SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended March 31, 2003
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 001-13125
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) |
| 101 NORTH PINE STREET, SPARTANBURG, SC 29302 |
| (Address of Principal Executive Offices)(Zip Code) |
Registrants telephone number, including area code: (864) 573-1600
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 ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes x No ¨
At April 30, 2003, the registrant had issued and outstanding an aggregate of 94,030,669 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)
| March 31, 2003 |
December 31, 2002(1) | |||||
| ASSETS |
||||||
| Current assets: |
||||||
| Cash and cash equivalents |
$ |
5,761 |
$ |
6,583 | ||
| Accounts receivable |
|
6,475 |
|
5,996 | ||
| Prepaid income taxes |
|
6,913 |
|
7,295 | ||
| Prepaid expenses |
|
5,305 |
|
5,774 | ||
| Deferred income taxes |
|
18,388 |
|
18,920 | ||
| Total current assets |
|
42,842 |
|
44,568 | ||
| Property and equipment, net |
|
2,388,821 |
|
2,372,939 | ||
| Deferred loan costs, net |
|
21,263 |
|
22,336 | ||
| Deferred income taxes |
|
18,000 |
|
18,000 | ||
| Other assets |
|
899 |
|
877 | ||
| $ |
2,471,825 |
$ |
2,458,720 | |||
| LIABILITIES AND STOCKHOLDERS EQUITY |
||||||
| Current liabilities: |
||||||
| Accounts payable |
$ |
22,777 |
$ |
22,793 | ||
| Accrued retainage |
|
8,401 |
|
6,971 | ||
| Accrued property taxes |
|
11,834 |
|
12,947 | ||
| Accrued salaries and related expenses |
|
6,456 |
|
4,834 | ||
| Accrued interest |
|
9,708 |
|
6,724 | ||
| Other accrued expenses |
|
19,760 |
|
18,977 | ||
| Current portion of long-term debt |
|
22,900 |
|
21,695 | ||
| Total current liabilities |
|
101,836 |
|
94,941 | ||
| Deferred income taxes |
|
149,552 |
|
147,046 | ||
| Long-term debt |
|
1,141,744 |
|
1,143,565 | ||
| Commitments and contingencies |
||||||
| Stockholders equity: |
||||||
| Preferred stock, $.01 par value, 10,000,000 shares authorized, no shares issued
and |
||||||
| Common stock, $.01 par value, 500,000,000 shares authorized, 93,976,019 and 93,923,169 shares issued and outstanding, respectively |
|
940 |
|
939 | ||
| Additional paid-in capital |
|
802,200 |
|
801,757 | ||
| Retained earnings |
|
275,553 |
|
270,472 | ||
| Total stockholders equity |
|
1,078,693 |
|
1,073,168 | ||
| $ |
2,471,825 |
$ |
2,458,720 | |||
| (1) | Derived from audited financial statements |
See notes to the unaudited condensed consolidated financial statements
1
EXTENDED STAY AMERICA, INC.
Condensed Consolidated Statements of Income (Unaudited)
(In thousands, except per share data)
| Three Months Ended | ||||||
| March 31, 2003 |
March 31, 2002 | |||||
| Revenue |
$ |
125,218 |
$ |
124,792 | ||
| Property operating expenses |
|
65,947 |
|
60,306 | ||
| Corporate operating and property management expenses |
|
12,024 |
|
12,077 | ||
| Depreciation and amortization |
|
19,950 |
|
19,228 | ||
| Total costs and expenses |
|
97,921 |
|
91,611 | ||
| Income from operations before interest and income taxes |
|
27,297 |
|
33,181 | ||
| Interest expense, net |
|
18,968 |
|
19,239 | ||
| Income before income taxes |
|
8,329 |
|
13,942 | ||
| Provision for income taxes |
|
3,248 |
|
2,414 | ||
| Net income |
$ |
5,081 |
$ |
11,528 | ||
| Net income per common share: |
||||||
| Basic and Diluted |
$ |
0.05 |
$ |
0.12 | ||
| Weighted average shares: |
||||||
| Basic |
|
93,951 |
|
93,437 | ||
| Effect of dilutive options |
|
1,317 |
|
3,531 | ||
| Diluted |
|
95,268 |
|
96,968 | ||
See notes to the unaudited condensed consolidated financial statements
2
EXTENDED STAY AMERICA, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
| Three Months Ended |
||||||||
| March 31, 2003 |
March 31, 2002 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net income |
$ |
5,081 |
|
$ |
11,528 |
| ||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation and amortization |
|
19,950 |
|
|
19,228 |
| ||
| Amortization of deferred loan costs included in interest expense |
|
1,089 |
|
|
1,043 |
| ||
| Deferred income taxes |
|
3,038 |
|
|
1,365 |
| ||
| Changes in operating assets and liabilities |
|
6,653 |
|
|
4,629 |
| ||
| Net cash provided by operating activities |
|
35,811 |
|
|
37,793 |
| ||
| Cash flows from (used in) investing activities: |
||||||||
| Additions to property and equipment |
|
(36,333 |
) |
|
(56,897 |
) | ||
| Other assets |
|
(22 |
) |
|
49 |
| ||
| Net cash used in investing activities |
|
(36,355 |
) |
|
(56,848 |
) | ||
| Cash flows from (used in) financing activities: |
||||||||
| Proceeds from exercise of Company stock options |
|
353 |
|
|
3,363 |
| ||
| Proceeds from long-term debt |
|
3,000 |
|
|
100,000 |
| ||
