-----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, TEAc70YDH4npT+ya+7ZVUnY3Z2K26Zorykb2kgqBE/VmGh5NDiR7NSwoTpGlz8Cp iYWfmRTjHvJHO0aU6CZ2GA== 0000950131-98-005912.txt : 19981111 0000950131-98-005912.hdr.sgml : 19981111 ACCESSION NUMBER: 0000950131-98-005912 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19981110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXTENDED STAY AMERICA INC CENTRAL INDEX KEY: 0001002579 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 363996573 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-13125 FILM NUMBER: 98743418 BUSINESS ADDRESS: STREET 1: 450 E LAS OLAS BLVD STREET 2: STE 1100 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 9547131600 MAIL ADDRESS: STREET 1: 450 E LAS OLAS BLVD STREET 2: STE 1100 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 10-Q 1 FORM 10-Q (SEPT 30, 1998) 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 September 30, 1998 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 November 4, 1998, the registrant had issued and outstanding an aggregate of 95,942,768 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 ------ September 30, December 31, 1998 1997(1) ------------- ------------ Current assets: Cash and cash equivalents........................ $ 27,121 $ 3,213 Accounts receivable.............................. 9,719 3,651 Prepaid expenses................................. 2,702 3,869 Deferred income taxes............................ 18,629 6,895 Other current assets............................. 716 866 ---------- ---------- Total current assets......................... 58,887 18,494 Property and equipment, net....................... 1,487,038 1,042,741 Deferred loan costs............................... 17,225 8,167 Other assets...................................... 1,526 1,489 ---------- ---------- $1,564,676 $1,070,891 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Current liabilities: Accounts payable................................. $ 55,627 $ 51,309 Accrued retainage................................ 21,276 19,951 Accrued property taxes........................... 8,978 3,417 Accrued interest................................. 2,037 356 Accrued salaries and related expenses............ 3,062 2,707 Income taxes payable............................. 5,779 Other accrued expenses........................... 25,318 5,099 ---------- ---------- Total current liabilities.................... 122,077 82,839 ---------- ---------- Deferred income taxes............................. 33,738 18,393 ---------- ---------- Long-term debt.................................... 550,000 135,000 ---------- ---------- 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; 95,921,558 and 95,604,208 shares issued and outstanding, respectively............ 959 956 Additional paid-in capital....................... 826,850 823,060 Retained earnings................................ 31,052 10,643 ---------- ---------- Total stockholders' equity................... 858,861 834,659 ---------- ---------- $1,564,676 $1,070,891 ========== ==========
_____________________ (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 Nine Months Ended ----------------------------- ----------------------------- September 30, September 30, September 30, September 30, 1998 1997 1998 1997 ------------- -------------- ------------- -------------- Revenue............................................ $81,006 $38,773 $205,280 $87,564 ------- ------- -------- ------- Property operating expenses........................ 32,593 17,436 87,767 39,923 Corporate operating and property management expenses............................... 9,966 8,102 29,078 20,846 Merger, financing and other non-recurring charges.. 12,000 12,000 19,895 Depreciation and amortization...................... 10,865 5,274 30,308 13,344 ------- ------- -------- ------- Total costs and expenses......................... 65,424 30,812 159,153 94,008 ------- ------- -------- ------- Income (loss) from operations...................... 15,582 7,961 46,127 (6,444) Interest expense (income), net..................... 6,429 (1,446) 12,111 (8,880) ------- ------- -------- ------- Income before income taxes......................... 9,153 9,407 34,016 2,436 Provision for income taxes......................... 3,661 3,763 13,607 3,415 ------- ------- -------- ------- Net income (loss).................................. $ 5,492 $ 5,644 $ 20,409 $ (979) ======= ======= ======== ======= Net income (loss) per common share: Basic............................................. $ 0.06 $ 0.06 $ 0.21 $ (0.01) ======= ======= ======== ======= Diluted........................................... $ 0.06 $ 0.06 $ 0.21 $ (0.01) ======= ======= ======== ======= Weighted average shares: Basic............................................. 96,033 95,349 95,878 93,786 Effect of dilutive options........................ 690 1,444 998 ------- ------- -------- ------- Diluted........................................... 96,723 96,793 96,876 93,786 ======= ======= ======== =======
See notes to the unaudited condensed consolidated financial statements 2 EXTENDED STAY AMERICA, INC. Condensed Consolidated Statements of Cash Flows (Unaudited) (In thousands)
Nine Months Ended ----------------------------- September 30, September 30, 1998 1997 ------------- ------------- Cash flows from operating activities: Net income (loss)................................................... $ 20,409 $ (979) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization..................................... 30,308 13,344 Merger expenses................................................... 485 Deferred loan costs............................................... 1,701 9,667 Unsuccessful development costs.................................... 14,388 2,363 Deferred income taxes............................................. 5,300 4,531 Changes in operating assets and liabilities....................... 450 (4,361) --------- --------- Net cash provided by operating activities..................... 72,556 25,050 --------- --------- Cash flows from investing activities: Additions to property and equipment................................. (455,409) (409,650) Other assets........................................................ (37) --------- Net cash used in investing activities......................... (455,446) (409,650) --------- --------- Cash flows from financing activities: Proceeds from long-term debt........................................ 443,500 Repayments of revolving credit facility............................. (28,500) Proceeds from issuance of common stock.............................. 3,126 200,775 Additions to deferred loan costs.................................... (11,328) (7,652) --------- --------- Net cash provided by financing activities..................... 406,798 193,123 --------- --------- Increase (decrease) in cash and cash equivalents..................... 23,908 (191,477) Cash and cash equivalents at beginning of period..................... 3,213 224,325 --------- --------- Cash and cash equivalents at end of period........................... $ 27,121 $ 32,848 ========= ========= Noncash investing and financing transactions: Capitalized or deferred items included in accounts payable and accrued liabilities............................................ $ 70,185 $ 39,655 ========= ========= Conversion of amounts due under revolving credit facility to term loan....................................................... $ 100,000 $ ========= ========= Capitalization of amortized deferred loan costs..................... $ 511 $ ========= ========= Supplemental cash flow disclosures: Cash paid for: Income taxes, net of refunds of $411 in 1998....................... $ 2,672 $ 1,129 ========= ========= Interest expense, net of amounts capitalized....................... $ 14,703 $ ========= =========
See notes to the unaudited condensed consolidated financial statements 3 EXTENDED STAY AMERICA, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 1998 NOTE 1 -- BASIS OF PRESENTATION Extended Stay America, Inc. ("ESA") was organized on January 9, 1995 as a Delaware corporation to develop, own and manage extended stay lodging facilities. On April 11, 1997, ESA, ESA Merger Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of ESA, and Studio Plus Hotels, Inc. ("SPH") consummated a merger (the "Merger") pursuant to which SPH was merged with and into Merger Sub and the 12,557,786 shares of SPH common stock issued and outstanding on such date were converted into 15,410,915 shares of common stock, par value $.01 per share, of ESA ("Common Stock") and options to purchase 1,072,565 shares of SPH common stock were converted into options to purchase 1,316,252 shares of Common Stock. The Merger was accounted for using the pooling of interests method of accounting. The accompanying unaudited condensed consolidated financial statements of ESA and SPH (together, the "Company") give effect to the Merger as if it had been consummated as of the beginning of the periods presented. 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, 1997 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 and nine-month periods ended September 30, 1998 are not necessarily indicative of the results that may be expected for the year ended December 31, 1998. 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, 1997. In April 1998, the Accounting Standards Executive Committee released Statement of Position 98-5, "Reporting on the Costs of Start-up Activities" ("SOP 98-5"). SOP 98-5 requires that start-up costs, including pre-opening and organizational costs be expensed as incurred and is effective for financial statements issued for periods beginning after December 15, 1998. At September 30, 1998, the Company had unamortized pre-opening and organization costs of approximately $1.1 million. Under SOP 98-5, the Company would have reported a reduction of expenses of approximately $174,000 for the nine months ended September 30, 1998. For the nine months ended September 30, 1998 and 1997, the computation of diluted earnings per share does not include approximately 6,287,000 and 3,075,000 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. 4 NOTE 2 -- INCOME TAXES Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases and for operating loss and tax carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Income tax expense for the three-month and nine-month periods ended September 30, 1998 and 1997 differed from the amounts computed by applying the U.S. Federal income tax rate of 35% primarily as a result of the impact of state and local income taxes and as a result of nondeductible expenses associated with the Merger recognized in the second quarter of 1997. NOTE 3 -- LONG-TERM DEBT Effective March 10, 1998, the Company issued $200 million aggregate principal amount of Senior Subordinated Notes (the "Notes"). The Notes contain certain redemption features, bear interest at an annual rate of 9.15% and mature on March 15, 2008. The Notes are uncollateralized and are subordinated to all senior indebtedness of the Company and contain certain covenants for the benefit of the holders of the Notes. These convenants, among other things, restrict under certain circumstances the Company's ability to incur additional indebtedness, pay dividends and make investments and other restricted payments, enter into transactions with 5% stockholders or affiliates, create liens, and sell assets. Effective March 10, 1998, the Company amended its existing credit facility ("the Amended Credit Facility"). The Amended Credit Facility provides for $350 million in term loans (the "Term Loans") and $350 million in a revolving loan facility (the "Revolving Facility"). The Revolving Facility and $150 million of the Term Loans mature December 31, 2002 and bear interest, at the Company's option, at either the Base Rate (as defined) or the Eurodollar rate, plus an applicable margin which will be between .875% and 0% for Base Rate loans and 1.875% and 1% for Eurodollar loans. Term Loans of $200 million mature December 31, 2003, subject to maximum principal amortization of 1% in each of the years 1999 through 2002 and payment of the balance in four equal quarterly payments in 2003, and bear interest, at the Company's option, at either the Base Rate plus 1.75% or the Eurodollar rate plus 2.75%. At September 30, 1998, the Term Loans were borrowed and the Revolving Facility remained available and committed under the Amended Credit Facility. Availability of the Revolving Facility is dependent, however, upon the Company satisfying certain financial ratios of debt and interest compared to earnings before interest, taxes, depreciation and amortization, with such amounts being calculated pursuant to definitions contained in the Amended Credit Facility. The Amended Credit Facility contains a number of covenants, including, among others, covenants limiting under certain circumstances the ability of the Company and its subsidiaries to incur debt, make investments, pay dividends, prepay other indebtedness, engage in transactions with affiliates, enter into sale-leaseback transactions, create liens, make capital expenditures, acquire or dispose of assets, or engage in mergers or acquisitions. In addition, the Amended Credit Facility contains affirmative covenants, including, among others, covenants requiring maintenance of corporate existence, compliance with laws, maintenance of properties and insurance, and the delivery of financial and other information. The Amended Credit Facility also specifies events of default, including a change of control, and requires the Company to comply with certain financial tests and to maintain certain financial ratios on a consolidated basis. The Company's obligations under the Amended Credit Facility are guaranteed by each of the Company's subsidiaries and are collateralized by a first priority lien on all stock of such subsidiaries owned by the Company and all other current and future assets of the Company and its subsidiaries (other than mortgages on the Company's and its subsidiaries' real property). 5 NOTE 4 -- MERGER, FINANCING AND OTHER NON-RECURRING CHARGES The Company, consistent with its normal operating procedures, invests varying amounts in the sites under option in terms of (1) earnest money which would be applied to the purchase of the site but that in many cases may not be refundable, (2) legal, environmental, engineering, and architectural outlays necessary to determine the feasibility of acquiring the site and constructing a hotel on such site, and (3) salaries, wages, and travel costs of the Company's personnel related to the sites which are capitalized in accordance with generally accepted accounting principles. In the quarter ended September 30, 1998, the Company announced a reduction in its development plans for 1999 and 2000 as a result of capital market conditions. Accordingly, certain sites under option would not be developed. As a result, the Company established a valuation allowance of $12.0 million which resulted in a corresponding expense during the period ended September 30, 1998. During the three months ended June 30, 1997, the Company recorded merger, financing, and other charges totaling $19.9 million. These one-time, pre-tax charges consisted of (i) $9.7 million of merger expenses and costs associated with the integration of SPH's operations following the Merger, (ii) the write- off of $9.7 million of deferred costs associated with the Company's $400 million mortgage facilities which were terminated upon execution of a revolving credit agreement with various banks, and (iii) a charge of $500,000 in connection with moving the listing of the Company's Common Stock to the New York Stock Exchange, Inc. from The Nasdaq National Market. 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations General Extended Stay America, Inc. ("ESA"), was organized on January 9, 1995, as a Delaware corporation to develop, own, and manage extended stay lodging facilities. Studio Plus Hotels, Inc. ("SPH") was formed in December 1994 and acquired (through merger and exchange of SPH common stock for partnership interests immediately prior to completion of the SPH initial public offering in June 1995) all of the assets of Studio Plus, Inc. and the SPH predecessor entities, which owned and operated StudioPLUS(TM) extended stay facilities since 1986. The acquisition of the interests of the controlling shareholder or partner and affiliates of the predecessor entities was accounted for as a pooling of interests. On April 11, 1997, ESA, ESA Merger Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of ESA, and SPH consummated a merger pursuant to which SPH was merged with and into Merger Sub (the "Merger") and the 12,557,786 shares of SPH common stock that were outstanding on the closing date were converted into 15,410,915 shares of common stock, par value $.01 per share, of ESA ("Common Stock") and options to purchase 1,072,565 shares of SPH common stock were converted into options to purchase 1,316,252 shares of Common Stock. The Merger was accounted for using the pooling of interests method of accounting. The accompanying unaudited condensed consolidated financial statements of ESA and SPH (together, the "Company") give effect to the Merger as if it had been consummated at the beginning of the periods presented. The Company owns and operates three brands in the extended stay lodging market--StudioPLUSTM Deluxe Studios ("StudioPLUS"), EXTENDED STAYAMERICA Efficiency Studios ("EXTENDED STAY"), and Crossland Economy StudiosSM ("Crossland"), each designed to appeal to different price points 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. EXTENDED STAY rooms are designed to compete in the economy category. Crossland guestrooms are typically smaller than EXTENDED STAY rooms and are targeted for the budget category, while StudioPLUS facilities serve the mid-price category and generally feature larger guestrooms, an exercise facility, and a swimming pool. The following is a summary of the Company's selected development and operational results for the three months and nine months ended September 30, 1998 and 1997.
