10-Q 1 d10q.txt FORM 10-Q PERIOD ENDING MARCH 31, 2001 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________ FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2001 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 0-27360 _____________ EXTENDED STAY AMERICA, INC. (Exact name of Registrant as specified in its charter) Delaware 36-3996573 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 450 EAST LAS OLAS BOULEVARD, FORT LAUDERDALE, FL 33301 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (954) 713-1600 _____________ 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 ------- ------ At May 9, 2001, the registrant had issued and outstanding an aggregate of 94,835,023 shares of Common Stock. PART I FINANCIAL INFORMATION Item 1. Financial Statements EXTENDED STAY AMERICA, INC. Condensed Consolidated Balance Sheets (Unaudited) (In thousands, except share data)
ASSETS ------ March 31, December 31, 2001 2000(1) ---------- ------------ Current assets: Cash and cash equivalents............................................................... $ 8,737 $ 13,386 Accounts receivable..................................................................... 7,183 9,152 Prepaid expenses........................................................................ 7,032 8,246 Deferred income taxes................................................................... 38,069 37,487 Other current assets.................................................................... 27 ---------- ---------- Total current assets....................................................................... 61,021 68,298 Property and equipment, net................................................................ 2,090,646 2,035,492 Deferred loan costs, net................................................................... 15,810 17,086 Other assets............................................................................... 698 726 ---------- ---------- $2,168,175 $2,121,602 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Current liabilities: Accounts payable........................................................................ $ 32,356 $ 32,587 Accrued retainage....................................................................... 10,664 10,076 Accrued property taxes.................................................................. 10,756 12,246 Accrued salaries and related expenses................................................... 1,898 3,644 Accrued interest........................................................................ 1,821 6,590 Other accrued expenses.................................................................. 20,327 18,602 Current portion of long-term debt....................................................... 5,000 5,000 ---------- ---------- Total current liabilities.............................................................. 82,822 88,745 ---------- ---------- Deferred income taxes...................................................................... 107,884 103,224 ---------- ---------- Long-term debt............................................................................. 993,000 947,000 ---------- ---------- Commitments Stockholders' equity: Preferred stock, $.01 par value, 10,000,000 shares authorized, no shares issued and outstanding Common stock, $.01 par value, 500,000,000 shares authorized, 94,496,823 and 95,468,972 shares issued and outstanding, respectively................................ 945 955 Additional paid-in capital.............................................................. 811,043 825,755 Retained earnings....................................................................... 172,481 155,923 ---------- ---------- Total stockholders' equity........................................................... 984,469 982,633 ---------- ---------- $2,168,175 $2,121,602 ========== ==========
-------------- (1) Derived from audited financial statements See notes to the unaudited condensed consolidated financial statements 1 EXTENDED STAY AMERICA, INC. Condensed Consolidated Statements of Income (Unaudited) (In thousands, except per share data)
Three Months Ended --------------------- March 31, March 31, 2001 2000 --------- --------- Revenue ................................................................ $134,414 $113,940 -------- -------- Property operating expenses ............................................ 56,839 50,931 Corporate operating and property management expenses ................... 11,626 10,913 Depreciation and amortization .......................................... 17,542 16,149 -------- -------- Total costs and expenses ....................................... 86,007 77,993 -------- -------- Income from operations before interest, income taxes and cumulative effect of accounting change .......................................... 48,407 35,947 Interest expense, net .................................................. 19,697 17,144 -------- -------- Income before income taxes and cumulative effect of accounting change .. 28,710 18,803 Provision for income taxes ............................................. 11,483 7,521 -------- -------- Net income before cumulative effect of accounting change ............... 17,227 11,282 Cumulative effect of change in accounting for derivatives, net of income tax benefit of $446 ........................................... (669) -------- -------- Net income ............................................................. $ 16,558 $ 11,282 ======== ======== Net income per common share--Basic: Net income before cumulative effect of accounting change ........... $ 0.18 $ 0.12 Cumulative effect of accounting change ............................. (.01) -------- -------- Net income ............................................................. $ 0.17 $ 0.12 ======== ======== Net income per common share--Diluted: Net income before cumulative effect of accounting change ........... $ 0.17 $ 0.12 Cumulative effect of accounting change ............................. -------- -------- Net income ............................................................. $ 0.17 $ 0.12 ======== ======== Weighted average shares: Basic .............................................................. 95,745 95,632 Effect of dilutive options ......................................... 3,129 446 -------- -------- Diluted ............................................................ 98,874 96,078 ======== ========
See notes to the unaudited condensed consolidated financial statements 2 EXTENDED STAY AMERICA, INC. Condensed Consolidated Statements of Cash Flows (Unaudited) (In thousands)
Three Months Ended ---------------------- March 31, March 31, 2001 2000 --------- --------- Cash flows from operating activities: Net income ............................................................ $ 16,558 $ 11,282 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization ..................................... 17,542 16,149 Amortization of deferred loan costs included in interest expense .. 1,292 965 Deferred income taxes.............................................. 4,078 7,182 Cumulative effect of accounting change, net........................ 669 Changes in operating assets and liabilities........................ (1,455) (4,971) -------- -------- Net cash provided by operating activities ..................... 38,684 30,607 -------- -------- Cash flows from investing activities: Additions to property and equipment ................................... (71,770) (56,402) Other assets .......................................................... 27 (161) -------- -------- Net cash used in investing activities ......................... (71,743) (56,563) -------- -------- Cash flows from financing activities: Proceeds from long-term debt .......................................... 46,000 29,000 Proceeds from issuance of common stock ................................ 10,091 Repurchases of Company common stock ................................... (27,666) (4,026) Additions to deferred loan costs ...................................... (15) (16) -------- -------- Net cash provided by financing activities ..................... 28,410 24,958 -------- -------- Increase (decrease) in cash and cash equivalents .......................... (4,649) (998) Cash and cash equivalents at beginning of period .......................... 13,386 6,449 -------- -------- Cash and cash equivalents at end of period ................................ $ 8,737 $ 5,451 ======== ======== Noncash investing and financing transactions: Capitalized or deferred items included in accounts payable and accrued liabilities ......................................................... $ 28,026 $ 20,752 ======== ======== Supplemental cash flow disclosures: Cash paid for: Income taxes....................................................... $ 4,250 $ 3,935 ======== ======== Interest expense, net of amounts capitalized....................... $ 23,335 $ 21,968 ======== ========
See notes to the unaudited condensed consolidated financial statements 3 EXTENDED STAY AMERICA, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2001 NOTE 1 -- BASIS OF PRESENTATION The accompanying condensed consolidated financial statements are unaudited and include the accounts of Extended Stay America, Inc. and subsidiaries (the "Company"). All significant intercompany accounts and transactions have been eliminated in consolidation. These financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The condensed consolidated balance sheet data at December 31, 2000 was derived from audited financial statements of the Company but does not include all disclosures required by generally accepted accounting principles. Operating results for the three-month period ended March 31, 2001 are not necessarily indicative of the results that may be expected for the year ending December 31, 2001. For further information, refer to the financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2000. For the three months ended March 31, 2001 and 2000, the computation of diluted earnings per share does not include approximately 2.3 million and 13.1 million weighted average shares, respectively, of common stock represented by outstanding options because the exercise price of the options was greater than the average market price of common stock during the period. Certain previously reported amounts have been reclassified to conform with the current period's presentation. Revenue Recognition Effective December 31, 2000, we adopted the Securities and Exchange Commission's Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition" as amended. SAB No. 101 provides guidance on the recognition, presentation and disclosure of revenue, including specifying basic criteria which must be met before revenue can be