible Assets" shall mean the total of all assets appearing on a consolidated balance sheet of the Borrower and its Subsidiaries prepared in accordance with GAAP (with Inventory being valued at the lower of cost or market), after deducting all proper reserves (including reserves for Depreciation, obsolescence and amortization) less the sum of (i) goodwill, patents, trademarks, prepaid expenses, deposits held as security deposits on lease contracts, franchise fees and other similar assets, deferred charges and other personal property which is classified as intangible property in accordance with GAAP, and (ii) any amounts due from shareholders, affiliates, officers or employees of the Borrower or any Subsidiary. "Tangible Net Worth" shall mean at any time the total of Tangible Assets less Liabilities plus Subordinated Debt. "Total Liabilities to Worth Ratio" shall mean a ratio of (a) consolidated Liabilities minus deferred income to (b) consolidated Tangible Net Worth plus the sum of (i) deferred taxes, (ii) deferred income, including deferred loan costs and deferred lease costs, and (iii) deposits 9 held as security deposits on lease contracts, franchise fees and other similar assets, in each case of Borrower and its Subsidiaries. "UCC" shall mean the Uniform Commercial Code in effect in Illinois from time to time. "Wholly-Owned Subsidiary" shall mean any Subsidiary of which or in which the Borrower owns directly or indirectly 100% of (i) the combined voting power of all classes of stock having general voting power under ordinary circumstances to elect a majority of the board of directors of such Person, if it is a corporation, (ii) the capital interest or profits interest of such Persons, if it is a partnership, joint venture or similar entity, or (iii) the beneficial interest of such Persons, if it is a trust, association or other unincorporated organization. 1.2 Accounting Terms. Any accounting terms used in this Agreement which are not specifically defined herein shall have the meanings customarily given them in accordance with GAAP. Calculations and determinations of financial and accounting terms used and not otherwise specifically defined hereunder and the preparation of financial statements to be furnished to the Bank pursuant hereto shall be made and prepared, both as to classification of items and as to amount, in accordance with GAAP as used in the preparation of the financial statements of the Borrower on the date of this Agreement. If any changes in accounting principles or practices from those used in the preparation of the financial statements are hereafter occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successor thereto or agencies with similar functions), which results in a material change in the method of accounting in the financial statements required to be furnished to the Bank hereunder or in the calculation of financial covenants, standards or terms contained in this Agreement, the parties hereto agree to enter into good faith negotiations to amend such provisions so as equitably to reflect such changes to the end that the criteria for evaluating the financial condition and performance of the Borrower will be the same after such changes as they were before such changes; and if the parties fail to agree on the amendment of such provisions, the Borrower will furnish financial statements in accordance with such changes but shall provide calculations for all financial covenants, perform all financial covenants and otherwise observe all financial standards and terms in accordance with applicable accounting principles and practices in effect immediately prior to such changes. Calculations with respect to financial covenants required to be stated in accordance with applicable accounting principles and practices in effect immediately prior to such changes shall be reviewed and certified by the Borrower's accountants. 1.3 Other Terms Defined in UCC. All other capitalized words and phrases used herein and not otherwise specifically defined shall have the respective meanings assigned to such terms in the UCC, as amended from time to time, to the extent the same are used or defined therein. 1.4 Other Definitional Provisions; Construction. Whenever the context so requires, the neuter gender includes the masculine and feminine, the single number includes the plural, and vice versa, and in particular the word "Borrower" shall be so construed. The words "hereof', "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and references 10 to Article, Section, Subsection, Annex, Schedule, Exhibit and like references are references to this Agreement unless otherwise specified. An Event of Default shall "continue" or be "continuing" until such Event of Default has been waived in accordance with SECTION 13.3 hereof. References in this Agreement to any party shall include such party's successors and permitted assigns. References to any "Section" shall be a reference to such Section of this Agreement unless otherwise stated. To the extent any of the provisions of the other Loan Documents are inconsistent with the terms of this Loan Agreement, the provisions of this Loan Agreement shall govern. 2. COMMITMENT OF THE BANK. ---------------------- 2.1 Revolving Loans. (a) Revolving Loan Commitment. Subject to the terms and conditions of this Agreement and the other Loan Documents, and in reliance upon the representations and warranties of the Borrower set forth herein and in the other Loan Documents, the Bank agrees to make such Revolving Loans at such times as the Borrower may from time to time request until, but not including, the Maturity Date, and in such amounts as the Borrower may from time to time request, provided, however, that the aggregate principal balance of all Revolving Loans outstanding at any time shall not exceed the Revolving Loan Availability. Borrower acknowledges that the amount of the Revolving Loan Commitment was determined by the Bank based on the Bank's analysis of the value of the Collateral as of Closing, including but not limited to the aggregate Net Real Property Equity in respect of the Mortgaged Premises which, due to the nature of such Collateral, may be difficult to establish and/or highly variable. Accordingly, notwithstanding any other term or provision hereof to the contrary, Bank has the right from time to time to periodically determine and redetermine the value of the Collateral, to establish (based on advance percentages and eligibility criteria established by the Bank and communicated to Borrower from time to time) borrowing base formulas in respect of Accounts and Equipment (as defined in the UCC) and to establish reserves, to require borrowing base certificates and to require such other actions on the part of Borrower as Bank in its discretion may deem necessary or appropriate, including but not limited to establishing reserves in the event that Net Real Property Equity in respect of the Mortgaged Premises falls below $5,500,000 at any time. Revolving Loans made by the Bank may be repaid and, subject to the terms and conditions hereof, borrowed again up to, but not including the Maturity Date unless the Revolving Loans are otherwise terminated or extended as provided in this Agreement. The Revolving Loans shall be used by the Borrower for the purpose of supporting the working capital needs of the Borrower and to fund certain construction projects of its Subsidiaries. (b) Revolving Loan Interest and Payments. Except as otherwise provided in this SECTION 2.1(B), the principal amount of the Revolving Loans outstanding from time to time shall bear interest at the Revolving Interest Rate. Accrued and unpaid interest on the unpaid principal balance of all Revolving Loans outstanding from time to time which are Prime Loans, shall be due and payable monthly, in arrears, commencing on [March 1], 2002 and continuing on the first day of each calendar month thereafter, and on the Maturity Date. Accrued and unpaid interest on the unpaid principal balance of all 11 Revolving Loans outstanding from time to time which are LIBOR Loans shall be payable on the last Business Day of each Interest Period, commencing on the first such date to occur after the date hereof, on the date of any principal repayment of a LIBOR Loan and on the Maturity Date. Any amount of principal or interest on the Revolving Loans which is not paid when due, whether at stated maturity, by acceleration or otherwise, shall bear interest payable on demand at the Default Rate. (c) Revolving Loan Principal Repayments. (i) Mandatory Principal Prepayments. All Revolving Loans hereunder shall be repaid by the Borrower on the Maturity Date, unless payable sooner pursuant to the provisions of this Agreement. In the event the aggregate outstanding principal balance of all Revolving Loans and Letter of Credit Obligations hereunder exceed the Revolving Loan Availability, the Borrower shall, without notice or demand of any kind, immediately make such repayments of the Revolving Loans or take such other actions as shall be necessary to eliminate such excess. Also, if the Borrower chooses not to convert any Revolving Loan which is a LIBOR Loan to a Prime Loan as provided in SECTION 2.3(B) and SECTION 2.3(C), then such Revolving Loan shall be immediately due and payable on the last Business Day of the then existing Interest Period or on such earlier date as required by law, all without further demand, presentment, protest or notice of any kind, all of which are hereby waived by the Borrower. (ii) Optional Prepayments. The Borrower may from time to time prepay the Revolving Loans which are Prime Loans, in whole or in part, without any prepayment penalty whatsoever, subject to the following conditions: (i) each partial prepayment shall be in an amount equal to $10,000.00 or a higher integral multiple of $5,000; and (ii) any prepayment of the entire principal balance of the Prime Loans shall include accrued interest on such Prime Loans to the date of such prepayment and payment in full of all other Obligations (other than the LIBOR Loans), then due and payable. 2.2 [INTENTIONALLY OMITTED] 2.3 Additional LIBOR Loan Provisions. (a) LIBOR Loan Prepayments. Notwithstanding anything to the contrary contained herein, the principal balance of any LIBOR Loan may not be prepaid in whole or in part at any time. If, for any reason, a LIBOR Loan is paid prior to the last Business Day of any Interest Period, the Borrower agrees to indemnify the Bank against any loss (including any loss on redeployment of the funds repaid), cost or expense incurred by the Bank as a result of such prepayment. (b) LIBOR Unavailability. If the Bank determines in good faith (which determination shall be conclusive, absent manifest error) prior to the commencement of any Interest Period that (i) United States dollar deposits of sufficient amount and maturity 12 for funding any LIBOR Loan are not available to the Bank in the London Interbank Eurodollar market in the ordinary course of business, or (ii) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applicable to the relevant LIBOR Loan, the Bank shall promptly notify the Borrower thereof and, so long as the foregoing conditions continue, Revolving Loans may not be advanced as a LIBOR Loan thereafter. In addition, at the Borrower's option, each existing LIBOR Loan shall be immediately (i) converted to a Prime Loan on the last Business Day of the then existing Interest Period, or (ii) due and payable on the last Business Day of the then existing Interest Period, without further demand, presentment, protest or notice of any kind, all of which are hereby waived by the Borrower. (c) Regulatory Change. In addition, if, after the date hereof, a Regulatory Change shall, in the reasonable determination of the Bank, make it unlawful for the Bank to make or maintain the LIBOR Loans, then the Bank shall promptly notify the Borrower and Revolving Loans may not be advanced as a LIBOR Loan thereafter. In addition, at the Borrower's option, each existing LIBOR Loan shall be immediately (i) converted to a Prime Loan on the last Business Day of the then existing Interest Period or on such earlier date as required by law, or (ii) due and payable on the last Business Day of the then existing Interest Period or on such earlier date as required by law, all without further demand, presentment, protest or notice of any kind, all of which are hereby waived by the Borrower. (d) LIBOR Loan Indemnity. If any Regulatory Change (whether or not having the force of law) shall (a) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, the Bank; (b) subject the Bank or any LIBOR Loan to any tax, duty, charge, stamp tax or fee or change the basis of taxation of payments to the Bank of principal or interest due from the Borrower to the Bank hereunder (other than a change in the taxation of the overall net income of the Bank); or (e) impose on the Bank any other condition regarding such LIBOR Loan or the Bank's funding thereof, and the Bank shall determine (which determination shall be conclusive, absent manifest error) that the result of the foregoing is to increase the cost to the Bank of making or maintaining such LIBOR Loan or to reduce the amount of principal or interest received by the Bank hereunder, then the Borrower shall pay to the Bank, on demand, such additional amounts as the Bank shall, from time to time, determine are sufficient to compensate and indemnify the Bank for such increased cost or reduced amount. 2.4 Interest and Fee Computation; Collection of Funds. Except as otherwise set forth herein, all interest and fees shall be calculated on the basis of a year consisting of 360 days and shall be paid for the actual number of days elapsed. Principal payments submitted in funds not immediately available shall continue to bear interest until collected. If any payment to be made by the Borrower hereunder or under the Note shall become due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing any interest in respect of such payment. 13 2.5 Letters of Credit. Subject to the terms and conditions of this Agreement and upon the execution by the Borrower and the Bank of a Master Letter of Credit Agreement and, upon the execution and delivery by the Borrower, and the acceptance by the Bank, in its sole and absolute discretion, of an application for letter of credit, the Bank agrees to issue for the account of the Borrower out of the Revolving Loan Availability, such Letters of Credit in the standard form of the Bank and otherwise inform and substance acceptable to the Bank from time to time during the term of this Agreement, provided that the Letter of Credit Obligations may not at any time exceed the Maximum Letter of Credit Obligation and provided, further, that no Letter of Credit shall have an expiration date later than the Maturity Date. The amount of any payments made by the Bank with respect to draws made by a beneficiary under a Letter of Credit for which the Borrower has failed to reimburse the Bank upon the earlier of (i) the Bank's demand for repayment, or (ii) five (5) days from the date of such payment to such beneficiary by the Bank, shall be deemed to have been converted to a Revolving Loan as of the date such payment was made by the Bank to such beneficiary. Upon the occurrence of an Event of a Default and at the option of the Bank, all Letter of Credit Obligations shall be converted to Prime Loans, all without demand, presentment, protest or notice of any kind, all of which are hereby waived by the Borrower. 3. CONDITIONS OF BORROWING. ----------------------- Notwithstanding any other provision of this Agreement, the Bank shall not be required to disburse or make all or any portion of the Loans if any of the following conditions shall have occurred. 