Three Months Nine Months Ended September 30, Ended September 30, ------------------- ------------------- 1998 1997 1998 1997 ---- ---- ---- ---- Total Facilities Open (at Period End)........ 269 151 269 151 Total Facilities Developed................... 30 35 84 76 Average Occupancy Rate....................... 78% 80% 74% 75% Average Weekly Room Rate..................... $ 290 $ 264 $ 286 $ 262
Average occupancy rates are determined by dividing the guestrooms occupied on a daily basis by the total number of guestrooms. Due to the Company's rapid expansion, its overall average occupancy rate has been negatively impacted by the lower occupancy typically experienced during the pre-stabilization period for newly opened facilities. This negative impact on overall average occupancy is expected to diminish as the ratio of newly opened facilities to total facilities in operation at the end of the period decreases. 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 vary from standard room rates due primarily to (i) stays of less than one week, which are charged at a higher nightly rate, (ii) higher weekly rates for rooms which are larger than the standard rooms, and (iii) additional charges for more than one person per room. Future occupancy and room rates may be impacted by a number of factors including the number and geographic location of new facilities as well as the season in which such facilities commence operations. There can be no assurance that the foregoing occupancy and room rates can be maintained. 7 The following is a summary of the Company's development status as of September 30, 1998, by brand. The Company expects to complete the construction of the facilities currently under construction generally within the next twelve months. There can be no assurance, however, that the Company will complete construction within time periods historically experienced by the Company. The Company's 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.
EXTENDED Crossland STAY StudioPLUS Total --------- -------- ---------- ----- Operating Facilities................... 21 163 85 269 Facilities Under Construction.......... 18 46 17 81
Results of Operations For the Three Months Ended September 30, 1998 and 1997 Property Operations The following is a summary of the properties operated during the specified periods and the related average occupancy and weekly room rates:
For the Three Months Ended ------------------------------------------------------------------------ September 30, 1998 September 30, 1997 ----------------------------------- ----------------------------------- Average Average Average Average Facilities Occupancy Weekly Room Facilities Occupancy Weekly Room Open Rate Rate Open Rate Rate ---------- ---------- ----------- ---------- ---------- ----------- Crossland...... 21 66% $198 3 72% $183 EXTENDED STAY.. 163 81 286 99 79 251 StudioPLUS..... 85 76 328 49 84 308 --- -- ---- --- -- ---- Total........ 269 78% $290 151 80% $264 === == ==== === == ====
Because newly opened properties typically experience lower occupancies during their pre-stabilization period, average occupancy rates are impacted by the ratio of newly opened properties to total properties. For the EXTENDED STAY brand, occupancy rates increased for the third quarter of 1998 as compared to the third quarter of 1997 primarily due to a decrease in the ratio of newly opened properties to total properties for that brand. Occupancy rates decreased for the Crossland and StudioPLUS brands primarily due to an increase in the number of newly opened properties for these brands. The average occupancy rate in the third quarter of 1998 for the 116 properties that were owned and operated by the Company as of June 30, 1997 was 85%. The increase in overall average weekly room rates for the third quarter of 1998 as compared to the third quarter of 1997 reflects the geographic dispersion of properties opened since September 30, 1997 and the higher standard weekly room rates in certain of those markets, in addition to increases in rates charged at previously opened properties. The Company expects that its average weekly room rate will continue to be impacted as the lower priced EXTENDED STAY and Crossland facilities increase as a percentage of the Company's total facilities. The average weekly room rate for the 116 properties that were owned and operated throughout both periods increased by 5% in the third quarter of 1998. The Company recognized total revenues for the three months ended September 30, 1998 and 1997 of $81.0 million and $38.8 million, respectively, an increase of $42.2 million. Approximately $40.0 million of the increased revenue was attributable to properties opened subsequent to June 30, 1997 and approximately $2.2 million was attributable to an increase in revenue for the 116 properties that were 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 $32.6 million (40% of total revenue) for the third quarter of 1998, compared to $17.4 million (45% of total revenue) for the third quarter of 1997. The decrease in property operating expenses as a percentage of total revenue for the third quarter of 1998 as compared to the third quarter of 1997 was primarily a result of a decrease in the ratio of 8 newly opened properties to total properties. In addition, the increase in revenues of previously opened properties resulted in a decrease in property operating expenses as a percentage of total revenue for those sites. As a result of the foregoing, the Company realized property operating margins of 60% and 55% for the third quarter of 1998 and 1997, respectively. The provision for depreciation and amortization for the lodging facilities of $10.5 million and $5.1 million for the third quarter of 1998 and 1997, respectively, was provided using the straight-line method over the estimated useful lives of the assets. These provisions reflect a pro rata allocation of the annual depreciation and amortization charge for the periods for which the facilities were in operation. The increase in depreciation and amortization for the third quarter of 1998 as compared to the third quarter of 1997 is due to the operation of 118 additional facilities in 1998. 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 expenses, professional and consulting fees, and related travel expenses including costs that are not directly related to a site that will be developed by the Company. The Company incurred corporate operating and property management expenses of $10.0 million (12% of total revenue) and $8.1 million (21% of total revenue) in the third quarter of 1998 and 1997, respectively. The increase in the amount of these expenses for the third quarter of 1998 as compared to 1997 reflects the impact of additional personnel and related expenses in connection with the Company's increased level of operating facilities and site development. Management expects these expenses to increase in total amount but to continue to decline as a percentage of revenue with the development of additional facilities in the future. Depreciation and amortization in the amount of $333,000 and $200,000 for the third quarter of 1998 and 1997, respectively, were provided using the straight-line method over the estimated useful lives of the assets for assets not directly related to the operation of the facilities, including primarily office furniture and equipment. The Company realized $1.4 million of interest income during the third quarter of 1997, which was primarily attributable to the investment of funds received from an offering of Common Stock. Approximately $1.2 million of interest income was realized in the third quarter of 1998 primarily resulting from the temporary investment of funds drawn under the Company's credit facilities. The Company incurred interest charges of $12.5 million during the third quarter of 1998, $4.9 million of which was capitalized and included in the cost of buildings and improvements. The Company recognized income tax expense of $3.7 million and $3.8 million for the third quarter of 1998 and 1997, respectively. Income tax expense for these periods differs from the federal income tax rate of 35% primarily due to state and local income taxes. Non-Recurring Charges The Company, consistent with its normal operating procedures, invests varying amounts in the sites under option in terms of (1) earnest money which would be applied to the purchase of the site but that in many cases may not be refundable, (2) legal, environmental, engineering, and architectural outlays necessary to determine the feasibility of acquiring the site and constructing a hotel on such site, and (3) salaries, wages, and travel costs of the Company's personnel related to the sites which are capitalized in accordance with generally accepted accounting principles. In the quarter ended September 30, 1998, the Company announced a reduction in its development plans for 1999 and 2000 as a result of capital market conditions. Accordingly, certain sites under option would not be developed. As a result, the Company established a valuation allowance of $12.0 million which resulted in a corresponding expense during the period ended September 30, 1998. 9 For the Nine Months Ended September 30, 1998 and 1997 Property Operations The following is a summary of the properties operated during the specified periods and the related average occupancy and weekly room rates:
For the Nine Months Ended ------------------------------------------------------------------------ September 30, 1998 September 30, 1997 ----------------------------------- ------------------------------------ Average Average Average Average Facilities Occupancy Weekly Room Facilities Occupancy Weekly Room Open Rate Rate Open Rate Rate ---------- ---------- ----------- ---------- ---------- ----------- Crossland...... 21 63% $196 3 79% $179 EXTENDED STAY.. 163 76 281 99 73 248 StudioPLUS..... 85 72 322 49 82 303 --- -- ---- --- -- ---- Total........ 269 74% $286 151 75% $262 === == ==== === == ====
For the EXTENDED STAY brand, occupancy rates increased for the nine-month period ended September 30, 1998 as compared to the same period in 1997 primarily due to a decrease in the ratio of newly opened properties to total properties for that brand. Occupancy rates decreased for the Crossland and StudioPLUS brands primarily due to an increase in the number of newly opened properties for these brands. The average occupancy rate in the nine months ended September 30, 1998 for the 75 properties that were owned and operated by the Company as of December 31, 1996 was 82%. The increase in average weekly room rates for the nine months ended September 30, 1998 as compared to the same period of 1997 reflects the geographic dispersion of properties opened since September 30, 1997 and the higher standard weekly room rates in certain of those markets, in addition to increases in rates charged at previously opened properties. The average weekly room rate for the 75 properties that were owned and operated throughout both periods increased 1% in the first nine months of 1998. The Company recognized total revenues for the nine months ended September 30, 1998 and 1997 of $205.3 million and $87.6 million, respectively, an increase of $117.7 million. Approximately $115.1 million of the increased revenue was attributable to properties opened subsequent to December 31, 1996 and approximately $2.6 million was attributable to an increase in revenue for the 75 properties that were owned and operated throughout both periods. Property operating expenses for the nine months ended September 30, 1998 were $87.8 million (43% of total revenue) compared to $39.9 million (46% of total revenue) for the nine months ended September 30 1997. The decrease in property operating expenses as a percentage of total revenue for the nine months ended September 30, 1998 as compared to the same period of 1997 was primarily a result of improved occupancies and revenues for the facilities that were in their pre-stabilization periods during the first nine months of 1997. As a result of the foregoing, the Company realized property operating margins of 57% and 54% for the nine months ended September 30, 1998 and 1997, respectively. The provision for depreciation and amortization for the lodging facilities was $29.3 million and $12.7 million for the nine months ended September 30, 1998 and 1997, respectively. The increase in depreciation and amortization for the nine months ended September 30, 1998 as compared to the same period in 1997 is due to the operation of 118 additional facilities in 1998. Corporate Operations Corporate operating and property management expenses for the nine months ended September 30, 1998 and 1997 were $29.1 million and $20.8 million, respectively, or 14% and 24% of total revenue, respectively. The increases in the amount of these expenses for the nine-month period ended September 30, 1998 as compared to the same period of 1997 reflect the impact of additional personnel and related expenses in connection with the Company's increased level of operating facilities and site development. Management expects these expenses to increase in total amount but to continue to decline as a percentage of revenue with the development of additional facilities in the future. 