| Principal payments on long-term debt |
|
(3,616 |
) |
|
(71,000 |
) | ||
| Additions to deferred loan costs |
|
(15 |
) |
|
(1,116 |
) | ||
| Net cash (used in) provided by financing activities |
|
(278 |
) |
|
31,247 |
| ||
| (Decrease) increase in cash and cash equivalents |
|
(822 |
) |
|
12,192 |
| ||
| Cash and cash equivalents at beginning of period |
|
6,583 |
|
|
11,027 |
| ||
| Cash and cash equivalents at end of period |
$ |
5,761 |
|
$ |
23,219 |
| ||
| Noncash investing and financing transactions: |
||||||||
| Capitalized or deferred items included in accounts payable and accrued liabilities |
$ |
17,134 |
|
$ |
22,885 |
| ||
| Supplemental cash flow disclosures: |
||||||||
| Cash paid for: |
||||||||
| Income taxes, net of refunds |
$ |
(264 |
) |
$ |
(3,686 |
) | ||
| Interest expense, net of amounts capitalized |
$ |
17,603 |
|
$ |
15,659 |
| ||
See notes to the unaudited condensed consolidated financial statements
3
EXTENDED STAY AMERICA, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2003
NOTE 1 BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements are unaudited and include the accounts of Extended Stay America, Inc. and subsidiaries (the Company). In this Quarterly Report on Form 10-Q, the words Extended Stay America, Company, we, ours, and us refer to Extended Stay America, Inc. and its subsidiaries unless the context suggests otherwise. 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, 2002 was derived from audited financial statements of the Company but does not include all disclosures required by generally accepted accounting principles.
Operating results for the three-month period ended March 31, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. For further information, refer to the financial statements and footnotes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2002.
For the three months ended March 31, 2003 and 2002, the computation of diluted earnings per share does not include approximately 10.5 million and 2.3 million, respectively, weighted average shares of common stock represented by outstanding options because the exercise price of the options was greater than the average market price of our common stock during the period.
Income Taxes
Our estimated annual effective income tax rate decreased during 2002 from 40% to 39%, reflecting a reduction in estimated state income taxes resulting from state tax planning and credits. Accordingly, the provision for income taxes in the first quarter of 2002 reflects a $3.0 million reduction in expense associated with adjusting our deferred tax assets and liabilities to reflect the lower rate.
Stock Option Plans
At March 31, 2003, we have six stock-based employee compensation plans. We account for those plans under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share for the quarters ended March 31, 2003, and 2002 as if we had applied the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock Based Compensation, to stock-based employee compensation.
4
| Three Months Ended |
||||||||
| March 31, 2003 |
March 31, 2002 |
|||||||
| Net income, as reported |
$ |
5,081 |
|
$ |
11,528 |
| ||
| Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects |
|
(2,206 |
) |
|
(2,465 |
) | ||
| Pro forma net income |
$ |
2,875 |
|
$ |
9,063 |
| ||
| Earnings per share: |
||||||||
| Basic and Diluted-as reported |
$ |
0.05 |
|
$ |
0.12 |
| ||
| Basic-pro forma |
$ |
0.03 |
|
$ |
0.10 |
| ||
| Diluted-pro forma |
$ |
0.03 |
|
$ |
0.09 |
| ||
New Accounting Pronouncement
In January 2003, the FASB issued FASB Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities, to expand upon and strengthen existing accounting guidance that addresses when a company should include the assets, liabilities and activities of another entity in its financial statements. To improve financial reporting by companies involved with variable interest entities (more commonly referred to as special-purpose entities or off-balance sheet structures), FIN 46 requires that a variable interest entity be consolidated by a company if that company is subject to a majority risk of loss from the variable interest entitys activities or entitled to receive a majority of the entitys residual returns or both. Prior to FIN 46, a company generally included another entity in its consolidated financial statements only if it controlled the entity through voting interests. The consolidation requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003, and to older entities in the first fiscal year or interim period beginning after June 15, 2003. The adoption of this interpretation did not have a material effect on our financial statements.
NOTE 2 PROPERTY AND EQUIPMENT
Property and equipment consist of the following: