Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 25, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | STAY | |
Entity Registrant Name | Extended Stay America, Inc. | |
Entity Central Index Key | 1,581,164 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 200,708,399 | |
ESH REIT | ||
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | ESH Hospitality, Inc. | |
Entity Central Index Key | 1,507,563 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Class A common stock | ESH REIT | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 250,493,583 | |
Class B common stock | ESH REIT | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 200,708,399 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
ASSETS | ||
PROPERTY AND EQUIPMENT - Net of accumulated depreciation | $ 3,913,762 | $ 3,921,341 |
RESTRICTED CASH | 190,080 | 84,416 |
CASH AND CASH EQUIVALENTS | 137,104 | 373,239 |
INTANGIBLE ASSETS - Net of accumulated amortization of $7,680 and $7,010 | 29,053 | 29,723 |
GOODWILL | 53,531 | 53,531 |
ACCOUNTS RECEIVABLE - Net of allowance for doubtful accounts of $2,004 and $2,413 | 25,425 | 18,164 |
DEFERRED TAX ASSETS | 12,418 | 0 |
OTHER ASSETS | 45,213 | 48,486 |
TOTAL ASSETS | 4,406,586 | 4,528,900 |
LIABILITIES: | ||
Mortgage loan payable - Net of unamortized deferred financing costs of $13,460 and $19,536 | 1,484,160 | 1,911,621 |
Senior notes payable - Net of unamortized deferred financing costs and debt discount of $36,550 and $10,756 | 1,263,450 | 489,244 |
Term loan facility payable - Net of unamortized deferred financing costs and debt discount of $0 and $4,940 | 0 | 361,523 |
Mandatorily redeemable preferred stock - $0.01 par value, $1,000 redemption value, 8.0%, 350,000,000 shares authorized, 21,202 shares issued and outstanding | 21,202 | 21,202 |
Accounts payable and accrued liabilities | 200,597 | 243,969 |
Deferred tax liabilities | 469 | 12,984 |
Total liabilities | 2,969,878 | 3,040,543 |
COMMITMENTS AND CONTINGENCIES | ||
EQUITY: | ||
Common stock | 2,011 | 2,049 |
Additional paid in capital | 780,084 | 784,194 |
Retained earnings | 130,830 | 102,184 |
Accumulated other comprehensive loss | (7,436) | (8,754) |
Total Extended Stay America, Inc. shareholders’ equity | 905,489 | 879,673 |
Noncontrolling interests | 531,219 | 608,684 |
Total equity | 1,436,708 | 1,488,357 |
TOTAL LIABILITIES AND EQUITY | 4,406,586 | 4,528,900 |
ESH REIT | ||
ASSETS | ||
PROPERTY AND EQUIPMENT - Net of accumulated depreciation | 3,913,454 | 3,920,906 |
RESTRICTED CASH | 165,897 | 60,945 |
CASH AND CASH EQUIVALENTS | 40,109 | 223,256 |
RENTS RECEIVABLE FROM EXTENDED STAY AMERICA, INC. | 30,187 | 4,299 |
DEFERRED RENTS RECEIVABLE FROM EXTENDED STAY AMERICA, INC. | 40,903 | 41,546 |
GOODWILL | 52,245 | 52,245 |
OTHER ASSETS | 10,813 | 13,352 |
TOTAL ASSETS | 4,253,608 | 4,316,549 |
LIABILITIES: | ||
Mortgage loan payable - Net of unamortized deferred financing costs of $13,460 and $19,536 | 1,484,160 | 1,911,621 |
Senior notes payable - Net of unamortized deferred financing costs and debt discount of $36,550 and $10,756 | 1,263,450 | 489,244 |
Term loan facility payable - Net of unamortized deferred financing costs and debt discount of $0 and $4,940 | 0 | 361,523 |
Unearned rental revenues from Extended Stay America, Inc. | 143,686 | 38,321 |
Due to Extended Stay America, Inc. | 107,960 | 64,680 |
Accounts payable and accrued liabilities | 66,505 | 101,997 |
Deferred tax liabilities | 469 | 2,697 |
Total liabilities | 3,066,230 | 2,970,083 |
EQUITY: | ||
Common stock | 4,516 | 4,554 |
Additional paid in capital | 1,170,433 | 1,168,903 |
Preferred stock - no par value, $1,000 liquidation value, 125 shares authorized, issued and outstanding | 73 | 73 |
Retained earnings | 22,694 | 186,306 |
Accumulated other comprehensive loss | (10,338) | (13,370) |
Total equity | 1,187,378 | 1,346,466 |
TOTAL LIABILITIES AND EQUITY | $ 4,253,608 | $ 4,316,549 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Accumulated depreciation | $ 877,897,000 | $ 781,929,000 |
Accumulated amortization of intangible assets | 7,680,000 | 7,010,000 |
Allowance for doubtful accounts | 2,004,000 | 2,413,000 |
Unamortized deferred financing costs | $ 39,427,000 | $ 36,314,000 |
Common stock, par value (dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 3,500,000,000 | 3,500,000,000 |
Common stock, shares issued (shares) | 200,814,546 | 204,593,912 |
Common stock, shares outstanding (shares) | 200,814,546 | 204,593,912 |
Mandatorily Redeemable Preferred Stock | ||
Preferred stock, par value (dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, redemption value | $ 1,000 | $ 1,000 |
Preferred stock, redemption rate (percent) | 8.00% | 8.00% |
Preferred stock, authorized (shares) | 350,000,000 | 350,000,000 |
Preferred stock, issued (shares) | 21,202 | 21,202 |
Preferred stock, outstanding (shares) | 21,202 | 21,202 |
ESH REIT | ||
Accumulated depreciation | $ 862,129,000 | $ 765,034,000 |
Unamortized deferred financing costs | $ 39,012,000 | $ 35,358,000 |
Preferred stock, par value (dollars per share) | $ 0 | $ 0 |
Preferred stock, redemption value (dollars per share) | $ 1,000 | $ 1,000 |
Preferred stock, authorized (shares) | 125 | 125 |
Preferred stock, issued (shares) | 125 | 125 |
Preferred stock, outstanding (shares) | 125 | 125 |
ESH REIT | Class A common stock | ||
Common stock, par value (dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 4,300,000,000 | 4,300,000,000 |
Common stock, shares issued (shares) | 250,493,583 | 250,493,583 |
Common stock, shares outstanding (shares) | 250,493,583 | 250,493,583 |
ESH REIT | Class B common stock | ||
Common stock, par value (dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 7,800,000,000 | 7,800,000,000 |
Common stock, shares issued (shares) | 200,814,546 | 204,593,912 |
Common stock, shares outstanding (shares) | 200,814,546 | 204,593,912 |
Mortgage Loan Payable | ||
Unamortized deferred financing costs | $ 13,460,000 | $ 19,536,000 |
Mortgage Loan Payable | ESH REIT | ||
Unamortized deferred financing costs | 13,460,000 | 19,356,000 |
Term Loan Facility Payable | ||
Unamortized deferred financing costs and debt discount | 0 | 4,940,000 |
Term Loan Facility Payable | ESH REIT | ||
Unamortized deferred financing costs and debt discount | 0 | 4,940,000 |
Senior Notes Payable | ||
Unamortized deferred financing costs and debt discount | 36,550,000 | 10,756,000 |
Senior Notes Payable | ESH REIT | ||
Unamortized deferred financing costs and debt discount | $ 36,550,000 | $ 10,756,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Room revenues | $ 327,833 | $ 335,384 | $ 610,970 | $ 618,682 |
Other hotel revenues | 4,956 | 4,927 | 9,377 | 9,220 |
Total revenues | 332,789 | 340,311 | 620,347 | 627,902 |
Hotel operating expenses | 149,078 | 146,499 | 294,638 | 291,494 |
General and administrative expenses | 23,988 | 26,036 | 48,940 | 49,536 |
Depreciation and amortization | 55,011 | 50,529 | 108,319 | 99,712 |
Total operating expenses | 228,077 | 223,064 | 451,897 | 440,742 |
OTHER INCOME | 0 | 38 | 18 | 41 |
INCOME FROM OPERATIONS | 104,712 | 117,285 | 168,468 | 187,201 |
OTHER NON-OPERATING EXPENSE (INCOME) | 114 | (873) | (764) | 892 |
INTEREST EXPENSE, NET | 35,764 | 35,501 | 82,749 | 66,818 |
INCOME (LOSS) BEFORE INCOME TAX (BENEFIT) EXPENSE | 68,834 | 82,657 | 86,483 | 119,491 |
INCOME TAX (BENEFIT) EXPENSE | 7,448 | 17,852 | 10,344 | 26,826 |
NET INCOME (LOSS) | 61,386 | 64,805 | 76,139 | 92,665 |
NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (657) | (6,822) | 1,636 | (13,134) |
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ 60,729 | $ 57,983 | $ 77,775 | $ 79,531 |
NET INCOME PER COMMON SHARE: | ||||
Net income (loss) per common share - basic (dollars per share) | $ 0.30 | $ 0.28 | $ 0.38 | $ 0.39 |
Net income (loss) per common share - diluted (dollars per share) | $ 0.30 | $ 0.28 | $ 0.38 | $ 0.39 |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING: | ||||
Weighted-average number of common shares outstanding - basic (shares) | 201,600 | 204,227 | 202,955 | 204,117 |
Weighted-average number of common shares outstanding - diluted (shares) | 201,689 | 204,553 | 203,029 | 204,465 |
ESH REIT | ||||
REVENUES: Rental revenues from Extended Stay America, Inc. | $ 116,492 | $ 123,600 | $ 232,734 | $ 246,791 |
Hotel operating expenses | 22,231 | 20,737 | 46,602 | 45,356 |
General and administrative expenses | 4,167 | 4,355 | 7,201 | 8,359 |
Depreciation and amortization | 53,758 | 49,287 | 105,798 | 97,322 |
Total operating expenses | 80,156 | 74,379 | 159,601 | 151,037 |
OTHER INCOME | 0 | 37 | 0 | 37 |
INCOME FROM OPERATIONS | 36,336 | 49,258 | 73,133 | 95,791 |
OTHER NON-OPERATING EXPENSE (INCOME) | (1) | (771) | (774) | 1,066 |
INTEREST EXPENSE, NET | 35,075 | 34,734 | 81,365 | 65,285 |
INCOME (LOSS) BEFORE INCOME TAX (BENEFIT) EXPENSE | 1,262 | 15,295 | (7,458) | 29,440 |
INCOME TAX (BENEFIT) EXPENSE | (209) | 107 | (3,799) | 206 |
NET INCOME (LOSS) | 1,471 | 15,188 | (3,659) | 29,234 |
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS | 1,467 | 15,184 | (3,667) | 29,226 |
ESH REIT | Class A common stock | ||||
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ 814 | $ 8,364 | $ (2,023) | $ 16,100 |
NET INCOME PER COMMON SHARE: | ||||
Net income (loss) per common share - basic (dollars per share) | $ 0 | $ 0.03 | $ (0.01) | $ 0.06 |
Net income (loss) per common share - diluted (dollars per share) | $ 0 | $ 0.03 | $ (0.01) | $ 0.06 |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING: | ||||
Weighted-average number of common shares outstanding - basic (shares) | 250,494 | 250,494 | 250,494 | 250,408 |
Weighted-average number of common shares outstanding - diluted (shares) | 250,494 | 250,494 | 250,494 | 250,408 |
ESH REIT | Class B common stock | ||||
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ 653 | $ 6,820 | $ (1,644) | $ 13,126 |
NET INCOME PER COMMON SHARE: | ||||
Net income (loss) per common share - basic (dollars per share) | $ 0 | $ 0.03 | $ (0.01) | $ 0.06 |
Net income (loss) per common share - diluted (dollars per share) | $ 0 | $ 0.03 | $ (0.01) | $ 0.06 |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING: | ||||
Weighted-average number of common shares outstanding - basic (shares) | 201,600 | 204,227 | 202,955 | 204,117 |
Weighted-average number of common shares outstanding - diluted (shares) | 201,689 | 204,553 | 202,955 | 204,465 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
NET INCOME | $ 61,386 | $ 64,805 | $ 76,139 | $ 92,665 |
FOREIGN CURRENCY TRANSLATION GAIN (LOSS), NET OF TAX OF $824, $0, $824 AND $0 | (686) | 951 | 2,672 | (1,614) |
COMPREHENSIVE INCOME | 60,700 | 65,756 | 78,811 | 91,051 |
COMPREHENSIVE (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (675) | (7,096) | 282 | (11,910) |
COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS | 60,025 | 58,660 | 79,093 | 79,141 |
ESH REIT | ||||
NET INCOME | 1,471 | 15,188 | (3,659) | 29,234 |
FOREIGN CURRENCY TRANSLATION GAIN (LOSS), NET OF TAX OF $824, $0, $824 AND $0 | 45 | 611 | 3,032 | (2,725) |
COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ 1,516 | $ 15,799 | $ (627) | $ 26,509 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Foreign currency translation gain (loss), Tax | $ 824 | $ 0 | $ 824 | $ 0 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands | Total | ESH REIT | ESH REITClass B common stock | Common Stock | Common StockESH REIT | Common StockESH REITClass A common stock | Common StockESH REITClass B common stock | Preferred StockESH REIT | Additional Paid in Capital | Additional Paid in CapitalESH REIT | Retained Earnings | Retained EarningsESH REIT | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive LossESH REIT | Total Shareholders' Equity | Noncontrolling Interests |
Beginning balance at Dec. 31, 2014 | $ 1,389,317 | $ 1,332,033 | $ 2,048 | $ 4,551 | $ 73 | $ 779,447 | $ 1,182,611 | $ 13,833 | $ 150,652 | $ (5,810) | $ (5,854) | $ 789,518 | $ 599,799 | |||
Beginning balance, shares at Dec. 31, 2014 | 204,517,000 | 250,303,000 | 204,517,000 | |||||||||||||
Beginning balance, preferred shares at Dec. 31, 2014 | 125 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net income (loss) | 92,665 | 29,234 | 79,531 | 29,234 | 79,531 | 13,134 | ||||||||||
Foreign currency translation gain (loss), net of tax | (1,614) | (2,725) | (390) | (2,725) | (390) | (1,224) | ||||||||||
Corporation common distributions | (4,101) | (136,594) | (4,101) | (136,594) | (4,101) | |||||||||||
Issuance of common stock | 2,414 | 3 | 2,411 | |||||||||||||
Issuance of common stock, shares | 191,000 | 97,000 | ||||||||||||||
ESH REIT common distributions - $0.30 per Class B common share | (61,474) | (61,474) | ||||||||||||||
Preferred distributions | (8) | (8) | (8) | (8) | ||||||||||||
Equity-based compensation | 3,814 | 263 | $ 1 | 1,590 | 263 | 1,591 | 2,223 | |||||||||
Equity-based compensation, shares | 87,000 | (10,000) | ||||||||||||||
Ending balance at Jun. 30, 2015 | 1,418,599 | 1,224,617 | $ 2,049 | 4,554 | $ 73 | 781,037 | 1,185,285 | 89,263 | 43,284 | (6,200) | (8,579) | 866,149 | 552,450 | |||
Ending balance, shares at Jun. 30, 2015 | 204,604,000 | 250,494,000 | 204,604,000 | |||||||||||||
Ending balance, preferred shares at Jun. 30, 2015 | 125 | |||||||||||||||
Beginning balance at Dec. 31, 2015 | 1,488,357 | $ 1,346,466 | $ 2,049 | 4,554 | $ 73 | 784,194 | 1,168,903 | 102,184 | 186,306 | (8,754) | (13,370) | 879,673 | 608,684 | |||
Beginning balance, shares at Dec. 31, 2015 | 204,594,000 | 250,494,000 | 204,594,000 | |||||||||||||
Beginning balance, preferred shares at Dec. 31, 2015 | 125 | 125 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net income (loss) | 76,139 | $ (3,659) | 77,775 | (3,659) | 77,775 | (1,636) | ||||||||||
Foreign currency translation gain (loss), net of tax | 2,672 | 3,032 | 1,318 | 3,032 | 1,318 | 1,354 | ||||||||||
Corporation common distributions | (12,249) | (136,549) | (12,249) | (136,549) | (12,249) | |||||||||||
Issuance of common stock | 6 | 1,470 | 2 | 6 | 1,468 | 6 | ||||||||||
Issuance of common stock, shares | 1,000 | 199,000 | ||||||||||||||
Repurchase of common stock | $ (60,356) | $ (23,436) | $ (23,400) | $ (40) | (40) | 0 | (36,880) | (23,396) | (36,920) | (23,436) | ||||||
Repurchase of common stock, shares | (4,000,000) | (4,000,000) | (4,000,000) | (3,979,000) | (3,979,000) | |||||||||||
ESH REIT common distributions - $0.30 per Class B common share | $ (61,401) | (61,401) | ||||||||||||||
Preferred distributions | (8) | $ (8) | (8) | (8) | ||||||||||||
Adjustment to noncontrolling interest for change in ownership of ESH REIT | (5,597) | (5,597) | 5,597 | |||||||||||||
Equity-based compensation | 3,548 | 62 | $ 2 | 1,481 | 62 | 1,483 | 2,065 | |||||||||
Equity-based compensation, shares | 199,000 | 1,000 | ||||||||||||||
Ending balance at Jun. 30, 2016 | $ 1,436,708 | $ 1,187,378 | $ 2,011 | $ 4,516 | $ 73 | $ 780,084 | $ 1,170,433 | $ 130,830 | $ 22,694 | $ (7,436) | $ (10,338) | $ 905,489 | $ 531,219 | |||
Ending balance, shares at Jun. 30, 2016 | 200,815,000 | 250,494,000 | 200,815,000 | |||||||||||||
Ending balance, preferred shares at Jun. 30, 2016 | 125 | 125 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Changes in Equity (Unaudited) (Parenthetical) - $ / shares | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Common distributions, per common share (dollars per share) | $ 0.06 | $ 0.04 |
Class B common stock | ||
Common distributions, per common share (dollars per share) | 0.30 | 0.30 |
ESH REIT | Class A common stock | ||
Common distributions, per common share (dollars per share) | 0.30 | 0.30 |
ESH REIT | Class B common stock | ||
Common distributions, per common share (dollars per share) | $ 0.30 | $ 0.30 |
Condensed Consolidated Stateme9
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
OPERATING ACTIVITIES: | ||
Net (loss) income | $ 76,139 | $ 92,665 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation | 107,649 | 99,025 |
Amortization of intangible assets | 670 | 687 |
Foreign currency transaction (gain) loss | (764) | 1,066 |
Amortization and write-off of deferred financing costs and debt discount | 13,816 | 6,864 |
Amortization of above-market ground leases | (68) | (68) |
Loss on disposal of property and equipment | 5,001 | 2,039 |
Equity-based compensation | 5,619 | 4,919 |
Deferred income tax benefit | (25,757) | (5,426) |
Changes in assets and liabilities: | ||
Accounts receivable, net | (7,233) | (10,061) |
Other assets | 269 | (4,900) |
Accounts payable and accrued liabilities | 14,879 | 36,466 |
Net cash provided by operating activities | 190,220 | 223,276 |
INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (109,949) | (74,083) |
Proceeds from asset dispositions, net | 0 | 852 |
Increase in restricted cash and insurance collateral | (105,490) | (118,465) |
Proceeds from insurance recoveries | 2,716 | 1,994 |
Net cash used in investing activities | (212,723) | (189,702) |
FINANCING ACTIVITIES: | ||
Principal payments on mortgage loan | (433,537) | (500,777) |
Principal payments on term loan facility | (366,463) | (8,537) |
Proceeds from senior notes, net of debt discount | 788,000 | 500,000 |
Proceeds from revolving credit facilities | 0 | 65,000 |
Payments on revolving credit facilities | 0 | (65,000) |
Payments of deferred financing costs | (14,717) | (10,677) |
Tax withholdings related to restricted stock unit settlements | (2,071) | (1,105) |
Issuance of common stock | 6 | 0 |
Repurchase of common stock | (60,356) | 0 |
Corporation common distributions | (24,459) | (4,091) |
ESH REIT common distributions | (100,050) | (61,459) |
Preferred distributions | (8) | (8) |
Net cash used in financing activities | (213,655) | (86,654) |
CHANGES IN CASH AND CASH EQUIVALENTS DUE TO CHANGES IN FOREIGN CURRENCY EXCHANGE RATES | 23 | (39) |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (236,135) | (53,119) |
CASH AND CASH EQUIVALENTS - Beginning of period | 373,239 | 121,324 |
CASH AND CASH EQUIVALENTS - End of period | 137,104 | 68,205 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash payments for interest, excluding prepayment and other penalties | 53,664 | 44,911 |
Cash payments for income taxes - Net of refunds | 42,385 | 34,706 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Capital expenditures included in accounts payable and accrued liabilities | 16,142 | 18,623 |
Deferred financing costs included in accounts payable and accrued liabilities | 524 | 799 |
Common distributions included in accounts payable and accrued liabilities | 199 | 10 |
ESH REIT | ||
OPERATING ACTIVITIES: | ||
Net (loss) income | (3,659) | 29,234 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation | 105,798 | 97,322 |
Foreign currency transaction (gain) loss | (774) | 1,066 |
Amortization and write-off of deferred financing costs and debt discount | 13,275 | 6,323 |
Amortization of above-market ground leases | (68) | (68) |
Loss on disposal of property and equipment | 5,001 | 2,039 |
Equity-based compensation | 62 | 263 |
Deferred income tax benefit | (2,247) | 0 |
Changes in assets and liabilities: | ||
Deferred rents receivable from Extended Stay America, Inc. | 644 | (6,540) |
Due to/from Extended Stay America, Inc., net | (4,068) | (7,038) |
Other assets | (66) | (6,587) |
Unearned rental revenues/rents receivable from Extended Stay America, Inc., net | 79,477 | 47,957 |
Accounts payable and accrued liabilities | 9,914 | 16,927 |
Net cash provided by operating activities | 203,289 | 180,898 |
INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (108,201) | (71,155) |
Proceeds from asset dispositions, net | 0 | 852 |
Increase in restricted cash and insurance collateral | (104,952) | (117,635) |
Proceeds from insurance recoveries | 2,716 | 1,994 |
Net cash used in investing activities | (210,437) | (185,944) |
FINANCING ACTIVITIES: | ||
Principal payments on mortgage loan | (433,537) | (500,777) |
Principal payments on term loan facility | (366,463) | (8,537) |
Proceeds from senior notes, net of debt discount | 788,000 | 500,000 |
Proceeds from revolving credit facilities | 0 | 65,000 |
Payments on revolving credit facilities | 0 | (65,000) |
Payments of deferred financing costs | (14,717) | (10,677) |
Net proceeds from Extended Stay America, Inc. | 95,819 | 135,410 |
Issuance of common stock | 1,134 | 2,414 |
Repurchase of common stock | (23,436) | 0 |
Corporation common distributions | (222,791) | (136,579) |
Preferred distributions | (8) | (8) |
Net cash used in financing activities | (175,999) | (18,754) |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (183,147) | (23,800) |
CASH AND CASH EQUIVALENTS - Beginning of period | 223,256 | 33,816 |
CASH AND CASH EQUIVALENTS - End of period | 40,109 | 10,016 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash payments for interest, excluding prepayment and other penalties | 52,694 | 43,911 |
Cash payments for income taxes - Net of refunds | 1,608 | 558 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Capital expenditures included in accounts payable and accrued liabilities | 15,685 | 18,263 |
Deferred financing costs included in accounts payable and accrued liabilities | 524 | 799 |
Common distributions included in accounts payable and accrued liabilities | $ 1,084 | $ 282 |
Condensed Consolidated Statem10
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Statement of Cash Flows [Abstract] | ||
Income tax payments - refunds | $ 665 | $ 91 |
Business, Organization and Basi
Business, Organization and Basis of Consolidation | 6 Months Ended |
Jun. 30, 2016 | |
Business, Organization and Basis of Consolidation | BUSINESS, ORGANIZATION AND BASIS OF CONSOLIDATION Extended Stay America, Inc. (the “Corporation”) was incorporated in the state of Delaware on July 8, 2013. ESH Hospitality, Inc. (“ESH REIT”) was formed as a limited liability company in the state of Delaware on September 16, 2010 and was converted to a corporation on November 5, 2013. On November 18, 2013, the Corporation and ESH REIT completed an initial public offering of 32.5 million Paired Shares (as defined below) for cash consideration of $20.00 per Paired Share, each Paired Share consisting of one share of common stock, par value $0.01 per share, of the Corporation, that is attached to and trades as a single unit with one share of Class B common stock, par value $0.01 per share, of ESH REIT. The Corporation owns, and is expected to continue to own, all of the issued and outstanding Class A common stock of ESH REIT, which represents approximately 55% of the outstanding common stock of ESH REIT. Due to its controlling interest in ESH REIT, the Corporation consolidates the financial position, results of operations, comprehensive income and cash flows of ESH REIT. The term, “the Company,” as used herein refers to the Corporation and its consolidated subsidiaries, including ESH REIT. As of June 30, 2016 and December 31, 2015 , the Company owned and operated 626 hotel properties in 44 U.S. states, consisting of approximately 68,900 rooms, and three hotels in Canada consisting of 500 rooms. The hotel properties are owned by wholly-owned subsidiaries of ESH REIT and are operated by wholly-owned subsidiaries of the Corporation (the “Operating Lessees”) pursuant to leases between ESH REIT and the Operating Lessees. The hotels are managed by ESA Management LLC (“ESA Management”), a wholly-owned subsidiary of the Corporation. The substantial majority of the hotels are operated under the core brand, Extended Stay America. The three hotels in Canada are operated under the brand Extended Stay Canada. The brands are owned by ESH Hospitality Strategies LLC (“ESH Strategies”), also a wholly-owned subsidiary of the Corporation. In December 2015, the Boards of Directors of the Corporation and ESH REIT authorized a combined Paired Share repurchase program for up to $100 million of Paired Shares. In February 2016, the Boards of Directors of the Corporation and ESH REIT authorized an increase of the combined Paired Share repurchase program from $100 million to up to $200 million of Paired Shares. The program expires on December 31, 2016. Repurchases may be made at management's discretion from time to time in the open market, in privately negotiated transactions or by other means (including through Rule 10b5-1 trading plans). Depending on market conditions and other factors, these repurchases may be commenced or suspended without prior notice. As of June 30, 2016 , the Corporation and ESH REIT repurchased and retired approximately 4.0 million Corporation common shares and approximately 4.0 million ESH REIT Class B common shares, respectively, for approximately $37.0 million and $23.4 million , respectively. As of June 30, 2016 , the Corporation had approximately 200.8 million shares of common stock outstanding, approximately 35.8% of which were owned by the public and approximately 64.2% of which were owned by Centerbridge Partners, L.P., Paulson & Co. Inc. and the Blackstone Group, L.P. and their affiliates (collectively, the “Sponsors”) and senior management, including certain directors. As of June 30, 2016 , ESH REIT’s common equity consisted of the following: (i) approximately 250.5 million shares of Class A common stock outstanding (approximately 55% of its common equity), all of which were owned by the Corporation, and (ii) approximately 200.8 million shares of Class B common stock outstanding (approximately 45% of its common equity), approximately 35.8% of which were owned by the public and approximately 64.2% of which were owned by the Sponsors and senior management, including certain directors. As discussed above, each share of ESH REIT Class B common stock is attached to, and trades as a single unit with, one share of Corporation common stock (collectively, this single unit is referred to as a “Paired Share”). As of December 31, 2015, the Corporation had approximately 204.6 million shares of common stock outstanding, approximately 36.9% of which were owned by the public and approximately 63.1% of which were owned by the Sponsors and senior management, including certain directors. As of December 31, 2015, ESH REIT’s common equity consisted of the following: (i) approximately 250.5 million shares of Class A common stock outstanding, all of which were owned by the Corporation, and (ii) approximately 204.6 million shares of Class B common stock outstanding, approximately 36.9% of which were owned by the public and approximately 63.1% of which were owned by the Sponsors and senior management, including certain directors. Basis of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”), and include the financial position, results of operations, comprehensive income, changes in equity and cash flows of the Corporation and its consolidated subsidiaries. Third party equity interests in consolidated subsidiaries are presented as noncontrolling interests. Despite the fact that each share of Corporation common stock is paired on a one-for-one basis with each share of ESH REIT Class B common stock, the Corporation does not own the ESH REIT Class B common stock; therefore, ESH REIT Class B common stock represents a third party equity interest. As such, the rights associated with the ESH REIT Class B common stock, along with other third party equity interests in ESH REIT, which include 125 shares of preferred stock, are presented as noncontrolling interests in the accompanying unaudited condensed consolidated financial statements. Changes in ownership interests in a consolidated subsidiary that do not result in a loss of control are accounted for as equity transactions. All intercompany accounts and transactions have been eliminated. |
ESH REIT | |
Business, Organization and Basis of Consolidation | BUSINESS, ORGANIZATION AND BASIS OF CONSOLIDATION ESH Hospitality, Inc. (“ESH REIT”) was formed as a limited liability company in the state of Delaware on September 16, 2010 and was converted to a corporation on November 5, 2013. Extended Stay America, Inc. (the “Corporation”) was incorporated in the state of Delaware on July 8, 2013. On November 18, 2013, the Corporation and ESH REIT completed an initial public offering of 32.5 million Paired Shares (as defined below) for cash consideration of $20.00 per Paired Share, each Paired Share consisting of one share of common stock, par value $0.01 per share, of the Corporation, that is attached to and trades as a single unit with one share of Class B common stock, par value $0.01 per share, of ESH REIT. The Corporation owns, and is expected to continue to own, all of the issued and outstanding Class A common stock of ESH REIT, which represents approximately 55% of the outstanding common stock of ESH REIT. As of June 30, 2016 and December 31, 2015 , ESH REIT and its subsidiaries owned 626 hotel properties in 44 U.S. states, consisting of approximately 68,900 rooms, and three hotels in Canada consisting of 500 rooms. The hotels are operated by wholly-owned subsidiaries of the Corporation (the “Operating Lessees”) pursuant to leases between ESH REIT and the Operating Lessees. The hotels are managed by ESA Management LLC (“ESA Management”), a wholly-owned subsidiary of the Corporation. The substantial majority of the hotels are operated under the core brand, Extended Stay America. The three hotels in Canada are operated under the brand Extended Stay Canada. The brands are owned by ESH Hospitality Strategies LLC (“ESH Strategies”), also a wholly-owned subsidiary of the Corporation. In December 2015, the Boards of Directors of the Corporation and ESH REIT authorized a combined Paired Share repurchase program for up to $100 million of Paired Shares. In February 2016, the Boards of Directors of the Corporation and ESH REIT authorized an increase of the combined Paired Share repurchase program from $100 million to up to $200 million of Paired Shares. The program expires on December 31, 2016. Repurchases may be made at management's discretion from time to time in the open market, in privately negotiated transactions or by other means (including through Rule 10b5-1 trading plans). Depending on market conditions and other factors, these repurchases may be commenced or suspended without prior notice. As of June 30, 2016 , ESH REIT repurchased and retired approximately 4.0 million ESH REIT Class B common shares for approximately $23.4 million . As of June 30, 2016, ESH REIT’s common equity consisted of the following: (i) approximately 250.5 million shares of Class A common stock outstanding (approximately 55% of its common equity), all of which were owned by the Corporation, and (ii) approximately 200.8 million shares of Class B common stock outstanding (approximately 45% of its common equity), approximately 35.8% of which were owned by the public and approximately 64.2% of which were owned by Centerbridge Partners, L.P., Paulson & Co. Inc. and the Blackstone Group, L.P. and their affiliates (collectively, the “Sponsors”) and senior management, including certain directors. As discussed above, each share of ESH REIT Class B common stock is attached to, and trades as a single unit with, one share of Corporation common stock (collectively, this single unit is referred to as a “Paired Share”). As of December 31, 2015, ESH REIT’s common equity consisted of the following: (i) approximately 250.5 million shares of Class A common stock outstanding, all of which were owned by the Corporation, and (ii) approximately 204.6 million shares of Class B common stock outstanding, approximately 36.9% of which were owned by the public and approximately 63.1% of which were owned by the Sponsors and senior management, including certain directors. Basis of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). All intercompany accounts and transactions have been eliminated. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Interim Presentation— Certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. GAAP have been condensed or omitted in the accompanying unaudited condensed consolidated financial statements. The Company believes the disclosures made are adequate to prevent the information presented from being misleading. However, the unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2015 included in the combined annual report on Form 10-K filed with the U.S. Securities and Exchange Commission ("SEC") on February 23, 2016. The accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal and recurring items) necessary to present fairly the Company’s financial position as of June 30, 2016 , the results of the Company’s operations and comprehensive income for the three and six months ended June 30, 2016 and 2015 and changes in equity and cash flows for the six months ended June 30, 2016 and 2015 . Interim results are not necessarily indicative of full year performance because of the impact of seasonal and short-term variations, including the impact of our hotel renovation program. Use of Estimates —The preparation of the accompanying unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Management used significant estimates to estimate the useful lives of tangible assets as well as the assessment of tangible and intangible assets, including goodwill, for impairment, estimated liabilities for insurance reserves and the grant-date fair value of certain equity-based awards. Actual results could differ from those estimates. Property and Equipment —Property and equipment additions are recorded at cost. Major improvements that extend the life or utility of property or equipment are capitalized and depreciated over a period equal to the shorter of the estimated useful life of the improvement or the remaining estimated useful life of the asset. Ordinary repairs and maintenance are charged to expense as incurred. Depreciation and amortization are recorded on a straight-line basis over estimated useful lives which range from three to 49 years . Management assesses the performance of long-lived assets for potential impairment at least annually, as well as when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of property and equipment is measured by a comparison of the carrying amount of a hotel property to the estimated future undiscounted cash flows expected to be generated by each hotel property. Impairment is recognized when estimated future undiscounted cash flows, including proceeds from disposition, are less than the carrying value of each hotel property. To the extent that a hotel property is impaired, the excess carrying amount of each hotel property over its estimated fair value is recognized as an impairment charge and reduces income from operations. Fair value is determined based upon the discounted cash flows of the hotel property, quoted market prices or independent appraisals, as considered necessary. No impairment charges were recognized during the six months ended June 30, 2016 or 2015 (see Note 5). The estimation of future undiscounted cash flows is inherently uncertain and relies upon assumptions regarding current and future economic and market conditions. If such conditions change, then an impairment charge to reduce the carrying value of a hotel property could occur in a future period in which conditions change. Segments —The Company’s hotel operations represent a single operating segment based on the way the Company manages its business. The Company’s hotels provide similar services, use similar processes to sell those services and sell those services to similar classes of customers. The amounts of long-lived assets and net revenues outside the U.S. are not significant for any period presented. Recently Issued Accounting Standards Compensation—Stock Compensation— In March 2016, the Financial Accounting Standards Board ("FASB") issued an accounting standards update which identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, and certain classifications on the statement of cash flows. The update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods with early application permitted. The Company does not expect the adoption of this update to have a material effect on its consolidated financial statements. Leases— In February 2016, the FASB issued an accounting standards update which introduces a lessee model that requires a right-of-use asset and lease obligation to be presented on the balance sheet for all leases, whether operating or financing. The update eliminates the requirement in current U.S. GAAP for an entity to use bright-line tests in determining lease classification. The update also requires lessors to increase the transparency of their exposure to changes in value of their residual assets and how they manage that exposure. This update will be effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted, and must be applied using a modified retrospective approach, which will require adjustment to all comparative periods presented. The adoption of this update will require the recognition of a right-of-use asset and a lease obligation for the Company’s ground leases and office lease (see Note 11). As of June 30, 2016 , the future minimum lease payments under these operating leases totaled approximately $95.6 million . Intangibles—Goodwill and Other—Internal-Use Software— In April 2015, the FASB issued an accounting standards update which clarifies the accounting for fees paid by a customer in a cloud computing arrangement. This update provides guidance to customers regarding whether a cloud computing arrangement includes the sale or license of software or, alternatively, the sale of a service. The Company adopted this update on January 1, 2016. The adoption of this update did not have a material effect on the Company’s unaudited condensed consolidated financial statements. Consolidation—Amendments to the Consolidation Analysis— In February 2015, the FASB issued an accounting standards update which amends the consolidation requirements under U.S. GAAP, changing the analysis performed by a company to determine whether it has a variable interest in an entity and when to consolidate such entities. The Company adopted this update on January 1, 2016. The adoption of this update did not have a material effect on the Company’s unaudited condensed consolidated financial statements. Income Statement-Extraordinary and Unusual Items— In January 2015, the FASB issued an accounting standards update to simplify income statement presentation by eliminating the concept of extraordinary items. The Company adopted this update on January 1, 2016. The adoption of this update did not have a material effect on the Company’s unaudited condensed consolidated financial statements. Contractual Revenue— Since May 2014, the FASB has issued several accounting standards updates which amend existing revenue recognition accounting standards. These updates are based on the principle that revenue is recognized when an entity transfers goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. These updates also require more detailed disclosure to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. These updates are effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted for interim and annual periods beginning after December 15, 2016. The Company is currently assessing the impact these updates will have on its consolidated financial statements. |
ESH REIT | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Interim Presentation —Certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. GAAP have been condensed or omitted in the accompanying unaudited condensed consolidated financial statements. ESH REIT believes the disclosures made are adequate to prevent the information presented from being misleading. However, the unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2015 included in the combined annual report on Form 10-K filed with the U.S. Securities and Exchange Commission ("SEC") on February 23, 2016. The accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal and recurring items) necessary to present fairly ESH REIT’s financial position as of June 30, 2016 , the results of ESH REIT’s operations and comprehensive income (loss) for the three and six months ended June 30, 2016 and 2015 and changes in equity and cash flows for the six months ended June 30, 2016 and 2015 . Interim results are not necessarily indicative of full year performance because of the impact of accounting for contingent rental payments under contractual lease arrangements. Use of Estimates —The preparation of the accompanying unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Management used significant estimates to estimate the useful lives of tangible assets as well as the assessment of tangible assets and goodwill for impairment and estimated liabilities for insurance reserves. Actual results could differ from those estimates. Property and Equipment —Property and equipment additions are recorded at cost. Major improvements that extend the life or utility of property or equipment are capitalized and depreciated over a period equal to the shorter of the estimated useful life of the improvement or the remaining estimated useful life of the asset. Ordinary repairs and maintenance are charged to expense as incurred. Depreciation and amortization are recorded on a straight-line basis over estimated useful lives which range from three to 49 years . Management assesses the performance of long-lived assets for potential impairment at least annually, as well as when events or changes in circumstances indicate the carrying amount of an asset or group of assets may not be recoverable. Recoverability of property and equipment is measured by a comparison of the carrying amount of a group of hotel properties (groups of hotel properties align with hotels as they are grouped under ESH REIT’s operating leases) to the estimated future undiscounted cash flows expected to be generated by each group of hotel properties. Impairment is recognized when estimated future undiscounted cash flows, including proceeds from disposition, are less than the carrying value of each group of hotel properties. To the extent that a group of hotel properties is impaired, the excess carrying amount of the group of hotel properties over its estimated fair value is recognized as an impairment charge and reduces income from operations. Fair value is determined based upon the discounted cash flows of a group of hotel properties, quoted market prices or independent appraisals, as considered necessary. No impairment charges were recognized during the six months ended June 30, 2016 or 2015 (see Note 5). The estimation of future undiscounted cash flows is inherently uncertain and relies upon assumptions regarding current and future economic and market conditions. If such conditions change, then an impairment charge to reduce the carrying value of a group of hotel properties could occur in a future period in which conditions change. Revenue Recognition —ESH REIT’s sole source of revenues is rental revenue derived from leases with the Operating Lessees. ESH REIT records rental revenues on a straight-line basis as they are earned during the lease terms. Rents receivable from Extended Stay America, Inc. on the accompanying unaudited condensed consolidated balance sheets represent rental amounts contractually due from the Operating Lessees. Deferred rents receivable from Extended Stay America, Inc. on the accompanying unaudited condensed consolidated balance sheets represent the cumulative difference between straight-line rental revenues recognized and rental revenues contractually due from the Operating Lessees. As scheduled rent payments begin to exceed straight-line rental revenue, this amount, approximately $40.9 million as of June 30, 2016 , will gradually decrease through the remainder of the lease term until it is zero at the end of the lease term in October 2018. Lease rental payments received prior to rendering services are included in unearned rental revenues from Extended Stay America, Inc. on the accompanying unaudited condensed consolidated balance sheets. Contingent rental revenues, specifically percentage rental revenues related to hotel revenues of the Operating Lessees, are recognized when such amounts are fixed and determinable (i.e., when percentage rental revenue thresholds have been achieved). Segments —ESH REIT’s business represents a single operating segment based on the way ESH REIT manages its business. ESH REIT’s hotels provide similar services, use similar processes to sell those services and sell those services (i.e., lease the hotel properties) to similar classes of customers. The amounts of long-lived assets and net revenues outside the U.S. are not significant for any period presented. Recently Issued Accounting Standards Compensation—Stock Compensation— In March 2016, the Financial Accounting Standards Board ("FASB") issued an accounting standards update which identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, and certain classifications on the statement of cash flows. The update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods with early application permitted. ESH REIT does not expect the adoption of this update to have a material effect on its consolidated financial statements. Leases— In February 2016, the FASB issued an accounting standards update which introduces a lessee model that requires a right-of-use asset and lease obligation to be presented on the balance sheet for all leases, whether operating or financing. The update eliminates the requirement in current U.S. GAAP for an entity to use bright-line tests in determining lease classification. The update also requires lessors to increase the transparency of their exposure to changes in value of their residual assets and how they manage that exposure. This update will be effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted, and must be applied using a modified retrospective approach, which will require adjustment to all comparative periods presented. The adoption of this update will require the recognition of a right-of-use asset and a lease obligation for ESH REIT’s ground leases (see Note 9). As of June 30, 2016, the future minimum lease payments under these operating leases totaled approximately $85.0 million . Intangibles—Goodwill and Other—Internal-Use Software— In April 2015, the FASB issued an accounting standards update which clarifies the accounting for fees paid by a customer in a cloud computing arrangement. This update provides guidance to customers regarding whether a cloud computing arrangement includes the sale or license of software or, alternatively, the sale of a service. ESH REIT adopted this update on January 1, 2016. The adoption of this update did not have a material effect on ESH REIT’s unaudited condensed consolidated financial statements. Consolidation—Amendments to the Consolidation Analysis— In February 2015, the FASB issued an accounting standards update which amends the consolidation requirements under U.S. GAAP, changing the analysis performed by a company to determine whether it has a variable interest in an entity and when to consolidate such entities. ESH REIT adopted this update on January 1, 2016. The adoption of this update did not have a material effect on ESH REIT’s unaudited condensed consolidated financial statements. Income Statement-Extraordinary and Unusual Items— In January 2015, the FASB issued an accounting standards update to simplify income statement presentation by eliminating the concept of extraordinary items. ESH REIT adopted this update on January 1, 2016. The adoption of this update did not have a material effect on ESH REIT’s unaudited condensed consolidated financial statements. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2016 | |
Net Income (Loss) Per Share | NET INCOME PER SHARE Basic net income per share is computed by dividing net income available to common shareholders by the weighted-average number of shares of the Corporation’s unrestricted common stock outstanding. Diluted net income per share is computed by dividing net income available to common shareholders, as adjusted for potentially dilutive securities, by the weighted-average number of shares of the Corporation’s unrestricted common stock outstanding plus other potentially dilutive securities. Dilutive securities include certain equity-based awards issued under long-term incentive plans (see Note 12). The calculations of basic and diluted net income per share, including a reconciliation of the numerators and denominators, are as follows: Three Months Ended Six Months Ended (in thousands, except per share data) 2016 2015 2016 2015 Numerator: Net income available to common shareholders - basic $ 60,729 $ 57,983 $ 77,775 $ 79,531 Less amounts available to noncontrolling interests assuming conversion — (6 ) — (12 ) Net income available to common shareholders - diluted $ 60,729 $ 57,977 $ 77,775 $ 79,519 Denominator: Weighted-average number of common shares outstanding - basic 201,600 204,227 202,955 204,117 Dilutive securities 89 326 74 348 Weighted-average number of common shares outstanding - diluted 201,689 204,553 203,029 204,465 Net income per common share - basic $ 0.30 $ 0.28 $ 0.38 $ 0.39 Net income per share common share - diluted $ 0.30 $ 0.28 $ 0.38 $ 0.39 |
ESH REIT | |