10 Depreciation and amortization for assets not directly related to operation of the facilities was $1.1 million and $640,000 for the nine months ended September 30, 1998 and 1997, respectively. The Company realized $8.9 million of interest income during the nine-month period ended September 30, 1997, which was primarily attributable to the investment of funds received from an offering of Common Stock. Approximately $2.6 million of interest income was realized in the nine-month period ended September 30, 1998 primarily resulting from the temporary investment of funds drawn under the Company's credit facilities. The Company incurred interest charges of $27.5 million during the nine-month period ended September 30, 1998, $12.8 million of which was capitalized and included in the cost of buildings and improvements. The Company recognized income tax expense of $13.6 million and $3.4 million for the nine-month periods ended September 30, 1998 and 1997 respectively. Income tax expense for these periods differs from the federal income tax rate of 35% primarily due to state and local income taxes and, in 1997, due to permanent tax differences relating to non-deductible merger expenses. Management expects that the annualized effective income tax rate for 1998 will be approximately 40%. In the quarter ended September 30, 1998, the Company announced a reduction in its development plans for 1999 and 2000 as a result of capital market conditions. Accordingly, certain sites under option would not be developed. As a result, the Company established a valuation allowance of $12.0 million which resulted in a corresponding expense during the period ended September 30, 1998. During the three months ended June 30, 1997, the Company recorded merger, financing, and other charges totaling $19.9 million. These one-time, pre-tax charges consisted of (i) $9.7 million of merger expenses and costs associated with the integration of SPH's operations following the Merger, (ii) the write- off of $9.7 million of deferred costs associated with the Company's $400 million mortgage facilities which were terminated upon execution of a revolving credit agreement with various banks, and (iii) a charge of $500,000 in connection with moving the listing of the Company's Common Stock to the New York Stock Exchange, Inc. from the Nasdaq National Market. Liquidity and Capital Resources The Company had cash and cash equivalents of $27.1 million and $3.2 million as of September 30, 1998 and December 31, 1997, respectively. At September 30, 1998, substantially all of the cash balances were invested, utilizing domestic commercial banks and other financial institutions, in short-term commercial paper and other securities having credit ratings of A1/P1 or equivalent. The market value of the securities held approximates the carrying amount. In addition, at September 30, 1998 and December 31, 1997, the Company invested excess funds in an overnight sweep account with a commercial bank which invested in short-term, interest-bearing reverse repurchase agreements. Due to the short- term nature of these investments, the Company did not take possession of the securities, which were instead held by the financial institution. The market value of the securities held pursuant to the agreements approximates the carrying amount. Deposits in excess of $100,000 are not insured by the Federal Deposit Insurance Corporation. During the nine months ended September 30, 1998, and 1997 the Company generated cash from operating activities of $72.6 million and $25.1 million, respectively. The Company used $455.4 million and $409.7 million to acquire land and develop and furnish a total of 166 and 155 sites, respectively, in the nine months ended September 30, 1998 and 1997. On February 6, 1997, the Company completed a private placement of 11.5 million shares of its Common Stock at a purchase price of $17.625 per share, for an aggregate amount of approximately $203 million. Net proceeds received by the Company from that private placement were approximately $198 million. Effective September 26, 1997, the Company executed an agreement with various banks establishing a revolving credit facility (the "Credit Facility") for $500 million to be used for general corporate purposes, including the construction and acquisition of extended stay hotel properties. The Credit Facility had a maturity of December 31, 2002. Upon execution of the agreement establishing the Credit Facility, the Company terminated two mortgage loan facilities, which provided for an aggregate of $400 million in available mortgage loans. On March 10, 1998 (the "Effective Date"), the Company amended the Credit Facility (the "Amended Credit Facility"). The Amended Credit Facility converted $150 million of the amounts available under the Credit Facility into a term loan facility (the "Converted Term Loans"), with the $350 million balance of the amounts available under the Credit Facility remaining as a revolving loan facility (the "Revolving Facility" and, together with the Converted Term Loans, the "Converted Facilities"). With respect to the Converted Term Loans, $100 million was drawn on the Effective Date and the balance was drawn on July 31, 1998. 11 The Amended Credit Facility also provides for up to $300 million in additional term loans (the "Additional Term Loans"), $200 million of which were committed as of the Effective Date and have been drawn (the "Committed Loans"). Additional Term Loans in excess of Committed Loans may be borrowed after December 31, 1998 provided that at least $275 million must be outstanding under the Revolving Facility on the date such loans are incurred. The Company is required to repay indebtedness outstanding under the Amended Credit Facility with the net cash proceeds from certain sales of assets, from certain issuances of debt or equity by the Company, and from certain insurance recovery events (subject to certain reinvestment rights). The Company is also required to repay indebtedness outstanding under the Amended Credit Facility annually in an amount equal to 50% of the Company's excess cash flow (as defined). Amounts drawn under the Converted Facilities bear interest, at the Company's option, at either the Base Rate (as defined) or the Eurodollar rate, plus an applicable margin. The applicable margin is an annual rate which fluctuates based on the Company's ratio of consolidated debt to consolidated EBITDA and which will be between .875% and 0% for Base Rate loans and 1.875% and 1% for Eurodollar loans. Committed Loans bear interest, at the Company's option, at either the Base Rate plus 1.75% or the Eurodollar rate plus 2.75%. Additional Term Loans that are not Committed Loans will bear interest at rates to be agreed upon. The Converted Facilities mature on December 31, 2002. Additional Term Loans will mature no earlier than December 31, 2003, subject to maximum principal amortization of 1% of the initially funded amounts in each of the years 1999 through 2002 and payment of the balance due in four equal quarterly payments in 2003. The Company's obligations under the Converted Facilities are guaranteed by each of the Company's subsidiaries (the "Guarantors") and are collateralized by a first priority lien on all stock owned by the Company and the Guarantors and all other current and future assets of the Company and the Guarantors (other than mortgages on the Company's and the Guarantors' real property). The obligations of the Company and the Guarantors under the Additional Term Loans are collateralized on a pari passu basis by way of perfected first priority security interests in the assets securing the Converted Facilities. The Amended Credit Facility contains a number of covenants, including, among others, covenants limiting under certain circumstances the ability of the Company and its subsidiaries to incur debt, make investments, pay dividends, prepay other indebtedness, engage in transactions with affiliates, enter into sale-leaseback transactions, create liens, make capital expenditures, acquire or dispose of assets, or engage in mergers or acquisitions. In addition, the Amended Credit Facility contains affirmative covenants, including, among others, covenants requiring maintenance of corporate existence, compliance with laws, maintenance of properties and insurance, and the delivery of financial and other information. The Amended Credit Facility also specifies events of default, including a change of control, and requires the Company to comply with certain financial tests and to maintain certain financial ratios on a consolidated basis. At September 30, 1998, the Company had drawn the Converted Term Loans and the Committed Loans and $350 million remained available and committed under the Revolving Facility. Availability under the Revolving Facility is dependent upon the Company satisfying certain financial ratios of debt and interest compared to earnings before interest, taxes, depreciation, and amortization, with such amounts being calculated pursuant to definitions contained in the Amended Credit Facility. Effective March 10, 1998, the Company issued $200 million aggregate principal amount of Senior Subordinated Notes, (the "Notes"). The Notes bear interest at an annual rate of 9.15%, payable semiannually on March 15 and September 15 of each year, commencing September 15, 1998, and mature on March 15, 2008. The Notes are redeemable, in whole or in part, any time on or after March 15, 2003, initially at 104.575% of their principal amount, plus accrued interest, declining ratably to 100% of their principal amount, plus accrued interest, on or after March 15, 2006. Additionally, at any time prior to March 15, 2001, the Company may redeem up to 35% of the principal amount of the Notes with the proceeds of one or more public equity offerings by the Company of its Common Stock, at a redemption price of 12 109.15% of their principal amount, plus accrued interest, provided that at least $130 million aggregate principal amount of Notes remains outstanding after each such redemption. The Notes are uncollateralized and are subordinated to all senior indebtedness of the Company and contain certain covenants for the benefit of the holders of the Notes. These covenants, among other things, restrict under certain circumstances the Company's ability to incur additional indebtedness, pay dividends and make investments and other restricted payments, enter into transactions with 5% stockholders or affiliates, create liens, and sell assets. In connection with the Amended Credit Facility and the Notes, the Company incurred additions to deferred loan costs of $11.3 million during the nine months ended September 30, 1998. The Company had commitments totaling approximately $225 million to complete construction of extended stay properties at September 30, 1998. The Company believes that the remaining availability under the Amended Credit Facility, together with cash on hand and cash flows from operations, will provide sufficient funds for the Company to develop the properties currently planned to open in 1998 and to fund its operating expenses through 1998. The Company expects to continue to rapidly expand its operations. Beginning in 1999, the Company plans to open 50 to 70 properties annually with total development costs of approximately $350 million per year. The Company expects to finance this development with internally generated cash flows and increases in its debt facilities. The timing and amount of financing needed will depend on a number of factors, including the number of properties the Company constructs or acquires, the timing of such development, and the cash flow generated by its properties. In the event that the capital markets provide favorable opportunities, the Company's plans or assumptions change or prove to be inaccurate, or the foregoing sources of funds prove to be insufficient to fund the Company's growth and operations, or if the Company consummates acquisitions, the Company may seek additional capital sooner than currently anticipated. Sources of financing may include public or private debt or equity financing. There can be no assurance that such additional financing will be available to the Company or, if available, that it can be obtained on acceptable terms or within the limitations contained in the Company's financing arrangements. Failure to obtain such financing could result in the delay or abandonment of some or all of the Company's development and expansion plans and expenditures and could have a material adverse effect on the Company. Impact of the Year 2000 Issue and Accounting Releases The Year 2000 Issue is the result of computer programs being written using two digits rather than four to define the applicable year. Based on its assessment, management of the Company does not anticipate that any significant modification or replacement of the Company's software will be necessary for its computer systems to properly utilize dates beyond December 31, 1999 or that the Company will incur significant operating expenses to make any such computer system improvements. The Company is undertaking an assessment as to whether any of its significant suppliers, lenders, or service providers will need to make any such software modifications or replacements. Management does not expect the failure of any of such third parties to address the Year 2000 Issue to have a material adverse effect on the Company's business, operations, or financial condition, although there can be no assurance to that effect. In April 1998, the Accounting Standards Executive Committee released Statement of Position 98-5, "Reporting on the Costs of Start-up Activities" ("SOP 98-5"). SOP 98-5 requires that start-up costs, including pre-opening and organizational costs be expensed as incurred and is effective for financial statements issued for periods beginning after December 15, 1998. At September 30, 1998, the Company had unamortized pre-opening and organization costs of approximately $1.1 million. Under SOP 98-5, the Company would have reported a reduction of expenses of approximately $174,000 for the nine months ended September 30, 1998. Seasonality and Inflation Based upon the operating history of the Company's facilities, management believes that extended stay lodging facilities are not as seasonal in nature as the overall lodging industry. Management does expect, however, that occupancy and revenues may be lower than average during the first and fourth quarters of each calendar year. Because many of the Company's expenses do not fluctuate with occupancy, such declines in occupancy may cause fluctuations or decreases in the Company's quarterly earnings. 