recognized. The adoption of SAB No. 101 had no impact on the Company's financial statements. Room revenue and other revenue are recognized when services are rendered. Amounts paid in advance are deferred until earned. Room revenue on weekly guests is recognized ratably. In the event a guest checks-out early, making them ineligible for the weekly rate, they are re-assessed at the daily rate with any resulting adjustment reflected in revenue on the date of check-out. Impairment of Long-Lived Assets In accordance with Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", assets are generally evaluated on a market-by-market basis in making a determination as to whether such assets are impaired. At each year-end, the Company reviews long-lived assets for impairment based on estimated future nondiscounted cash flows attributable to the assets. In the event such cash flows are not expected to be sufficient to recover the recorded value of the assets, the assets are written down to their estimated fair values. 4 The Company performed a comprehensive review of long-lived assets as of the end of December 31, 2000. Based on this review, no long-lived assets were deemed to be impaired. Derivative Financial Instruments and Cumulative Effect of a Change in Accounting The Company does not enter into financial instruments for trading or speculative purposes. The Company uses interest rate cap contracts to hedge its exposure on variable rate debt. Through December 31, 2000, the cost of the caps has been included in prepaid expenses and has been amortized to interest expense over the life of the cap contract. The interest differential to be received under the related cap is recognized as a reduction in interest expense in the period earned. Changes in the fair value of cap contracts that do not qualify as hedges are recognized in income when they occur. Statement of Financial Accounting Standards ("SFAS") No. 133 "Accounting for Derivative Instruments and Hedging Activities", as amended, requires all derivatives to be carried on the balance sheet at fair value. SFAS No. 133, as amended, is effective for financial statements issued for periods beginning after December 15, 2000. At December 31, 2000, the carrying value of our interest rate cap contracts was $1,115,000 and their fair value was zero. The Company adopted SFAS No. 133 on January 1, 2001 and designated its interest rate cap contracts as cash-flow hedges of its variable rate debt. SFAS No. 133, as interpreted by the Derivatives Implementation Group, required the transition adjustment to be allocated between the cumulative-effect-type adjustment of earnings and the cumulative-effect-type adjustment of other comprehensive income based on our pre-SFAS No.133 accounting policy for the contracts. Since the fair value of the interest rate cap contracts at adoption was zero, the entire transition adjustment was recognized in earnings. NOTE 2 -- PROPERTY AND EQUIPMENT Property and equipment consist of the following:
(000's Omitted) March 31, December 31, 2001 2000 ---------- ---------- Operating Facilities: Land and improvements..................................... $ 528,582 $ 499,999 Buildings and improvements................................ 1,392,900 1,348,604 Furniture, fixtures, equipment and supplies............... 264,458 258,212 ---------- ---------- Total Operating Facilities.............................. 2,185,940 2,106,815 Office furniture, fixtures and equipment....................... 8,122 8,084 Facilities under development, including land and improvements.. 111,563 118,110 ---------- ---------- 2,305,625 2,233,009 Less: Accumulated depreciation................................ (214,979) (197,517) ---------- ---------- Total property and equipment................................... $2,090,646 $2,035,492 ========== ==========
The Company utilizes general contractors for the construction of its properties. Pursuant to the terms of the Company's contractual agreements with the general contractors, amounts are retained from payments made to them until such time as the terms of the agreement have been satisfactorily completed. Retained amounts are recorded as accrued retainage. 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations General We own and operate three brands in the extended stay lodging market-- StudioPLUSTM Deluxe Studios ("StudioPLUS"), EXTENDED STAYAMERICA Efficiency Studios ("EXTENDED STAY"), and Crossland Economy StudiosSM ("Crossland"). Each brand is designed to appeal to different price points generally below $500 per week. All three brands offer the same core components: a living/sleeping area; a fully-equipped kitchen or kitchenette; and a bathroom. StudioPLUS facilities serve the mid-price category and generally feature guest rooms that are larger than those in our other brands, an exercise facility, and a swimming pool. EXTENDED STAY rooms are designed to compete in the economy category. Crossland rooms are typically smaller than EXTENDED STAY rooms and are targeted for the budget category. In this Quarterly Report on Form 10-Q, the words "Extended Stay America", "Company", "we", "our", "ours", and "us" refer to Extended Stay America, Inc. and its subsidiaries unless the context suggests otherwise. The table below provides a summary of our selected development and operational results for the three months ended March 31, 2001 and 2000.