3.1 Loan Documents. The Borrower shall have failed to execute and deliver to the Bank any of the following Loan Documents (collectively, the "Loan Documents"), all of which must be satisfactory to the Bank and the Bank's counsel in form, substance and execution: (a) Loan Agreement. This Agreement duly executed by the Borrower. (b) Revolving Note. A Revolving Note duly executed by the Borrower, in the form attached hereto as Exhibit "A". (c) Mortgages. The Mortgages to and for the benefit of the Bank on each of the Mortgaged Premises, executed by Borrower or the Subsidiary of Borrower which is the record fee owner of such Mortgaged Premises, constituting a valid and perfected second lien on fee simple title to such Mortgaged Premises and the fixtures and other personal property described in the Mortgages, in form and substance acceptable to the Bank. (d) Appraisals. Appraisals of each of the Mortgaged Premises prepared by an appraiser acceptable to Bank, which appraisals shall be in amounts and in form and content acceptable to the Bank. (e) Title Insurance Commitments/Policies. (i) Title insurance commitments issued by First American Title Company or another title insurance company acceptable to the Bank (collectively, the "Title Insurance Company"), indicating that no judgments, tax or other liens (other than the Liens permitted under Section 8.2 and Liens in favor of 14 the Bank) are of record or on file encumbering any portion of such Mortgaged Premises, and (ii) as of the Closing Date, for each mortgaged Premises having a "Net Real Property Equity" in excess of $450,000, an ALTA Permanent Loan Policy-1992 issued on the Closing Date by the Title Insurance Company to the Bank in an amount acceptable to the Bank, insuring such Mortgage(s) to be valid second liens upon the fee title to such Mortgaged Property subject only to permitted exceptions and to customary exceptions for pending disbursements of the Loan ("Title Insurance Policy"). The Title Insurance Policy must specifically insure the Bank for claims and questions related to (i) claims for mechanics' or materialmen's liens; (ii) zoning (by means of the ALTA Endorsement Form 3.1 endorsement which must specifically state that the intended use of the Mortgaged Property is a "permitted use" under the governing zoning ordinance and the improvements and parking lots thereon comply with applicable zoning ordinances); (iii) the location of the land; (iv) usury and violations of consumer credit laws; and (v) such other matters as Bank may require. The Title Insurance Company will commit to provide that the Title Insurance Policy when issued will include its ALTA Zoning Endorsement Form 3.1 (including compliance with parking requirements), a creditors' rights endorsement, an access endorsement, a variable rate endorsement, a usury endorsement and its unconditional Comprehensive Endorsement No. 1, or its customary form of like "conformity" endorsement. If the Land consists of more than one subparcel, the Title Insurance Policy must affirmatively insure contiguity. (f) Consents. Consents satisfactory to the Bank from (i) each mortgagee having a Senior Mortgage on a Mortgaged Premises, consenting to the creation of a second mortgage on such Mortgaged Premises and (ii) certain ground lessors and other third parties determined by the Bank. (g) Subordination Agreement. A Subordination Agreement, in form and substance acceptable to the Bank, pursuant to which Borrower subordinates the Senior Mortgage Indebtedness and Lien of the Senior Mortgage on the Mortgaged Premises owned by the Ohio Partnership to the prior payment in full of the Obligations. (h) Environment Audits. Copies of Phase I environment audits of each Mortgaged Premises, the results of which reports must be acceptable to Bank. (i) Environmental Indemnity Agreement. An Environmental Indemnity Agreement acceptable to the Bank made by Borrower in favor of Bank. (j) Financing Statements. Uniform Commercial Code Financing Statements as required by Bank to perfect all security interests created hereunder or under the Mortgages. (k) Collateral Assignment of Cendant Agreement. A Collateral Assignment and Security Agreement, assigning and granting to Bank a security interest in the Cendant Agreement, with the consent/acknowledgement of Cendant to such assignment, in form and substance acceptable to the Bank. 15 (l) Collateral Assignment of Notes, Mortgage and Liens. A Collateral Assignment of Notes, Mortgage and Liens, assigning and granting to Bank a security interest in that certain Mortgage Note of the Ohio Partnership dated as of February 1, 2002, payable to Borrower in the aggregate principal amount of $3,000,000 and the Ohio Mortgage. (m) Insurance Policies. Insurance policies (or binders acceptable to the Bank) with premiums prepaid in companies, forms, amounts and coverage satisfactory to the Bank, identifying the Bank as lender's loss payee or mortgagee's loss payee and as an additional insured and containing waiver of subrogation and mortgage clauses in favor of the Bank. Without limiting the generality of the foregoing, such policies shall include all insurance required to be carried by the Borrower under the Mortgages. The Borrower will also provide casualty insurance against loss and damage by all risks of physical loss or damage, including fire, windstorm, flood, earthquake and other risks covered by the so-called extended coverage endorsement in amounts not less than the full insurable replacement value of all improvements, fixtures and equipment from time to time on the land and bearing a replacement cost agreed amount endorsement. (n) Constitutive Documents. Certified copies of Borrower's and each Obligor's articles of organization and by-laws. (o) Resolutions. Certified resolutions of the board of directors and/or shareholders of the Borrower and each Obligor authorizing the execution, delivery and performance of this Agreement and/or the Loan Documents to which each is a party. (p) Borrower's Attorney's Opinion. An opinion of counsel to the Borrower and each Obligor in form and substance acceptable to the Bank. (q) Additional Documents. Such other certificates, financial statements, schedules, resolutions, opinions of counsel, notes and other documents which are provided for hereunder or which the Bank shall require. 3.2 Event of Default. Any Event of Default, or any event which, with notice or lapse of time or both would constitute an Event of Default, shall have occurred and be continuing. 3.3 Adverse Changes. A material adverse change in the financial condition or affairs of the Borrower, as determined in the Bank's sole and complete discretion, shall have occurred. 3.4 Litigation. Any litigation or governmental proceeding shall have been instituted against the Borrower or any of its officers or shareholders which in the discretion of the Bank, reasonably exercised, materially adversely affects the financial condition or continued operation of the Borrower. 3.5 Representations and Warranties. Any representation or warranty of the Borrower contained herein or in any Loan Document shall be untrue or incorrect in any material way as of the date of any Loan as though made on such date, except to the extent such representation or warranty expressly relates to an earlier date. 16 3.6 Commitment Fee. The Borrower shall have failed to pay to the Bank a commitment fee in the amount of Twenty-Five Thousand and 00/100 Dollars ($25,000.00), on or before the execution of this Agreement by the Bank. 4. NOTES EVIDENCING LOANS. ---------------------- 4.1 Revolving Note. The Revolving Loans and the Letter of Credit Obligations shall be evidenced by a single Revolving Note (together with any and all renewal, extension, modification or replacement notes executed by the Borrower and delivered to the Bank and given in substitution therefor, the "Revolving Note") in the form of Exhibit "A" attached hereto, duly executed by the Borrower and payable to the order of the Bank. At the time of the initial disbursement of a Revolving Loan and at each time an additional Revolving Loan shall be requested hereunder or a repayment made in whole or in part thereon, an appropriate notation thereof shall be made on the books and records of the Bank. All amounts recorded shall be, absent demonstrable error, conclusive and binding evidence of (i) the principal amount of the Revolving Loans advanced hereunder and the amount of all Letter of Credit Obligations, (ii) any unpaid interest owing on the Revolving Loans, and (iii) all amounts repaid on the Revolving Loans or the Letter of Credit Obligations. The failure to record any such amount or any error in recording such amounts shall not, however, limit or otherwise affect the obligations of the Borrower under the Revolving Note to repay the principal amount of the Revolving Loans, together with all interest accruing thereon. 5. MANNER OF BORROWING. ------------------- Each Loan shall be made available to the Borrower upon its request, from any Person whose authority to so act has not been revoked by the Borrower in writing previously received by the Bank. Each Revolving Loan may be advanced either as a Prime Loan or a LIBOR Loan, provided, however, that at any time and from time to time, the Borrower may identify no more than five (5) Revolving Loans which may be LIBOR Loans. A request for a Prime Loan must be received by no later than 11:00 a.m. Chicago, Illinois time, on the day it is to be funded. A request for a LIBOR Loan must be (i) received by no later than 11:00 a.m. Chicago, Illinois time, three days before the day it is to be funded, and (ii) in an amount equal to Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) or a higher integral multiple of One Hundred Thousand and 00/100 Dollars ($100,000.00). If for any reason the Borrower shall fail to select timely an Interest Period for an existing LIBOR Loan, then such LIBOR Loan shall be immediately converted to a Prime Loan on the last Business Day of the then existing Interest Period, all without demand, presentment, protest or notice of any kind, all of which are hereby waived by the Borrower. The proceeds of each Prime Loan or LIBOR Loan shall be made available at the office of the Bank by credit to the account of the Borrower or by other means requested by the Borrower and acceptable to the Bank. Each Letter of Credit shall be issued by the Bank upon the execution of the Bank's standard Master Letter of Credit Agreement by the Borrower and the Bank, and the execution and delivery by the Borrower and the acceptance by the Bank, in its sole discretion, of the Bank's standard application for Letter of Credit and the payment by the Borrower of the Bank's fees charged in connection therewith. In addition to all other applicable fees, charges and/or interest payable by the Borrower pursuant to the Master Letter of Credit Agreement or 17 otherwise payable in accordance with the Bank's standard letter of credit fee schedule, all standby Letters of Credit issued under and pursuant to this Agreement shall bear an annual fee equal to one and one-quarter percent (1.25%) of the face amount of such standby Letter of Credit, payable by the Borrower on or before the issuance of such Letter of Credit by the Bank and annually thereafter on the same date unless and until (i) such Letter of Credit has expired or has been returned to the Bank, or (ii) the Bank has paid the beneficiary thereunder the full face amount of such Letter of Credit. All Letters of Credit other than standby Letters of Credit shall bear such fees, costs and interest as charged by the Bank and shall contain such other terms as set forth in the Master Letter of Credit Agreement and the Bank's standard letter of credit fee schedule. The Bank is authorized to rely on any written, verbal, electronic, telephonic or telecopy loan requests which the Bank believes in its good faith judgment to emanate from a properly authorized representative of the Borrower, whether or not that is in fact the case. The Borrower does hereby irrevocably confirm, ratify and approve all such advances by the Bank and does hereby indemnify the Bank against losses and expenses (including court costs, attorneys' and paralegals' fees) and shall hold the Bank harmless with respect thereto. 6. SECURITY FOR THE OBLIGATIONS. ---------------------------- 6.1 Security for Obligations. As security for the payment of the Obligations, the Borrower does hereby pledge, assign, transfer and deliver to the Bank and does hereby grant to the Bank a continuing and unconditional security interest in and to any and all property of the Borrower, of any kind or description, tangible or intangible, whether now existing or hereafter arising or acquired, including, but not limited to, the following (all of which property, along with the products and proceeds therefrom, and the additional collateral referred to in Section 6.2 below, are individually and collectively referred to as the "Collateral"): (a) all property of, or for the account of, the Borrower now or hereafter coming into the possession, control or custody of, or in transit to, the Bank or any agent or bailee for the Bank or any parent, affiliate or subsidiary of the Bank or any participant with the Bank in the Loans (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise), including all earnings, dividends, interest, or other rights in connection therewith and the products and proceeds therefrom, including the proceeds of insurance thereon; and (b) the additional property of the Borrower, whether now existing or hereafter arising or acquired, and wherever now or hereafter located, together with all additions and accessions thereto, substitutions for, and replacements, products and proceeds therefrom, and all of the Borrower's books and records and recorded data relating thereto (regardless of the medium of recording or storage), together with all of the Borrower's right, title and interest in and to all computer software required to utilize, create, maintain and process any such records or data on electronic media, identified and set forth as follows: (i) All Accounts and all Goods whose sale, lease or other disposition by the Borrower has given rise to Accounts and have been 18 returned to, or repossessed or stopped in transit by, the Borrower, or rejected or refused by an Account Debtor; (ii) All Inventory, including, without limitation, raw materials, work-in-process and finished goods; (iii) All Goods (other than Inventory), including, without limitation, embedded software, Equipment, vehicles, furniture and Fixtures; (iv) All Software and computer programs; (v) All Securities, Investment Property, Financial Assets and Deposit Accounts; (vi) All Chattel Paper, Electronic Chattel Paper, Instruments, Documents, Letter of Credit Rights, all proceeds of letters of credit, Health care insurance Receivables, Supporting Obligations, notes secured by real estate, Commercial Tort Claims and General Intangibles, including Payment Intangibles; and (vii) All insurance policies and proceeds insuring the foregoing property or any part thereof, including unearned premiums. 6.2 Additional Collateral. In addition, the Obligations are also secured by the Mortgages. 6.3 [INTENTIONALLY OMITTED] 6.4 Possession and Transfer of Collateral. Until an Event of Default has occurred hereunder, the Borrower shall be entitled to possession or use of the Collateral. The cancellation or surrender of the Note, upon payment or otherwise, shall not affect the right of the Bank to retain the Collateral for any other of the Obligations. The Borrower shall not sell, assign (by operation of law or otherwise), license, lease or otherwise dispose of, or grant any option with respect to any of the Collateral, except that (a) the Borrower may sell Inventory in the ordinary course of business and (b) Borrower or any Subsidiary may sell one or more hotel properties in accordance with the provisions of Section 6.11 hereof. 6.5 Financing Statements. The Borrower shall, at the Bank's request, at any time and from time to time, execute and deliver to the Bank such financing statements, amendments and other documents and do such acts as the Bank deems necessary in order to establish and maintain valid, attached and perfected first security interests in the Collateral in favor of the Bank, free and clear of all Liens and claims and rights of third parties whatsoever (except as otherwise specifically set forth in Section 8 hereof). The Borrower hereby irrevocably authorizes the Bank at any time, and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of the Borrower or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of the jurisdiction wherein such financing statement or amendment is filed, or (ii) as being of an equal or lesser scope or within 19 greater detail, and (b) contain any other information required by Section 5 of Article 9 of the Uniform Commercial Code of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether the Borrower is an organization, the type of organization and any organization identification number issued to the Borrower, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. The Borrower agrees to furnish any such information to the Bank promptly upon request. The Borrower further ratifies and affirms its authorization for any financing statements and/or amendments thereto, executed and filed by the Bank in any jurisdiction prior to the date of this Agreement. 6.6 Additional Collateral. The Borrower shall deliver to the Bank immediately upon its demand, following the occurrence of an Event of Default, such other collateral as the Bank may from time to time request, should the value of the Collateral, in the Bank's sole and absolute discretion, decline, deteriorate, depreciate or become impaired, and does hereby grant to the Bank a continuing security interest in such other collateral, which, when pledged, assigned and transferred to the Bank shall be and become part of the Collateral. The Bank's security interests in each of the foregoing Collateral shall be valid, complete and perfected whether or not covered by a specific assignment. 