13 The rate of inflation as measured by changes in the average consumer price index has not had a material effect on the revenue or operating results of the Company during any of the periods presented. There can be no assurance, however, that inflation will not affect future operating or construction costs. Special Note on Forward-Looking Statements Certain statements in this Form 10-Q constitute "forward-looking statements." Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by such forward- looking statements. Such factors include, among other things, the Company's limited operating history and uncertainty as to the Company's future profitability; the ability to meet construction and development schedules and budgets; the ability to develop and implement operational and financial systems to manage rapidly growing operations; the uncertainty as to the consumer demand for extended stay lodging; increasing competition in the extended stay lodging market; the ability to integrate and successfully operate acquired properties and the risks associated with such properties; the ability to obtain financing on acceptable terms to finance the Company's growth strategy; the ability of the Company to operate within the limitations imposed by financing arrangements; and general economic conditions as they may impact the overall lodging industry. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. The Company undertakes no obligations to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. 14 PART II OTHER INFORMATION Item 5. Other Information On August 13, 1998, the Company exchanged all $200 million aggregate principal amount of its outstanding 9.15% Senior Subordinated Notes due 2008 (the "Old Notes") for an equal principal amount of newly-issued 9.15% Senior Subordinated Notes due 2008 (the "New Notes"). The form and terms of the New Notes are the same in all material respects as the form and terms of the Old Notes except that the New Notes were registered under the Securities Act of 1933, as amended, and do not bear legends restricting the transfer thereof. The New Notes evidence the same indebtedness as the Old Notes (which they replace) and are entitled to the benefits of the Indenture, dated as of March 10, 1998, between the Company and Manufacturers and Traders Trust Company, as Trustee. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit Number Description of Exhibit ------ ---------------------- 10.1 Amendment, dated as of September 18, 1998, to Credit Agreement, dated as of September 26, 1997 and Amended and Restated as of March 10, 1998, by and among the Company and Morgan Stanley Senior Funding, Inc. as Syndication Agent and Arranger, The Industrial Bank of Japan, Limited, as Administrative Agent, and various banks 10.2 Pro Player Stadium Executive Suite License Agreement, dated as of July 16, 1998, by and between South Florida Stadium Corporation d/b/a Pro Player Stadium and the Company 10.3 Broward County Arena Executive Suite License Agreement, by and between Arena Operating Company, Ltd. and the Company 27.1 Financial Data Schedule (for EDGAR filings only) (b) Reports on Form 8-K None 15 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 November 10, 1998. EXTENDED STAY AMERICA, INC. /s/ Robert A. Brannon ------------------------------------------------------ Robert A. Brannon Senior Vice President, Chief Financial Officer, Secretary, and Treasurer (Principal Financial Officer) /s/ Gregory R. Moxley ------------------------------------------------------ Gregory R. Moxley Vice President Finance (Principal Accounting Officer) 16 EX-10.1 2 AMENDMENT TO CREDIT AGREEMENT EXHIBIT 10.1 EXECUTION COPY AMENDMENT TO CREDIT AGREEMENT ----------------------------- AMENDMENT, dated as of September 18, 1998 (this "Amendment"), among EXTENDED STAY AMERICA, INC., a Delaware corporation (the "Borrower"), the banks party to the Credit Agreement described below (the "Banks"), MORGAN STANLEY SENIOR FUNDING, INC., as Syndication Agent and Arranger, and THE INDUSTRIAL BANK OF JAPAN, LIMITED, as Administrative Agent. All capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below. W I T N E S S E T H : ------------------- WHEREAS, the Borrower, the Banks, Morgan Stanley Senior Funding, Inc., as Syndication Agent and Arranger, and The Industrial Bank of Japan, as Administrative Agent are parties to an Amended and Restated Credit Agreement, dated as of March 10, 1998 (as amended, modified and supplemented through the date hereof, the "Credit Agreement"); WHEREAS, the parties hereto wish to amend the Credit Agreement as herein provided; NOW THEREFORE, it is agreed: 1. Section 11 of the Credit Agreement is hereby amended by (a) adding the proviso "provided that the September 1998 Charge shall not be deemed to constitute corporate overhead for purposes of this definition" at the end of the definition of "Annualized Corporate Overhead Amount", (b) deleting the "and" before clause (iv) of the proviso to the definition of "Consolidated Net Income" and inserting a comma in lieu thereof, (c) adding the phrase "and (v) the September 1998 Charge shall not be taken into account in determining Consolidated Net Income of the Borrower" at the end of the definition of "Consolidated Net Income" and (d) adding the following definition in the appropriate alphabetical order: "September 1998 Charge" shall mean the non-recurring expense of up to $13,250,000 resulting from the establishment in the fiscal quarter of the Borrower ended September 1998 of a valuation allowance for costs which have been incurred to acquire options for sites, the performance of related due diligence and other related expenses. 2. This Amendment is limited precisely as written and shall not be deemed to be a consent to or modification of any other term or condition of the Credit Agreement, the other Credit Documents or any of the instruments or agreements referred to therein. 3. In order to induce the Banks to enter into this Amendment, the Borrower hereby represents and warrants that (x) no Default or Event of Default exists on the Amendment Date (as defined below) after giving effect to this Amendment and (y) all of the representations and warranties contained in the Credit Documents shall be true and correct in all material respects on the Amendment Date after giving effect to this Amendment with the same effect as though such representations and warranties had been made on and as of the Amendment Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 4. This Amendment shall become effective for all purposes on the first date (the "Amendment Date"), on and after the date that the Borrower and the Required Banks shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of telecopier) the same to Administrative Agent's counsel (attention: M. Irmak Canevi, Fax: (212) 354-8113). 5. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 8. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 9. From and after the Amendment Date, all references in the Credit Agreement and each of the Credit Documents to the Credit Agreement or each of the Credit Documents shall be deemed to be references to such Credit Agreement or each of the Credit Documents as amended hereby. * * * 2 IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written. EXTENDED STAY AMERICA, INC. By: /s/ Robert A. Brannon --------------------------------------- Name: Robert A. Brannon Title: Senior Vice President MORGAN STANLEY SENIOR FUNDING, INC., Individually, as Syndication Agent and as Arranger By: /s/ Michael T. McLaughlin --------------------------------------- Name: Michael T. McLaughlin Title: Principal THE INDUSTRIAL BANK OF JAPAN, LIMITED, Individually and as Administrative Agent By: /s/ Takuya Honjo --------------------------------------- Name: Takuya Honjo Title: Senior Vice President 3 BALANCED HIGH YIELD FUND I, LTD., c/o BHF-BANK AKTIENGESELLSCHAFT Acting through its New York Branch as attorney-in-fact By: /s/ John Sykes ----------------------------------- Name: John Sykes Title: Vice President By: /s/ Tony Heyman ----------------------------------- Name: Tony Heyman Title: AVP BANK OF TOKYO-MITSUBISHI TRUST COMPANY By: /s/ Brian S. Dossie ----------------------------------- Name: Brian S. Dossie Title: Assistant Vice President BANK ONE, KENTUCKY, NA By: ----------------------------------- Name: Title: BANKBOSTON, NA By: /s/ Renee A. Ross ----------------------------------- Name: Renee A. Ross Title: Managing Director BANKERS TRUST COMPANY By: ----------------------------------- Name: Title: 4 BEAR STEARNS INVESTMENT PRODUCTS, INC. By: ----------------------------------- Name: Title: BLACK DIAMOND CAPITAL MANAGEMENT LLC c/o TORONTO DOMINION TX, INC. By: ----------------------------------- Name: Title: CANADIAN IMPERIAL BANK OF COMMERCE By: /s/ Karen Volk ----------------------------------- Name: Karen Volk Title: Authorized Signatory CAPTIVA III FINANCE, LTD. c/o PACIFIC INVESTMENT MANAGEMENT CO. By: PIMCO Management Inc., a general partner By: /s/ Richard M. Weil ---------------------------------- Name: Richard M. Weil Title: Senior Vice President 5 CHANG HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH By: ----------------------------------- Name: Title: CHEVY CHASE BANK, FSB By: ----------------------------------- Name: Title: COMPAGNIE FINANCIERE DE CIC ET DE L'UNION EUROPEENE By: /s/ Marcus Edward ----------------------------------- Name: Marcus Edward Title: Vice President By: /s/ Sean Mounier ----------------------------------- Name: Sean Mounier Title: First Vice President DELANO COMPANY By PACIFIC INVESTMENT MANAGEMENT COMPANY, as its Investment Advisor By: PIMCO Management Inc., a general partner By: /s/ Richard M. Weil ----------------------------------- Name: Richard M. Weil Title: Senior Vice President 6 ERSTE BANK DER OESTERREICHISCHEN SPARKASSENAG By: /s/ Paul Judicke ----------------------------------- Name: Paul Judicke Title: Vice President By: /s/ John S. Runnio ----------------------------------- Name: John S. Runnio Title: First Vice President FIRST COMMERCIAL BANK By: /s/ June Shiong Lu ----------------------------------- Name: June Shiong Lu Title: SVP & General Manager FLOATING RATE PORTFOLIO c/o INVESCO SENIOR SECURED MANAGEMENT By: /s/ Kathleen A. Lenarcic ----------------------------------- Name: Kathleen A. Lenarcic Title: Authorized Signatory HELLER FINANCIAL, INC. By: /s/ Linda W. Wolf ----------------------------------- Name: Linda W. Wolf Title: Senior Vice President IMPERIAL BANK By: /s/ Steven K. Johnson ----------------------------------- Name: Steven K. Johnson Title: Senior Vice President 7 KZH III LLC By: /s/ Virginia Conway ------------------------------- Name: Virginia Conway Title: Authorized Agent KZH ING-2 LLC By: /s/ Virginia Conway ------------------------------- Name: Virginia Conway Title: Authorized Agent KZH-PAMCO LLC By: ------------------------------- Name: Title: LAND BANK OF TAIWAN By: ------------------------------- Name: Title: LEHMAN COMMERCIAL PAPER INC. By: ------------------------------- Name: Title: 8 MANUFACTURERS AND TRADERS TRUST COMPANY By: /s/ R. Buford Sears ------------------------------- Name: R. Buford Sears Title: Administrative Vice President MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ Benjamin W. Lau ------------------------------- Name: Benjamin W. Lau Title: Authorized Signatory ML CLO XIX STERLING (CAYMAN) LTD. c/o STERLING ASSET MANAGEMENT, LLC By: ------------------------------- Name: Title: ML CLO XX PILGRIM AMERICA (CAYMAN), LTD. c/o PILGRIM AMERICA INVESTMENTS, INC. By: ------------------------------- Name: Title: 9 MOUNTAIN CLO TRUST By: ------------------------------- Name: Title: ORIX