Three Months Ended March 31, ------------------ 2001 2000 ----- ----- Total Facilities Open (at period end).. 400 372 Total Facilities Opened................ 8 10 Average Occupancy Rate................. 76% 73% Average Weekly Room Rate............... $ 321 $ 299
Average occupancy rates are determined by dividing the rooms occupied on a daily basis by the total number of rooms. Due to our rapid expansion, our overall average occupancy rate has been negatively impacted by the lower occupancy typically experienced during the pre-stabilization period for newly- opened facilities. We expect the negative impact on overall average occupancy to decline as the ratio of newly-opened properties to total properties in operation declines. Average weekly room rates are determined by dividing room revenue by the number of rooms occupied on a daily basis for the applicable period and multiplying by seven. The average weekly room rates generally will be greater than standard room rates because of (1) stays of less than one week, which are charged at a higher nightly rate, (2) higher weekly rates for rooms that are larger than the standard rooms, and (3) additional charges for more than one person per room. We expect that our future occupancy and room rates will be impacted by a number of factors, including the number and geographic location of new facilities as well as the season in which we open those facilities. We also cannot assure you that we can maintain our occupancy and room rates. At March 31, 2001, we had 400 operating facilities (39 Crossland, 267 EXTENDED STAY, and 94 StudioPLUS ) and had 28 facilities under construction (27 EXTENDED STAY and 1 StudioPLUS). We expect to complete the construction of the facilities currently under construction generally within the next twelve months, however, we cannot assure you that we will complete construction within the time periods we have historically experienced. Our ability to complete construction may be materially impacted by various factors including final permitting and obtaining certificates of occupancy, as well as weather-induced construction delays. 6 Results of Operations Property Operations The following is a summary of the number of properties in operation at the end of each period along with the related average occupancy rates and average weekly room rates during each period:
For the Three Months Ended -------------------------------------------------------------------------------------- March 31, 2001 March 31, 2000 ---------------------------------------- ---------------------------------------- Average Average Average Average Facilities Occupancy Weekly Room Facilities Occupancy Weekly Room Open Rate Rate Open Rate Rate ---------- --------- ----------- ---------- --------- ----------- Crossland............... 39 78% $223 39 74% $213 EXTENDED STAY........... 267 76 333 242 73 305 StudioPLUS.............. 94 74 346 91 73 340 --- -- ---- --- -- ---- Total................. 400 76% $321 372 73% $299 === == ==== === == ====
The increase in overall average occupancy rates for the first quarter of 2001 compared to the first quarter of 2000 reflects, primarily, general changes in the overall supply and demand for lodging products in various markets in which we operate. The increase in overall average weekly room rates for the first quarter of 2001 compared to the first quarter of 2000 is due to increases in rates charged in previously opened properties and, particularly for the EXTENDED STAY brand, the geographic dispersion of properties opened since March 31, 2000 and the higher standard weekly room rates in certain of those markets. Comparable hotels, consisting of the 305 properties opened for at least one year at the beginning of the first quarter of 2000, realized the following percentage changes in the components of REVPAR (revenue per available room) for the first quarter of 2001 as compared with the first quarter of 2000:
Crossland EXTENDED STAY StudioPLUS Total --------- ------------- ---------- ----- Comparable Hotels 33 195 77 305 Occupancy 5.2% 2.4% 0.1% 2.3% Average Weekly Rate 5.2% 4.2% (0.1)% 3.3% REVPAR 10.6% 6.7% 0.0% 5.7%
We believe that the percentage changes in the components of REVPAR for the Crossland and StudioPLUS brands differ significantly from the EXTENDED STAY brand primarily as a result of the number and geographic dispersion of the comparable hotels. We recognized total revenue of $134.4 million for the first quarter of 2001 and $113.9 million for the first quarter of 2000. This is an increase of $20.5 million, or 18%. Approximately $13.3 million of the increased revenue was attributable to properties opened subsequent to December 31, 1999 and approximately $7.2 million was attributable to an increase in revenue for the 362 properties that we owned and operated throughout both periods. Property operating expenses, consisting of all expenses directly allocable to the operation of