6.7 Preservation of the Collateral. The Bank may, but is not required to, take such action from time to time as the Bank deems appropriate to maintain or protect the Collateral. The Bank shall have exercised reasonable care in the custody and preservation of the Collateral if it takes such action as the Borrower shall reasonably request in writing; provided, however, that such request shall not be inconsistent with the Bank's status as a secured party, and the failure of the Bank to comply with any such request shall not be deemed a failure to exercise reasonable care. In addition, any failure of the Bank to preserve or protect any rights with respect to the Collateral against prior or third parties, or to do any act with respect to preservation of the Collateral, not so requested by the Borrower, shall not be deemed a failure to exercise reasonable care in the custody or preservation of the Collateral. The Borrower shall have the sole responsibility for taking such action as may be necessary, from time to time, to preserve all rights of the Borrower and the Bank in the Collateral against prior or third parties. Without limiting the generality of the foregoing, where Collateral consists in whole or in part of securities, the Borrower represents to, and covenants with, the Bank that the Borrower has made arrangements for keeping informed of changes or potential changes affecting the securities (including, but not limited to, rights to convert or subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights), and the Borrower agrees that the Bank shall have no responsibility or liability for informing the Borrower of any such or other changes or potential changes or for taking any action or omitting to take any action with respect thereto. 6.8 Other Actions as to any and all Collateral. The Borrower further agrees to take any other action reasonably requested by the Bank to insure the attachment, perfection and first priority of, and the ability of the Bank to enforce, the Bank's security interest in any and all of the Collateral including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Borrower's signature thereon is required therefor, (b) causing the Bank's name to be noted as secured party on any certificate of title for a titled good if such 20 notation is a condition to attachment, perfection or priority of, or ability of the bank to enforce, the Bank's security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Bank to enforce, the Bank's security interest in such Collateral, (d) obtaining governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other Person obligated on Collateral, (e) obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Bank, and (f) taking all actions required by the UCC in effect from time to time or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction. 6.9 Collateral in the Possession of a Warehouseman or Bailee. If any of the Collateral at any time is in the possession of a warehouseman or bailee, the Borrower shall promptly notify the Bank thereof, and if requested by the Bank, shall promptly obtain an acknowledgement from the warehouseman or bailee, in form and substance satisfactory to the Bank, that the warehouseman or bailee holds such Collateral for the benefit of the Bank and shall act upon the instructions of the Bank, without the further consent of the Borrower. 6.10 Partial Release of Mortgaged Premises. Upon the written request of the Borrower at any time and from time to time, the Bank shall execute and deliver to Borrower a release of the Mortgage on any of the Mortgaged Premises so long as no Event of Default shall have occurred and be continuing and upon satisfaction of the following conditions: (a) Borrower or one of its Subsidiaries shall execute and deliver a mortgage for the benefit of the Bank, in form and substance acceptable to the Bank, on a substitute hotel property owned by the Borrower or such Subsidiary satisfactory to the Bank (each a "Substitute Mortgaged Premises"); (b) Borrower shall deliver to the Bank an appraisal of such Substitute Mortgaged Premises prepared by an appraiser acceptable to the Bank which discloses a Net Real Property Equity for such Substitute Mortgaged Premises that is substantially equivalent to the Net Real Property Equity for the Mortgaged Premises it replaces; (c) Upon giving effect to the proposed release of the Mortgaged Premises and substitution of the Substitute Mortgaged Premises, the aggregate Loan-to-Value Ratio for all hotel properties owned by Borrower or its Wholly-Owned Subsidiaries shall comply with the requirements of Section 10.4 hereof; and (d) Borrower shall pay the Bank a fee of One Thousand Five Hundred and 00/100 Dollars ($1,500.00) for each release executed and delivered to Borrower pursuant to the terms of this Section 6.10. In the event that Borrower fails to satisfy the foregoing conditions, the Bank may, in its sole discretion, establish a reserve against the Revolving Loan Commitment in such amount as the Bank shall determine, taking into account the aggregate Net Real Property Equity and the value of other Collateral, all as of such date. 21 6.11 Sale of Hotel Properties. Without limiting the provisions of Section 6.10 above, and so long as no Event of Default shall have occurred and be continuing or, after giving effect to the proposed sale, would occur, with the giving of notice or lapse of time or both, Borrower or any Subsidiary may sell one or more hotel properties in the ordinary course of business subject to satisfaction of the following conditions: (a) Borrower shall give the Bank no less than thirty (30) days' prior written notice of each such sale; (b) Each notice of proposed sale of a hotel property shall include (i) the location and a description of the property being sold, (ii) the sales price for the property in question, and (iii) the identity of the buyer; and (c) Upon the written request of the Bank, Borrower shall provide such additional information concerning the transaction as the Bank may thereafter request. 7. REPRESENTATIONS AND WARRANTIES. ------------------------------ To induce the Bank to make the Revolving Loans, the Borrower makes the following representations and warranties to the Bank, each of which shall be true and correct as of the date of the execution and delivery of this Agreement, and which shall survive the execution and delivery of this Agreement: 7.1 Borrower Organization and Name. The Borrower and each Subsidiary is a corporation duly organized, existing and in good standing under the laws of its state of incorporation, with full and adequate corporate power to carry on and conduct its business as presently conducted. The Borrower and each Subsidiary is duly licensed or qualified in all foreign jurisdictions wherein the nature of its activities require such qualification or licensing. The exact legal name of the Borrower is as set forth in the first paragraph of this Agreement, and the Borrower currently does not conduct, nor has it during the last five (5) years conducted, business under any other name or trade name, except for the names "AmeriHost Properties, Inc.," "AmeriHost Inn," "AmeriHost Inn and Suites," "AmeriHost Hotel" and "AmeriHost Suites." The Borrower's state issued organizational identification number is 204441. 7.2 Authorization; Validity. The Borrower and each Subsidiary which is a party to any of the Loan Documents has full right, power and authority to enter into this Agreement and/or each Loan Document to which it is a party, to make the borrowings and execute and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Agreement and each Loan Document to which it is a party. The execution and delivery of this Agreement and/or the Loan Documents will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of the articles of incorporation or bylaws of the Borrower or any Subsidiary which is a party to any Loan Document. All necessary and appropriate corporate action has been taken on the part of the Borrower and each Subsidiary which is a party to any Loan Document to authorize the execution and delivery of this Agreement and/or the Loan Documents to which it is a party. This Agreement and the Loan Documents to which it is a party are valid and binding agreements and 22 contracts of the Borrower and each Subsidiary which is a party to any Loan Document in accordance with their respective terms. 7.3 Compliance With Laws. To the best knowledge of Borrower, the nature and transaction of the business and operations of Borrower and each Subsidiary and the use of their respective properties and assets, including, but not limited to, the Collateral or any real estate owned or occupied by any of them, do not and during the term of the Loans shall not, violate or conflict with any applicable law, statute, ordinance, rule, regulation or order of any kind or nature, including, without limitation, the provisions of the Fair Labor Standards Act or any zoning, land use, building, noise abatement, occupational health and safety or other laws, any building permit or any condition, grant, easement, covenant, condition or restriction, whether recorded or not. 7.4 Environmental Laws and Hazardous Substances. The Borrower represents, warrants and agrees with the Bank that (i) to the best knowledge of Borrower, neither the Borrower nor any Subsidiary has generated, used, stored, treated, transported, manufactured, handled, produced or disposed of any Hazardous Materials, on or off any of the premises of the Borrower (whether or not owned by it) or Subsidiary in any manner which at any time violates any Environmental Law or any license, permit, certificate, approval or similar authorization thereunder, (ii) to the best knowledge of Borrower, the operations of the Borrower and each Subsidiary comply in all material respects with all Environmental Laws and all licenses, permits certificates, approvals and similar authorizations thereunder, (iii) there has been no investigation, proceeding, complaint, order, directive, claim, citation or notice by any governmental authority or any other Person, nor is any pending or, to the best of the Borrower's knowledge, threatened, and the Borrower shall immediately notify the Bank upon becoming aware of any such investigation, proceeding, complaint, order, directive, claim, citation or notice, and shall take prompt and appropriate actions to respond thereto, with respect to any non-compliance with, or violation of, the requirements of any Environmental Law by the Borrower or any Subsidiary or the release, spill or discharge, threatened or actual, of any Hazardous Material or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Material or any other environmental, health or safety matter, which affects the Borrower or its business, operations or assets or any properties at which the Borrower or any Subsidiary has transported, stored or disposed of any Hazardous Materials, (iv) to the best knowledge of Borrower, neither the Borrower nor any Subsidiary has any material liability, contingent or otherwise, in connection with a release, spill or discharge, threatened or actual, of any Hazardous Materials or the generation, use, storage, treatment, transportation, manufacture, handling, production or disposal of any Hazardous Material; and (v) without limiting the generality of the foregoing, the Borrower shall, following determination by the Bank that there is non-compliance, or any condition which requires any action by or on behalf of the Borrower or any Subsidiary in order to avoid any non-compliance, with any Environmental Law, at the Borrower's sole expense, cause an independent environmental engineer acceptable to the Bank to conduct such tests of the relevant site as are appropriate, and prepare and deliver a report setting forth the result of such tests, a proposed plan for remediation and an estimate of the costs thereof. 7.5 Absence of Breach. The execution, delivery and performance of this Agreement, the Loan Documents and any other documents or instruments to be executed and delivered by 23 the Borrower or any Subsidiary in connection with the Loans shall not: (i) violate any provisions of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority, or (ii) conflict with, be inconsistent with, or result in any breach or default of any of the terms, covenants, conditions, or provisions of any indenture, mortgage, deed of trust, instrument, document, agreement or contract of any kind to which the Borrower or any Subsidiary is a party or by which the Borrower or any Subsidiary or any of their respective property or assets may be bound. 7.6 Collateral Representations. The Borrower or, in the case of the Mortgaged Premises, a Subsidiary, is the sole owner of the Collateral, free from any Lien of any kind, other than the Lien of the Bank and the Liens permitted by Section 8.2 of this Agreement. 7.7 Financial Statements. All financial statements submitted to the Bank have been prepared in accordance with GAAP on a basis, except as otherwise noted therein, consistent with the previous fiscal year and truly and accurately reflect the consolidated financial condition of the Borrower and its Subsidiaries and the consolidated results of the operations for the Borrower and its Subsidiaries as of such date and for the periods indicated. Since the date of the most recent financial statement submitted by the Borrower to the Bank, there has been no material adverse change in the financial condition or in the consolidated assets or liabilities of the Borrower and its Subsidiaries, or any chances except those occurring in the ordinary course of business. 7.8 Litigation and Taxes. There is no litigation, demand, charge, claim, petition or governmental investigation or proceeding pending, or to the best knowledge of the Borrower, threatened, against the Borrower and/or any Subsidiary, which, if adversely determined, would result in any material adverse change in the financial condition or properties, business or operations of the Borrower or Subsidiary. The Borrower and each Subsidiary have duly filed all applicable income or other tax returns and to the best knowledge of Borrower, have paid all income or other taxes when due. There is no controversy or objection pending, or to the best knowledge of the Borrower, threatened in respect of any tax returns of the Borrower or any Subsidiary. 7.9 Event of Default. No Event of Default has occurred and is continuing, and no event has occurred and is continuing which, with the lapse of time, the giving of notice, or both, would constitute such an Event of Default under this Agreement or any of the Loan Documents and neither the Borrower nor any Subsidiary is in default (without regard to grace or cure periods) under any contract or agreement to which it is a party. 7.10 ERISA Obligations. All Employee Plans of the Borrower and its Subsidiaries meet the minimum funding standards of Section 302 of ERISA where applicable and each such Employee Plan that is intended to be qualified within the meaning of Section 401 of the Internal Revenue Code of 1986 is qualified. No withdrawal liability has been incurred under any such Employee Plans and no "Reportable Event" or "Prohibited Transaction" (as such terms are defined in ERISA), has occurred with respect to any such Employee Plans, unless approved by the appropriate governmental agencies. The Borrower and each Subsidiary have promptly paid and discharged all obligations and liabilities arising under the Employee Retirement Income 24 Security Act of 1974 ("ERISA") of a character which if unpaid or unperformed might result in the imposition of a Lien against any of its properties or assets. 7.11 Adverse Circumstances. To the best knowledge of Borrower, no condition, circumstance, event, agreement, document, instrument, restriction, litigation or proceeding (or threatened litigation or proceeding or basis therefor) exists which (a) could adversely affect the validity or priority of the Liens granted to the Bank under the Loan Documents, (b) could materially adversely affect the ability of the Borrower to perform its obligations under the Loan Documents, (c) would constitute a default under any of the Loan Documents, or (d) would constitute such a default with the giving of notice or lapse of time or both. 7.12 Lending Relationship. The Borrower acknowledges and agrees that the relationship hereby created with the Bank is and has been conducted on an open and arm's length basis in which no fiduciary relationship exists and that the Borrower has not relied and is not relying on any such fiduciary relationship in executing this Agreement and in consummating the Loans. The Bank represents that it will receive the Note payable to its order as evidence of a bank loan. 7.13 Business Loan. The Loans, including interest rate, fees and charges as contemplated hereby, (i) are business loans within the purview of 815 ILCS 205/4(l)(c), as amended from time to time, (ii) are an exempted transaction under the Truth In Lending Act, 12 .S.C. 1601 et seq., as amended from time to time, and (iii) do not, and when disbursed shall not, violate the provisions of the Illinois usury laws, any consumer credit laws or the usury laws of any state which may have jurisdiction over this transaction, the Borrower or any property securing the Loans. 7.14 Compliance with Regulation U. No portion of the proceeds of the Loans shall be used by the Borrower, or any affiliates of the Borrower, either directly or indirectly, for the purpose of purchasing or carrying any margin stock, within the meaning of Regulation U as adopted by the Board of Governors of the Federal Reserve System. 7.15 Governmental Regulation. The Borrower and its Subsidiaries are not, or after giving effect to any loan, will not be, subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act or the Investment Company Act of 1940 or to any federal or state statute or regulation limiting its ability to incur indebtedness for borrowed money. 7.16 Bank Accounts. The account numbers and locations of all Deposit accounts and other bank accounts of the Borrower are as follows: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 7.17 Place of Business. The principal place of business of the Borrower is 2355 S. Arlington Heights Road, Arlington Heights, Illinois 60005 and the Borrower shall promptly notify the Bank of any change in such location. The Borrower will not remove or permit the Collateral to be removed from such location without the prior written consent of the Bank, except for Inventory sold in the usual and ordinary course of the Borrower's business. 25 7.18 Complete Information. This Agreement and all financial statements, schedules, certificates, confirmations, agreements, contracts, and other materials submitted to the Bank in connection with or in furtherance of this Agreement by or on behalf of the Borrower fully and fairly state the matters with which they purport to deal, and neither misstate any material fact nor, separately or in the aggregate, fail to state any material fact necessary to make the statements made not misleading. 8. NEGATIVE COVENANTS. ------------------ 8.1 Indebtedness. The Borrower shall not, and shall cause each of its Subsidiaries to not, either directly or indirectly, create, assume, incur or have outstanding any Indebtedness (including purchase money indebtedness), or become liable, whether as endorser, guarantor, surety or otherwise, for any debt or obligation of any other Person, except: (a) the Obligations; (b) endorsement for collection or deposit of any commercial paper secured in the ordinary course of business; (c) obligations of the Borrower or any of its Subsidiaries for taxes, assessments, municipal or other governmental charges; (d) obligations of the Borrower or any of its Subsidiaries for accounts payable, other than for money borrowed, incurred in the ordinary course of business; and (e) obligations, including the Senior Mortgage Indebtedness, existing on the date hereof which are disclosed on the financial statements referred to in Section 7; (f) obligations in respect of Indebtedness issued to refinance the Senior Mortgage Indebtedness (the "Senior Refinancing Indebtedness"); provided, however, that the issuance of such Senior Refinancing Indebtedness shall not cause or result in a violation of any covenant set forth in Section 10; (g) obligations in respect of Indebtedness secured by a Lien on any Other Property developed by Borrower or any Subsidiary after the date of this Agreement; provided that the issuance of such Indebtedness shall not cause or result in a violation of any covenant set forth in Section 10; (h) obligations arising under Capital Leases for property acquired (or deemed to be acquired) by the Borrower or any of its Subsidiaries or claims arising from the use or loss of, or damage to, such property; and (i) Indebtedness for Capital Expenditures (exclusive of Indebtedness as incurred by a Lien on any Other Property permitted under Section 8.1(g) above) incurred after the date of this Agreement not to exceed One Million and 00/100 Dollars ($1,000,000.00) in the aggregate in any one calendar year. 26 8.2 Encumbrances. The Borrower shall not, and shall cause each of its Subsidiaries to not, either directly or indirectly, create, assume, incur or suffer or permit to exist any Lien or charge of any kind or character upon any asset of the Borrower or any Subsidiary, whether owned at the date hereof or hereafter acquired except: (a) Liens for taxes, assessments or other governmental charges not yet due or which are being contested in good faith by appropriate proceedings in such a manner as not to make the property forfeitable; (b) Liens or charges incidental to the conduct of its business or the ownership of its property and assets which were not incurred in connection with the borrowing of money or the obtaining of an advance or credit, and which do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business; (c) Liens arising out of judgments or awards against the Borrower with respect to which it shall concurrently therewith be prosecuting a timely appeal or proceeding for review and with respect to which it shall have secured a stay of execution pending such appeal or proceedings for review; (d) pledges or deposits to secure obligations under worker's compensation laws or similar legislation; (e) good faith deposits in connection with lending contracts or leases to which the Borrower is a party; (f) deposits to secure public or statutory obligations of the Borrower; (g) Liens, including the Senior Mortgages, existing on the date hereof and disclosed on the financial statements referred to in Section 7; (h) Liens securing obligations permitted under Section 8.1(f), Section 8.1(g) and/or Section 8.1(h); and (i) Liens granted to the Bank hereunder. Without limiting the generality of the foregoing, Borrower shall not, and shall cause each Subsidiary not to, mortgage or otherwise encumber Borrower's or such Subsidiary's fee or leasehold interest in any Mortgaged Premises or Other Property, except as expressly permitted pursuant to (g) or (h) above or as consented to by the Bank in writing. 8.3 Investments. The Borrower shall not, and shall cause each Subsidiary to not, either directly or indirectly, make or have outstanding any new investments (whether through purchase of stocks, obligations or otherwise) in, or loans or advances to, any other Person, or acquire all or any substantial part of the assets, business, stock or other evidence of beneficial ownership of any other Person except: (a) investments in direct obligations of the United States; 27 (b) investments in certificates of deposit issued by the Bank or any bank with assets greater than One Hundred Million Dollars ($100,000,000.00); or (c) investments in Prime Commercial Paper (for purposes hereof, Prime Commercial Paper shall mean short-term unsecured promissory notes sold by large corporations and rated A-I/P-1 by Standard & Poor's Ratings Group, a division of McGraw Hill, Inc., and Moody's Investment Service, Inc.); or (d) deposits held by the Bank or by any affiliate of ABN AMRO Incorporated. 8.4 Transfer; Merger. The Borrower shall not, and shall cause each Subsidiary to not, either directly or indirectly, merge, consolidate, sell, transfer, license, lease, encumber or otherwise dispose of all or any part of its property or business or all or any substantial part of its assets, or sell or discount (with or without recourse) any of its Promissory Notes, Chattel Paper, Payment Intangibles or Accounts, except that Borrower or any Subsidiary may sell one or more hotel properties in accordance with the provisions of Section 6.11. 8.5 Distributions. Except for purchases of Borrower's stock in an amount not to exceed One Million Dollars ($1,000,000.00) in any fiscal year of Borrower, none of which, individually or in the aggregate would cause or result in the occurrence of an Event of Default, the Borrower shall not, either directly or indirectly, purchase or redeem any shares of its stock or, except with the prior written consent of the Bank, declare or pay any dividends (other than stock dividends), whether in cash or otherwise, or set aside any funds for any such purpose or make any distribution to its shareholders. 8.6 Use of Proceeds. Neither the Borrower nor any of its Subsidiaries or affiliates shall use any portion of the proceeds of the Loans, either directly or indirectly, for the purpose of purchasing any securities underwritten by ABN AMRO Incorporated, an affiliate of the Bank. 8.7 Bank Accounts. The Borrower shall not, and shall cause each Subsidiary to not, establish any new Deposit accounts or other bank accounts, other than bank accounts established at or with the Bank without the prior written consent of the Bank. 8.8 Change of Legal Status. Neither the Borrower nor any Subsidiary which is a party to any of the Loan Documents shall change its name, its organizational identification number, if it has one, its type of organization, its jurisdiction of organization or other legal structure without the prior written consent of the Bank. 9. AFFIRMATIVE COVENANTS. --------------------- 9.1 Compliance with Bank Regulatory Requirements. Upon demand by the Bank, the Borrower shall reimburse the Bank for the Bank's additional costs and/or reductions in the amount of principal or interest received or receivable by the Bank if at any time after the date of this Agreement any law, treaty or regulation or any change in any law, treaty or regulation or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority having jurisdiction over the Bank or the Loans, whether or not having the force of law, shall impose, modify or deem applicable any 28 reserve (except reserve requirements taken into account in calculating the Revolving Interest Rate) and/or special deposit requirement against or in respect of assets held by or deposits in or for the account of the Loans by the Bank or impose on the Bank any other condition with respect to this Agreement or the Loans, the result of which is to either increase the cost to the Bank of making or maintaining the Loans or to reduce the amount of principal or interest received or receivable by the Bank with respect to such Loans. Said additional costs and/or reductions will be those which directly result from the imposition of such requirement or condition on the making or maintaining of such Loans. All Loans shall be deemed to be match funded for the purposes of the Bank's determination in the previous sentence. Notwithstanding the foregoing, the Borrower shall not be required to pay any such additional costs which could be avoided by the Bank with the exercise of reasonable conduct and diligence. 9.2 Corporate Existence. The Borrower shall, and shall cause each Subsidiary to, at all times preserve and maintain its corporate existence, rights, franchises and privileges, and shall at all times continue as a going concern in the business which the Borrower or such Subsidiary is presently conducting. If the Borrower does not have a state issued identification number and later obtains one, the Borrower shall promptly notify the Bank of such organizational identification number. 9.3 Maintain Property. The Borrower shall, and shall cause each Subsidiary to, at all times maintain, preserve and keep its plant, properties and Equipment, including, but not limited to, any Collateral, in good repair, working order and condition, and shall from time to time make all needful and proper repairs, renewals, replacements, and additions thereto so that at all times the efficiency thereof shall be fully preserved and maintained. The Borrower shall, and shall cause each Subsidiary to, permit the Bank to examine and inspect such plant, properties and Equipment, including, but not limited to, any Collateral, at all reasonable times. 9.4 Maintain Insurance. The Borrower shall, and shall cause each Subsidiary to, at all times insure and keep insured in insurance companies acceptable to the Bank, all insurable property owned by it which is of a character usually insured by companies similarly situated and operating like properties, against loss or damage from fire and such other hazards or risks as are customarily insured against by companies similarly situated and operating like properties; and shall similarly insure employers', public and professional liability risks. Prior to the date of the funding of the Note the Borrower shall deliver to the Bank a certificate setting forth in summary form the nature and extent of the insurance maintained by the Borrower and its Subsidiaries pursuant to this SECTION 9. All such policies of insurance must be satisfactory to the Bank in relation to the amount and term of the Obligations and type and value of the Collateral and assets of the Borrower and each Subsidiary, shall identify the Bank as lender's loss payee or mortgagee and as an additional insured. In the event the Borrower either fails to provide the Bank with evidence of the insurance coverage required by this Section or at any time hereafter shall fall to obtain or maintain any of the policies of insurance required above, or to pay any premium in whole or in part relating thereto, then the Bank, without waiving or releasing any obligation or default by the Borrower hereunder, may at any time (but shall be under no obligation to so act), obtain and maintain such policies of insurance and pay such premium and take any other action with respect thereto, which the Bank deems advisable. This insurance coverage (i) may, but need not, protect the Borrower's and each Subsidiary's interest in the such property, including, but not limited to the Collateral, and (ii) may not pay any claim made by, or against, the 29 Borrower or any Subsidiary in connection with such property, including, but not limited to the Collateral. The Borrower may later cancel any such insurance purchased by the Bank, but only after providing the Bank with evidence that the Borrower has obtained the insurance coverage required by this Section. The costs of such insurance obtained by the Bank, through and including the effective date such insurance coverage is canceled or expires, shall be payable on demand by the Borrower to the Bank, together with interest at the Default Rate on such amounts until repaid and any other charges by the Bank in connection with the placement of such insurance. The costs of such insurance, which may be greater than the cost of insurance which the Borrower may be able to obtain on its own, together with interest thereon at the Default Rate and any other charges by the Bank in connection with the placement of such insurance may be added to the total Obligations due and owing. 9.5 Tax Liabilities. The Borrower shall, and shall cause each Subsidiary to, at all times pay and discharge all property and other taxes, assessments and governmental charges upon, and all claims (including claims for labor, materials and supplies) against the Borrower and each Subsidiary or any of its properties, Equipment or Inventory, before the same shall become delinquent and before penalties accrue thereon, unless and to the extent that the same are being contested in good faith by appropriate proceedings and are insured against or bonded over to the satisfaction of the Bank. 9.6 ERISA Liabilities; Employee Plans. The Borrower shall, and shall cause each Subsidiary to, (i) keep in full force and effect any and all Employee Plans which are presently in existence or may, from time to time, come into existence under ERISA, and not withdraw from any such Employee Plans, unless such withdrawal can be effected or such Employee Plans can be terminated without liability to the Borrower or any Subsidiary; (ii) make contributions to all of such Employee Plans in a timely manner and in a sufficient amount to comply with the standards of ERISA; including the minimum funding standards of ERISA; (iii) comply with all material requirements of ERISA which relate to such Employee Plans; (iv) notify the Bank immediately upon receipt by the Borrower or any Subsidiary of any notice concerning the imposition of any withdrawal liability or of the institution of any proceeding or other action which may result in the termination of any such Employee Plans or the appointment of a trustee to administer such Employee Plans; (v) promptly advise the Bank of the occurrence of any "Reportable Event" or "Prohibited Transaction" (as such terms are defined in ERISA), with respect to any such Employee Plans; and (vi) amend any Employee Plan that is intended to be qualified within the meaning of Section 401 of the Internal Revenue Code of 1986 to the extent necessary to keep the Employee Plan qualified, and to cause the Employee Plan to be administered and operated in a manner that does not cause the Employee Plan to lose its qualified status. 9.7 Financial Statements. The Borrower shall, and shall cause each Subsidiary to, at all times maintain a standard and modern system of accounting, on the accrual basis of accounting and in all respects in accordance with GAAP, and shall furnish to the Bank or its authorized representatives such information regarding the business affairs, operations and financial condition of the Borrower and its Subsidiaries, including, but not limited to: (a) as soon as available, and in any event, within ninety (90) days after the close of each of its fiscal years, a copy of the annual audited consolidated financial 30 statements of the Borrower and its Subsidiaries, including balance sheet, statement of income and retained earnings, statement of cash flows for the fiscal year then ended and such other information (including nonfinancial information) as the Bank may request, in reasonable detail, prepared and certified by an independent certified public accountant acceptable to the Bank, containing an unqualified opinion; and (b) as soon as available, and in any event, within forty five (45) days following the end of each fiscal quarter, a copy of the consolidated financial statements of the Borrower and its Subsidiaries regarding such fiscal quarter, including balance sheet, statement of income and retained earnings, statement of cash flows for the fiscal quarter then ended and such other information (including nonfinancial information) as the Bank may request, in reasonable detail, prepared and certified as accurate by the Borrower. No change with respect to such accounting principles shall be made by the Borrower without giving prior notification to the Bank. The Borrower represents and warrants to the Bank that the financial statements delivered to the Bank at or prior to the execution and delivery of this Agreement and to be delivered at all times thereafter accurately reflect and will accurately reflect the consolidated financial condition of the Borrower and its Subsidiaries. The Bank shall have the right at all times during business hours to inspect the books and records of the Borrower and make extracts therefrom. The Borrower agrees to advise the Bank immediately of any adverse change in the financial condition, the operations or any other status of the Borrower. 9.8 Supplemental Financial Statements. The Borrower shall immediately upon receipt thereof, provide to the Bank copies of interim and supplemental reports if any, submitted to the Borrower by independent accountants in connection with any interim audit or review of the books of the Borrower or any Subsidiary. 9.9 Covenant Compliance Report. The Borrower shall, within thirty (30) days after the end of each fiscal quarter, deliver to the Bank (a) a computation in such detail as the Bank shall specify, showing compliance by the Borrower with the covenants set forth in SECTION 10, and (b) a certificate that neither the Borrower nor any Subsidiary is in default under the terms of or has otherwise breached the terms of any of the Senior Mortgages or received any notice(s) with respect to a default or breach of any of the foregoing, in each case certified as accurate by the Borrower. 9.10 Field Audits. The Borrower shall allow the Bank, at the Borrower's sole expense, to conduct an annual field examination of the Accounts of the Borrower and its Subsidiaries, the results of which must be satisfactory to the Bank in the Bank's sole and absolute discretion. 9.11 Other Reports. The Borrower shall, within such period of time as the Bank may specify deliver to the Bank such other schedules and reports as the Bank may require. 9.12 Collateral Records. Borrower shall keep full and accurate books and records relating to the Collateral and shall mark such books and records to indicate the Bank's Lien in the Collateral. 31 9.13 Notice of Proceedings. The Borrower shall, immediately after knowledge thereof shall have come to the attention of any officer of the Borrower, give written notice to the Bank of all threatened or pending actions, suits, and proceedings before any court or governmental department, commission, board or other administrative agency which may have a material effect on the business, property or operations of the Borrower or any Subsidiary. 9.14 Notice of Default. The Borrower shall, immediately after the commencement thereof, give notice to the Bank in writing of the occurrence of an Event of Default or of any event which, with the lapse of time, the giving of notice or both, would constitute an Event of Default hereunder. 9.15 Banking Relationship. The Borrower covenants and agrees, at all times during the term of this Agreement, to utilize the Bank as its primary bank of account and depository for all financial services, including all receipts, disbursements, cash management and related service, of Borrower and its Subsidiaries. 9.16 Unused Line Fee. The Borrower agrees to pay to the Bank a non-utilization fee equal to one-fourth (.0.25%) of one percent of the total of (a) the Revolving Loan Commitment, less (b) the sum of (i) the daily average of the aggregate principal amount of all Revolving Loans outstanding, plus (ii) the daily average of the aggregate amount of the Letter of Credit Obligations, which non-utilization fee shall be (A) calculated on the basis of a year consisting of 360 days, (B) paid for the actual number of days elapsed, and (C) payable quarterly in arrears on the last day of each March, June, September and December, commencing on March 31, 2002, and on the Maturity Date. 10. FINANCIAL COVENANTS. ------------------- 10.1 Tangible Net Worth. As of the end of each of its fiscal quarters, the Borrower and its Subsidiaries shall maintain consolidated Tangible Net Worth in an amount not less than Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000.00). 10.2 Total Liabilities to Worth. As of the end of each of its fiscal quarters, the Borrower and its Subsidiaries shall maintain a Total Liabilities to Worth Ratio of not greater than 3.0 to 1.0. 10.3 Debt Service Coverage Ratio. As of the end of each of its fiscal quarters, the Borrower and its Subsidiaries shall maintain a ratio of (a) consolidated EBITDA to (b) consolidated Debt Service Charges of not less than 1.50 to 1.0. 10.4 Aggregate Loan-to-Value Ratio. The Bank may from time to time order reappraisals on any of the Mortgaged Premises and/or appraisals, in form and substance acceptable to the Bank, on any one or more of the Other Properties. At all times, the Borrower and its Subsidiaries shall maintain an aggregate Loan-to-Value Ratio for the Mortgaged Properties and the Other Properties, as determined by the Bank, not exceeding sixty-five percent (65%) and shall maintain Net Real Property Equity of no less than $5,500,000. 10.5 Aggregate Revenue Per Room. As of the end of each month, aggregate gross room receipts for all hotel properties owned solely by any Wholly Owned Subsidiary shall not 32 have declined as of two consecutive months' end by more than five percent (5%) from the aggregate gross room receipts attributable to the same hotel rooms as of the end of the two (2) immediately preceding fiscal months' end. 11. EVENTS OF DEFAULT. ----------------- The Borrower, without notice or demand of any kind, shall be in default under this Agreement upon the occurrence of any of the following events (each an "Event of Default"). 11.1 Nonpayment of Obligations. Any amount due and owing on the Note or any of the Obligations, whether by its terms or as otherwise provided herein, is not paid within ten (10) days after notice from the Bank that such amount was not paid when due. 11.2 Misrepresentation. Any oral or written warranty, representation, certificate or statement in this Agreement, the Loan Documents or any other agreement with the Bank shall be false when made or at any time. 11.3 Nonperformance. Any failure to perform or default in the performance of any covenant, condition or agreement contained in this Agreement and, if capable of being cured, such failure to perform or default in performance continues for a period of thirty (30) days after the Borrower receives notice or knowledge from any source of such failure to perform or default in performance. 11.4 Default under Loan Documents. A default by Borrower or any Obligor under any of the other Loan Documents, which continues beyond any applicable grace or cure period, all of which covenants, conditions and agreements contained therein are hereby incorporated in this Agreement by express reference, shall be and constitute an Event of Default under this Agreement and any other of the Obligations. 11.5 Default under Other Agreements. Any default in the payment of principal, interest or any other sum for any other obligation beyond any period of grace provided with respect thereto or in the performance of any other term, condition or covenant contained in any agreement (including, but not limited to any capital or operating lease or any agreement in connection with the deferred purchase price of property) under which any such obligation is created, the effect of which default is to cause or permit the holder of such obligation (or the other party to such other agreement) to cause such obligation to become due prior to its stated maturity or terminate such other agreement. 11.6 Assignment for Creditors. Any Obligor makes an assignment for the benefit of creditors, fails to pay, or admits in writing its inability to pay its debts as they mature; or if a trustee of any substantial part of the assets of any Obligor is applied for or appointed, and in the case of such trustee being appointed in a proceeding brought against such Obligor, the Obligor, by any action or failure to act indicates its approval of, consent to, or acquiescence in such appointment and such appointment is not vacated, stayed on appeal or otherwise shall not have ceased to continue in effect within thirty (30) days after the date of such appointment. 11.7 Bankruptcy. Any proceeding involving any Obligor, is commenced by or against such Obligor under any bankruptcy, reorganization, arrangement, insolvency, readjustment of 33 debt, dissolution or liquidation law or statute of the federal government or any state government, and in the case of any such proceeding being instituted against such Obligor, (i) such Obligor, by any action or failure to act indicates its approval of, consent to or acquiescence therein, or (ii) an order shall be entered approving the petition in such proceedings and such order is not vacated, stayed on appeal or otherwise shall not have ceased to continue in effect within thirty (30) days after the entry thereof. 11.8 Judgments. The entry of any judgment, decree, levy, attachment, garnishment or other process, or the filing of any Lien against any Obligor which is not fully covered by insurance, and such judgment or other process shall not have been, within thirty (30) days from the entry thereof, (i) bonded over to the satisfaction of the Bank and appealed, (ii) vacated, or (iii) discharged. 11.9 Change in Control. Subject to Section 6.11 hereof, any sale, conveyance, assignment or other transfer, directly or indirectly, of any ownership interest of the Borrower in any Subsidiary. 11.10 Collateral Impairment. (a) The entry of any judgment, decree, levy, attachment, garnishment or other process, or the filing of any Lien against, any of the Collateral or any collateral under a separate security agreement securing any of the Obligations and such judgment or other process shall not have been, within thirty (30) days from the entry thereof, (i) bonded over to the satisfaction of the Bank and appealed, (ii) vacated, or (iii) discharged, or (b) the loss, theft, destruction, seizure or forfeiture, or the occurrence of any deterioration or impairment of any of the Collateral or any of the collateral under any security agreement securing any of the Obligations, or any decline or depreciation in the value or market price thereof (whether actual or reasonably anticipated), which causes the Collateral, in the sole opinion of the Bank acting in good faith, to become unsatisfactory as to value or character, or which causes the Bank to reasonably believe that it is insecure and that the likelihood for repayment of the Obligations is or will soon be impaired, time being of the essence, which loss, deterioration, decline, depreciation, or other source of insecurity or impairment continues for a period of thirty (30) days after the Borrower receives written notice from the Bank. The cause of such deterioration, impairment, decline or depreciation shall include, but is not limited to, the failure by the Borrower to do any act deemed necessary by the Bank to preserve and maintain the value and collectability of the Collateral. 12. REMEDIES. -------- Upon the occurrence of an Event of Default, the Bank shall have all rights, powers and remedies set forth in the Loan Documents, in any written agreement or instrument (other than this Agreement or the Loan Documents) relating to any of the Obligations or any security therefor, or as otherwise provided at law or in equity. Without limiting the generality of the foregoing, the Bank may, at its option upon the occurrence of an Event of Default, declare its commitments to the Borrower to be terminated and all Obligations to be immediately due and payable, provided, however, that upon the occurrence of an Event of Default under either Section 11.6, "Assignment for Creditors", or Section 11.7, "Bankruptcy", all commitments of the Bank to the Borrower shall immediately terminate and all Obligations shall be automatically due and payable, all without demand, notice or further action of any kind required on the part of the 34 Bank. The Borrower hereby waives any and all presentment, demand, notice of dishonor, protest, and all other notices and demands in connection with the enforcement of Bank's rights under the Loan Documents, and hereby consents to, and waives notice of release, with or without consideration, of any Collateral, notwithstanding anything contained herein or in the Loan Documents to the contrary. In addition to the foregoing: 12.1 Possession and Assembly of Collateral. The Bank may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (in addition to Collateral of which the Bank already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any of the Borrower's premises where any of the Collateral may be or is supposed to be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of and the Bank shall have the right to store the same in any of the Borrower's premises without cost to the Bank. At the Bank's request, the Borrower will, at the Borrower's sole expense, assemble the Collateral and make it available to the Bank at a place or places to be designated by the Bank which is reasonably convenient to the Bank and the Borrower. 12.2 Sale of Collateral. The Bank may sell any or all of the Collateral at public or private sale, upon such terms and conditions as the Bank may deem proper, and the Bank may purchase any or all of the Collateral at any such sale. The Bank may apply the net proceeds, after deducting all costs, expenses, attorneys' and paralegals' fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations, to the payment of the Note and/or any of the other Obligations, returning the excess proceeds, if any, to the Borrower. The Borrower shall remain liable for any amount remaining unpaid after such application, with interest. Any notification of intended disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by the Bank at least five (5) calendar days before the date of such disposition. The Borrower hereby confirms, approves and ratifies all acts and deeds of the Bank relating to the foregoing, and each part thereof. 12.3 Standards for Exercising Remedies. To the extent that applicable law imposes duties on the Bank to exercise remedies in a commercially reasonable manner, the Borrower acknowledges and agrees that it is not commercially unreasonable for the Bank (a) to fail to incur expenses reasonably deemed significant by the Bank to prepare Collateral for disposition or otherwise to complete raw material or work-in-process into finished goods or other finished products for disposition. (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as the Borrower, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral 35 or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including, without limitation, any warranties of title, (k) to purchase insurance or credit enhancements to insure the Bank against risks of loss, collection or disposition of Collateral or to provide to the Bank a guaranteed return from the collection or disposition of Collateral, or (1) to the extent deemed appropriate by the Bank, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Bank in the collection or disposition of any of the Collateral. The Borrower acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by the Bank would not be commercially unreasonable in the Bank's exercise of remedies against the Collateral and that other actions or omissions by the Bank shall not be deemed commercially unreasonable solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to the Borrower or to impose any duties on the Bank that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section. 12.4 UCC and Offset Rights. The Bank may exercise, from time to time, any and all rights and remedies available to it under the UCC or under any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any other agreements between any Obligor and the Bank, and may, without demand or notice of any kind, appropriate and apply toward the payment of such of the Obligations, whether matured or unmatured, including costs of collection and attorneys' and paralegals' fees, and in such order of application as the Bank may, from time to time, elect, any indebtedness of the Bank to any Obligor, however created or arising, including, but not limited to, balances, credits, deposits, accounts or moneys of such Obligor in the possession, control or custody of, or in transit to the Bank. The Borrower, on behalf of itself and each Obligor, hereby waives the benefit of any law that would otherwise restrict or limit the Bank in the exercise of its right, which is hereby acknowledged, to appropriate at any time hereafter any such indebtedness owing from the Bank to any Obligor. 12.5 Additional Remedies. The Bank shall have the right and power to: (a) instruct the Borrower, at its own expense, to notify any parties obligated on any of the Collateral, including, but not limited to, any Account Debtors, to make payment directly to the Bank of any amounts due or to become due thereunder, or the Bank may directly notify such obligors of the security interest of the Bank, and/or of the assignment to the Bank of the Collateral and direct such obligors to make payment to the Bank of any amounts due or to become due with respect thereto, and thereafter, collect any such amounts due on the Collateral directly from such Persons obligated thereon; (b) enforce collection of any of the Collateral, including, but not limited to, any Accounts, by suit or otherwise, or make any compromise or settlement with respect to any of the Collateral, or surrender, release or exchange all or any part thereof, or compromise, extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; 36 (c) take possession or control of any proceeds and products of any of the Collateral, including the proceeds of insurance thereon; (d) extend, renew or modify for one or more periods (whether or not longer than the original period) the Note, any other of the Obligations, any obligation of any nature of any other obligor with respect to the Note or any of the Obligations; (e) grant releases, compromises or indulgences with respect to the Note, any of the Obligations, any extension or renewal of any of the Obligations, any security therefor, or to any other obligor with respect to the Note or any of the Obligations; (f) transfer the whole or any part of securities which may constitute Collateral into the name of the Bank or the Bank's nominee without disclosing, if the Bank so desires, that such securities so transferred are subject to the security interest of the Bank, and any corporation, association, or any of the managers or trustees of any trust issuing any of said securities, or any transfer agent, shall not be bound to inquire, in the event that the Bank or said nominee makes any further transfer of said securities, or any portion thereof, as to whether the Bank or such nominee has the right to make such further transfer, and shall not be liable for transferring the same; (g) vote the Collateral; (h) make an election with respect to the Collateral under Section 1111 of the Bankruptcy Code or take action under Section 364 or any other section of the Bankruptcy Code; provided, however, that any such action of the Bank as set forth herein shall not, in any manner whatsoever, impair or affect the liability of the Borrower hereunder, nor prejudice, waive, nor be construed to impair, affect, prejudice or waive the Bank's rights and remedies at law, in equity or by statute, nor release, discharge, nor be construed to release or discharge, the Borrower, any guarantor or other Person liable to the Bank for the Obligations; and (i) at any time, and from time to time, accept additions to, releases, reductions, exchanges or substitution of the Collateral, without in any way altering, impairing, diminishing or affecting the provisions of this Agreement, the Loan Documents, or any of the other Obligations, or the Bank's rights hereunder, under the Note or under any of the other Obligations. The Borrower hereby ratifies and confirms whatever the Bank may do with respect to the Collateral and agrees that the Bank shall not be liable for any error of judgment or mistakes of fact or law with respect to actions taken in connection with the Collateral. 12.6 Attorney-in-Fact. The Borrower hereby irrevocably makes, constitutes and appoints the Bank (and any officer of the Bank or any Person designated by the Bank for that purpose) as the Borrower's true and lawful proxy and attorney-in-fact (and agent-in-fact) in the Borrower's name, place and stead, with full power of substitution, to (i) take such actions as are permitted in this Agreement, (ii) execute such financing statements and other documents and to do such other acts as the Bank may require to perfect and preserve the Bank's security interest in, and to enforce such interests in the Collateral, and (iii) carry out any remedy provided for in this 37 Agreement, including, without limitation, endorsing the Borrower's name to checks, drafts, instruments and other items of payment, and proceeds of the Collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of the Borrower, changing the address of the Borrower to that of the Bank, opening all envelopes addressed to the Borrower and applying any payments contained therein to the Obligations. The Borrower hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. The Borrower hereby ratifies and confirms all that said attorney-in-fact may do or cause to be done by virtue of any provision of this Agreement. 12.7 No Marshaling. The Bank shall not be required to marshal any present or future collateral security (including but not limited to this Agreement and the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order. To the extent that it lawfully may, the Borrower hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of the Bank's rights under this Agreement or under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, the Borrower hereby irrevocably waives the benefits of all such laws. 12.8 Application of Proceeds. The Bank will within three (3) business days after receipt of cash or solvent credits from collection of items of payment, proceeds of Collateral or any other source, apply the whole or any part thereof against the Obligations secured hereby. The Bank shall further have the exclusive right to determine how, when and what application of such payments and such credits shall be made on the Obligations, and such determination shall be conclusive upon the Borrower. Any proceeds of any disposition by the Bank of all or any part of the Collateral may be first applied by the Bank to the payment of expenses incurred by the Bank in connection with the Collateral, including attorneys' fees and legal expenses as provided for in SECTION 13 hereof. 12.9 No Waiver. No Event of Default shall be waived by the Bank except in writing. No failure or delay on the part of the Bank in exercising any right, power or remedy hereunder shall operate as a waiver of the exercise of the same or any other right at any other time; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. There shall be no obligation on the part of the Bank to exercise any remedy available to the Bank in any order. The remedies provided for herein are cumulative and not exclusive of any remedies provided at law or in equity. The Borrower agrees that in the event that the Borrower fails to perform, observe or discharge any of its Obligations or liabilities under this Agreement or any other agreements with the Bank, no remedy of law will provide adequate relief to the Bank, and further agrees that the Bank shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. 38 13. MISCELLANEOUS. ------------- 13.1 Obligations Absolute. None of the following shall affect the Obligations of the Borrower to the Bank under this Agreement or the Bank's rights with respect to the Collateral: (a) acceptance or retention by the Bank of other property or any interest in property as security for the Obligations; (b) release by the Bank of all or any part of the Collateral or of any party liable with respect to the Obligations; (c) release, extension, renewal, modification or substitution by the Bank of the Note, or any note evidencing any of the Obligations, or the compromise of the liability of the Obligations; or (d) failure of the Bank to resort to any other security or to pursue the Borrower or any other obligor liable for any of the Obligations before resorting to remedies against the Collateral. 13.2 Entire Agreement. This Agreement (i) is valid, binding and enforceable against the Borrower and the Bank in accordance with its provisions and no conditions exist as to its legal effectiveness; (ii) constitutes the entire agreement between the parties; and (iii) is the final expression of the intentions of the Borrower and the Bank. No promises, either expressed or implied, exist between the Borrower and the Bank, unless contained herein. This Agreement supersedes all negotiations, representations, warranties, commitments, offers, contracts (of any kind or nature, whether oral or written) prior to or contemporaneous with the execution hereof. 13.3 Amendments; Waivers. No amendment, modification, termination, discharge or waiver of any provision of this Agreement or of the Loan Documents, or consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Bank, and then such waiver or consent shall be effective only for the specific purpose for which given. 13.4 WAIVER OF DEFENSES. THE BORROWER, ON BEHALF OF ITSELF AND ANY GUARANTORS OF ANY OF THE OBLIGATIONS, WAIVES EVERY PRESENT AND FUTURE DEFENSE, CAUSE OF ACTION, COUNTERCLAIM OR SETOFF WHICH THE BORROWER MAY NOW HAVE OR HEREAFTER MAY HAVE TO ANY ACTION BY THE BANK IN ENFORCING THIS AGREEMENT. THE BORROWER WAIVES ANY IMPLIED COVENANT OF GOOD FAITH AND RATIFIES AND CONFIRMS WHATEVER THE BANK MAY DO PURSUANT TO THE TERMS OF THIS AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BANK GRANTING ANY FINANCIAL ACCOMMODATION TO THE BORROWER. 13.5 WAIVER OF JURY TRIAL. THE BANK AND THE BORROWER, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE IRREVOCABLY, THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS 39 AGREEMENT, THE NOTE OR ANY OF THE OTHER OBLIGATIONS, THE COLLATERAL, OR ANY OTHER AGREEMENT EXECUTED OR CONTEMPLATED TO BE EXECUTED IN CONJUNCTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT OR COURSE OF DEALING IN WHICH THE BANK AND THE BORROWER ARE ADVERSE PARTIES. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BANK GRANTING ANY FINANCIAL ACCOMMODATION TO THE BORROWER. 13.6 LITIGATION. TO INDUCE THE BANK TO MAKE THE LOANS, THE BORROWER IRREVOCABLY AGREES THAT ALL ACTIONS ARISING, DIRECTLY OR INDIRECTLY, AS A RESULT OR CONSEQUENCE OF THIS AGREEMENT, THE NOTE[S], ANY OTHER AGREEMENT WITH THE BANK OR THE COLLATERAL, SHALL BE INSTITUTED AND LITIGATED ONLY IN COURTS HAVING THEIR SITUS IN THE CITY OF CHICAGO, ILLINOIS. THE BORROWER HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT HAVING ITS SITUS IN SAID CITY, AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS. THE BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO THE BORROWER AS SET FORTH HEREIN IN THE MANNER PROVIDED BY APPLICABLE STATUTE, LAW, RULE OF COURT OR OTHERWISE. 13.7 Assignability. The Bank may at any time assign the Bank's rights in this Agreement, the Note, the Obligations, or any part thereof and transfer the Bank's rights in any or all of the Collateral, and the Bank thereafter shall be relieved from all liability with respect to such Collateral. In addition, the Bank may at any time sell one or more participations in the Loans. The Borrower may not sell or assign this Agreement, or any other agreement with the Bank or any portion thereof, either voluntarily or by operation of law, without the prior written consent of the Bank. This Agreement shall be binding upon the Bank and the Borrower and their respective legal representatives and successors. All references herein to the Borrower shall be deemed to include any successors, whether immediate or remote. In the case of a joint venture or partnership, the term "Borrower" shall be deemed to include all joint venturers or partners thereof, who shall be jointly and severally liable hereunder. 13.8 Confidentiality. The Borrower and the Bank hereby agree and acknowledge that any and all information relating to the Borrower which is (i) furnished by the Borrower to the Bank (or to any affiliate of the Bank), and (ii) non-public, confidential or proprietary in nature, shall be kept confidential by the Bank or such affiliate in accordance with applicable law, provided, however, that such information and other credit information relating to the Borrower may be distributed by the Bank or such affiliate to the Bank's or such affiliate's directors, officers. employees, attorneys, affiliates, auditors and regulators, and upon the order of a court or other governmental agency having jurisdiction over the Bank or such affiliate, to any other party. The Borrower and the Bank further agree that this provision shall survive the termination of this Agreement. 13.9 Binding Effect. This Agreement shall become effective upon execution by the Borrower and the Bank. If this Agreement is not dated or contains any blanks when executed by the Borrower, the Bank is hereby authorized, without notice to the Borrower, to date this 40 Agreement as of the date when it was executed by the Borrower, and to complete any such blanks according to the terms upon which this Agreement is executed. 13.10 Governing Law. This Agreement, the Loan Documents and the Note[S] shall be delivered and accepted in and shall be deemed to be contracts made under and governed by the internal laws of the State of Illinois (but giving effect to federal laws applicable to national banks), and for all purposes shall be construed in accordance with the laws of such State, without giving effect to the choice of law provisions of such State. 13.11 Enforceability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by, unenforceable or invalid under any jurisdiction, such provision shall as to such jurisdiction, be severable and be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. 13.12 Survival of Borrower Representations. All covenants, agreements, representations and warranties made by the Borrower herein shall, notwithstanding any investigation by the Bank, be deemed material and relied upon by the Bank and shall survive the making and execution of this Agreement and the Loan Documents and the issuance of the Note[S], and shall be deemed to be continuing representations and warranties until such time as the Borrower has fulfilled all of its Obligations to the Bank, and the Bank has been paid in full. The Bank, in extending financial accommodations to the Borrower, is expressly acting and relying on the aforesaid representations and warranties. 13.13 Extensions of Bank's Commitment and Note. This Agreement shall secure and govern the terms of any extensions or renewals of the Bank's commitment hereunder and the Note pursuant to the execution of any modification, extension or renewal note executed by the Borrower and accepted by the Bank in its sole and absolute discretion in substitution for the Note. 13.14 Time of Essence. Time is of the essence in making payments of all amounts due the Bank under this Agreement and in the performance and observance by the Borrower of each covenant, agreement, provision and term of this Agreement. 13.15 Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. 13.16 Facsimile Signatures. The Bank is hereby authorized to rely upon and accept as an original any Loan Documents or other communication which is sent to the Bank by facsimile, telegraphic or other electronic transmission (each, a "Communication") which the Bank in good faith believes has been signed by Borrower and has been delivered to the Bank by a properly authorized representative of the Borrower, whether or not that is in fact the case. Notwithstanding the foregoing, the Bank shall not be obligated to accept any such 41 Communication as an original and may in any instance require that an original document be submitted to the Bank in lieu of, or in addition to, any such Communication. 13.17 Notices. Except as otherwise provided herein, the Borrower waives all notices and demands in connection with the enforcement of the Bank's rights hereunder. All notices, requests, demands and other communications provided for hereunder shall be in writing, sent by certified or registered mail, postage prepaid, by facsimile, telegram or delivered in person, and addressed as follows: If to the Borrower: Arlington Hospitality, Inc. 2355 South Arlington Heights Road Arlington Heights, Illinois 60005 Attention: Legal Department If to the Bank: LaSalle Bank National Association 2355 South Arlington Heights Road Arlington Heights, Illinois 60005 Attention: Alan L. Clark First Vice President or, as to each party, at such other address as shall be designated by such party in a written notice to each other party complying as to delivery with the terms of this subsection. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. 13.18 Indemnification. The Borrower agrees to defend (with counsel satisfactory to the Bank), protect, indemnify and hold harmless each Indemnified Party from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, attorneys' fees and time charges of attorneys who may be employees of the Bank, any parent corporation or affiliated corporation of the Bank), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, Environmental Laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Agreement and the Loan Documents, including, but not limited to, the making or issuance and management of the Loans, the use or intended use of the proceeds of the Loans, the enforcement of the Bank's rights and remedies under this Agreement, the Loan Documents, the Note[S], any other instruments and documents delivered hereunder, or under any other agreement between the Borrower and the Bank; provided, however, that the Borrower shall not have any obligations hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum extent permitted by 42 applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Default Rate from the date incurred by each Indemnified Party until paid by the Borrower, be added to the Obligations of the Borrower and be secured by the Collateral. The provisions of this SECTION 13.18 shall survive the satisfaction and payment of the other Obligations and the termination of this Agreement. IN WITNESS WHEREOF, the Borrower and the Bank have executed this Loan and Security Agreement as of the date first above written. ARLINGTON HOSPITALITY, INC., a Delaware corporation ATTEST: By: By: Name: Name: Title: Title: Agreed and accepted: LASALLE BANK NATIONAL ASSOCIATION, a national banking association By: Name: Title: 43 EXHIBIT A --------- REVOLVING NOTE -------------- Chicago, Illinois $8,500,000.00 Dated: February 1, 2002 Due: January 31, 2003 FOR VALUE RECEIVED, ARLINGTON HOSPITALITY, INC., a Delaware corporation (together with its respective successors and assigns, individually and collectively, the "Borrower"), promises to pay to the order of LASALLE BANK NATIONAL ASSOCIATION, a national banking association (the "Bank"), the principal sum of EIGHT MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($8,500,000.00), or, if less, the aggregate unpaid principal amount of all advances made by the Bank to the Borrower hereunder, on January 31, 2003. This Note constitutes the Revolving Note issued pursuant to a Loan and Security Agreement dated as of February 1, 2002 (the "Loan Agreement") by and between the Borrower and the Bank, to which Loan Agreement reference is hereby made for a statement of the terms and conditions under which the Revolving Loans evidenced hereby may be made and a description of the terms and conditions upon which this Note may be prepaid in whole or in part. In case an Event of Default, as defined in the Loan Agreement, shall occur, the entire unpaid principal and accrued interest may be automatically due and payable or may be declared due and payable as provided in the Loan Agreement. The unpaid principal shall bear interest from the date hereof until paid as set forth in the Loan Agreement. Interest shall be payable in accordance with the terms of the Loan Agreement. This Note is subject to optional and mandatory prepayment in certain circumstances, all as set forth in the Loan Agreement. In the event that any installment of the principal of, or interest on, this Note, is not paid when due (whether at stated maturity, by acceleration or otherwise), the entire principal amount outstanding shall bear interest at an annual rate equal to the Prime Rate (as defined in the Loan Agreement) plus five percent (5%) per annum, from the due date until all overdue amounts have been paid in full. Payments of both principal and interest are to be made in lawful money of the United States of America at the offices of the Bank at 135 South LaSalle Street, Chicago, Illinois 60603, or at such other place as the holder shall designate in writing to the maker. This Note is secured by a security interest in Collateral (as defined in the Loan Agreement) and by those certain Mortgages (as defined in the Loan Agreement) dated of even date herewith, each made by a Subsidiary (as defined in the Loan Agreement) for the benefit of the Bank. The maker and all endorsers hereby severally waive presentment for payment, protest and demand, notice of protest, demand and of dishonor and nonpayment of this Note. Borrower hereby agrees to pay all reasonable fees and expenses incurred by the Bank or any subsequent holder, including the reasonable fees of counsel, in connection with protection and enforcement of the rights of the Bank or any subsequent holder under this Note, including without limitation the collection of any amounts due under this Note and the protection and enforcement of such rights in any bankruptcy, reorganization or insolvency proceeding involving the Borrower. This Note is binding upon Borrower and its successors and assigns and shall inure to the benefit of the Bank and its successors and assigns. This Note is made under and governed by the laws of the State of Illinois, without regard to conflicts of laws principles. IN WITNESS WHEREOF, Borrower has executed this Note as of the day and year first above written. ARLINGTON HOSPITALITY, INC. a Delaware corporation By: Its: FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is made and entered into effective as of this ____ day of August, 2002 by and between LASALLE BANK NATIONAL ASSOCIATION, a national banking association ("Bank") and ARLINGTON HOSPITALITY, INC., a Delaware corporation ("Borrower"). RECITALS -------- A. Bank and Borrower are parties to that certain Loan and Security Agreement dated as of February 1, 2002, as amended, modified, restated and supplemented from time to time, including by the amendment agreements described below (hereinafter collectively referred to herein as the "Loan Agreement"). B. Borrower and Bank have agreed to modify the Total Liabilities to Worth covenant set forth in Article 10 of the Loan Agreement. C. Borrower has also requested that Bank waive Borrower's prior non-compliance with certain covenant requirements as more specifically described in Section 4 below. D. Borrower and Bank are agreeable to such amendments and waiver on the terms set forth herein. NOW THEREFORE, in consideration of the premises set forth above and the mutual covenants and promises contained in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower and Bank hereby agree as follows: SECTION 1. AMENDMENT TO LOAN AGREEMENT --------------------------- Effective as of the date hereof and subject to the conditions set forth herein, Bank and Borrower agree to amend the Loan Agreement as follows: 1.1. FINANCIAL COVENANTS. Article 10 of the Loan Agreement is hereby amended by deleting Section 10.2 in its entirety and inserting in lieu thereof the following: 10.2 TOTAL LIABILITIES TO WORTH. As of the end of each of its fiscal quarters, the Borrower and its Subsidiaries shall maintain a Total Liabilities to Worth Ratio of not greater than the following: Fiscal Quarter Ended Total Liabilities to Worth -------------------- -------------------------- September 30, 2002 3.50 to 1.0 December 31, 2002 3.20 to 1.0 In the event that an extension of the Maturity Date by the Bank beyond the first anniversary of the Closing Date, the maximum ratio of Total Liabilities to Net Worth for each fiscal quarter thereafter shall be 3.0 to 1.0. SECTION 2. REPRESENTATIONS AND WARRANTIES ------------------------------ To induce Bank to amend the Loan Agreement and to consider making future loans thereunder and to provide the requested waivers, Borrower represents and warrants to Bank that: 2.1 COMPLIANCE WITH LOAN AGREEMENT. On the date hereof, Borrower is in compliance with all of the terms and provisions set forth in the Loan Agreement, as amended hereby, and no Default or Event of Default has occurred which has not been waived. 2.2 REPRESENTATIONS AND WARRANTIES. On the date hereof, the representations and warranties set forth in the Loan Agreement are true and correct with the same effect as though such representations and warranties had been made on the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date. 2.3 AUTHORITY OF BORROWER. Borrower has full power and authority to enter into this Amendment, to make the borrowings under the Loan Agreement as amended by this Amendment, and to incur and perform the obligations provided for under the Loan Agreement and this Amendment. No consent of any public authority or regulatory body or any other person or entity is required as a condition to the validity or enforceability of this Amendment. 2.4 AMENDMENT AS BINDING AGREEMENT. This Amendment constitutes the valid and legally binding obligation of Borrower, fully enforceable against Borrower, in accordance with its terms. 2.5 NO CONFLICTING AGREEMENTS. The execution and performance by Borrower of this Amendment and the borrowings by Borrower under the Loan Agreement will not (i) violate any provision of law, any order of any court or other agency of government, or (ii) violate any indenture, contract, agreement or other instrument to which Borrower is a party, or by which its property is bound, or be in conflict with, result in a breach of or constitute (with due notice and/or lapse of time) a default under, any such indenture, contract, agreement or other instrument or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower. SECTION 3. CONDITIONS PRECEDENT -------------------- The agreement by Bank to amend the Loan Agreement pursuant to the terms of this Amendment is subject to the condition that Borrower shall have paid to Bank a waiver fee in the amount of Ten Thousand and 00/100 Dollars ($10,000.00). SECTION 4. WAIVER AND FOREBEARANCE. ----------------------- 4.1 Bank hereby waives Borrower's failure as of June 30, 2002 to be in compliance with its covenant regarding maximum ratio of Total Liabilities to Net Worth as previously set forth in Section 10.2 of the Loan Agreement and any Event of Default created thereby solely as of such date. This shall be a limited waiver and shall not constitute a waiver of any subsequent covenant violations whether of a different or like nature, nor shall it constitute a course of conduct or dealing. Additionally, except as expressly provided herein, this Amendment shall not constitute a waiver of any other defaults of Borrower, and Bank expressly reserves and retains all of its rights and remedies under the Loan Agreement. SECTION 5. GENERAL PROVISIONS ------------------ 5.1 Except as amended by this Amendment, the terms and provisions of the Loan Agreement shall remain unchanged and are in all other respects ratified and confirmed and remain in full force and effect. 5.2 Borrower hereby agrees to pay all out-of-pocket expenses incurred by Bank in connection with the preparation, negotiation and consummation of this Amendment, and all other documents related thereto (whether or not any borrowings under the Loan Agreement as amended shall be consummated), including, without limitation, the fees and expenses of Bank's counsel, and any filing fees and recordation tax required in connection with the filing of any documents necessary to consummate the provisions of this Amendment. 5.3 This Amendment shall be construed in accordance with and governed by the laws of the State of Illinois, and the obligations of Borrower under this Amendment are arising and shall arise absolutely and unconditionally upon the execution and delivery of this Amendment. 5.4 This Amendment may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. 5.5 On or after the effective date hereof, each reference in the Loan Agreement to this "Agreement", "hereof", or words of like import, shall, unless the context otherwise requires, be deemed to refer to the Loan Agreement as amended hereby. 5.6 The recitals to this Amendment are incorporated herein in their entirety by this reference thereto and deemed to be a part hereof. Capitalized terms used herein, unless otherwise defined herein, shall have the meanings provided in the Loan Agreement. IN WITNESS WHEREOF, Borrower has caused this Amendment to be duly executed by its duly authorized officers and Bank has caused this Amendment to be executed by its duly authorized officer, all as of the day and year first above written. BORROWER: ARLINGTON HOSPITALITY, INC. By: Title: ATTEST: BANK: LASALLE BANK NATIONAL ASSOCIATION By: Title: SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is made and entered into effective as of this 10th day of December, 2002 by and between LASALLE BANK NATIONAL ASSOCIATION, a national banking association ("Bank") and ARLINGTON HOSPITALITY, INC., a Delaware corporation ("Borrower"). RECITALS -------- A. Bank and Borrower are parties to that certain Loan and Security Agreement dated as of February 1, 2002 (the "Original Agreement"), which Original Agreement was amended by that certain First Amendment to Loan and Security Agreement dated as of August 9, 2002 (the "First Amendment") (the Original Agreement, as amended by the First Amendment, as the same may be amended, modified, restated and supplemented from time to time, including by the amendments described below is collectively referred to herein as the "Loan Agreement". B. Borrower and Bank do desire to further amend the Loan Agreement for the purpose of extending the maturity of the Revolving Loan and establishing certain reserves. C. Borrower and Bank are agreeable to such amendments on the terms set forth herein. NOW THEREFORE, in consideration of the premises set forth above and the mutual covenants and promises contained in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower and Bank hereby agree as follows: SECTION 1. AMENDMENT TO LOAN AGREEMENT --------------------------- Effective as of the date hereof and subject to the conditions set forth herein, Bank and Borrower agree to amend the Loan Agreement as follows: 1.1. SECTION 1.1. The definition of "Maturity Date" set forth in Section 1.1 of the Loan Agreement shall be deleted in its entirety and the following definition inserted in substitution therefore: "Maturity Date" shall be April 30, 2003, unless extended by the Bank pursuant to any modification, extension or renewal note executed by Borrower and accepted by the Bank in its sole and absolute discretion in substitution for the Revolving Note. 1.2 SECTION 2.1(A). There shall be added to Section 2.1(a) of the Loan Agreement the following new sentence: Notwithstanding any other provision hereof to the contrary and without prejudice to the Bank's right to establish additional reserves, upon written notice to Borrower stating the amount of the reserve so established, in connection with the sale by Borrower of other Mortgaged Premises or otherwise from time to time hereafter, (i) Borrower has notified the Bank of the pending sales of certain Mortgaged Premises located in Middleton, Ohio and Vicksburg, Mississippi, (ii) Borrower and the Bank acknowledge and agree that the Bank will establish reserves in the amounts of $1,200,000 and $843,859, respectively, by reason of the decline(s) in Net Real Property Equity in connection with the sales of such Mortgaged Premises and (iii) Revolving Loan Availability will be reduced by the amount of reserves from the date(s) of such sale(s) through the Maturity Date unless otherwise agreed by the Bank, in its sole and absolute discretion. SECTION 2. REPRESENTATIONS AND WARRANTIES ------------------------------ To induce Bank to amend the Loan Agreement, Borrower represents and warrants to Bank that: 2.1 COMPLIANCE WITH LOAN AGREEMENT. On the date hereof, Borrower is in compliance with all of the terms and provisions set forth in the Loan Agreement, as amended hereby, and no Default or Event of Default has occurred which has not been waived. 