Net Income (Loss) Per Share | NET INCOME (LOSS) PER SHARE Basic net income (loss) per share is computed by dividing net income (loss) available to Class A and Class B common shareholders by the weighted-average number of shares of ESH REIT’s unrestricted Class A and Class B common stock outstanding, respectively. Diluted net income (loss) per share is computed by dividing net income (loss) available to Class A and Class B common shareholders, as adjusted for potentially dilutive securities, by the weighted-average number of shares of ESH REIT’s unrestricted Class A and Class B common stock outstanding, respectively, plus other potentially dilutive securities. Dilutive securities include certain equity-based awards issued under long-term incentive plans (see Note 10) and are included in the calculation, provided that the inclusion of such securities is not anti-dilutive. The calculations of basic and diluted net income (loss) per share, including a reconciliation of the numerators and denominators, are as follows: Three Months Ended Six Months Ended (in thousands, except per share data) 2016 2015 2016 2015 Numerator: Net income (loss) attributable to common shareholders $ 1,471 $ 15,188 $ (3,659 ) $ 29,234 Less preferred dividends (4 ) (4 ) (8 ) (8 ) Net income (loss) available to common shareholders $ 1,467 $ 15,184 $ (3,667 ) $ 29,226 Class A: Net income (loss) available to common shareholders - basic $ 814 $ 8,364 $ (2,023 ) $ 16,100 Less amounts available to Class B shareholders assuming conversion — (6 ) — (12 ) Net income (loss) available to common shareholders - diluted $ 814 $ 8,358 $ (2,023 ) $ 16,088 Class B: Net income (loss) available to common shareholders - basic $ 653 $ 6,820 $ (1,644 ) $ 13,126 Amounts available to Class B shareholders assuming conversion — 6 — 12 Net income (loss) available to common shareholders - diluted $ 653 $ 6,826 $ (1,644 ) $ 13,138 Denominator: Class A: Weighted-average number of common shares outstanding - basic and diluted 250,494 250,494 250,494 250,408 Class B: Weighted-average number of common shares outstanding - basic 201,600 204,227 202,955 204,117 Dilutive securities 89 326 — 348 Weighted-average number of common shares outstanding - diluted 201,689 204,553 202,955 204,465 Net income (loss) per common share - Class A - basic $ — $ 0.03 $ (0.01 ) $ 0.06 Net income (loss) per common share - Class A - diluted $ — $ 0.03 $ (0.01 ) $ 0.06 Net income (loss) per common share - Class B - basic $ — $ 0.03 $ (0.01 ) $ 0.06 Net income (loss) per common share - Class B - diluted $ — $ 0.03 $ (0.01 ) $ 0.06 Anti-dilutive securities excluded from net income (loss) per common share - Class B - diluted — — 74 — |
Hotel Dispositions
Hotel Dispositions | 6 Months Ended |
Jun. 30, 2016 | |
Hotel Dispositions | HOTEL DISPOSITIONS On December 8, 2015, the Company sold a portfolio of 53 hotel properties, 47 of which operated under the Crossland Economy Studios brand and six of which operated under the Extended Stay America brand, and certain intellectual property of Crossland Economy Studios (the "Portfolio Sale"), for gross proceeds of $285.0 million . The carrying value of this portfolio, including net working capital and allocable goodwill, was approximately $145.4 million , resulting in a gain, net of closing costs and adjustments, of approximately $130.9 million , which was reported in gain on sale of hotel properties in the consolidated statement of operations for the year ended December 31, 2015. This disposition was not reported as a discontinued operation. During the three and six months ended June 30, 2015 , these hotel properties contributed total room and other hotel revenues, total operating expenses and income before income tax expense as follows (in thousands): Three Months Ended Six Months Ended June 30, 2015 Total room and other hotel revenues $ 18,428 $ 35,377 Total operating expenses 11,943 23,736 Income before income tax expense (1) 5,528 9,761 _________________________________ (1) The only interest expense included is related to approximately $86.1 million of ESH REIT's 2012 Mortgage Loan (as defined in Note 7) repaid in conjunction with the Portfolio Sale. |
ESH REIT | |
Hotel Dispositions | HOTEL DISPOSITIONS On December 8, 2015, ESH REIT sold a portfolio of 53 hotel properties, 47 of which operated under the Crossland Economy Studios brand and six of which operated under the Extended Stay America brand, for gross proceeds of $273.0 million . ESH REIT's carrying value of the portfolio, including net working capital and approximately $2.1 million of allocable goodwill, was approximately $148.4 million , resulting in a gain, net of closing costs and adjustments, of approximately $116.6 million , which was reported in gain on sale of hotel properties in the consolidated statement of operations for the year ended December 31, 2015. This disposition was not reported as a discontinued operation. During the three and six months ended June 30, 2015 , these hotel properties contributed rental revenues, total operating expenses and income before income tax expense as follows (in thousands): Three Months Ended Six Months Ended June 30, 2015 Rental revenues from Extended Stay America, Inc. $ 6,792 $ 13,583 Total operating expenses 3,487 7,190 Income before income tax expense (1) 2,349 4,514 _________________________________ (1) The only interest expense included is related to approximately $86.1 million of ESH REIT's 2012 Mortgage Loan (as defined in Note 6) repaid in conjunction with the sale of the portfolio of 53 hotel properties. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2016 | |
Property and Equipment | PROPERTY AND EQUIPMENT Net investment in property and equipment as of June 30, 2016 and December 31, 2015 , consists of the following (in thousands): June 30, 2016 December 31, 2015 Hotel properties: Land and site improvements $ 1,299,815 $ 1,296,918 Building and improvements 2,901,286 2,859,227 Furniture, fixtures and equipment 568,149 522,617 Total hotel properties 4,769,250 4,678,762 Corporate furniture, fixtures, equipment, software and other 20,734 22,833 Undeveloped land parcel 1,675 1,675 Total cost 4,791,659 4,703,270 Less accumulated depreciation: Hotel properties (864,921 ) (767,240 ) Corporate furniture, fixtures, equipment, software and other (12,976 ) (14,689 ) Total accumulated depreciation (877,897 ) (781,929 ) Property and equipment - net $ 3,913,762 $ 3,921,341 During the six months ended June 30, 2016 and 2015 , the Company, using Level 3 unobservable inputs, assessed property and equipment for potential impairment. No impairment charges were recognized during the six months ended June 30, 2016 or 2015 . Quantitative information with respect to unobservable inputs consists of internally developed cash flow models that include the following assumptions, among others: projections of revenues, expenses and hotel related cash flows based on assumed long-term growth rates, demand trends, expected future capital expenditures and estimated discount rates. These assumptions are based on the Company’s historical data and experience, the Company’s budgets, industry projections and micro and macro general economic condition projections. As of June 30, 2016 , substantially all of the hotel properties ( 625 of 629 hotel properties) are pledged as collateral for ESH REIT’s 2012 Mortgage Loan (as defined in Note 7). |
ESH REIT | |
Property and Equipment | PROPERTY AND EQUIPMENT Net investment in property and equipment as of June 30, 2016 and December 31, 2015 , consists of the following (in thousands): June 30, December 31, Hotel properties: Land and site improvements $ 1,300,579 $ 1,297,696 Building and improvements 2,911,000 2,868,943 Furniture, fixtures and equipment 562,329 517,626 Total hotel properties 4,773,908 4,684,265 Undeveloped land parcel 1,675 1,675 Total cost 4,775,583 4,685,940 Less accumulated depreciation (862,129 ) (765,034 ) Property and equipment - net $ 3,913,454 $ 3,920,906 During the six months ended June 30, 2016 and 2015 , ESH REIT, using Level 3 unobservable inputs, assessed property and equipment for potential impairment. No impairment charges were recognized during the six months ended June 30, 2016 or 2015 . Quantitative information with respect to unobservable inputs consists of internally developed cash flow models that include the following assumptions, among others: projections of revenues, expenses and hotel related cash flows based on assumed long-term growth rates, demand trends, expected future capital expenditures and estimated discount rates. These assumptions are based on ESH REIT’s historical data and experience, budgets, industry projections and micro and macro general economic condition projections. As of June 30, 2016 , substantially all of the hotel properties ( 625 of 629 hotel properties) are pledged as collateral for ESH REIT’s 2012 Mortgage Loan (as defined in Note 6). |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | INTANGIBLE ASSETS AND GOODWILL The Company’s intangible assets and goodwill as of June 30, 2016 and December 31, 2015 , consist of the following (dollars in thousands): June 30, 2016 Estimated Gross Accumulated Net Definite-lived intangible assets—customer relationships 20 years $ 26,800 $ (7,680 ) $ 19,120 Indefinite-lived intangible assets—trademarks 9,933 — 9,933 Total intangible assets 36,733 (7,680 ) 29,053 Goodwill 53,531 — 53,531 Total intangible assets and goodwill $ 90,264 $ (7,680 ) $ 82,584 December 31, 2015 Estimated Gross Accumulated Net Definite-lived intangible assets—customer relationships 20 years $ 26,800 $ (7,010 ) $ 19,790 Indefinite-lived intangible assets—trademarks 9,933 — 9,933 Total intangible assets 36,733 (7,010 ) 29,723 Goodwill 53,531 — 53,531 Total intangible assets and goodwill $ 90,264 $ (7,010 ) $ 83,254 The remaining weighted-average amortization period for definite-lived intangible assets is approximately 14 years as of June 30, 2016 . Estimated future amortization expense for definite-lived intangible assets is as follows (in thousands): Years Ending December 31, Remainder of 2016 $ 670 2017 1,340 2018 1,340 2019 1,340 2020 1,340 Thereafter 13,090 Total $ 19,120 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt | DEBT Summary - The Company’s outstanding debt, net of unamortized debt discounts and unamortized deferred financing costs as of June 30, 2016 and December 31, 2015 , consists of the following (dollars in thousands): Stated (1) Outstanding Principal Unamortized Deferred Financing Costs (10) Interest Rate Loan June 30, December 31, June 30, 2016 December 31, 2015 Stated Interest Rate June 30, December 31, Maturity Date Mortgage loan 2012 Mortgage Loan - Component B $ 350,000 $ — $ 111,157 $ — $ 784 3.4047 % N/A 3.4047 % 12/1/2017 2012 Mortgage Loan - Component C 1,820,000 1,497,620 1,820,000 13,460 18,752 4.0547 % 4.0547 % 4.0547 % 12/1/2019 Term loan facility 2014 Term Loan 375,000 — 365,157 (2) — 3,635 LIBOR (3)(4) + 4.25% N/A 5.00 % 6/24/2019 Senior notes 2025 Notes (5) 1,300,000 1,288,384 (6) 500,000 24,934 10,756 5.25 % 5.25 % 5.25 % 5/1/2025 Revolving credit facilities ESH REIT Revolving Credit Facility (7) 250,000 (8) — — 618 1,431 LIBOR (3) + 3.00% N/A N/A 11/18/2016 (9) Corporation Revolving Credit Facility (7) 50,000 — — 415 956 LIBOR (3) + 3.75% N/A N/A 11/18/2016 (9) Total $ 2,786,004 $ 2,796,314 $ 39,427 $ 36,314 _________________________________ (1) Amortization is interest only. (2) The 2014 Term Loan is presented net of an unamortized debt discount of approximately $1.3 million as of December 31, 2015 . (3) London Interbank Offering Rate. (4) The 2014 Term Loan included a LIBOR floor of 0.75% . (5) In March 2016, ESH REIT issued an additional $800.0 million of its 2025 Notes. (6) The 2025 Notes are presented net of an unamortized debt discount of approximately $11.6 million as of June 30, 2016 . (7) Each revolving credit facility's unamortized deferred financing costs are included in other assets in the accompanying unaudited condensed consolidated balance sheets. (8) ESH REIT is able to request to increase the facility to an amount of up to $350.0 million at any time, subject to certain conditions. (9) Each revolving credit facility is subject to a one -year extension option. (10) As of December 31, 2015, the Company early adopted FASB accounting standards updates which require that debt issuance costs related to a recognized debt liability, excluding revolving credit facilities, are presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with the presentation of debt discounts. During the six months ended June 30, 2016, ESH REIT issued $800.0 million of additional 2025 Notes (as defined below) at 98.5% of par value. ESH REIT received net proceeds of approximately $772.8 million , which, together with cash on hand, were used to fully repay the balance of approximately $366.5 million outstanding under its 2014 Term Loan (as defined below) and repay approximately $433.5 million of the outstanding balance under its 2012 Mortgage Loan (as defined below), which consisted of approximately $111.2 million of Component B and approximately $322.3 million of Component C. ESH REIT incurred approximately $12.1 million of debt extinguishment costs in connection with the full repayment of the 2014 Term Loan and partial repayment of the 2012 Mortgage Loan, consisting of the write-off of unamortized deferred financing costs and debt discount of approximately $8.4 million and prepayment penalties and other costs of approximately $3.7 million . Debt extinguishment costs are included as a component of net interest expense in the accompanying unaudited condensed consolidated statements of operations. ESH REIT Mortgage Loan On November 30, 2012, subsidiaries of ESH REIT entered into a $2.52 billion mortgage loan comprised of three components (the “2012 Mortgage Loan”). After giving effect to principal repayments, including the March 2016 repayment discussed above, monthly required interest-only payments are approximately $5.1 million . Principal amounts, interest rates and maturities of components of the 2012 Mortgage Loan are included in the table above. Component C of the 2012 Mortgage Loan may be prepaid without incurring a prepayment penalty or premium. As of June 30, 2016 and December 31, 2015, substantially all of ESH REIT’s hotel properties served as collateral for the 2012 Mortgage Loan. ESH REIT guarantees, under a customary recourse carve out guaranty (i) under certain limited circumstances, losses related to the 2012 Mortgage Loan plus enforcement costs incurred by the lenders and (ii) under certain other limited circumstances, repayment of the 2012 Mortgage Loan up to an aggregate liability under this clause (ii) of $252.0 million plus enforcement costs. In connection with the 2012 Mortgage Loan, the Loan Parties (as defined in the agreement governing the 2012 Mortgage Loan) made certain representations, warranties and covenants customary in similar mortgage loan transactions, including, without limitation, regarding the ownership and operation of the hotels and standard special purpose bankruptcy remote entity provisions that are provided in order to make certain that each loan party (and certain specified affiliates) will maintain a prescribed level of separateness to forestall a substantive consolidation of such entities in the event of a bankruptcy action. The occurrence of a Mortgage Loan Event of Default, a Debt Yield Trigger Event (a Debt Yield, as defined, of less than 9.0% ), or a Guarantor Bankruptcy Event triggers a Cash Trap Event, each as defined. During the period of a Cash Trap Event, any excess cash flow, after all monthly requirements (including the payment of management fees and operating expenses) are fully funded, is held by the loan service agent as additional collateral for the 2012 Mortgage Loan. As of June 30, 2016 , none of these events had occurred and the Debt Yield was approximately 37.8% . A right of contribution agreement provides that if any funds of the Corporation are needed and used to service ESH REIT’s obligations under the 2012 Mortgage Loan, such as in the case of a Cash Trap Event, ESH REIT shall be obligated to reimburse the Corporation, with interest, for the amount of any such funds that were applied for this purpose as soon as permitted under the 2012 Mortgage Loan. Interest shall accrue on ESH REIT’s reimbursement obligation at the relevant applicable federal rate as determined under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the "Code"). In lieu of cash payment, the Corporation may elect, at its option, to receive payment in the form of additional shares of Class A common stock of ESH REIT of an equivalent value. The 2012 Mortgage Loan is subject to certain customary events of default. Upon the occurrence of an Event of Default, as defined, the lender may, among other things, take the following actions: (i) accelerate the maturity date of the 2012 Mortgage Loan, (ii) foreclose on any or all of the mortgages securing the mortgage loan or (iii) apply amounts on deposit in the reserve accounts to pay the debt service on the 2012 Mortgage Loan. All receipts from the mortgaged