the facilities but excluding any allocation of corporate operating and property management expenses, depreciation, or interest were $56.8 million (42% of total revenue) for the first quarter of 2001, compared to $50.9 million (45% of total revenue) for the first quarter of 2000. We expect the ratio of property operating expenses to total revenue to generally fluctuate inversely relative to occupancy rate increases or decreases because the majority of these expenses do not vary based on occupancy. Our overall occupancy rates were 76% for the first quarter of 2001 and 73% for the first quarter of 2000 and our property operating margins were 58% for the first quarter of 2001 and 55% for the first quarter of 2000. The provisions for depreciation and amortization for our lodging facilities were $17.3 million and $15.8 million for the first quarter of 2001 and 2000, respectively. These provisions were computed using the straight-line method over the estimated useful lives of the assets. These provisions reflect a pro rata allocation of the annual depreciation 7 and amortization charge for the periods for which the facilities were in operation. Depreciation and amortization for the first quarter of 2001 increased as compared to the first quarter of 2000 because we operated 28 additional facilities in 2001 and we operated for a full quarter the 10 properties that were opened in the first quarter of 2000. Corporate Operations Corporate operating and property management expenses include all expenses not directly related to the development or operation of lodging facilities. These expenses consist primarily of personnel and certain marketing costs, as well as development costs that are not directly related to a site that we will develop. We incurred corporate operating and property management expenses of $11.6 million (9% of total revenue) in the first quarter of 2001 and $10.9 million (10% of total revenue) in the first quarter of 2000. The increase in the amount of these expenses for the first quarter of 2001 as compared to the same period in 2000 reflects the impact of additional personnel and related expenses in connection with the increased number of facilities we operated. We expect these expenses will continue to increase in total amount but decline moderately as a percentage of revenue as we develop and operate additional facilities in the future. Depreciation and amortization was $280,000 for the quarter ended March 31, 2001 and $326,000 for the comparable period in 2000. These provisions were computed using the straight-line method over the estimated useful lives of the assets for assets not directly related to the operation of our facilities. These assets were primarily office furniture and equipment. We realized $161,000 of interest income in the first quarter of 2001 and $197,000 in the first quarter of 2000. This interest income was primarily attributable to the temporary investment of funds drawn under our credit facilities. We incurred interest charges of $22.5 million during the first quarter of 2001 and $19.5 million during the first quarter of 2000. Of these amounts, $2.6 million in the first quarter of 2001 and $2.2 million in the first quarter of 2000 were capitalized and included in the cost of buildings and improvements. We recognized income tax expense of $11.5 million and $7.5 million (40% of income before income taxes and the cumulative effect of an accounting change in both periods) for the first quarter of 2001 and 2000, respectively. Our income tax expense differs from the federal income tax rate of 35% primarily due to state and local income taxes. We expect our annualized effective income tax rate for 2001 will be approximately 40%. Cumulative Effect of a Change in Accounting Statement of Financial Accounting Standards ("SFAS") No. 133 "Accounting for Derivative Instruments and Hedging Activities", as amended, requires all derivatives to be carried on the balance sheet at fair value. SFAS No. 133, as amended, is effective for financial statements issued for periods beginning after December 15, 2000. At December 31, 2000, the carrying value of our interest rate cap contracts was $1,115,000 and their fair value was zero. The Company adopted SFAS No. 133 on January 1, 2001 and designated its interest rate cap contracts as cash-flow hedges of its variable rate debt. SFAS No. 133, as interpreted by the Derivatives Implementation Group, required the transition adjustment to be allocated between the cumulative-effect-type adjustment of earnings and the cumulative-effect-type adjustment of other comprehensive income based on our pre-SFAS No. 133 accounting policy for the contracts. Since the fair value of the interest rate cap contracts at adoption was zero, the entire transition adjustment was recognized in earnings. Liquidity and Capital Resources We had net cash and cash equivalents of $8.7 million as of March 31, 2001 and $13.4 million as