USA CORPORATION By: /s/ Mr. Charles Kobayashi ------------------------------ Name: Mr. Charles Kobayashi Title: Vice President & Manager PAM CAPITAL FUNDING, LP c/o PROTECTIVE ASSET MANAGEMENT COMPANY By: ------------------------------- Name: Title: SENIOR DEBT PORTFOLIO c/o BOSTON MANAGEMENT RESEARCH By: /s/ Scott H. Page ------------------------------ Name: Scott H. Page Title: Vice President SUMMIT BANK By: ------------------------------- Name: Title: 10 THE DEVELOPMENT BANK OF SINGAPORE, LTD. By: ------------------------------- Name: Title: THE LONG TERM CREDIT BANK OF JAPAN, LTD. By: /s/ Thomas Meyer ------------------------------- Name: Thomas Meyer Title: Senior Vice President THE SUMITOMO BANK, LIMITED By: ------------------------------- Name: Title: TORONTO DOMINION TX, INC. By: ------------------------------- Name: Title: 11 RZB FINANCE LLC By: /s/ John A. Valiska ----------------------------- Name: John A. Valiska Title: Vice President By: /s/ Pearl Geffers ----------------------------- Name: Pearl Geffers Title: Vice President 12 ANNEX I ACKNOWLEDGEMENT AND AGREEMENT ----------------------------- Each of the undersigned, each being a Subsidiary Guarantor on the Amendment Date (including each Subsidiary of the Borrower which was a Subsidiary Guarantor immediately before the Amendment Date and each Subsidiary of the Borrower which becomes a Subsidiary Guarantor on the Amendment Date) hereby acknowledges and agrees to the provisions of the foregoing Amendment, and hereby agrees for the benefit of the Banks that all references in the Credit Documents to the "Credit Agreement" shall be deemed to be a reference to the Credit Agreement as amended by this Amendment. ESA 0100, INC. ESA 0102, INC. ESA 0106, INC. ESA 0115, INC. ESA 0121, INC. ESA 0123, INC. ESA 0124, INC. ESA 0125, INC. ESA 0127, INC. ESA 0131, INC. ESA 0132, INC. ESA 0140, INC. ESA 0145, INC. ESA 0153, INC. ESA 0155, INC. ESA 0161, INC. ESA 0163, INC. ESA 0172, INC. ESA 0174, INC. ESA 0175, INC. ESA 0180, INC. ESA 0186, INC. ESA 0201, INC. ESA 0206, INC. ESA 0223, INC. ESA 0231, INC. ESA 0232, INC. ESA 0247, INC. ESA 0280, INC. ESA 0291, INC. ESA 0295, INC. ESA 0296, INC. ESA 0302, INC. ESA 0303, INC. ESA 0305, INC. ESA 0308, INC. ESA 0309, INC. ESA 0311, INC. ESA 0315, INC. ESA 0316, INC. ESA 0317, INC. ESA 0325, INC. ESA 0328, INC. ESA 0331, INC. ESA 0335, INC. ESA 0341, INC. ESA 0352, INC. ESA 0355, INC. ESA 0356, INC. ESA 0361, INC. ESA 0362, INC. ESA 0370, INC. ESA 0371, INC. ESA 0373, INC. ESA 0379, INC. ESA 0381, INC. ESA 0382, INC. ESA 0396, INC. ESA 0399, INC. ESA 0410, INC. ESA 0413, INC. ESA 0414, INC. ESA 0417, INC. ESA 0418, INC. ESA 0421, INC. ESA 0450, INC. ESA 0454, INC. ESA 0455, INC. ESA 0478, INC. ESA 0479, INC. ESA 0480, INC. ESA 0486, INC. ESA 0494, INC. ESA 0501, INC. ESA 0503, INC. ESA 0504, INC. ESA 0510, INC. ESA 0521, INC. 2 ESA 0522, INC. ESA 0525, INC. ESA 0526, INC. ESA 0527, INC. ESA 0530, INC. ESA 0532, INC. ESA 0541, INC. ESA 0552, INC. ESA 0553, INC. ESA 0554, INC. ESA 0555, INC. ESA 0557, INC. ESA 0561, INC. ESA 0562, INC. ESA 0564, INC. ESA 0565, INC. ESA 0574, INC. ESA 0576, INC. ESA 0590, INC. ESA 0600, INC. ESA 0629, INC. ESA 0634, INC. ESA 0640, INC. ESA 0646, INC. ESA 0658, INC. ESA 0659, INC. ESA 0660, INC. ESA 0670, INC. ESA 0675, INC. ESA 0677, INC. ESA 0679, INC. ESA 0680, INC. ESA 0681, INC. ESA 0691, INC. ESA 0699, INC. ESA 0700, INC. ESA 0701, INC. ESA 0706, INC. ESA 0731, INC. ESA 0733, INC. ESA 0734, INC. ESA 0737, INC. ESA 0745, INC. ESA 0752, INC. ESA 0753, INC. 3 ESA 0765, INC. ESA 0767, INC. ESA 0780, INC. ESA 0785, INC. ESA 0788, INC. ESA 0789, INC. ESA 0795, INC. ESA 0802, INC. ESA 0805, INC. ESA 0806, INC. ESA 0810, INC. ESA 0815, INC. ESA 0817, INC. ESA 0824, INC. ESA 0828, INC. ESA 0831, INC. ESA 0838, INC. ESA 0851, INC. ESA 0857, INC. ESA 0858, INC. ESA 0859, INC. ESA 0860, INC. ESA 0861, INC. ESA 0869, INC. ESA 0876, INC. ESA 0877, INC. ESA 0884, INC. ESA 0885, INC. ESA 0886, INC. ESA 0898, INC. ESA 0901, INC. ESA 0902, INC. ESA 0903, INC. ESA 0911, INC. ESA 0916, INC. ESA 0919, INC. ESA 0931, INC. ESA 0932, INC. ESA 0936, INC. ESA 0939, INC. ESA 0942, INC. ESA 0951, INC. ESA 0974, INC. ESA 0976, INC. ESA 0977, INC. 4 ESA 0979, INC. ESA 0981, INC. ESA 0985, INC. ESA 0986, INC. ESA 0990, INC. ESA 0991, INC. ESA 0992, INC. ESA 0993, INC. ESA 0994, INC. ESA 0995, INC. ESA 0996, INC. ESA 1015, INC. ESA 1500, INC. ESA 1501, INC. ESA 1502, INC. ESA 1510, INC. ESA 1514, INC. ESA 1546, INC. ESA 1550, INC. ESA 1591, INC. ESA 1594, INC. ESA 1596, INC. ESA 1634, INC. ESA 2503, INC. ESA 2509, INC. ESA 2522, INC. ESA 3503, INC. ESA 3504, INC. ESA 4012, INC. ESA 4013, INC. ESA 4014, INC. ESA 4015, INC. ESA 4016, INC. ESA 4019, INC. ESA 4023, INC. ESA 4027, INC. ESA 4034, INC. ESA 6000, INC. ESA 6002, INC. ESA 6005, INC. ESA 6011, INC. ESA 6012, INC. ESA 6016, INC. ESA 6022, INC. ESA 6026, INC. 5 ESA 6027, INC. ESA 6028, INC. ESA 6029, INC. ESA 6030, INC. ESA 6036, INC. ESA 6037, INC. ESA 6048, INC. ESA 6049, INC. ESA 6055, INC. ESA 6057, INC. ESA 6066, INC. ESA 6072, INC. ESA 6073, INC. ESA 6074, INC. ESA 6086, INC. ESA 7003, INC. ESA 7010, INC. ESA 7011, INC. ESA 7502, INC. ESA 7508, INC. ESA 7512, INC. ESA 7513, INC. ESA 7519, INC. ESA 8515, INC. ESA 8525, INC. ESA 8546, INC. ESA ARIZONA, INC. ESA C1, INC. ESA COL, INC. ESA FLORIDA, INC. ESA GEORGIA, INC. ESA ILLINOIS, INC. ESA INDIANA, INC. ESA LOUISIANA, INC. ESA MARYLAND, INC. ESA MINNESOTA, INC. ESA OHIO, INC. ESA OKLAHOMA, INC. ESA TEXAS, INC. ESA TENNESSEE, INC. ESA UTAH, INC. ESA VIRGINIA, INC. ESA WASHINGTON, INC. EXTENDED STAY 0453, INC. EXTENDED STAY 0463, INC. 6 EXTENDED STAY 0507, INC. EXTENDED STAY 0547, INC. EXTENDED STAY 2506, INC. EXTENDED STAY CA, INC. ESA MANAGEMENT, INC. ESA WEST, INC. ESA INTERNATIONAL, INC. STUDIO PLUS HOTELS, INC. STUDIO PLUS PROPERTIES, INC. By ------------------------------------ Name: Title: On behalf of each Subsidiary Guarantor listed above 7 EX-10.2 3 EXECUTIVE SUITE LICENSE AGREEMENT-PRO PLAYER EXHIBIT 10.2 July 16, 1998 PRO PLAYER STADIUM EXECUTIVE SUITE LICENSE AGREEMENT This License Agreement ("Agreement") is made and entered into by and between South Florida Stadium Corporation d/b/a Pro Player Stadium, a Florida corporation, with offices at 2269 N.W. 199th Street, Miami, Florida 33056, ("Owner") and EXTENDED STAY AMERICA, INC. ("Licensee") whose address is 450 E. Las Olas Blvd., Suite 1100, Fort Lauderdale, FL 33301, whose telephone number is (954) 713-1600 and whose designee and contact for the purposes of this Agreement is George D. Johnson, Jr., President and CEO. WITNESSETH: In consideration of the mutual covenants and agreements set forth in this Agreement, Owner and Licensee do hereby agree as follows: A. Grant of License. Subject to the terms and conditions set forth in this Agreement, Owner hereby grants Licensee the privilege and right to the use and possession as described herein of the executive suite (the "Suite") located in Pro Player Stadium, Dade County, Florida (the "Stadium") and identified by number in Paragraph B. B. Basic Terms. As used herein, the following terms shall apply to this Agreement: 1. Suite. The Suite shall have the following characteristics: a. This License is for Suite Number 203A. b. The Suite shall have the following number of Total Seats: Sixteen (16). c. The Suite shall have a location in relation to the playing field in the Stadium shown in attached Exhibit A. 2. Ticket Allotment. The Ticket Allotment for the Suite shall be Sixteen (16) season tickets for Miami Dolphins home games and Zero (0) season tickets for Florida Marlins home games. 3. Suite Fee. (See Paragraph E). a. Annual Suite Fee: Eighty three thousand dollars ($83,000). b. Initial Payment due: Upon receipt of signed agreement. 4. Term. Three (3) years (See Paragraph F). 5. Security Deposit: Waived (See Paragraph G). No additional Security Deposit is required if this Agreement is a renewal of an existing License Agreement. C. Furnishings, Decor and Alteration of Suite; Suite Services. Schedule 1 to this Agreement governs the manner in which the Suite shall be furnished and equipped and sets forth services to be provided to the Suite. D. Possession and Use, Tickets and Parking. Schedule 2 to this Agreement governs Licensee's right of use and access, rights with respect to tickets and rights with respect to parking. E. Payments. Section 3.1 of Schedule 3 of this Agreement governs the payment of the annual Suite Fee. F. Term. Section 3.2 of Schedule 3 to this Agreement governs the term of this Agreement and Licensee's right of first refusal. This Agreement shall become effective and binding when executed by both Licensee and Owner. G. Security Deposit. Section 3.3 of Schedule 3 of this Agreement governs the payment of the Security Deposit. H. Other Terms and Conditions. Schedule 4 to this Agreement sets forth other Terms and Conditions applicable to this Agreement. I. Special Stipulations. Schedule 5, if Schedule 5 is attached hereto, contains any modifications of this Agreement or additional agreements between the parties. J. Entire Agreement. This Agreement, consisting of this basic Agreement and Schedules 1, 2, 3, 4 and (if attached) Schedule 5, constitutes the entire Agreement between the parties. This Agreement supersedes all prior agreements or negotiations concerning the subject matter hereof. No representation, promise or undertaking heretofore or concurrently made, whether in advertising or marketing materials, discussions or otherwise, shall be binding on either party unless specifically set forth herein. 2 IN WITNESS WHEREOF, this Agreement shall become effective and binding upon the parties when executed by both Licensee and Owner, as indicated below. SOUTH FLORIDA STADIUM CORPORATION D/B/A PRO PLAYER STADIUM, a Florida corporation By: --------------------------------- Name: ---------------------------- Title: --------------------------- Date: ---------------------------- LICENSEE*: By: /s/ George D. Johnson Jr. --------------------------------- Name: George D. Johnson Jr. ---------------------------- Title: President and CEO --------------------------- Date: ---------------------------- By: --------------------------------- Name: ---------------------------- Title: --------------------------- Date: ---------------------------- - ------------------------------- * Each person or persons listed above as Licensee must sign this Agreement. If the Licensee is a corporation or a partnership, the title of the authorized signatory must be included. 3 SCHEDULE 1 Furnishings, Decor and Alterations of the Suite; Suite Services 1.1 During the term of this Agreement, Owner shall provide the following to the Suite: a. The following fixtures, furnishings and equipment: upholstered chair seats facing the playing field; carpeted floor; wall coverings; built-in cabinetry (including lockable liquor cabinet); sink with running cold water; ice-maker; counter-size refrigerator, color television; lounge-seats and table; and such other furnishings as Owner shall provide. b. Color television, with standard all-channel reception for the Miami area and closed circuit broadcasts of any football games played by the Miami Dolphins or any baseball games played by the Florida Marlins as may be available to Owner; c. Heat, air conditioning, ventilation, running cold water, and electricity during all games and events for which the Stadium is open for use by the general public; d. Ordinary repair and maintenance of the interior and exterior of the Suite made necessary by normal wear and tear; e. Dusting, sweeping and cleaning the Suite and rubbish removal and disposal following each Stadium game or event; f. Telephone equipment and local area telephone service at Owner's expenses; g. Food and beverage services through the caterer licensed by Owner at Licensee's order and expense; and h. Such other special services as Owner, in its sole discretion, may offer at prevailing rates and terms established from time to time by Owner. 1.2 Licensee shall not make any additions or alterations in the interior or exterior of the Suite or the fixtures, furnishings and equipment therein, without the prior written consent of Owner. However, Licensee may supply articles of appointment, such as pictures, plants or insignia reasonable in size and in good taste, as determined solely by Owner. Any such additions, or alterations permitted by Owner shall be made at Licensee's expense and be made free of any liens or encumbrances, in a good workmanlike manner, and in compliance 5 with all applicable permits, authorizations, building and zoning laws, ordinances, orders, rules, regulations and requirements of all governmental authorities having appropriate jurisdiction. Any fixtures or materials incorporated in or attached to the Suite by Licensee shall become the property of Owner unless Licensee shall have obtained the written approval of Owner to remove same prior to the expiration of the term of this Agreement, and if so removed, Licensee shall, at its own expense, repair and restore the Suite to its condition as of the commencement of this Agreement. 