UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number
(Exact name of Registrant as specified in its Charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
(Registrant’s telephone number, including area code): (
Securities registered pursuant to Section 12(b) of the Act.
Title of each class |
Trading Symbol |
Name of exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The number of shares of common stock outstanding on October 29, 2021 was
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Table of Contents
PART I. FINANCIAL INFORMATION |
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Item 1. |
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Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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27 |
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PART II. OTHER INFORMATION |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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29 |
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Item 5. |
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29 |
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Item 6. |
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30 |
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31 |
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2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
PARK HOTELS & RESORTS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share data)
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September 30, 2021 |
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December 31, 2020 |
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(unaudited) |
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ASSETS |
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Property and equipment, net |
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$ |
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Investments in affiliates |
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Intangibles, net |
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Cash and cash equivalents |
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Restricted cash |
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Accounts receivable, net of allowance for doubtful accounts of $ |
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Prepaid expenses |
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Other assets |
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Operating lease right-of-use assets |
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TOTAL ASSETS (variable interest entities - $ |
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$ |
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$ |
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LIABILITIES AND EQUITY |
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Liabilities |
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Debt |
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$ |
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Accounts payable and accrued expenses |
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Due to hotel managers |
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Deferred income tax liabilities |
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Other liabilities |
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Operating lease liabilities |
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Total liabilities (variable interest entities - $ |
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- refer to Note 13 |
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Stockholders' Equity |
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Common stock, par value $ |
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Additional paid-in capital |
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(Accumulated deficit) retained earnings |
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Accumulated other comprehensive loss |
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Total stockholders' equity |
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Noncontrolling interests |
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Total equity |
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TOTAL LIABILITIES AND EQUITY |
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$ |
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$ |
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Refer to the notes to the unaudited condensed consolidated financial statements.
3
PARK HOTELS & RESORTS INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(unaudited, in millions, except per share data)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2021 |
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2020 |
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2021 |
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2020 |
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Revenues |
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Rooms |
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$ |
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$ |
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$ |
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$ |
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Food and beverage |
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Ancillary hotel |
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Other |
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Total revenues |
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Operating expenses |
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Rooms |
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Food and beverage |
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Other departmental and support |
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Other property-level |
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Management fees |
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Impairment and casualty loss, net |
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Depreciation and amortization |
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Corporate general and administrative |
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Acquisition costs |
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Other |
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Total expenses |
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(Loss) gain on sales of assets, net |
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Operating loss |
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Interest income |
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Interest expense |
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Equity in losses from investments in affiliates |
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Other loss, net |
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Loss before income taxes |
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Income tax benefit (expense) |
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Net loss |
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Net (income) loss attributable to noncontrolling interests |
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Net loss attributable to stockholders |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive income (loss), net of tax expense: |
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Currency translation adjustment, net of tax expense of $ |
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Change in fair value of interest rate swap, net of tax expense |
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Loss from interest rate swap reclassified into earnings |
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Total other comprehensive income (loss) |
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Comprehensive loss |
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Comprehensive (loss) income attributable to noncontrolling |
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— |
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Comprehensive loss attributable to stockholders |
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$ |
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$ |
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$ |
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Loss per share: |
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Loss per share – Basic |
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$ |
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$ |
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$ |
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$ |
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Loss per share – Diluted |
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$ |
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$ |
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$ |
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$ |
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Weighted average shares outstanding – Basic |
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Weighted average shares outstanding – Diluted |
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Refer to the notes to the unaudited condensed consolidated financial statements.
4
PARK HOTELS & RESORTS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in millions)
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Nine Months Ended |
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September 30, |
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2021 |
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2020 |
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Operating Activities: |
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Net loss |
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$ |
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Adjustments to reconcile net loss to net cash used in operating |
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Depreciation and amortization |
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Loss (gain) on sales of assets, net |
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Impairment and casualty loss, net |
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Equity in losses from investments in affiliates |
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Other loss, net |
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Share-based compensation expense |
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Amortization of deferred financing costs |
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Distributions from unconsolidated affiliates |
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Deferred income taxes |
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Changes in operating assets and liabilities |
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Net cash used in operating activities |
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Investing Activities: |
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Capital expenditures for property and equipment |
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Proceeds from asset dispositions, net |
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Contributions to unconsolidated affiliates |
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Insurance proceeds for property damage claims |
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Net cash provided by investing activities |
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Financing Activities: |
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Borrowings from credit facilities |
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Repayments of credit facilities |
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Proceeds from issuance of Senior Secured Notes |
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Proceeds from issuance of mortgage debt |
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Repayments of mortgage debt |
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Debt issuance costs |
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Dividends paid |
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Distributions to noncontrolling interests, net |
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Tax withholdings on share-based compensation |
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Repurchase of common stock |
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Net cash (used in) provided by financing activities |
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( |
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Net (decrease) increase in cash and cash equivalents and restricted cash |
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Cash and cash equivalents and restricted cash, beginning of period |
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Cash and cash equivalents and restricted cash, end of period |
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$ |
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$ |
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Refer to the notes to the unaudited condensed consolidated financial statements.
5
PARK HOTELS & RESORTS INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(unaudited, in millions)
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Accumulated |
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Additional |
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Retained Earnings |
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Other |
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Non- |
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Common Stock |
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Paid-in |
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(Accumulated |
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Comprehensive |
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controlling |
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Shares |
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Amount |
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Capital |
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Deficit) |
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(Loss) Income |
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Interests |
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Total |
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Balance as of December 31, 2020 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Share-based compensation, net |
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— |
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— |
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( |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
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— |
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( |
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( |
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Other comprehensive income |
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— |
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— |
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— |
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— |
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— |
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Balance as of March 31, 2021 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Share-based compensation, net |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
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— |
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( |
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Balance as of June 30, 2021 |
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( |
) |
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( |
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Share-based compensation, net |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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