of December 31, 2000. At March 31, 2001 we had approximately $4.0 million invested and at December 31, 2000 we had approximately $14.0 million invested in short-term demand notes having credit ratings of A1/P1 or the equivalent using domestic commercial banks and other financial institutions. We also deposited excess funds during these periods in an overnight sweep account with a commercial bank which in turn invested these funds in short-term, interest-bearing reverse repurchase agreements. Due to the short-term nature of these investments, we did not take possession of the securities, which were instead held by the financial institutions. The market value of the securities held pursuant to these arrangements approximates the carrying amount. Deposits in excess of $100,000 are not insured by the Federal Deposit Insurance Corporation. 8 Our operating activities generated cash of $38.7 million during the three months ended March 31, 2001 and $30.6 million during the three months ended March 31, 2000. We used $71.8 million to acquire land and develop and furnish a total of 36 sites opened or under construction in the three months ended March 31, 2001 and $56.4 million for 30 sites in the three months ended March 31, 2000. Our cost to develop a property varies significantly by brand and by geographic location due to differences in land and labor costs. Similarly, the average weekly rate charged and the resultant cash flow from these properties will vary significantly but generally are expected to be in proportion to the development costs. For the 359 properties we opened from January 1, 1996 through December 31, 2000, the average development cost was approximately $5.5 million with an average of 107 rooms. In 2001, we expect to open a number of properties in the Northeast and West where average development costs are higher. Accordingly, we expect our average development cost for 2001 to increase to approximately $9.0 million per property. We made open market repurchases of 567,800 shares of common stock for approximately $4.0 million in the three months ended March 31, 2000 and 1,987,4000 shares of common stock for approximately $27.7 million in the three months ended March 31, 2001. We received net proceeds from the exercise of options to purchase common stock totaling $10.1 million in the three months ended March 31, 2001. In addition to our $200 million 9.15% Senior Subordinated Notes due 2008 (the "Notes"), we have a $1.0 billion credit facility (the "Credit Facility") which provides for revolving loans and term loans on a senior collateralized basis. Loans under the Credit Facility bear interest, at our option, at either a variable prime-based rate or a variable LIBOR-based rate, plus an applicable margin. As of March 31, 2001, we had outstanding under the Credit Facility revolving loans of $153 million and terms loans of $645 million, net of scheduled principal repayments, leaving $197 million available and committed under the Credit Facility. Availability of the revolving loans under the Credit Facility is dependent, however, upon us satisfying certain financial ratios of debt and interest compared to earnings before interest, taxes, depreciation, and amortization, with these amounts being calculated pursuant to definitions contained in the Credit Facility. Our primary market risk exposures result from the variable nature of the interest rates on borrowings under the Credit Facility. We entered into the Credit Facility for purposes other than trading. Based on the levels of borrowings under the Credit Facility at March 31, 2001, if interest rates changed by 1.0%, our annual cash flow and net income would change by $4.8 million. We manage our market risk exposures by periodic evaluation of such exposures relative to the costs of reducing the exposures by entering into interest rate swaps or by refinancing the underlying obligations with longer term fixed rate debt obligations. We do not own derivative financial instruments or derivative commodity instruments other than interest rate cap contracts on a total of $800 million that limit our exposure to LIBOR increases to a maximum LIBOR rate of 7.88% from June 16, 2000 through June 16, 2001 and to a maximum LIBOR rate of 8.88% from June 17, 2001 through June 16, 2002. We plan to develop approximately 28 properties with total costs of approximately $250 million in 2001. We will seek to increase our annual investment in extended stay properties to $350 million for 2002. We had commitments not reflected in our financial statements at March 31, 2001 totaling approximately $140 million to complete construction of extended stay properties. We believe that the remaining availability under the Credit Facility, together with cash on hand and cash flows from operations, will provide sufficient funds to continue our expansion as presently planned and to fund our operating expenses through 2002. We may need