properties are required to be deposited into a domestic cash management account (“CMA”) for hotels in the U.S. and a Canadian CMA for hotels in Canada. Such CMAs are under the control of the loan service agent as specified by the terms of the mortgage loan agreement and cash management agreements and are, therefore, classified as restricted cash on the accompanying unaudited condensed consolidated balance sheets. Receipts are allocated to CMA subaccounts for hotel occupancy/goods and services sales taxes, real estate taxes, insurance, ground leases, operating expenses (including management fees and reimbursements), capital improvements and mortgage debt service. Funds in excess of a month’s Canadian waterfall requirements are converted to U.S. dollars and transferred to the domestic CMA. Funds in excess of a month’s domestic waterfall requirements are distributed to the Corporation and/or ESH REIT so long as no Cash Trap Event has occurred. ESH REIT Term Loan Facility On March 18, 2016, using a portion of the net proceeds from its issuance of $800.0 million of additional 2025 Notes (as defined below), together with cash on hand, ESH REIT fully repaid the remaining outstanding balance of approximately $366.5 million of its $375.0 million term loan facility (the “2014 Term Loan”) originally entered into in June 2014. The 2014 Term Loan was scheduled to mature on June 24, 2019 and bore interest at a rate equal to (i) LIBOR (subject to a floor of 0.75% ) plus 4.25% , or (ii) a base rate (determined by reference to the highest of (1) the prime lending rate, (2) the overnight federal funds rate plus 0.5% , or (3) the one-month adjusted LIBOR rate (subject to a floor of 0.75% ) plus 1.0% ) plus 3.25% . There was no scheduled amortization on the 2014 Term Loan; however, subject to certain exceptions, mandatory prepayments of up to 50% of Excess Cash Flow may have been required, based on ESH REIT’s Consolidated Leverage Ratio, each as defined. ESH REIT made a mandatory prepayment of approximately $8.5 million during the three months ended March 31, 2015. Obligations under the 2014 Term Loan were guaranteed by certain of ESH REIT’s domestic subsidiaries. The 2014 Term Loan was secured by a first-priority security interest in substantially all of the assets of ESH REIT and the guarantors under the facility on a pari passu basis with obligations under the ESH REIT Revolving Credit Facility (as defined below), with certain exceptions, including certain entities that were not pledged pursuant to the 2012 Mortgage Loan. Subject to an intercreditor agreement, that, among other things, provided priority in favor of the ESH REIT Revolving Credit Facility under certain circumstances, the 2014 Term Loan was prepayable prior to its maturity, subject to a prepayment penalty on or after December 24, 2015 but prior to June 24, 2016 in an amount equal to 1.0% of the aggregate principal amount repaid. As such, the March 2016 repayment discussed above resulted in a prepayment penalty of approximately $3.7 million . The 2014 Term Loan contained a number of restrictive covenants that, among other things and subject to certain exceptions, restricted ESH REIT’s ability and the ability of its subsidiaries to incur additional indebtedness, pay distributions and make other restricted payments, engage in transactions with ESH REIT’s affiliates, sell all or substantially all of its assets, merge and create liens. The 2014 Term Loan also contained certain customary affirmative covenants and events of default. During a Trigger Event, an Adjusted Trigger Event, a Default or an Event of Default, each as defined, ESH REIT was restricted from making cash distributions, subject to certain exceptions. ESH REIT Senior Notes On May 15, 2015, ESH REIT issued $500.0 million of its 5.25% senior notes due in 2025 (the “2025 Notes”) under an indenture (the “Indenture”) with Deutsche Bank Trust Company Americas, as trustee, at 100% of their par value in a private placement pursuant to Rule 144A of the Securities Act. On March 18, 2016, ESH REIT issued an additional $800.0 million of its 2025 Notes under the Indenture at 98.5% of their par value in a private placement pursuant to Rule 144A of the Securities Act. ESH REIT used the net proceeds from the 2015 offering, together with cash on hand, to repay $500.0 million of the outstanding balance under its 2012 Mortgage Loan. ESH REIT used the net proceeds from the 2016 offering, together with cash on hand, to fully repay the balance of approximately $366.5 million outstanding under its 2014 Term Loan and repay approximately $433.5 million of the outstanding balance under its 2012 Mortgage Loan. The 2025 Notes mature on May 1, 2025 and bear interest at a fixed rate of 5.25% per annum, payable semi-annually in arrears on May 1 and November 1 of each year. The 2025 Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis by each of ESH REIT’s subsidiaries that guarantee ESH REIT’s obligations under the ESH REIT Revolving Credit Facility. The 2025 Notes rank equally in right of payment with ESH REIT’s existing and future senior unsecured indebtedness, and senior in right of payment to all future subordinated indebtedness, if any. The 2025 Notes are effectively junior to any of ESH REIT’s secured indebtedness to the extent of the value of the assets securing such indebtedness. ESH REIT may redeem the 2025 Notes at any time on or after May 1, 2020, in whole or in part, at a redemption price equal to 102.625% of the principal amount, declining annually to 100% of the principal amount from May 1, 2023 and thereafter, plus accrued and unpaid interest. Prior to May 1, 2020, ESH REIT may redeem the 2025 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount, plus a “make-whole” premium, as defined in the Indenture, plus accrued and unpaid interest. Prior to May 1, 2018, subject to certain conditions, ESH REIT may redeem up to 35% of the aggregate principal amount of the 2025 Notes at a redemption price equal to 105.250% of the aggregate principal amount thereof, plus accrued and unpaid interest, with the net cash proceeds from certain equity offerings, provided 65% of the original amount of the principal remains outstanding after the occurrence of each such redemption. Upon a Change of Control, as defined, holders of the 2025 Notes have the right to require ESH REIT to redeem the 2025 Notes at 101% of the principal amount, plus accrued and unpaid interest. The Indenture contains a number of customary covenants that, subject to certain exceptions, limit ESH REIT’s ability and the ability of certain of its subsidiaries to incur additional debt, create certain liens, pay dividends or distributions, make certain investments and other payments, enter into affiliate transactions, sell assets or merge, consolidate or transfer substantially all of their assets, among other things. ESH REIT was in compliance with all covenants set forth in the Indenture as of June 30, 2016 . Revolving Credit Facilities ESH REIT Revolving Credit Facility— On November 18, 2013, ESH REIT entered into a $250.0 million revolving credit facility (the “ESH REIT Revolving Credit Facility”). Subject to the satisfaction of certain criteria, ESH REIT is able to request to increase the facility to an amount up to $350.0 million at any time. The facility provides for the issuance of up to $50.0 million of letters of credit as well as borrowings on same day notice, referred to as swingline loans, in an amount up to $20.0 million . ESH REIT incurs a fee of 0.35% or 0.175% on the unutilized revolver balance, based on the outstanding amount under the facility, and a fee of 3.125% on outstanding letters of credit. Borrowings under the facility bear interest at a rate equal to an adjusted LIBOR rate or a base rate determined by reference to the highest of (i) the prime lending rate, (ii) the overnight federal funds rate plus 0.5% or (iii) the one-month adjusted LIBOR rate plus 1.0% , plus an applicable margin of 2.00% for base rate loans and 3.00% for LIBOR loans. There is no scheduled amortization under the facility and the facility matures on November 18, 2016 , subject to a one -year extension option. ESH REIT had no letters of credit outstanding under this facility, an outstanding balance drawn of $0 and borrowing capacity available of $250.0 million as of June 30, 2016 and December 31, 2015 . ESH REIT’s obligations under the ESH REIT Revolving Credit Facility are guaranteed by its existing and future direct and indirect domestic subsidiaries, with certain exceptions, including certain entities that may not provide guarantees pursuant to the 2012 Mortgage Loan. The ESH REIT Revolving Credit Facility is secured by a first-priority security interest in substantially all of the assets of ESH REIT and the guarantors under the facility, with certain exceptions, including certain entities that may not be pledged pursuant to the 2012 Mortgage Loan. The ESH REIT Revolving Credit Facility contains a number of covenants that, among other things and subject to certain exceptions, restrict ESH REIT’s ability and the ability of its subsidiaries to incur additional indebtedness, pay distributions and make other restricted payments, engage in transactions with ESH REIT’s affiliates, sell all or substantially all of its assets, merge and create liens. The ESH REIT Revolving Credit Facility also contains certain customary affirmative covenants and events of default. If any loans or obligations are outstanding during any fiscal quarter, the ESH REIT Revolving Credit Facility requires that the Consolidated Leverage Ratio, as defined, calculated as of the end of such fiscal quarter, be less than or equal to 9.00 to 1.0. Further, if loans or obligations are outstanding during any calendar month, the ESH REIT Revolving Credit Facility requires that the Debt Yield or the Adjusted Debt Yield, each as defined, not be less than 9.0% as of the last day of such calendar month. In order to avoid a Trigger Event or an Adjusted Trigger Event, the ESH REIT Revolving Credit Facility requires a Debt Yield and an Adjusted Debt Yield, each as defined, of at least 11.5% . The occurrence of a Trigger Event or an Adjusted Trigger Event would require ESH REIT to repay the outstanding facility balance and cash collateralize outstanding letters of credit and restrict ESH REIT from making cash distributions, subject to certain exceptions. As of June 30, 2016 , the Debt Yield and Adjusted Debt Yield were approximately 37.8% and 20.3% , respectively, and no Trigger Event or Adjusted Trigger Event had occurred. Corporation Revolving Credit Facility— On November 18, 2013, the Corporation entered into a revolving credit facility (the “Corporation Revolving Credit Facility”) of $75.0 million . On November 18, 2014, the borrowing availability under the facility decreased to $50.0 million . The facility provides for the issuance of up to $50.0 million of letters of credit as well as borrowings on same day notice, referred to as swingline loans, in an amount up to $20.0 million . The Corporation incurs a fee of 0.35% or 0.175% on the unutilized revolver balance, based on the outstanding amount under the facility, and a fee of 3.875% on outstanding letters of credit. Borrowings under the facility bear interest at a rate equal to an adjusted LIBOR rate or a base rate determined by reference to the highest of (i) the prime lending rate, (ii) the overnight federal funds rate plus 0.5% or (iii) the one-month adjusted LIBOR rate plus 1.0% , plus an applicable margin of 2.75% for base rate loans and 3.75% for LIBOR loans. There is no scheduled amortization under the facility and the facility matures on November 18, 2016 , subject to a one-year extension option. As of June 30, 2016 and December 31, 2015 , the Corporation had one letter of credit outstanding under this facility of $1.8 million , an outstanding balance drawn of $0 and borrowing capacity available of $48.2 million . The Corporation’s obligations under the Corporation Revolving Credit Facility are guaranteed by its existing and future direct and indirect domestic subsidiaries, with certain exceptions, including, but not limited to, ESH REIT and its subsidiaries and certain other entities that may not provide guarantees pursuant to ESH REIT’s 2012 Mortgage Loan. The Corporation Revolving Credit Facility is secured by a first-priority security interest in substantially all of the assets of the Corporation and the guarantors under the facility, with certain exceptions, including certain entities that may not be pledged pursuant to the 2012 Mortgage Loan. The Corporation Revolving Credit Facility contains a number of covenants that, among other things and subject to certain exceptions, restrict the Corporation’s ability and the ability of its subsidiaries (other than, with certain exceptions, ESH REIT and its subsidiaries) to incur additional indebtedness, pay distributions and make other restricted payments, engage in transactions with the Corporation’s affiliates, sell all or substantially all of their assets, merge and create liens. The Corporation Revolving Credit Facility also contains certain customary affirmative covenants and events of default. If any loans or obligations are outstanding during any fiscal quarter, the Corporation Revolving Credit Facility requires that the Consolidated Leverage Ratio, as defined, calculated as of the end of such fiscal quarter, be less than or equal to 8.75 to 1.0. Further, if loans or obligations are outstanding during any calendar month, the Corporation Revolving Credit Facility requires that the Debt Yield and the Adjusted Debt Yield, each as defined, not be less than 9.0% as at the last day of such calendar month. In order to avoid a Trigger Event or an Adjusted Trigger Event, the Corporation Revolving Credit Facility requires a Debt Yield and an Adjusted Debt Yield, each as defined, of at least 12.0% . The occurrence of a Trigger Event or an Adjusted Trigger Event would require the Corporation to repay the outstanding facility balance and cash collateralize outstanding letters of credit and restrict the Corporation from making cash distributions, subject to certain exceptions. As of June 30, 2016 , the Debt Yield and Adjusted Debt Yield were approximately 37.8% and 20.2% , respectively, and no Trigger Event or Adjusted Trigger Event had occurred. Future Maturities of Debt —The future maturities of debt as of June 30, 2016 , are as follows (in thousands): Years Ending December 31, Remainder of 2016 $ — 2017 — 2018 — 2019 1,497,620 2020 — Thereafter 1,300,000 Total $ 2,797,620 Fair Value of Debt —As of June 30, 2016 and December 31, 2015 , the estimated fair value of ESH REIT’s 2012 Mortgage Loan, 2014 Term Loan and 2025 Notes was approximately $2.8 billion . Estimated fair values are determined by comparing current borrowing rates and risk spreads offered in the market to the stated interest rates and spreads on ESH REIT’s 2012 Mortgage Loan, 2014 Term Loan and 2025 Notes (Level 2 fair value measures) or quoted market prices (Level 1 fair value measures), when available. |
ESH REIT | |
Debt | DEBT Summary —ESH REIT’s outstanding debt, net of unamortized debt discounts and unamortized deferred financing costs as of June 30, 2016 and December 31, 2015 , consists of the following (dollars in thousands): Stated Amount (1) Outstanding Principal Unamortized Deferred Financing Costs (10) Interest Rate Loan June 30, December 31, June 30, 2016 December 31, 2015 Stated Interest Rate June 30, December 31, Maturity Date Mortgage loan 2012 Mortgage Loan - Component B $ 350,000 $ — $ 111,157 $ — $ 784 3.4047 % N/A 3.4047 % 12/1/2017 2012 Mortgage Loan - Component C 1,820,000 1,497,620 1,820,000 13,460 18,752 4.0547 % 4.0547 % 4.0547 % 12/1/2019 Term loan facility 2014 Term Loan 375,000 — 365,157 (2) — 3,635 LIBOR (3)(4) + 4.25% N/A 5.00 % 6/24/2019 Senior notes 2025 Notes (5) 1,300,000 1,288,384 (6) 500,000 24,934 10,756 5.25 % 5.25 % 5.25 % 5/1/2025 Revolving credit facility ESH REIT revolving credit facility (7) 250,000 (8) — — 618 1,431 LIBOR (3) + 3.00% N/A N/A 11/18/2016 (9) Total $ 2,786,004 $ 2,796,314 $ 39,012 $ 35,358 _________________________________ (1) Amortization is interest only. (2) The 2014 Term Loan is presented net of an unamortized debt discount of approximately $1.3 million as of December 31, 2015 . (3) London Interbank Offering Rate. (4) The 2014 Term Loan included a LIBOR floor of 0.75% . (5) In March 2016, ESH REIT issued an additional $800.0 million of its 2025 Notes. (6) The 2025 Notes are presented net of an unamortized debt discount of approximately $11.6 million as of June 30, 2016 . (7) The ESH REIT Revolving Credit Facility's unamortized deferred financing costs are included in other assets in the accompanying unaudited condensed consolidated balance sheets. (8) ESH REIT is able to request to increase the facility to an amount of up to $350.0 million at any time, subject to certain conditions. (9) The ESH REIT Revolving Credit Facility is subject to a one -year extension option. (10) As of December 31, 2015, ESH REIT early adopted FASB accounting standards updates which require that debt issuance costs related to a recognized debt liability, excluding revolving credit facilities, are presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with the presentation of debt discounts. During the six months ended June 30, 2016, ESH REIT issued $800.0 million of additional 2025 Notes (as defined below) at 98.5% of par value. ESH REIT received net proceeds of approximately $772.8 million, which, together with cash on hand, were used to fully repay the balance of approximately $366.5 million outstanding under its 2014 Term Loan (as defined below) and repay approximately $433.5 million of the outstanding balance under its 2012 Mortgage Loan (as defined below), which consisted of approximately $111.2 million of Component B and approximately $322.3 million of Component C. ESH REIT incurred approximately $12.1 million of debt extinguishment costs in connection with the full repayment of the 2014 Term Loan and partial repayment of the 2012 Mortgage Loan, consisting of the write-off of unamortized deferred financing costs and debt discount of approximately $8.4 million and prepayment penalties and other costs of approximately $3.7 million . Debt extinguishment costs are included as a component of net interest expense in the accompanying unaudited condensed consolidated statements of operations. ESH REIT Mortgage Loan On November 30, 2012, subsidiaries of ESH REIT entered into a $2.52 billion mortgage loan comprised of three components (the “2012 Mortgage Loan”). After giving effect to principal repayments, including the March 2016 repayment discussed above, monthly required interest-only payments are approximately $5.1 million . Principal amounts, interest rates and maturities of components of the 2012 Mortgage Loan are included in the table above. Component C of the 2012 Mortgage Loan may be prepaid without incurring a prepayment penalty or premium. As of June 30, 2016 and December 31, 2015, substantially all of ESH REIT’s hotel properties served as collateral for the 2012 Mortgage Loan. ESH REIT guarantees, under a customary recourse carve out guaranty (i) under certain limited circumstances, losses related to the 2012 Mortgage Loan plus enforcement costs incurred by the lenders and (ii) under certain other limited circumstances, repayment of the 2012 Mortgage Loan up to an aggregate liability under this clause (ii) of $252.0 million plus enforcement costs. In connection with the 2012 Mortgage Loan, the Loan Parties (as defined in the agreement governing the 2012 Mortgage Loan) made certain representations, warranties and covenants customary in similar mortgage loan transactions, including, without limitation, regarding the ownership and operation of the hotels and standard special purpose bankruptcy remote entity provisions that are provided in order to make certain that each loan party (and certain specified affiliates) will maintain a prescribed level of separateness to forestall a substantive consolidation of such entities in the event of a bankruptcy action. The occurrence of a Mortgage Loan Event of Default, a Debt Yield Trigger Event (a Debt Yield, as defined, of less than 9.0% ), or a Guarantor Bankruptcy Event triggers a Cash Trap Event, each as defined. During the period of a Cash Trap Event, any excess cash flow, after all monthly requirements (including the payment of management fees and operating expenses) are fully funded, is held by the loan service agent as additional collateral for the 2012 Mortgage Loan. As of June 30, 2016 none of these events had occurred and the Debt Yield was approximately 37.8% . A right of contribution agreement provides that if any funds of the Corporation are needed and used to service ESH REIT’s obligations under the 2012 Mortgage Loan, such as in the case of a Cash Trap Event, ESH REIT shall be obligated to reimburse the Corporation, with interest, for the amount of any such funds that were applied for this purpose as soon as permitted under the 2012 Mortgage Loan. Interest shall accrue on ESH REIT’s reimbursement obligation at the relevant applicable federal rate as determined under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the "Code"). In lieu of cash payment, the Corporation may elect, at its option, to receive payment in the form of additional shares of Class A common stock of ESH REIT of an equivalent value. The 2012 Mortgage Loan is subject to certain customary events of default. Upon the occurrence of an Event of Default, as defined, the lender may, among other things, take the following actions: (i) accelerate the maturity date of the 2012 Mortgage Loan, (ii) foreclose on any or all of the mortgages securing the mortgage loan or (iii) apply amounts on deposit in the reserve accounts to pay the debt service on the 2012 Mortgage Loan. All receipts from the mortgaged properties are required to be deposited into a domestic cash management account (“CMA”) for hotels in the U.S. and a Canadian CMA for hotels in Canada. Such CMAs are under the control of the loan service agent as specified by the terms of the mortgage loan agreement and cash management agreements and are, therefore, classified as restricted cash on the accompanying unaudited condensed consolidated balance sheets. Receipts are allocated to CMA subaccounts for hotel occupancy/goods and services sales taxes, real estate taxes, insurance, ground leases, operating expenses (including management fees and reimbursements), capital improvements and mortgage debt service. Funds in excess of a month’s Canadian waterfall requirements are converted to U.S. dollars and transferred to the domestic CMA. Funds in excess of a month’s domestic waterfall requirements are distributed to the Corporation and/or ESH REIT so long as no Cash Trap Event has occurred. ESH REIT Term Loan Facility On March 18, 2016, using a portion of the net proceeds from its issuance of $800.0 million of additional 2025 Notes (as defined below), together with cash on hand, ESH REIT fully repaid the remaining outstanding balance of approximately $366.5 million of its $375.0 million term loan facility (the “2014 Term Loan”) originally entered into in June 2014. The 2014 Term Loan was scheduled to mature on June 24, 2019 and bore interest at a rate equal to (i) LIBOR (subject to a floor of 0.75% ) plus 4.25% , or (ii) a base rate (determined by reference to the highest of (1) the prime lending rate, (2) the overnight federal funds rate plus 0.5% , or (3) the one-month adjusted LIBOR rate (subject to a floor of 0.75% ) plus 1.0% ) plus 3.25% . There was no scheduled amortization on the 2014 Term Loan; however, subject to certain exceptions, mandatory prepayments of up to 50% of Excess Cash Flow may have been required, based on ESH REIT’s Consolidated Leverage Ratio, each as defined. ESH REIT made a mandatory prepayment of approximately $8.5 million during the three months ended March 31, 2015. Obligations under the 2014 Term Loan were guaranteed by certain of ESH REIT’s domestic subsidiaries. The 2014 Term Loan was secured by a first-priority security interest in substantially all of the assets of ESH REIT and the guarantors under the facility on a pari passu basis with obligations under the ESH REIT Revolving Credit Facility (as defined below), with certain exceptions, including certain entities that were not pledged pursuant to the 2012 Mortgage Loan. Subject to an intercreditor agreement, that, among other things, provided priority in favor of the ESH REIT Revolving Credit Facility under certain circumstances, the 2014 Term Loan was prepayable prior to its maturity, subject to a prepayment penalty on or after December 24, 2015 but prior to June 24, 2016 in an amount equal to 1.0% of the aggregate principal amount repaid. As such, the March 2016 repayment discussed above resulted in a prepayment penalty of approximately $3.7 million . The 2014 Term Loan contained a number of restrictive covenants that, among other things and subject to certain exceptions, restricted ESH REIT’s ability and the ability of its subsidiaries to incur additional indebtedness, pay distributions and make other restricted payments, engage in transactions with ESH REIT’s affiliates, sell all or substantially all of its assets, merge and create liens. The 2014 Term Loan also contained certain customary affirmative covenants and events of default. During a Trigger Event, an Adjusted Trigger Event, a Default or an Event of Default, each as defined, ESH REIT was restricted from making cash distributions, subject to certain exceptions. ESH REIT Senior Notes On May 15, 2015, ESH REIT issued $500.0 million of its 5.25% senior notes due in 2025 (the “2025 Notes”) under an indenture (the “Indenture”) with Deutsche Bank Trust Company Americas, as trustee, at 100% of their par value in a private placement pursuant to Rule 144A of the Securities Act. On March 18, 2016, ESH REIT issued an additional $800.0 million of its 2025 Notes under the Indenture at 98.5% of their par value in a private placement pursuant to Rule 144A of the Securities Act. ESH REIT used the net proceeds from the 2015 offering, together with cash on hand, to repay $500.0 million of the outstanding balance under its 2012 Mortgage Loan. ESH REIT used the net proceeds from the 2016 offering, together with cash on hand, to fully repay the balance of approximately $366.5 million outstanding under its 2014 Term Loan and repay approximately $433.5 million of the outstanding balance under its 2012 Mortgage Loan. The 2025 Notes mature on May 1, 2025 and bear interest at a fixed rate of 5.25% per annum, payable semi-annually in arrears on May 1 and November 1 of each year. The 2025 Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis by each of ESH REIT’s subsidiaries that guarantee ESH REIT’s obligations under the ESH REIT Revolving Credit Facility. The 2025 Notes rank equally in right of payment with ESH REIT’s existing and future senior unsecured indebtedness, and senior in right of payment to all future subordinated indebtedness, if any. The 2025 Notes are effectively junior to any of ESH REIT’s secured indebtedness to the extent of the value of the assets securing such indebtedness. ESH REIT may redeem the 2025 Notes at any time on or after May 1, 2020, in whole or in part, at a redemption price equal to 102.625% of the principal amount, declining annually to 100% of the principal amount from May 1, 2023 and thereafter, plus accrued and unpaid interest. Prior to May 1, 2020, ESH REIT may redeem the 2025 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount, plus a “make-whole” premium, as defined in the Indenture, plus accrued and unpaid interest. Prior to May 1, 2018, subject to certain conditions, ESH REIT may redeem up to 35% of the aggregate principal amount of the 2025 Notes at a redemption price equal to 105.250% of the aggregate principal amount thereof, plus accrued and unpaid interest, with the net cash proceeds from certain equity offerings, provided 65% of the original amount of the principal remains outstanding after the occurrence of each such redemption. Upon a Change of Control, as defined, holders of the 2025 Notes have the right to require ESH REIT to redeem the 2025 Notes at 101% of the principal amount, plus accrued and unpaid interest. The Indenture contains a number of customary covenants that, subject to certain exceptions, limit ESH REIT’s ability and the ability of certain of its subsidiaries to incur additional debt, create certain liens, pay dividends or distributions, make certain investments and other payments, enter into affiliate transactions, sell assets or merge, consolidate or transfer substantially all of their assets, among other things. ESH REIT was in compliance with all covenants set forth in the Indenture as of June 30, 2016 . ESH REIT Revolving Credit Facility On November 18, 2013, ESH REIT entered into a $250.0 million revolving credit facility (the “ESH REIT Revolving Credit Facility”). Subject to the satisfaction of certain criteria, ESH REIT is able to request to increase the facility to an amount up to $350.0 million at any time. The facility provides for the issuance of up to $50.0 million of letters of credit as well as borrowings on same day notice, referred to as swingline loans, in an amount up to $20.0 million . ESH REIT incurs a fee of 0.35% or 0.175% on the unutilized revolver balance, based on the outstanding amount under the facility, and a fee of 3.125% on outstanding letters of credit. Borrowings under the facility bear interest at a rate equal to an adjusted LIBOR rate or a base rate determined by reference to the highest of (i) the prime lending rate, (ii) the overnight federal funds rate plus 0.5% or (iii) the one-month adjusted LIBOR rate plus 1.0% , plus an applicable margin of 2.00% for base rate loans and 3.00% for LIBOR loans. There is no scheduled amortization under the facility and the facility matures on November 18, 2016 , subject to a one -year extension option. ESH REIT had no letters of credit outstanding under this facility, an outstanding balance drawn of $0 and borrowing capacity available of $250.0 million as of June 30, 2016 and December 31, 2015 . ESH REIT’s obligations under the ESH REIT Revolving Credit Facility are guaranteed by its existing and future direct and indirect domestic subsidiaries, with certain exceptions, including certain entities that may not provide guarantees pursuant to the 2012 Mortgage Loan. The ESH REIT Revolving Credit Facility is secured by a first-priority security interest in substantially all of the assets of ESH REIT and the guarantors under the facility, with certain exceptions, including certain entities that may not be pledged pursuant to the 2012 Mortgage Loan. The ESH REIT Revolving Credit Facility contains a number of covenants that, among other things and subject to certain exceptions, restrict ESH REIT’s ability and the ability of its subsidiaries to incur additional indebtedness, pay distributions and make other restricted payments, engage in transactions with ESH REIT’s affiliates, sell all or substantially all of its assets, merge and create liens. The ESH REIT Revolving Credit Facility also contains certain customary affirmative covenants and events of default. If any loans or obligations are outstanding during any fiscal quarter, the ESH REIT Revolving Credit Facility requires that the Consolidated Leverage Ratio, as defined, calculated as of the end of such fiscal quarter, be less than or equal to 9.00 to 1.0. Further, if loans or obligations are outstanding during any calendar month, the ESH REIT Revolving Credit Facility requires that the Debt Yield or the Adjusted Debt Yield, each as defined, not be less than 9.0% as of the last day of such calendar month. In order to avoid a Trigger Event or an Adjusted Trigger Event, the ESH REIT Revolving Credit Facility requires a Debt Yield and an Adjusted Debt Yield, each as defined, of at least 11.5% . The occurrence of a Trigger Event or an Adjusted Trigger Event would require ESH REIT to repay the outstanding facility balance and cash collateralize outstanding letters of credit and restrict ESH REIT from making cash distributions, subject to certain exceptions. As of June 30, 2016 , the Debt Yield and Adjusted Debt Yield were approximately 37.8% and 20.3% , respectively, and no Trigger Event or Adjusted Trigger Event had occurred. Future Maturities of Debt —The future maturities of debt, as of June 30, 2016 , are as follows (in thousands): Years Ending December 31, Remainder of 2016 $ — 2017 — 2018 — 2019 1,497,620 2020 — Thereafter 1,300,000 Total $ 2,797,620 Fair Value of Debt —As of June 30, 2016 and December 31, 2015 , the estimated fair value of ESH REIT’s 2012 Mortgage Loan, 2014 Term Loan and 2025 Notes was approximately $2.8 billion . Estimated fair values are determined by comparing current borrowing rates and risk spreads offered in the market to the stated interest rates and spreads on ESH REIT’s 2012 Mortgage Loan, 2014 Term Loan and 2025 Notes (Level 2 fair value measures) or quoted market prices (Level 1 fair value measures), when available. |
