8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: November 19, 2003

ShoLodge, Inc.

(Exact name of registrant as specified in its charter)

Tennessee
(State or other jurisdiction of
incorporation or organization)

0-19840	62-1015641
(Commission File Number)	(I.R.S. Employer Identification Number)

130 Maple Drive North
Hendersonville, TN
(Address of principal executive offices)

37075
(Zip Code)

615-264-8000
(Registrant’s telephone number)

TABLE OF CONTENTS

EX-99.1 PRESS RELEASE 11/19/03

ITEM 7–FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (c) Exhibits:

     99.1 Press Release dated November 19, 2003*

     *     Filed herewith

ITEM 12 – RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On November 19, 2003, the Company issued a press release announcing financial results for the third quarter ended October 5, 2003, a copy of which is attached hereto as Exhibit 99.1.

Signatures

     Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SHOLODGE, INC.
Date: November 20, 2003	By:	/s/ Bob Marlowe Bob Marlowe Secretary-Treasurer Chief Accounting Officer

EX-99.1 3 g86054exv99w1.txt EX-99.1 PRESS RELEASE 11/19/03 EXHIBIT 99.1 Contact: Bob Marlowe Chief Financial Officer (615) 264-8000 SHOLODGE ANNOUNCES THIRD QUARTER 2003 RESULTS HENDERSONVILLE, Tenn. (November 19, 2003) - ShoLodge, Inc. (NASDAQ:LODG) today announced results for its third quarter and 40-week period ended October 5, 2003. Total operating revenues for the third quarter of 2003 were $12.6 million compared with $6.4 million in the third quarter a year ago. The Company reported earnings from continuing operations for the third quarter of 2003 of $197,000, or $0.04 per share, compared with losses of $1.1 million, or $0.22 per share, in the third quarter of 2002. Net losses after discontinued operations were $286,000, or $0.06 per share, in the third quarter of 2003, compared with net losses of $1.5 million, or $0.29 per share, in the same period last year. For the third quarter of 2003, total revenues from hotel operations were $2.5 million compared with $1.2 million in the third quarter of 2002. Revenue per available room (RevPAR) for the six hotels included in continuing operations was $40.95 in the third quarter of 2003 compared with $42.47 in the third quarter of last year. The six hotels include five AmeriSuites hotels and one GuestHouse Inn. The Company sold or transferred seven hotels in 2002 and decided to sell an additional five hotels in the first quarter of this year. The Company also acquired one hotel in the second quarter of 2003 with the intention to resell it. The effects of these transactions are reflected in discontinued operations. Total operating revenues for the 40 weeks ended October 5, 2003, were $29.9 million compared with $17.9 million in the same period of 2002. The Company reported earnings from continuing operations of $1.6 million, or $0.32 per share, compared with losses of $993,000, or $0.19 per share, in the prior-year period. Net losses after discontinued operations were $634,000, or $0.12 per share, in the first three quarters of 2003, compared with net losses of $1.3 million, or $0.24 per share, in the first three quarters of 2002. For the first three quarters of 2003, total revenues from hotel operations were $6.7 million compared with $3.4 million in the first three quarters of 2002. Revenue per available room (RevPAR) for the six hotels included in continuing operations was $39.83 in the first three quarters of 2003 compared with $40.62 in the first three quarters of last year. -MORE- The Company reported lease abandonment income of $5.3 million in the first quarter of 2003 due to the abandonment of the lease of three AmeriSuites hotels by the lessee in April. ShoLodge resumed the operation of these three hotels on April 5, 2003. In the second quarter of 2002 the Company's earnings included an arbitration award of $8.9 million, partially offset by write-offs of goodwill, franchise and trademark costs totaling $6.8 million. Leon Moore, chief executive officer of ShoLodge, said, "Over the past year we have focused on converting both Company-owned and franchised Shoney's Inns & Suites to the GuestHouse brand. Upon completion of this conversion, we will have more than 100 franchised hotels with the same brand name, further enhancing our presence in the marketplace. Our primary objective is to grow the GuestHouse brand name and, at the same time, ensure consistency and product quality for all properties. "Our proprietary central reservation system, InnLink, continues to be a key driver of our growth. Over the past year we have significantly increased the number of hotels and resort properties served by InnLink, one of the most technologically advanced and operationally efficient central reservation service providers in the lodging industry. As of the end of the third quarter of 2003, InnLink served a total of 924 lodging facilities. Our strategy for the remainder of 2003 continues to be focused on our franchising efforts and the expansion of our reservation services, as well as identifying attractive opportunities to develop hotels for third parties. As always, our goal is to turn these strategic opportunities into greater value for our stockholders." This press release contains forward-looking statements relating to certain matters, which reflect management's best judgment, based on factors currently known and involve risks and uncertainties. Actual results could differ materially from the anticipated results or expectations expressed in the Company's forward-looking statements. Forward-looking information provided by the Company pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 should be evaluated in the context of these factors which are contained in the Company's Securities and Exchange Commission (SEC) filings, including its periodic reports filed under the Securities Exchange Act of 1934, as amended. Copies of these filings are available upon request from the Company. In addition, the Company disclaims any intent or obligation to update these forward-looking statements -MORE- SHOLODGE, INC. UNAUDITED FINANCIAL HIGHLIGHTS (In thousands, except per share amounts)

12 WEEKS ENDED 40 WEEKS ENDED -------------------- --------------------- 10/5/03 10/6/02 10/5/03 10/6/02 -------- ------- -------- -------- Total operating revenues $ 12,585 $ 6,403 $ 29,948 $ 17,937 Hotel operating revenues $ 2,498 $ 1,243 $ 6,686 $ 3,438 Earnings (loss) from continuing operations $ 197 $(1,143) $ 1,623 $ (993) Discontinued operations (483) (353) (2,257) (257) -------- ------- -------- -------- Net (loss) earnings $ (286) $(1,496) $ (634) $ (1,250) ======== ======= ======== ======== (Loss) earnings per common share: Basic: Continuing operations $ 0.04 $ (0.22) $ 0.32 $ (0.19) Discontinued operations (0.10) (0.07) (0.44) (0.05) -------- ------- -------- -------- Net (loss) earnings per share $ (0.06) $ (0.29) $ (0.12) $ (0.24) ======== ======= ======== ======== Diluted: Continuing operations $ 0.04 $ (0.22) $ 0.32 $ (0.19) Discontinued operations (0.10) (0.07) (0.44) (0.05) -------- ------- -------- -------- Net (loss) earnings per share $ (0.06) $ (0.29) $ (0.12) $ (0.24) ======== ======= ======== ======== Average shares outstanding: Basic 5,038 5,119 5,095 5,113 Diluted 5,038 5,119 5,095 5,113

-END- -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    EXHIBIT 99.1


Contact:   Bob Marlowe
           Chief Financial Officer
           (615) 264-8000


                  SHOLODGE ANNOUNCES THIRD QUARTER 2003 RESULTS


HENDERSONVILLE, Tenn. (November 19, 2003) - ShoLodge, Inc. (NASDAQ:LODG) today
announced results for its third quarter and 40-week period ended October 5,
2003.

         Total operating revenues for the third quarter of 2003 were $12.6
million compared with $6.4 million in the third quarter a year ago. The Company
reported earnings from continuing operations for the third quarter of 2003 of
$197,000, or $0.04 per share, compared with losses of $1.1 million, or $0.22 per
share, in the third quarter of 2002. Net losses after discontinued operations
were $286,000, or $0.06 per share, in the third quarter of 2003, compared with
net losses of $1.5 million, or $0.29 per share, in the same period last year.

         For the third quarter of 2003, total revenues from hotel operations
were $2.5 million compared with $1.2 million in the third quarter of 2002.
Revenue per available room (RevPAR) for the six hotels included in continuing
operations was $40.95 in the third quarter of 2003 compared with $42.47 in the
third quarter of last year. The six hotels include five AmeriSuites hotels and
one GuestHouse Inn.

         The Company sold or transferred seven hotels in 2002 and decided to
sell an additional five hotels in the first quarter of this year. The Company
also acquired one hotel in the second quarter of 2003 with the intention to
resell it. The effects of these transactions are reflected in discontinued
operations.

         Total operating revenues for the 40 weeks ended October 5, 2003, were
$29.9 million compared with $17.9 million in the same period of 2002. The
Company reported earnings from continuing operations of $1.6 million, or $0.32
per share, compared with losses of $993,000, or $0.19 per share, in the
prior-year period. Net losses after discontinued operations were $634,000, or
$0.12 per share, in the first three quarters of 2003, compared with net losses
of $1.3 million, or $0.24 per share, in the first three quarters of 2002.