additional capital depending on a number of factors, including the number of properties we construct or acquire, the timing of that development, the cash flow generated by our properties, and the amount of open market repurchases we make of our Common Stock. Also, if capital markets provide favorable opportunities, our plans or assumptions change or prove to be inaccurate, our existing sources of funds prove to be insufficient to fund our growth and operations, or if we consummate acquisitions, we may seek additional capital sooner than currently anticipated. In the event we obtain additional capital, we may seek to increase property openings in future years. Sources of capital may include public or private debt or equity financing. We cannot assure you that we will be able to obtain additional financing on acceptable terms, if at all. Our failure to raise additional capital could result in the delay or abandonment of some or all of our development and expansion plans, and could have a material adverse effect on us. 9 Seasonality and Inflation Based upon the operating history of our facilities, we believe that extended stay lodging facilities are not as seasonal in nature as the overall lodging industry. We do expect, however, that our occupancy rates and revenues will be lower than average during the first and fourth quarters of each calendar year. Because many of our expenses do not fluctuate with changes in occupancy rates, declines in occupancy rates may cause fluctuations or decreases in our quarterly earnings. The rate of inflation as measured by changes in the average consumer price index has not had a material effect on our revenue or operating results during any of the periods presented. We cannot assure you, however, that inflation will not affect our future operating or construction costs. Special Note on Forward-Looking Statements This Quarterly Report on Form 10-Q includes forward-looking statements. Words such as "expects", "intends", "plans", "projects", "believes", "estimates", and similar expressions are used to identify these forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. However, these forward-looking statements are subject to risks, uncertainties, assumptions, and other factors which may cause our actual results, performance, or achievements to be materially different. These factors include, among other things: . uncertainty as to changes in economic activity and the impact of such changes on the consumer demand for lodging products in general and for extended stay lodging products in particular; . increasing competition in the extended stay lodging market; . our limited operating history and uncertainty as to our future profitability; . our ability to meet construction and development schedules and budgets; . our ability to develop and implement the operational and financial systems needed to manage rapidly growing operations; . our ability to integrate and successfully operate acquired properties and the risks associated with such properties; . our ability to increase or maintain revenue and profitability in our new and mature properties; . our ability to obtain financing on acceptable terms to finance our growth; and . our ability to operate within the limitations imposed by financing arrangements. Other matters set forth in this Quarterly Report may also cause our actual future results to differ materially from these forward-looking statements. We cannot assure you that our expectations will prove to be correct. In addition, all subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements mentioned above. You should not place undue reliance on these forward-looking statements. All of these forward-looking statements are based on our expectations as of the date of this Quarterly Report. We do not intend to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Item 3. Quantitative and qualitative disclosures about market risk See Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations--Liquidity and Capital Resources." 10 PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-k (a) Exhibits Exhibit Number Description of Exhibit ------ ---------------------- 10.1 Time Sharing Agreement, dated as of January 19, 2001, by and between Advance America Cash Advance Centers, Inc. and ESA Services, Inc. for the Learjet 31 (Serial No. 99) N1932K 10.2 Time Sharing Agreement, dated as of January 19, 2001, by and between Advance America Cash Advance Centers, Inc. and ESA Services, Inc. for the Learjet 35; (Serial No. 332) N543WW (b) Reports on Form 8-K None 11 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 15, 2001. EXTENDED STAY AMERICA, INC. /s/ GREGORY R. MOXLEY ---------------------------------------- Gregory R. Moxley Chief Financial Officer (Principal Financial Officer) /s/ PATRICIA K. TATHAM ---------------------------------------- Patricia K. Tatham Vice President - Corporate Controller (Principal Accounting Officer) 12