2.2 REPRESENTATIONS AND WARRANTIES. On the date hereof, the representations and warranties set forth in the Loan Agreement are true and correct with the same effect as though such representations and warranties had been made on the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date. 2.3 AUTHORITY OF BORROWER. Borrower has full power and authority to enter into this Amendment, to make the borrowings under the Loan Agreement as amended by this Amendment, and to incur and perform the obligations provided for under the Loan Agreement and this Amendment. No consent of any public authority or regulatory body or any other person or entity is required as a condition to the validity or enforceability of this Amendment. 2.4 AMENDMENT AS BINDING AGREEMENT. This Amendment constitutes the valid and legally binding obligation of Borrower, fully enforceable against Borrower, in accordance with its terms. 2.5 NO CONFLICTING AGREEMENTS. The execution and performance by Borrower of this Amendment and the borrowings by Borrower under the Loan Agreement will not (i) violate any provision of law, any order of any court or other agency of government, or (ii) violate any indenture, contract, agreement or other instrument to which Borrower is a party, or by which its property is bound, or be in conflict with, result in a breach of or constitute (with due notice and/or lapse of time) a default under, any such indenture, contract, agreement or other instrument or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower. SECTION 3. EFFECTIVENESS ------------- This Amendment shall be effective as of the date hereof, but only when the Borrower shall have received each of the following: (a) An original of this Amendment which has been signed by Borrower and the Bank; (b) A duly executed Substitute Revolving Note in the form of Exhibit A; (c) Certified copies of resolutions of the Board of Directors of Borrower, authorizing the execution, delivery and performance of this Amendment and the Substitute Revolving Note; (d) A certificate of the Secretary of Borrower certifying the names of the officer(s) of Borrower authorized to sign this Amendment and the Substitute Revolving Note; and (e) The sum of Ten Thousand Dollars ($10,000.00) as Bank's fee for such extension. SECTION 4. GENERAL PROVISIONS ------------------ 4.1 Except as amended by this Amendment, the terms and provisions of the Loan Agreement shall remain unchanged and are in all other respects ratified and confirmed and remain in full force and effect. 4.2 Borrower hereby agrees to pay all out-of-pocket expenses incurred by Bank in connection with the preparation, negotiation and consummation of this Amendment, and all other documents related thereto (whether or not any borrowings under the Loan Agreement as amended shall be consummated), including, without limitation, the fees and expenses of Bank's counsel, and any filing fees and recordation tax required in connection with the filing of any documents necessary to consummate the provisions of this Amendment. 4.3 This Amendment shall be construed in accordance with and governed by the laws of the State of Illinois, and the obligations of Borrower under this Amendment are arising and shall arise absolutely and unconditionally upon the execution and delivery of this Amendment. 4.4 This Amendment may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. 4.5 On or after the effective date hereof, each reference in the Loan Agreement to this "Agreement", "hereof", or words of like import, shall, unless the context otherwise requires, be deemed to refer to the Loan Agreement as amended hereby. 4.6 The recitals to this Amendment are incorporated herein in their entirety by this reference thereto and deemed to be a part hereof. Capitalized terms used herein, unless otherwise defined herein, shall have the meanings provided in the Loan Agreement. IN WITNESS WHEREOF, Borrower has caused this Amendment to be duly executed by its duly authorized officers and Bank has caused this Amendment to be executed by its duly authorized officer, all as of the day and year first above written. BORROWER: ARLINGTON HOSPITALITY, INC. By: Title: ATTEST: BANK: LASALLE BANK NATIONAL ASSOCIATION By: Title: EXHIBIT A SUBSTITUTE REVOLVING NOTE ------------------------- Chicago, Illinois $8,500,000.00 Dated: December 10, 2002 Due: April 30, 2003 FOR VALUE RECEIVED, ARLINGTON HOSPITALITY, INC., a Delaware corporation (together with its respective successors and assigns, individually and collectively, the "Borrower"), promises to pay to the order of LASALLE BANK NATIONAL ASSOCIATION, a national banking association (the "Bank"), the principal sum of EIGHT MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($8,500,000.00), or, if less, the aggregate unpaid principal amount of all advances made by the Bank to the Borrower hereunder, on April 30, 2003. This Substitute Revolving Note constitutes the Substitute Revolving Note issued pursuant to a Second Amendment to Loan and Security Agreement dated as of December 10, 2002, which amended that certain Loan and Security Agreement dated as of February 1, 2002, as amended by a certain First Amendment to Loan and Security Agreement dated as of August 9, 2002 (collectively, the "Loan Agreement"), by and between the Borrower and the Bank, to which Loan Agreement reference is hereby made for a statement of the terms and conditions under which the Revolving Loans evidenced hereby may be made and a description of the terms and conditions upon which this Note may be prepaid in whole or in part, but shall not constitute payment of the Revolving Note dated as of February 1, 2002 or constitute a novation thereof. In case an Event of Default, as defined in the Loan Agreement, shall occur, the entire unpaid principal and accrued interest may be automatically due and payable or may be declared due and payable as provided in the Loan Agreement. The unpaid principal shall bear interest from the date hereof until paid as set forth in the Loan Agreement. Interest shall be payable in accordance with the terms of the Loan Agreement. This Substitute Revolving Note is subject to optional and mandatory prepayment in certain circumstances, all as set forth in the Loan Agreement. In the event that any installment of the principal of, or interest on, this Substitute Revolving Note is not paid when due (whether at stated maturity, by acceleration or otherwise), the entire principal amount outstanding shall bear interest at an annual rate equal to the Prime Rate (as defined in the Loan Agreement) plus five percent (5%) per annum, from the due date until all overdue amounts have been paid in full. Payments of both principal and interest are to be made in lawful money of the United States of America at the offices of the Bank at 135 South LaSalle Street, Chicago, Illinois 60603, or at such other place as the holder shall designate in writing to the maker. This Note is secured by a security interest in Collateral (as defined in the Loan Agreement) and by those certain Mortgages (as defined in the Loan Agreement) dated of even date herewith, each made by a Subsidiary (as defined in the Loan Agreement) for the benefit of the Bank. The maker and all endorsers hereby severally waive presentment for payment, protest and demand, notice of protest, demand and of dishonor and nonpayment of this Note. Borrower hereby agrees to pay all reasonable fees and expenses incurred by the Bank or any subsequent holder, including the reasonable fees of counsel, in connection with protection and enforcement of the rights of the Bank or any subsequent holder under this Note, including without limitation the collection of any amounts due under this Note and the protection and enforcement of such rights in any bankruptcy, reorganization or insolvency proceeding involving the Borrower. This Substitute Revolving Note is binding upon Borrower and its successors and assigns and shall inure to the benefit of the Bank and its successors and assigns. This Substitute Revolving Note is made under and governed by the laws of the State of Illinois, without regard to conflicts of laws principles. IN WITNESS WHEREOF, Borrower has executed this Note as of the day and year first above written. ARLINGTON HOSPITALITY, INC. a Delaware corporation By: Its: SUBSTITUTE REVOLVING NOTE Chicago, Illinois $8,500,000.00 Dated: December 10, 2002 Due: April 30, 2003 FOR VALUE RECEIVED, ARLINGTON HOSPITALITY, INC., a Delaware corporation (together with its respective successors and assigns, individually and collectively, the "Borrower"), promises to pay to the order of LASALLE BANK NATIONAL ASSOCIATION, a national banking association (the "Bank"), the principal sum of EIGHT MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($8,500,000.00), or, if less, the aggregate unpaid principal amount of all advances made by the Bank to the Borrower hereunder, on April 30, 2003. This Substitute Revolving Note constitutes the Substitute Revolving Note issued pursuant to a Second Amendment to Loan and Security Agreement dated as of December 10, 2002, which amended that certain Loan and Security Agreement dated as of February 1, 2002, as amended by a certain First Amendment to Loan and Security Agreement dated as of August 9, 2002 (collectively, the "Loan Agreement"), by and between the Borrower and the Bank, to which Loan Agreement reference is hereby made for a statement of the terms and conditions under which the Revolving Loans evidenced hereby may be made and a description of the terms and conditions upon which this Note may be prepaid in whole or in part, but shall not constitute payment of the Revolving Note dated as of February 1, 2002 or constitute a novation thereof. In case an Event of Default, as defined in the Loan Agreement, shall occur, the entire unpaid principal and accrued interest may be automatically due and payable or may be declared due and payable as provided in the Loan Agreement. The unpaid principal shall bear interest from the date hereof until paid as set forth in the Loan Agreement. Interest shall be payable in accordance with the terms of the Loan Agreement. This Substitute Revolving Note is subject to optional and mandatory prepayment in certain circumstances, all as set forth in the Loan Agreement. In the event that any installment of the principal of, or interest on, this Substitute Revolving Note is not paid when due (whether at stated maturity, by acceleration or otherwise), the entire principal amount outstanding shall bear interest at an annual rate equal to the Prime Rate (as defined in the Loan Agreement) plus five percent (5%) per annum, from the due date until all overdue amounts have been paid in full. Payments of both principal and interest are to be made in lawful money of the United States of America at the offices of the Bank at 135 South LaSalle Street, Chicago, Illinois 60603, or at such other place as the holder shall designate in writing to the maker. This Note is secured by a security interest in Collateral (as defined in the Loan Agreement) and by those certain Mortgages (as defined in the Loan Agreement) dated of even date herewith, each made by a Subsidiary (as defined in the Loan Agreement) for the benefit of the Bank. The maker and all endorsers hereby severally waive presentment for payment, protest and demand, notice of protest, demand and of dishonor and nonpayment of this Note. Borrower hereby agrees to pay all reasonable fees and expenses incurred by the Bank or any subsequent holder, including the reasonable fees of counsel, in connection with protection and enforcement of the rights of the Bank or any subsequent holder under this Note, including without limitation the collection of any amounts due under this Note and the protection and enforcement of such rights in any bankruptcy, reorganization or insolvency proceeding involving the Borrower. This Substitute Revolving Note is binding upon Borrower and its successors and assigns and shall inure to the benefit of the Bank and its successors and assigns. This Substitute Revolving Note is made under and governed by the laws of the State of Illinois, without regard to conflicts of laws principles. IN WITNESS WHEREOF, Borrower has executed this Note as of the day and year first above written. ARLINGTON HOSPITALITY, INC. a Delaware corporation By: ---------------------- Its: ---------------------- EX-21.1 4 a32381_x211.txt SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 ARLINGTON HOSPITALITY, INC. LISTING OF SUBSIDIARIES State of Incorporation Ownership Entity or Organization Percentage - ---------------------------------- ---------------- ------------ Arlington Hospitality Development, Inc. Illinois 100.00% Arlington Hospitality Management, Inc. Illinois 100.00% Arlington Hospitality Staffing, Inc. Illinois 100.00% Arlington Inns, Inc. Delaware 100.00% Arlington Inns of America, Inc. Delaware 100.00% Arlington Inns of Illinois, Inc. Illinois 100.00% Arlington Inns of Michigan, Inc. Michigan 100.00% Arlington Inns of Ohio, Inc. Ohio 100.00% Arlington Lodging Group, Inc. Delaware 100.00% Arlington Office Group, Inc. Illinois 100.00% AP Equities of Florida, Inc. Florida 100.00% AP Hotels of California, Inc. California 100.00% AP Hotels of Georgia, Inc. Georgia 100.00% AP Hotels of Illinois, Inc. Illinois 100.00% AP Hotels of Iowa, Inc. Iowa 100.00% AP Hotels of Michigan, Inc. Delaware 100.00% AP Hotels of Mississippi, Inc. Mississippi 100.00% AP Hotels of Missouri, Inc. Missouri 100.00% AP Hotels of Ohio, Inc. Delaware 100.00% AP Hotels of Oklahoma, Inc. Oklahoma 100.00% AP Hotels of Pennsylvania, Inc. Pennsylvania 100.00% AP Hotels of Texas, Inc. Delaware 100.00% AP Hotels of Wisconsin, Inc. Wisconsin 100.00% AP Hotels/Parkersburg, WV, Inc. West Virginia 100.00% AP Lodging of Ohio, Inc. Ohio 100.00% AP Properties of Mississippi, Inc. Mississippi 100.00% AP Properties of Ohio, Inc. Ohio 100.00% API of Indiana, Inc. Indiana 100.00% API/Athens, OH, Inc. Ohio 100.00% API/Columbia City, IN, Inc. Indiana 100.00% API/Hammond, IN, Inc. Indiana 100.00% API/Lancaster, OH, Inc. Ohio 100.00% API/Logan, OH, Inc. Ohio 100.00% API/Metropolis, IL, Inc. Illinois 100.00% API/Plainfield, Inc. Indiana 100.00% API/Washington C.H., OH, Inc. Ohio 100.00% Niles, Illinois Hotel Corporation Illinois 100.00% Shorewood Hotel Investments, Inc. Illinois 100.00% Metropolis, IL 1292 Limited Partnership Illinois 54.90% Dayton, Ohio 1291 Limited Partnership Ohio 61.50% Altoona, PA 792 Limited Partnership Pennsylvania 62.78% New Philadelphia, Ohio 1092 Limited Partnership Ohio 50.35% EX-23.1 5 a32381_x231.txt CONSENT OF KPMG LLP Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT Board of Directors Arlington Hospitality, Inc.: We consent to the incorporation by reference in the registration statements on Form S-3 (no. 33-72742 and 33-32333) and on Form S-8 (no. 33-32331) of Arlington Hospitality, Inc. of our report dated March 24, 2003, relating to the consolidated balance sheets of Arlington Hospitality, Inc. and subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of operations, shareholders' equity, and cash flows each of the years in the three-year period ended December 31, 2002, which report appears in the December 31, 2002, Annual Report on Form 10-K of Arlington Hospitality, Inc. KPMG LLP Chicago, Illinois March 24, 2003 EX-99.1 6 a32381_x991k02.txt CERTIFICATE PURSUANT TO SECTION 906 EXHIBIT 99.1 Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report on Form 10-K of Arlington Hospitality, Inc. (the "Company") for the year ended December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Jerry H. Herman, as Chief Executive Officer of the Company, and James B. Dale, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of their knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Jerry H. Herman ------------------------------------- Name: Jerry H. Herman -------------------------------- Title: Chief Executive Officer ------------------------------- Date: March 28, 2003 -------------------------------- /s/ James B. Dale ------------------------------------- Name: James B. Dale -------------------------------- Title: Chief Financial Officer ------------------------------- Date: March 28, 2003 -------------------------------- CERTIFICATIONS I, Jerry H. Herman, certify that: I have reviewed this annual report on Form 10-K of Arlington Hospitality, Inc.; Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: March 28, 2003 /s/ Jerry H. Herman --------------------------- Jerry H. Herman Chief Executive Officer See also the certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, which is also attached to this report. CERTIFICATIONS I, James B. Dale, certify that: I have reviewed this annual report on Form 10-K of Arlington Hospitality, Inc.; Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: March 28, 2003 /s/ James B. Dale --------------------------- James B. Dale Chief Financial Officer See also the certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, which is also attached to this report. -----END PRIVACY-ENHANCED MESSAGE-----