         For the first three quarters of 2003, total revenues from hotel
operations were $6.7 million compared with $3.4 million in the first three
quarters of 2002. Revenue per available room (RevPAR) for the six hotels
included in continuing operations was $39.83 in the first three quarters of 2003
compared with $40.62 in the first three quarters of last year.


                                     -MORE-





         The Company reported lease abandonment income of $5.3 million in the
first quarter of 2003 due to the abandonment of the lease of three AmeriSuites
hotels by the lessee in April. ShoLodge resumed the operation of these three
hotels on April 5, 2003. In the second quarter of 2002 the Company's earnings
included an arbitration award of $8.9 million, partially offset by write-offs of
goodwill, franchise and trademark costs totaling $6.8 million.

         Leon Moore, chief executive officer of ShoLodge, said, "Over the past
year we have focused on converting both Company-owned and franchised Shoney's
Inns & Suites to the GuestHouse brand. Upon completion of this conversion, we
will have more than 100 franchised hotels with the same brand name, further
enhancing our presence in the marketplace. Our primary objective is to grow the
GuestHouse brand name and, at the same time, ensure consistency and product
quality for all properties.



         "Our proprietary central reservation system, InnLink, continues to be a
key driver of our growth. Over the past year we have significantly increased the
number of hotels and resort properties served by InnLink, one of the most
technologically advanced and operationally efficient central reservation service
providers in the lodging industry. As of the end of the third quarter of 2003,
InnLink served a total of 924 lodging facilities. Our strategy for the remainder
of 2003 continues to be focused on our franchising efforts and the expansion of
our reservation services, as well as identifying attractive opportunities to
develop hotels for third parties. As always, our goal is to turn these strategic
opportunities into greater value for our stockholders."


         This press release contains forward-looking statements relating to
certain matters, which reflect management's best judgment, based on factors
currently known and involve risks and uncertainties. Actual results could differ
materially from the anticipated results or expectations expressed in the
Company's forward-looking statements. Forward-looking information provided by
the Company pursuant to the safe harbor established under the Private Securities
Litigation Reform Act of 1995 should be evaluated in the context of these
factors which are contained in the Company's Securities and Exchange Commission
(SEC) filings, including its periodic reports filed under the Securities
Exchange Act of 1934, as amended. Copies of these filings are available upon
request from the Company. In addition, the Company disclaims any intent or
obligation to update these forward-looking statements


                                     -MORE-


                                 SHOLODGE, INC.
                         UNAUDITED FINANCIAL HIGHLIGHTS
                    (In thousands, except per share amounts)




                                         12 WEEKS ENDED           40 WEEKS ENDED
                                      --------------------     ---------------------
                                      10/5/03      10/6/02     10/5/03      10/6/02
                                      --------     -------     --------     --------
                                                                
Total operating revenues              $ 12,585     $ 6,403     $ 29,948     $ 17,937

Hotel operating revenues              $  2,498     $ 1,243     $  6,686     $  3,438

Earnings (loss) from continuing
   operations                         $    197     $(1,143)    $  1,623     $   (993)


Discontinued operations                   (483)       (353)      (2,257)        (257)
                                      --------     -------     --------     --------

Net (loss) earnings                   $   (286)    $(1,496)    $   (634)    $ (1,250)
                                      ========     =======     ========     ========


(Loss) earnings per common share:
   Basic:
     Continuing operations            $   0.04     $ (0.22)    $   0.32     $  (0.19)
     Discontinued operations             (0.10)      (0.07)       (0.44)       (0.05)
                                      --------     -------     --------     --------
     Net (loss) earnings per share    $  (0.06)    $ (0.29)    $  (0.12)    $  (0.24)
                                      ========     =======     ========     ========

   Diluted:
     Continuing operations            $   0.04     $ (0.22)    $   0.32     $  (0.19)
     Discontinued operations             (0.10)      (0.07)       (0.44)       (0.05)
                                      --------     -------     --------     --------
     Net (loss) earnings per share    $  (0.06)    $ (0.29)    $  (0.12)    $  (0.24)
                                      ========     =======     ========     ========

Average shares outstanding:
   Basic                                 5,038       5,119        5,095        5,113
   Diluted                               5,038       5,119        5,095        5,113



                                      -END-