6 SCHEDULE 2 Possession and Use, Tickets and Parking 2.1 Possession and Use. Licensee shall be entitled to the use and possession of the Suite during the term of this Agreement, except as provided in Section 2.2 below, and subject to the provisions of this Agreement. Licensee and Licensee's guests shall be entitled to use the Suite only at times for which appropriate tickets for admission to the Suite have been obtained and the Stadium is intended to be open for use by the general public. Licensee and Licensee's guests shall be bound by and shall observe the terms and conditions upon which tickets for admission to the Stadium have been issued by the sponsor or promoter of such event including, without limitation, the policy with respect to the cancellation or postponement of the game or event. Access to the Suites shall be from the club level of the Stadium through a private door to the Suites. Access to the club level shall be shared only by persons holding appropriate tickets for admission to the Suites and to the club level seats. Each Suite shall be provided with a lock system. This Agreement provides Licensee only with the right and privilege to possess and use the Suite in the manner set forth herein, and except as pertains to the special right and privilege to so possess and use the Suite, this Agreement does not confer upon Licensee or Licensee's guests any greater or lesser rights and privileges with respect to admission to the Stadium than afforded to other holders of tickets for admission thereto. 2.2 Admission Tickets. Licensee's rights with respect to admission tickets for events at the Stadium, including Miami Dolphins' and Florida Marlins' pre-season and regular season games and Special Events shall depend on whether Licensee is a Stadium Licensee, Dolphins' Licensee or Marlins' Licensee, as hereinafter defined. Licensees which are entitled to both Miami Dolphins' and Florida Marlins' season tickets are sometimes hereinafter referred to as "Stadium, Licensees"; Licensees which are entitled to Miami Dolphins' season tickets only are sometimes hereinafter referred to as "Dolphins' Licensees"; and Licensees which are entitled to Florida Marlins' season tickets only are sometimes hereinafter referred to as "Marlins' Licensees". Stadium Licensees, Dolphins' Licensees and Marlins' Licensees shall be entitled to the following respective benefits set forth below: a) Stadium Licensees. During the term of this Agreement, Stadium Licensee shall receive the number of admission tickets to the Stadium set forth in Paragraph B above for access to the Suite for each pre-season and regular season football game played by the Miami Dolphins at the Stadium and each regular season baseball game played by the Florida Marlins at the Stadium. Additionally, Owner shall make available and Stadium Licensee shall be free to purchase (i) up to four (4) direct access tickets for admission to the Suite for 7 all pre-season and regular season Miami Dolphins' games, and (ii) up to (4) direct access tickets for admission to the Suite for all regular season Florida Marlins' games. Stadium Licensee shall also have the opportunity to purchase the required admission tickets to the Stadium for access to the Suite for any other games or events at the Stadium, including but not limited to post-season football games of the Miami Dolphins, post-season baseball games of the Florida Marlins, Major League Baseball All-Star Games, college bowl games, or concerts (collectively, "Special Events"), for which Stadium Licensee desires to use the Suite. Admission tickets for such other games or events shall be priced by the sponsor or promoter of the game or event, but in no event shall the admission price charged to Stadium Licensees and their guests exceed the admission price charged for an admission ticket to the highest priced category of seats in the Stadium. If after Owner offers tickets for purchase for Special Events at the Stadium, Stadium Licensee determines not to purchase any of such tickets for the Suite within the time specified, then, at the option of Owner, the use of the Suite for such Special Event shall revert to Owner and Owner shall be free to sell the use of the Suite for such Special Event to a third party. In the event Stadium Licensee purchases some, but not all of the admission tickets to the Suite for a Special Event, Owner may make available for purchase by others, including executive suite licensees who have been relocated or otherwise denied access to their respective suites, any unpurchased admission tickets for seats in and access to the Suite. In the event the Suite is deemed by the promoter of any event, concert or game hosted in the Stadium to have obstructed or non-manifest seats, Stadium Licensee shall not have the right to purchase admission tickets to the Suite. However, Owner in its sole discretion, may offer alternative seating in the Stadium to Stadium Licensee on terms and in locations to be determined by Owner. Notwithstanding any other provision herein to the contrary, it is understood and agreed that the availability of the upper tier of Suites (i.e., Suites No. 301 et seq., collectively, the "300 Level Suites") during any Super Bowl Games held in the Stadium will be subject to the requirements of the National Football League. Accordingly, Stadium Licensees of 300 Level Suites may be required either to relinquish use and possession of their Suite for any Super Bowl Game held in the Stadium or to share possession of their Suite with others who have been required to do so. A Stadium Licensee of a 300 Level Suite shall be entitled to purchase admission tickets to the Super Bowl Game for at least fifty percent (50%) of the seats in their respective suites. Owner shall make reasonable effort (but can make no guaranty) to place Stadium Licensees of 300 Level Suites and their guests in comparable suites as closely together as circumstances will permit. Stadium Licensees of Suites located in the lower tier of Suites (i.e., Suite No. 201 et seq., collectively, the "200 Level Suites") shall be entitled to exclusive use and possession of their respective suites during any Super Bowl Game held in the Stadium and shall be entitled to purchase admission tickets for each seat in and access to their respective suites; provided, however, that any seat for which any admission ticket has not been purchased within the time specified by Owner in advance of the Super Bowl Game may be made available by Owner to others, including Stadium Licensees of 300 Level Suites who have 8 been required to relinquish possession of their Suite, as aforesaid, to accommodate requirements of the National Football League. b) Dolphins' Licensees. During the term of this Agreement, Dolphins' Licensee shall receive the number of admission tickets to the Stadium set forth in Paragraph B above for access to the Suite for each pre-season and regular season football game played by the Miami Dolphins at the Stadium. Additionally, Owner shall make available and Dolphins' Licensee shall be free to purchase up to four (4) direct access tickets for admission to the Suite for all pre-season and regular season Miami Dolphins games. Dolphins' Licensee shall also have the opportunity to purchase the required admission tickets to the Stadium for access to the Suite for any other games or events at the Stadium, including but not limited to all post-season football games of the Miami Dolphins, college bowl games, or concerts (collectively, "Special Events"), but specifically excluding any and all baseball related events, such as post-season baseball games of the Florida Marlins and Major League Baseball All Star Games, for which Dolphins' Licensee desires to use the Suite. Admission tickets for such other games or events shall be priced by the sponsor or promoter of the game or event, but in no event shall the admission price charged to Dolphins' Licensee and its guests exceed the admission price charged for an admission ticket to the highest category of seats in the Stadium. After Owner offers tickets for purchase for Special Events at the Stadium, if Dolphins' Licensee shall determine not to purchase any of such tickets for the Suite within the time specified, then, at the option of Owner, the use of the Suite for such Special Event shall revert to Owner and Owner shall be free to sell the use of the Suite to a third party. In the event Dolphins' Licensee purchases some, but not all of the admission tickets to the Suite for a Special Event, Owner may make available for purchase by others, including executive suite licensees who have been relocated or otherwise denied access to their respective suites, any unpurchased admission tickets for seats in the Suite. Dolphins' Licensee shall also be given the opportunity to purchase tickets for any other games or events at the Stadium, subject to availability. In the event the Suite is deemed by the promoter of any event, concert or game hosted in the Stadium to have obstructed or non-manifest seats, Dolphins' Licensee shall not have the right to purchase admission tickets to the Suite. However, Owner in its discretion, may offer alternative seating in the Stadium to Dolphins' Licensee on terms and in locations to be determined by Owner. Notwithstanding any other provision herein to the contrary, it is understood and agreed that the availability of the upper tier of Suites (i.e., Suites No. 301 et seq., collectively, the "300 Level Suites") during any Super Bowl Games held in the Stadium will be subject to the requirements of the National Football League. Accordingly, Dolphins' Licensee of 300 Level Suites may be required either to relinquish use and possession of their Suite for any Super Bowl Game held in the Stadium or to share possession of their Suite with others who have been reported to do so. A Dolphins' Licensee of a 300 Level Suite shall be entitled to purchase admission tickets to the Super Bowl Game for at least fifty 9 percent (50%) of the seats in their respective suites. Owner shall make reasonable effort (but can make no guaranty) to place Dolphins' Licensees of 300 Level Suites and their guests in comparable suites as close together as circumstances will permit. Dolphins' Licensees of Suites located in the lower tier of Suites (i.e., Suites No. 201 et seq., collectively, the "200 Level Suites") shall be entitled to exclusive use and possession of their respective suites during any Super Bowl Game held in the Stadium and shall be entitled to purchase admission tickets for each seat in and access to their respective suites; provided, however, that any seat for which any admission ticket has not been purchased within the time specified by Owner in advance of the Super Bowl Game may be made available by Owner to others, including Dolphins' Licensees of 300 Level Suites who have been required to relinquish possession of their Suite, as aforesaid, to accommodate requirements of the National Football League. c) Marlins' Licensees. During the term of this Agreement, Marlins' Licensee shall receive the number of admission tickets to the Stadium set forth in Paragraph B above for access to the Suite for each regular season baseball game played by the Florida Marlins at the Stadium. Additionally, Marlins' Licensee shall also have the opportunity to purchase the required admission tickets to the Stadium for access to the Suite for any of the following games for which Marlins' Licensee desires to use the Suite: exhibition baseball games played at the Stadium, post-season baseball games of the Florida Marlins (including World Series games) played at the Stadium and the Major League Baseball All-Star Game to be held at the Stadium in the year 2000. Admission tickets for such games shall be priced by the sponsor or promoter of the game, but in no event shall the admission price charged to Marlins' Licensee and its guests exceed the admission price charged for an admission ticket to the highest priced category of seats in the Stadium. After Owner offers tickets for purchase for such games at the Stadium, if Marlins' Licensee shall determine not to purchase any tickets for the Suite within the time specified, then, at the option of Owner, the use of the Suite for such game shall revert to Owner and Owner shall be free to sell the use of the Suite to a third party. In the event Marlins' Licensee purchases some, but not all of the admission tickets to the Suite for such games, Owner may make available for purchase by others, including executive suite licensees who have been relocated or otherwise denied access to their respective suites, any unpurchased admission tickets for seats in the Suite. Marlins' Licensee shall also be given the opportunity to purchase tickets for any other games or events at the Stadium, subject to availability. In the event the Suite is deemed by the promoter of any such game hosted in the Stadium to have obstructed or non-manifest seats, Marlins' Licensee shall not have the right to purchase admission tickets to the Suite. However, Owner in its sole discretion, may offer alternative seating in the Stadium to Marlins' Licensee on terms and in locations to be determined by Owner. 10 2.3 Special Parking. Stadium, Dolphins' and Marlins' Licensees shall have the right to obtain, at no additional cost, four (4) V.I.P. automobile parking spaces located in designated Stadium site parking areas at the Stadium at the times during which such Licensees are entitled to use the Suite. Stadium, Dolphins' and Marlins' Licensees shall have the option to purchase additional parking passes, depending upon availability, on a first-come, first served basis at the then prevailing rates. 11 SCHEDULE 3 Payments, Term and Security Deposit 3.1 Suite Fee. The use and possession of the Suite shall be contingent upon payment to Owner of the fee (the "Suite Fee") for each Contract Year at the times set forth herein and in the amounts set forth in Paragraph B, plus any sales, use, property or other governmental taxes due with respect to Licensee's use of the Suite or imposed upon the payment of the Suite Fee (except for any federal, state or local income, franchise or similar tax imposed upon Owner). The entire Suite Fee for the initial year shall be payable on or before the date specified in Paragraph B. Thereafter, the Suite Fee shall be due and payable by Licensee not later than March 1st, each year during the term of this Agreement. The Suite Fee includes an aggregate of several charges including the license of the Suite, and a sum payable each year, as applicable, to the Miami Dolphins for Miami Dolphins' season tickets and/or to the Florida Marlins for Florida Marlins' season tickets provided to Licensee. In the event that the Suite Fee is not paid at such times and in such amounts as set forth above, then Licensee acknowledges and agrees that use and possession of the Suite shall be subject to the Default provisions of Section 4.2 hereof. In the event that the Owner does not receive payment in full from Licensee on or before the applicable payment due date set forth above the Owner may consider said failure to pay a material breach, and may elect to charge Licensee a late fee of one (1.0%) percent per month of the payment then due and owing until it is paid in full and, without limitation of its other remedies, Owner may terminate this Agreement upon such failure to pay in accordance with Section 4.2. The Suite Fee payable hereunder shall remain the same and shall not increase until the commencement of the third year of any four year term Agreement, the commencement of the fourth year of any seven year term Agreement or the commencement of the sixth year of any ten year term Agreement (the period when the Suite Fee remains unchanged shall be referred to as the "Freeze Period"). After the Freeze Period, each year by February 1, the Suite Fee is subject to adjustment as follows: A. If in any year the prices charged for Executive Suite tickets for the Florida Marlins' or the Miami Dolphins' home games are increased from the prices charged for such tickets during the preceding year, then the Suite Fee may be increased by the aggregate amount of increased prices for that number of seats in the Executive Suite. (For example, if all ticket prices increased $1.00 per game ticket over the preceding year and the Suite has 12 seats, the increase in the Suite Fee pursuant to this paragraph would be calculated as follows: Dolphins Tickets (10 home games) S1 X 12 X 10 = S120 Suite Fee increase: Marlins tickets (assuming 81 home games) S1 X 12 X 81 = S972 Suite Fee increase.) Notwithstanding the foregoing, the Suite Fee of a Dolphins' Licensee shall not increase due to an increase in the prices of 12 Florida Marlins' tickets and the Suite Fee of a Marlins' Licensee shall not increase due to an increase of prices for Miami Dolphins' tickets. B. The Suite Fee may also be increased each year by an amount of up to five percent (5%) of the Suite Fee for the preceding Contract Year based upon the percentage increase in the Consumer Price Index for National Consumers (as published by the Bureau of Labor Statistics of the U.S. Department of Labor) over the preceding Contract Year. 3.2 Term and Right of First Refusal. The term of this Agreement shall commence upon the execution of this Agreement by both Licensee and Owner, and shall expire on February 28, 2001, unless earlier terminated, pursuant to this Section 3.2. As used in this Agreement, the term "Contract Year" shall mean the twelve-month period commencing March 1, and expiring February 28, during the term, except that in the year of execution, the Contract Year shall commence with the date of execution and expire on February 28th. If this Agreement is a renewal of an existing License Agreement between Owner and Licensee, then the term and initial Contract Year hereunder shall commence upon the expiration of this existing License Agreement. Either Owner or Licensee may terminate his Agreement by delivering written notice of termination to the other between February 1, 1999 and March 1, 1999 and such termination shall become effective upon one party's receipt of the other party's notice of termination. Upon such termination, this Agreement shall forthwith become void and of no further force and effect and the parties hereto shall be released from all future obligations or performance required under this Agreement, provided however that the party exercising the right to terminate shall be in good standing of its performance obligations under the Agreement. After any such termination under this Section 3.2, Owner shall be free to relicense the Suite to a third party without obligation to Licensee. If not in default in the performance of Licensee's obligations under this Agreement, Licensee shall have the right of first refusal to renew this license after the expiration of the term of this Agreement at such suite fee and on such other terms and conditions as Owner may, in its discretion, determine. The Licensee's right of first refusal shall be offered and exercised in accordance with the following procedures. On or about the thirteenth month prior to the expiration of the term of this Agreement, Owner shall submit to Licensee a license agreement which sets forth the suite fee and other terms and conditions offered by Owner for the license of the Suite. Licensee may exercise its right of first refusal by executing and returning such license agreement to Owner, together with any deposit or other payment which may be required thereunder, within thirty (30) days after the agreement is sent to Licensee by Owner. If Licensee shall not timely return such agreement to Owner together with the required deposit or payment, then this right of first refusal shall terminate and Owner shall be free to offer the Suite for license to a third party. 13 3.3 Security Deposit. As security for the prompt and full payment of the Suite Fee and the full and faithful performance by Licensee of each and every other obligation of Licensee under this Agreement, Licensee has deposited with Owner the sum set forth in Paragraph B as the "Security Deposit," the receipt of which is hereby acknowledged by Owner. It is a condition of the Bank that is financing the construction of the Stadium that Owner collect a security deposit and that such deposit be held throughout the entire term. Accordingly, the Security Deposit shall remain with Owner throughout the term of this Agreement and Licensee may not apply such deposit to its obligations to pay annual Suite Fees. The Security Deposit may be commingled by Owner with its independent funds, and may be used by Owner for payment of any and all indebtedness incurred by Owner in connection with the construction of the Stadium and the improvements located thereon. No interest shall be paid to Licensee on the Security Deposit. If, at any time during the term of this Agreement, any portion of the Suite Fee or any other amount payable by Licensee to Owner pursuant to this Agreement is not promptly paid when due, then Owner may, without waiving any other remedy which it may have under this Agreement, appropriate and apply all or any portion of the Security Deposit to the payment of such amount. Licensee shall, in such event and upon written demand of Owner forthwith, remit to Owner an amount sufficient to restore the Security Deposit to the original sum deposited, and Licensee's failure to do so within five (5) business days after receipt of such demand shall constitute a breach of this Agreement. If Licensee's right to the use and possession of the Suite is terminated pursuant to Section 4.2 above, then Owner may, at its option, appropriate and apply the Security Deposit, or so much thereof as may be necessary, to compensate Owner for any loss or damage sustained or suffered by Owner due to Licensee's breach. Otherwise, the Security Deposit shall be returned to Licensee at the expiration of the term of this Agreement, or any renewal term, less any costs and expenses incurred by Owner in restoring the Suite to the condition required hereunder. 14 SCHEDULE 4 Other Terms and Conditions 4.1 Covenants of Licensee. Licensee covenants and agrees with Owner as follows: A. While in possession of the Suite, Licensee shall keep and maintain the Suite in good repair, order and condition, except for normal wear and tear, and shall reimburse Owner for costs incurred by Owner to repair any damage caused by Licensee or Licensee's guests to the Suite or to the property of Owner therein. License shall not be responsible for any damage caused by persons using the Suite other than Licensee or Licensee's guests. B. Licensee and Licensee's guests shall abide by and observe rules and regulations established from time to time by Owner pertaining to the use and occupancy of the Suite provided, however, that such rules and regulations do not materially interfere with Licensee's use and enjoyment of the Suite for the purposes intended. C. Licensee and Licensee's guests shall at all times maintain proper decorum while using the Suite and shall comply with all present and future laws, ordinances, orders, rules and regulations of all governmental authorities and will not suffer or permit to remain any use or manner of use of the Suite in violation thereof. D. Licensee shall not permit the preparation of food in the Suite nor shall Licensee permit any food or beverage to be brought into the Suite, except such food or beverage provided exclusively through the Stadium caterer or otherwise purchased at the Stadium. 4.2 Default. In the event Licensee fails to pay when due any amounts (including, without limitation, the Suite Fee) to be paid by Licensee pursuant to this Agreement or otherwise defaults in the performance or observation of its duties and obligations under this Agreement. Owner may, at its option, terminate the rights of Licensee hereunder by giving Licensee twenty (20) days prior written notice. In the event that Licensee shall not have cured the default or breach specified in said notice within said twenty (20) day period, then Owner may terminate the right of Licensee to the use and possession of the Suite and all other rights or privileges of Licensee under this Agreement and declare the entire unpaid balance of the Suite Fee immediately due and payable, whereupon Owner shall have no further obligation of any kind to Licensee and may enter the Suite and remove all items of property of Licensee for storage at Licensee's expense. Owner may, without waiving any other right or remedy to which it may be entitled, immediately apply the Security Deposit to Licensee's obligations to pay the Suite Fee or other amounts owned to Owner as a result of such default. Upon Owner's termination of Licensee's license to use the Suite, Owner 15 shall be free to relicense the Suite a third party without obligation to Licensee. Owner may relicense the right to the use and possession of the Suite to another party; provided that, if there are any other Suites in the Stadium available to be licensed, Owner may give priority to licensing such other suites. Licensee shall remain obligated to make all payments due or becoming due under this Agreement, but if Owner licenses the right to the use and possession of the Suite to another party, then all amounts received from such other party applicable to any remaining period of this Agreement shall be applied first to the expense of relicensing and then to the reduction of any obligations of Licensee to Owner under this Agreement. If the consideration collected by Owner upon any such relicensing is not sufficient to pay the full amount of all such obligations of Licensee, Licensee shall pay any such deficiency upon demand. The foregoing remedies of owner shall not be to the exclusion of any other right or remedy set forth herein or otherwise available to Owner in law or in equity. Licensee shall be responsible for all reasonable attorney's fees and costs incurred by Owner in the enforcement of this Agreement whether or not litigation is actually commenced. In the event that such enforcement results in trial, the prevailing party shall be entitled to recover all reasonable attorney's fees incurred as a result hereof, including fees and costs of any appellate proceedings. LICENSEE AND OWNER HEREBY WAIVE TRIAL BY JURY. No waiver by Owner of any default or breach by Licensee of its obligations hereunder shall be construed to be a waiver or release of any other or subsequent default or breach by Licensee hereunder, and no failure or delay by Owner in the exercise of any remedy provided for herein shall be construed to constitute a forfeiture or waiver thereof or of any other right or remedy available to Owner. 4.3 Strikes, Damage, Destruction, Etc. In the event of any damage to or destruction of the Suite or the Stadium which renders the Suite or the Stadium unusable, then, Owner shall attempt to relocate Licensee to another executive suite at the Stadium. However, if Owner is unable to relocate Licensee to another executive suite at the Stadium, then, the Suite Fee payable hereunder shall be abated during the period of time that the Suite is unusable. Any such abatement of the Suite Fee shall be computed annually by dividing the number of games and other events for which the Suite was unusable by Licensee by the total number of games and events in the Stadium for which Licensee was entitled use during the applicable year including the number of such scheduled games and events which were canceled as a result of any such damage or destruction. Any such abatement shall be offset against the next succeeding installment of the Suite Fee payable by Licensee. If in the event of any damage to or destruction of the Suite or the Stadium, Owner elects not to repair or restore same, this Agreement shall terminate as of the date of such damage or destruction, and the entire amount of the abatement shall be promptly paid to Licensee. In the event of force majeure or any strike or other labor disturbance which results in the cancellation of any Miami Dolphins' or Florida Marlins' scheduled game(s) at the Stadium, or the cancellation of any other scheduled events(s) at the Stadium, then, the Owner 16 shall return to Licensee, as Licensee's sole and exclusive remedy for such termination or cancellation, the aggregate ticket price for admission to any such canceled game(s) or event(s) purchased by Licensee for the Suite. In the event that the Florida Marlins shall relocate and shall play its home games at a ball park other than the Stadium, then, the Owner shall return to Licensee, as Licensee's sole and exclusive remedy for such relocation, the aggregate ticket price paid by Licensee for admission to the Suite for any Florida Marlins' games which are not played at the Stadium. 4.4 Access by Owner. --------------- Owner, its officers, agents, employees, and representatives shall be entitled to have access to the Suite on such occasions and to such extent as Owner, shall in its sole discretion, deem necessary or appropriate for the proper performance of the duties and obligations required or contemplated to be performed by Owner or to be observed by Licensee under this Agreement for the compliance with the rules and regulations governing use of the Stadium. For such purposes, Owner shall retain duplicate keys to the Suite and the cabinets in the Suite, and Licensee shall not change the locks or place any additional locks on, or otherwise restrict or impede Owner's access to, the Suite or the cabinets therein. 4.5 Owner's Right to Relocate. ------------------------- Owner expressly reserves the right after the execution and during the term of this Agreement, at its sole cost and expense, to remove the Licensee from the Suite and relocate the Licensee to some other suite of Owner's choosing of the same approximate size, if Owner determines that such relocation is necessary in connection with any construction or renovation projects at the Stadium. Licensee, by the execution of this Agreement, acknowledges the foregoing right of Owner, and no rights granted in this Agreement to Licensee shall be deemed to have been breached or interfered with by reason of Owner's exercise of the right of relocation reserved in this Section 4.5. Licensee agrees that Owner's exercise of its election to remove and relocate Licensee shall not terminate this Agreement or release the Licensee, in whole or in part, from Licensee's obligation to pay the Suite Fees and perform the covenants and agreements under this Agreement for the full term of this Agreement. 4.6 Disclaimer of Liability. ----------------------- Owner shall not be liable or responsible for any loss, damage, or injury to any person or to any property of Licensee or Licensee's guests in or upon the Suite or the Stadium, resulting from any cause whatsoever, including but not limited to theft and vandalism, and including the sole of joint negligence of Owner, unless due to the intentional misconduct of Owner or Owner's employees, agents or other representatives. In addition, Licensee agrees to indemnify and hold Owner harmless from and against any liability, losses, claims, demands, costs and expenses including attorney's fees and litigation expenses arising out of any personal injury or property damage occurring in or upon the Suite or the Stadium due to or resulting from the breach by Licensee or Licensee's 17 guests of any of the terms and conditions of this Agreement or of any applicable laws, rules, regulations or orders of any governmental agency having appropriate jurisdiction over the Stadium, the Suite or over any actions or negligence of Licensee, or from any other cause whatsoever, including but not limited to the sole or joint negligence of the Owner. 4.7 Third Party Beneficiaries. Owner has heretofore arranged financing for the construction of the Stadium and the Suite with a financial institution (the "Bank"). Licensee acknowledges that Owner has pledged and may in the future pledge its interests in this Agreement to the Bank and that the Bank will be relying on, and will be entitled to rely on, the commitments made by Licensee in this Agreement and that the Bank shall have the rights of a third party beneficiary with respect to this Agreement. 4.8 Miscellaneous. A. Upon the expiration of the term of this Agreement (or, if applicable, upon the expiration of any renewal term pursuant to Licensee's right of first refusal under Section 3.2 hereof) or upon the earlier termination of this Agreement, Licensee shall surrender possession of the Suite to Owner in the condition in which it was originally delivered to Licensee, except for normal wear and tear, and damage caused by casualty or force beyond the control of Licensee or Licensee's guests. B. Licensee shall not sell, assign, sublease, pledge or otherwise transfer or encumber this Agreement, or any of Licensee's rights and obligations hereunder without first offering to Owner the right to accept any such transfer on its own behalf. If Owner does not accept Licensee's offer to assign this Agreement to Owner within ten (10) days after Licensee delivers written notice to Owner of its intent to so transfer this Agreement, Licensee may transfer this Agreement upon obtaining the prior written consent of Owner, which consent may not be unreasonably withheld. Any attempted sale, assignment, sublease, pledge, transfer or encumbrance in contravention of the foregoing shall be null, void and of no force or effect, and shall be deemed to be a breach of this License Agreement by Licensee. Any such breach by Licensee shall give rise to a right by Owner to (i) prohibit admission to the Suite for any purchaser, assignee, subleasee, pledgee or other transferee whom Owner has not approved or provided its consent, and (ii) terminate this License Agreement and following such termination by Owner, Licensee shall forfeit its right to the Security Deposit. Licensee shall indemnify and hold harmless Owner and shall remain fully liable for any property damage, personal injury or death resulting from or arising in connection with any such sale, assignment, pledge, transfer or encumbrance to which Owner has not consented. C. It is understood that Owner has mortgaged, pledged, assigned or otherwise encumbered the Suite, this Agreement and/or the Security Deposit as security for financing improvements to be made to the suites or other facilities operated by Owner in the Stadium or for other purposes of the Owner, and that this Agreement 18 and the rights and interests of Licensee hereunder shall be subordinate thereto; provided that any such mortgagee, pledgee, assignee or the holder of any such lien shall agree in writing to recognize this Agreement and the rights and interests of Licensee hereunder in the event of foreclosure or enforcement of said lien if Licensee is not then in default in the performance of Licensee's obligations under this Agreement. D. All notices, demands and other communications between the parties required or appropriate hereunder shall be in writing and deemed given if mailed, postage prepaid, to the address set forth above for the Owner and to the address set forth in Paragraph B for the Licensee, or to such other address as may be designated by either party, from time to time, in writing. E. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. F. This Agreement and all the terms and provisions hereof shall inure to the benefit of and be binding upon the parties hereto, and their respective successors and permitted assigns. If Licensee is a natural person, this Agreement shall automatically terminate upon the death of Licensee. No amendment or modification of this Agreement shall be effective unless the same is in writing and signed by both Owner and Licensee and is consented to by the Bank. 19 EX-10.3 4 EXECUTIVE SUITE LICENSE AGREEMENT-BROWARD CNTY EXHIBIT 10.3 BROWARD -------------- COUNTY ARENA EXECUTIVE SUITE LICENSE AGREEMENT --------------------------------- Licensee : Extended Stay America, Inc. Address : 450 E. Las Olas Blvd., Suite 1100 Fort Lauderdale, FL 33301 Phone No. : (954) 713-1600 Fax No. (954) 713-1650 Contact Person: Phyllis Korman This License Agreement ("Agreement") is made and entered into by and between ARENA OPERATING COMPANY, LTD., a Florida limited partnership, ("Operator") and Licensee. In consideration of the mutual covenants and agreements set forth in this Agreement, Operator and Licensee do hereby agree as follows: A. Grant of License. Subject to the Basic Terms described below and the Terms and Conditions set forth in this Agreement, Operator hereby grants Licensee the privilege and right to use the executive suite (the "Suite") located at the Broward County Civic Arena, in the City of Sunrise, Florida (the "Arena"). B. Basic Terms. The following terms shall apply to this Agreement: 1. Suite. The Suite and the License granted hereunder shall have the following characteristics: Suite No. SL #46 Annual Suite Fee: $120,000 Security Deposit: $24,000 (see Section 3.2) Security Deposit is due upon execution of this Agreement. 50% of the Initial Suite Fee Payment due on or before March 1st, 1998. Balance of Initial Suite Fee Payment due on or before July 1st, 1998. Annual Payment due on or before September 1st of each succeeding year. The Term of this Agreement is 7 years commencing September 1st, 1998 and expiring on August 31st, 2005 (See Section 3.3). allotted for the Suite shall be sixteen (16) (See Section 2.2). C. Terms and Conditions. The attached Terms and Conditions are incorporated by reference into this Agreement. D. Entire Agreement. This Agreement, consisting of the basic Agreement and the attached Terms and Conditions, constitutes the entire Agreement between the parties. This Agreement supersedes all prior agreements or negotiations concerning the subject matter hereof. No representation, promise or undertaking heretofore or concurrently made, whether in advertising or marketing materials, discussions or otherwise, shall be binding on either party unless specifically set forth herein. IN WITNESS WHEREOF, this Agreement shall become effective and binding upon the parties when executed by both Licensee and Operator, as indicated below. Licensee has reviewed the attached Terms and Conditions of this Agreement and agrees to be bound hereby. ARENA OPERATING COMPANY, LTD., LICENSEE*: a Florida limited partnership By: Arena Operating Company, Inc. a -------------------------------- Florida corporation, its general partner By: By: /s/ George D. Johnson, Jr. ---------------------------------------- ---------------------------- Name: Name: -------------------------------------- -------------------------- Title: Title: CEO ------------------------------------- ------------------------- Date: -------------------------------------- By: ---------------------------- Name: -------------------------- Title: ------------------------- By: ---------------------------- Name: -------------------------- Title: ------------------------- - ---------------- * Each person or persons listed above as Licensee must sign this Agreement. If the Licensee is a corporation or a partnership, the title of the authorized signatory must be included. 2 EX-27.1 5 FINANCIAL DATA SCHEDULE
5 1,000 3-MOS 9-MOS DEC-31-1998 DEC-31-1998 JUL-01-1998 JAN-01-1998 SEP-30-1998 SEP-30-1998 27,121 0 0 0 9,719 0 0 0 0 0 58,887 0 1,547,813 0 60,775 0 1,564,676 0 122,077 0 550,000 0 0 0 0 0 959 0 857,902 0 1,564,676 0 0 0 81,006 205,280 0 0 32,593 87,767 32,831 71,386 0 0 6,429 12,111 9,153 34,016 3,661 13,607 5,492 20,409 0 0 0 0 0 0 5,492 20,409 0.06 0.21 0.06 0.21
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