Mandatorily Redeemable Preferre
Mandatorily Redeemable Preferred Stock | 6 Months Ended |
Jun. 30, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Mandatorily Redeemable Preferred Stock | MANDATORILY REDEEMABLE PREFERRED STOCK The Corporation has authorized 350.0 million shares of preferred stock, par value $0.01 per share, of which 21,202 shares of mandatorily redeemable voting preferred stock were issued and outstanding as of June 30, 2016 and December 31, 2015 . Dividends on these preferred shares are payable quarterly in arrears at a rate of 8.0% per year. With respect to dividend, distribution and liquidation rights, the 8.0% voting preferred stock ranks senior to the Corporation’s common stock. Holders of the 8.0% voting preferred stock are generally entitled to one vote for each share and will vote together with the Corporation common stock as a single class on all matters that the Corporation’s common shareholders are entitled to vote upon. On or after November 15, 2018, a holder of the 8.0% voting preferred stock has the right to require the Corporation to redeem in cash the 8.0% voting preferred stock at $1,000 per share plus any accumulated unpaid dividends. On November 15, 2020, the Corporation shall mandatorily redeem all of the 8.0% voting preferred stock at $1,000 per share plus any accumulated unpaid dividends. Due to the fact that the outstanding 8.0% voting preferred stock is mandatorily redeemable by the Corporation, it is classified as a liability on the accompanying unaudited condensed consolidated balance sheets. Dividends on these preferred shares are classified as net interest expense on the accompanying unaudited condensed consolidated statements of operations. Fair Value of Mandatorily Redeemable Preferred Stock —As of June 30, 2016 and December 31, 2015 , the estimated fair value of the 8.0% voting preferred stock was approximately $21.5 million and $21.2 million , respectively. The estimated fair value of the 8.0% voting preferred stock is determined by comparing current borrowing rates and risk spreads offered in the market to the stated interest rates and spreads (Level 2 fair value measures). |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Taxes | INCOME TAXES The Company’s taxable income includes the taxable income of its wholly-owned subsidiaries and distribution income related to its ownership of approximately 55% of ESH REIT. ESH REIT has elected to be taxed and expects to continue to qualify as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Code. A REIT is a legal entity that holds real estate assets and is generally not subject to federal and state income taxes. In order to maintain qualification as a REIT, ESH REIT is required to distribute at least 90% of its taxable income, excluding net capital gain, to its shareholders each year. In addition, ESH REIT must meet a number of complex organizational and operational requirements. If ESH REIT were to fail to qualify as a REIT in any taxable year, it would be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and generally would be precluded from qualifying as a REIT for the subsequent four taxable years following the year during which it lost its REIT qualification. Even in qualifying as a REIT, ESH REIT may be subject to state and local taxes in certain jurisdictions, and is subject to federal income and excise taxes on undistributed income. In 2015 , ESH REIT distributed approximately 95% of its taxable income and utilized its federal net operating loss carryforward of approximately $18.6 million . As a result, in 2015, ESH REIT incurred minimal current federal income tax in the form of alternative minimum tax. ESH REIT intends to distribute its taxable income to the extent necessary to optimize its tax efficiency including, but not limited to, maintaining its REIT status, while retaining sufficient capital for its ongoing needs. Accordingly, ESH REIT expects to distribute approximately 100% of its taxable income for the foreseeable future. As of December 31, 2015, the expectation was to distribute approximately 95% of ESH REIT’s taxable income. As a result of this change, during the three months ended March 31, 2016, the Company recognized a benefit of approximately $1.8 million with respect to the reversal of net deferred tax liabilities recorded as of December 31, 2015, which represented the previously estimated 5% of taxable income to be retained by ESH REIT. In January 2016, ESH REIT paid a special distribution of approximately $86.5 million . Approximately $77.4 million of the special distribution was deductible in 2015; the remaining approximately $9.1 million is deductible in 2016. The special distribution is subject to current taxation to the Corporation as a distribution in 2016 at the time of receipt. During the three months ended June 30, 2016, the Company recognized a benefit of approximately $7.7 million attributable to a December 2015 statutory law change in the way earnings and profits are computed at ESH REIT. The effect of the change was the reversal of a deferred tax liability related to the Corporation’s anticipated receipt of future ESH REIT nontaxable distributions. The Company recorded a provision for federal, state and foreign income taxes of approximately $7.4 million for the three months ended June 30, 2016 , an effective rate of approximately 10.8% , as compared with a provision of approximately $17.9 million for the three months ended June 30, 2015 , an effective rate of approximately 21.6% . The Company recorded a provision for federal, state and foreign income taxes of approximately $10.3 million for the six months ended June 30, 2016 , an effective rate of approximately 12.0% , as compared with a provision of approximately $26.8 million for the six months ended June 30, 2015 , an effective rate of approximately 22.5% . The Company’s effective rate differs from the federal statutory rate of 35% primarily due to ESH REIT’s status as a REIT under the provisions of the Code. For the three months ended June 30, 2016 , the Company’s effective rate was impacted by the approximate $7.7 million benefit discussed above. For the six months ended June 30, 2016 , the effective rate was further impacted by the approximate $1.8 million benefit also discussed above. The Company’s income tax returns for the years 2012 to present are subject to examination by the Internal Revenue Service and other taxing authorities. |
ESH REIT | |
Income Taxes | INCOME TAXES ESH REIT has elected to be taxed and expects to continue to qualify as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Code. A REIT is a legal entity that holds real estate assets and is generally not subject to federal and state income taxes. In order to maintain qualification as a REIT, ESH REIT is required to distribute at least 90% of its taxable income, excluding net capital gain, to its shareholders each year. In addition, ESH REIT must meet a number of complex organizational and operational requirements. If ESH REIT were to fail to qualify as a REIT in any taxable year, it would be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and generally would be precluded from qualifying as a REIT for the subsequent four taxable years following the year during which it lost its REIT qualification. Even in qualifying as a REIT, ESH REIT may be subject to state and local taxes in certain jurisdictions, and is subject to federal income and excise taxes on undistributed income. In 2015, ESH REIT distributed approximately 95% of its taxable income and utilized its federal net operating loss carryforward of approximately $18.6 million . As a result, in 2015, ESH REIT incurred minimal current federal income tax in the form of alternative minimum tax. ESH REIT intends to distribute its taxable income to the extent necessary to optimize its tax efficiency including, but not limited to, maintaining its REIT status, while retaining sufficient capital for its ongoing needs. Accordingly, ESH REIT expects to distribute approximately 100% of its taxable income for the foreseeable future. As of December 31, 2015, the expectation was to distribute approximately 95% of ESH REIT’s taxable income. As a result of this change, during the six months ended June 30, 2016, ESH REIT recognized a benefit of approximately $2.3 million with respect to the reversal of net deferred tax liabilities recorded as of December 31, 2015, which represented the previously estimated 5% of taxable income to be retained by ESH REIT. In January 2016, ESH REIT paid a special distribution of approximately $86.5 million . Approximately $77.4 million of the special distribution was deductible in 2015; the remaining approximately $9.1 million is deductible in 2016. The special distribution is subject to current taxation to ESH REIT as a distribution in 2016 at the time of payment. ESH REIT recorded a benefit for state and foreign income taxes of approximately $0.2 million for the three months ended June 30, 2016 , an effective rate of approximately (16.6)% , as compared with a provision of approximately $0.1 million for the three months ended June 30, 2015 , an effective rate of approximately 0.7% . ESH REIT recorded a benefit for state and foreign income taxes of approximately $3.8 million for the six months ended June 30, 2016, an effective rate of approximately 50.9% , as compared with a provision of approximately $0.2 million for the six months ended June 30, 2015, an effective rate of approximately 0.7% . ESH REIT’s effective rate differs from the federal statutory rate of 35% primarily due to ESH REIT’s status as a REIT under the provisions of the Code. During the three months ended June 30, 2016, ESH REIT recognized a benefit of approximately $0.2 million related to the revision of a current income tax payable estimate upon filing one of its subsidiaries' income tax returns. During the six months ended June 30, 2016, in addition to the $0.2 million benefit, ESH REIT also recognized the approximate $2.3 million benefit discussed above. ESH REIT’s income tax returns for the years 2012 to present are subject to examination by the Internal Revenue Service and other taxing authorities. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions | RELATED PARTY TRANSACTIONS In March 2016, in connection with ESH REIT's $800.0 million issuance of its 2025 Notes discussed in Note 7, an affiliate of one of the Sponsors acted as an initial purchaser and purchased $24.0 million of the 2025 Notes. As such, the affiliate of one of the Sponsors earned approximately $0.4 million in fees related to the transaction for the six months ended June 30, 2016 . Investment funds of the Sponsors held 21,105 shares of the Corporation's outstanding mandatorily redeemable preferred stock as of June 30, 2016 and December 31, 2015 . |
ESH REIT | |
Related Party Transactions | RELATED PARTY TRANSACTIONS Leases and Related Rental Revenues— ESH REIT’s revenues are derived from four leases. The counterparty to each lease agreement is a wholly-owned subsidiary of the Corporation. Fixed rental revenues are recognized on a straight-line basis. For the three months ended June 30, 2016 and 2015 , ESH REIT recognized fixed rental revenues of approximately $116.3 million and $123.2 million , respectively. For the six months ended June 30, 2016 and 2015, ESH REIT recognized fixed rental revenues of approximately $232.5 million and $246.4 million , respectively. Deferred rents receivable from Extended Stay America, Inc. on the accompanying unaudited condensed consolidated balance sheets represent the cumulative difference between straight-line rental revenues recognized and rental revenues contractually due. As scheduled rent payments begin to exceed straight-line rental revenues, this amount, approximately $40.9 million and $41.5 million as of June 30, 2016 and December 31, 2015 , respectively, will gradually decrease through the remainder of the lease term until it is zero at the end of the lease term in October 2018 . Due to the fact that percentage rental revenue thresholds specified in the leases were achieved during the second quarter of 2016 and 2015 , ESH REIT recognized approximately $0.2 million and $0.4 million of percentage rental revenues for the three and six months ended June 30, 2016 and 2015 , respectively. As of June 30, 2016 , unearned rental revenues related to percentage rent, as defined, were approximately $104.9 million , of which approximately $74.7 million had been received and approximately $30.2 million was outstanding and included as rents receivable on the accompanying unaudited condensed consolidated balance sheet. As of December 31, 2015 , because all percentage rental revenue thresholds had been achieved for the year, no unearned contingent rental revenues existed, and approximately $4.3 million was outstanding and included as rents receivable on the accompanying unaudited condensed consolidated balance sheet. As of June 30, 2016 , unearned rental revenues related to prepaid July 2016 fixed rental revenues were approximately $38.8 million . As of December 31, 2015 , unearned rental revenues related to prepaid January 2016 fixed rental revenues were approximately $38.3 million . Distributions— The Corporation owns all of the Class A common stock of ESH REIT, which represents approximately 55% of the outstanding shares of common stock of ESH REIT. During the three and six months ended June 30, 2016, ESH REIT paid distributions of approximately $37.6 million and $122.7 million (of which approximately $47.6 million had been declared as of December 31, 2015), respectively, to the Corporation in respect of the Class A common stock of ESH REIT. During the three and six months ended June 30, 2015, ESH REIT paid distributions of approximately $37.6 million and $75.1 million , respectively, to the Corporation in respect of the Class A common stock of ESH REIT. Issuance of Common Stock— In March 2016, ESH REIT issued, and was compensated approximately $1.1 million for, approximately 199,000 shares of Class B common stock, each of which was attached to a share of Corporation common stock to form a Paired Share, used to settle vested restricted stock units. In March 2015, ESH REIT issued, and was compensated approximately $0.7 million for, approximately 97,000 shares of Class B common stock, each of which was attached to a share of Corporation common stock to form a Paired Share, used to settle vested restricted stock units. In March 2015, ESH REIT issued approximately 190,000 shares of Class A common stock to the Corporation for consideration of approximately $1.7 million . Overhead Costs— ESA Management incurs costs under a services agreement with the Corporation and ESH REIT for certain overhead services performed on the entities' behalf. The services relate to executive management, accounting, financial analysis, training and technology. For each of the three months ended June 30, 2016 and 2015, ESH REIT incurred approximately $2.6 million related to this agreement and for the six months ended June 30, 2016 and 2015, ESH REIT incurred approximately $4.6 million and $5.0 million , respectively, related to this agreement, which is included in general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. The expenses ESH REIT incurs under this services agreement include expenses related to applicable employees that participate in the Corporation’s long-term incentive plan (as described in Note 10). Such charges were approximately $0.1 million and $0.3 million for the three months ended June 30, 2016 and 2015, respectively, and $0.1 million and $0.6 million for the six months ended June 30, 2016 and 2015, respectively. Working Capital— As of June 30, 2016 , ESH REIT had an outstanding net payable of approximately $108.0 million due to the Corporation and its subsidiaries. This amount consists of monthly hotel receipts deposited into ESH REIT’s CMAs which were swept into the Corporation’s unrestricted cash accounts at the beginning of July 2016, as specified by the agreements governing the 2012 Mortgage Loan and the CMAs, and certain disbursements made by the Corporation on behalf of ESH REIT in the ordinary course of business. As of December 31, 2015 , ESH REIT had an outstanding net payable of approximately $64.7 million due to the Corporation and its subsidiaries. This amount consisted of an unpaid special cash distribution ESH REIT declared on its Class A common shares of approximately $47.6 million and certain disbursements the Corporation made on behalf of ESH REIT in the ordinary course of business. Outstanding balances are typically repaid within 60 days . Senior Note Issuance — In March 2016, in connection with ESH REIT's $800.0 million issuance of its 2025 Notes discussed in Note 6, an affiliate of one of the Sponsors acted as an initial purchaser and purchased $24.0 million of the 2025 Notes. As such, the affiliate of one of the Sponsors earned approximately $0.4 million in fees related to the transaction for the six months ended June 30, 2016. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Lease Commitments —The Company is a tenant under long-term ground leases at four of its hotel properties. The initial terms of the ground lease agreements terminate at various dates between 2016 and 2096, and three leases include multiple renewal options for generally five or 10 year periods. The Company is a tenant under an office lease for its corporate office in Charlotte, North Carolina. The initial term of the office lease terminates in August 2021 and includes renewal options for two additional terms of five years each. Rent expense on ground and office leases is recognized on a straight-line basis and was approximately $0.8 million for each of the three months ended June 30, 2016 and 2015 , and approximately $1.6 million for each of the six months ended June 30, 2016 and 2015 . Ground lease expense is included in hotel operating expenses and office lease expense is included in general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. Other Commitments —The Company has a commitment to make quarterly payments in lieu of taxes to the owner of the land on which one of its properties is located. The initial term of the agreement terminates in 2031. The cost related to this commitment was approximately $0.1 million for each of the three months ended June 30, 2016 and 2015 , and $0.1 million for each of the six months ended June 30, 2016 and 2015 , and is included in hotel operating expenses in the accompanying unaudited condensed consolidated statements of operations. Letters of Credit —As of June 30, 2016 , the Company had one outstanding letter of credit, issued by the Corporation, for $1.8 million , which is collateralized by the Corporation's revolving credit facility. Paired Share Repurchase Commitments —As of June 30, 2016 , the Corporation and ESH REIT agreed to repurchase approximately 0.1 million Corporation common shares and approximately 0.1 million ESH REIT Class B common shares, respectively, for approximately $0.3 million and $0.2 million , respectively, for which settlement had not yet occurred. Legal Contingencies —The Company is not a party to any litigation or claims, other than routine matters arising in the ordinary course of business that are incidental to the operation of the business of the Company. The Company believes that the results of all claims and litigation, individually or in the aggregate, will not have a material adverse effect on its business or unaudited condensed consolidated financial statements. |
ESH REIT | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Lease Commitments —ESH REIT is a tenant under long-term ground leases at four of its hotel properties. The initial terms of the ground lease agreements terminate at various dates between 2016 and 2096, and three leases include multiple renewal options for generally five or 10 year periods. Rent expense on ground leases is recognized on a straight-line basis and was approximately $0.4 million for each of the three months ended June 30, 2016 and 2015 , and approximately $0.7 million for each of the six months ended June 30, 2016 and 2015. Ground lease expense is included in hotel operating expenses in the accompanying unaudited condensed consolidated statements of operations. Other Commitments —ESH REIT has a commitment to make quarterly payments in lieu of taxes to the owner of the land on which one of its properties is located. The initial term of the agreement terminates in 2031. The cost related to this commitment was approximately $0.1 million for each of the three months ended June 30, 2016 and 2015 , and approximately $0.1 million for each of the six months ended June 30, 2016 and 2015 and is included in hotel operating expenses in the accompanying unaudited condensed consolidated statements of operations. Paired Share Repurchase Commitments —As of June 30, 2016, ESH REIT agreed to repurchase approximately 0.1 million ESH REIT Class B common shares for approximately $0.2 million , for which settlement had not yet occurred. Legal Contingencies —ESH REIT is not a party to any litigation or claims, other than routine matters arising in the ordinary course of business that are incidental to the operation of the business of ESH REIT. ESH REIT believes that the results of all claims and litigation, individually or in the aggregate, will not have a material adverse effect on its business or unaudited condensed consolidated financial statements. |
Equity-Based Compensation
Equity-Based Compensation | 6 Months Ended |
Jun. 30, 2016 | |
Equity-Based Compensation | EQUITY-BASED COMPENSATION The Corporation and ESH REIT each maintain a long-term incentive plan (“LTIP”), as amended and restated in 2015, approved by their shareholders. Under the LTIPs, the Corporation and ESH REIT may issue to eligible employees or directors restricted stock awards (“RSAs”), restricted stock units (“RSUs”) or other equity-based awards, in respect of Paired Shares, with service, performance or market vesting conditions. The aggregate number of Paired Shares that may be the subject of awards under the LTIPs shall not exceed 8,000,000 , of which no more than 4,000,000 may be granted as incentive stock options. Each of the Corporation’s and ESH REIT’s LTIP has a share reserve of an equivalent number of shares of Corporation common stock and ESH REIT Class B common stock. As of June 30, 2016 , approximately 4,005,000 Paired Shares were available for future issuance under the LTIPs. Equity-based compensation expense is recognized by amortizing the grant-date fair value of the equity-based awards, less estimated forfeitures, on a straight-line basis over the requisite service period of each award. A portion of the grant-date fair value of all equity-based awards is allocated to a share of common stock of the Corporation and a portion is allocated to a share of ESH REIT Class B common stock. Equity-based compensation expense was approximately $2.9 million and $2.8 million for the three months ended June 30, 2016 and 2015 , respectively, and approximately $5.6 million and $4.9 million for the six months ended June 30, 2016 and 2015 , respectively, and is included in general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. As of June 30, 2016 , unrecognized compensation expense related to outstanding equity-based awards and the related weighted-average period over which it is expected to be recognized subsequent to June 30, 2016 , is presented in the following table. Total unrecognized compensation expense will be adjusted for actual forfeitures. Unrecognized Compensation Expense Related to Outstanding RSAs/RSUs (in thousands) Remaining Weighted-Average Amortization Period (in years) RSAs/RSUs with service vesting conditions $ 12,683 2.1 RSUs with performance vesting conditions 682 0.5 RSUs with market vesting conditions 7,197 2.3 Total unrecognized compensation expense $ 20,562 RSA/RSU activity during the six months ended June 30, 2016 , was as follows: Performance-Based Awards Service-Based Awards Performance Vesting Market Vesting Number of RSAs/RSUs (in thousands) Weighted- Average Grant- Date Fair Value Number of RSUs (in thousands) Weighted- Average Grant- Date Fair Value Number of RSUs (in thousands) Weighted- Average Grant- Date Fair Value (1) Outstanding RSAs/RSUs - January 1, 2016 992 $ 18.24 19 $ 19.07 556 $ 6.81 RSAs/RSUs granted in 2016 527 $ 14.09 166 $ 14.07 441 $ 12.03 RSAs/RSUs settled in 2016 (524 ) $ 16.72 (19 ) $ 19.07 — $ — RSAs/RSUs forfeited in 2016 (19 ) $ 16.09 (1 ) $ 14.07 (4 ) $ 15.04 Outstanding RSAs/RSUs - June 30, 2016 976 $ 16.86 165 $ 14.07 993 $ 9.10 Vested RSAs/RSUs - June 30, 2016 7 $ 20.15 — $ — — $ — Nonvested RSAs/RSUs - June 30, 2016 969 $ 16.83 165 $ 14.07 993 $ 9.10 _________________________________ (1) An independent third-party valuation was performed contemporaneously with the issuance of grants. Service-Based Awards The Corporation granted approximately 512,000 service-based awards during the six months ended June 30, 2016 , with a weighted-average grant-date fair value per award of $14.09 . ESH REIT granted approximately 15,000 service-based awards during the six months ended June 30, 2016 , with a grant-date fair value per award of $14.08 . The grant-date fair value of awards with service vesting conditions is based on the closing price of a Paired Share on the date of grant. Service-based awards vest over a period of two to four years , subject to the grantee’s continued employment or service. Performance-Based Awards The Corporation granted approximately 166,000 awards with performance vesting conditions during the six months ended June 30, 2016 , with a grant-date fair value per award of $14.07 . The grant-date fair value of awards with performance vesting conditions is based on the closing price of a Paired Share on the date of grant. Equity-based compensation expense with respect to these awards is adjusted over the remainder of the fiscal year to reflect the probability of achievement of performance targets defined in the award agreements. These awards vest over the remainder of the fiscal year, subject to the grantee’s continued employment, with the ability to earn Paired Shares in a range of 0% to 200% of the awarded number of RSUs based on the achievement of defined performance targets. As of June 30, 2016 , all awards with performance vesting conditions are expected to be satisfied at less than 100% of their target level. The Corporation granted approximately 441,000 awards with market vesting conditions during the six months ended June 30, 2016 , with a grant-date fair value per award of $12.03 . These awards vest at the end of a three -year period, subject to the grantee’s continued employment, with the ability to earn Paired Shares in a range of 0% to 150% of the awarded number of RSUs based on the total shareholder return of a Paired Share relative to the total shareholder return of other publicly traded lodging companies identified in the award agreements. The grant-date fair value of awards with market vesting conditions is based on an independent third-party valuation. During the six months ended June 30, 2016 , the grant-date fair value of awards granted during the quarter with market vesting conditions was calculated using a Monte Carlo simulation model with the following key assumptions: Expected holding period 2.85 years Risk-free rate of return 0.88 % Expected dividend yield 5.91 % |
ESH REIT | |
Equity-Based Compensation | EQUITY-BASED COMPENSATION The Corporation and ESH REIT each maintain a long-term incentive plan (“LTIP”), as amended and restated in 2015, approved by their shareholders. Under the LTIPs, the Corporation and ESH REIT may issue to eligible employees or directors restricted stock awards ("RSAs"), restricted stock units ("RSUs") or other equity-based awards, in respect of Paired Shares, with service, performance or market vesting conditions. The aggregate number of Paired Shares that may be the subject of awards under the LTIPs shall not exceed 8,000,000 , of which no more than 4,000,000 may be granted as incentive stock options. Each of the Corporation’s and ESH REIT’s LTIP has a share reserve of an equivalent number of shares of Corporation common stock and ESH REIT Class B common stock. As of June 30, 2016 , approximately 4,005,000 Paired Shares were available for future issuance under the LTIPs. Equity-based compensation expense is recognized by amortizing the grant-date fair value of the equity-based awards, less estimated forfeitures, on a straight-line basis over the requisite service period of each award. The fair value of equity-based awards is based on the closing price of a Paired Share on the date of grant. A portion of the grant-date fair value of all equity-based awards is allocated to a share of Corporation common stock and a portion is allocated to a share of ESH REIT Class B common stock. Expense related to the portion of the grant-date fair value with respect to a share of Corporation common stock is recorded as a payable due to the Corporation. Expense related to the portion of the grant-date fair value with respect to a share of Class B common stock of ESH REIT is recorded as an increase to additional paid in capital. During each of the three and six months ended June 30, 2016, ESH REIT incurred approximately $0.1 million of equity-based compensation expense related to its equity-based awards. During the three and six months ended June 30, 2015, ESH REIT incurred approximately $0.3 million and $0.6 million , respectively, of equity-based compensation expense (which included approximately $0.2 million and $0.4 million paid to the Corporation). Equity-based compensation expense is included in general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. As of June 30, 2016 , there was approximately $0.3 million of unrecognized compensation expense related to outstanding equity-based awards, which is expected to be recognized subsequent to June 30, 2016 over a weighted-average period of approximately 2.9 years. Total unrecognized compensation expense will be adjusted for actual forfeitures. ESH REIT will have to pay more or less for a share of the Corporation common stock than it would have otherwise paid at the time of grant as the result of regular market changes in the value of a Paired Share between the time of grant and the time of settlement. An increase in the value allocated to a share of Corporation common stock due to market changes in the value of a Paired Share between the time of grant and the time of settlement is recorded as a distribution to the Corporation. A decrease in the value allocated to a share of Corporation common stock due to market changes in the value of a Paired Share between the time of grant and the time of settlement is recorded as additional paid in capital from the Corporation. The Corporation accounts for awards issued under its LTIP in a manner similar to that of ESH REIT. As such, for all LTIP awards granted by the Corporation, ESH REIT will receive compensation for the fair value of the Class B shares on the date of settlement of such Class B shares by ESH REIT. As of June 30, 2016 , the Corporation had granted a total of approximately 2,631,000 RSUs, of which approximately 547,000 were forfeited or settled, under which ESH REIT is counterparty and is expected to issue, and be compensated in cash for, approximately 2,002,000 shares of Class B common stock of ESH REIT in future periods, assuming performance-based awards vest at less than 100% and no additional forfeitures. RSA/RSU activity during the six months ended June 30, 2016, was as follows: Number of RSAs/RSUs (in thousands) Weighted- Average Grant-Date Fair Value Outstanding RSAs/RSUs - January 1, 2016 244 $ 9.71 RSAs/RSUs granted in 2016 15 $ 14.08 RSAs/RSUs settled in 2016 (210 ) $ 9.11 RSAs/RSUs forfeited in 2016 — $ — Outstanding RSAs/RSUs - June 30, 2016 49 $ 13.57 Vested RSAs/RSUs - June 30, 2016 3 $ 19.74 Nonvested RSAs/RSUs - June 30, 2016 46 $ 13.24 |
Defined Contribution Plans
Defined Contribution Plans | 6 Months Ended |
Jun. 30, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Defined Contribution Plans | DEFINED CONTRIBUTION PLANS ESA Management has a savings plan that qualifies under Section 401(k) of the Code for all employees meeting the eligibility requirements of the plan. Through December 31, 2015, the plan had an employer-matching contribution of 50% of the first 6% of an employee’s contribution, which vested over an employee’s initial five -year service period. Beginning January 1, 2016, the plan has an employer-matching contribution of 100% of the first 3% of an employee's contribution and 50% of the next 2% of an employee's contribution, which vests immediately. The plan also provides for contributions up to 100% of eligible employee pretax salary, subject to the Code’s annual deferral limit of $18,000 during 2016 and 2015 . Employer contributions, net of forfeitures, totaled approximately $0.8 million and $0.4 million for the three months ended June 30, 2016 and 2015 , respectively, and approximately $1.9 million and $0.8 million for the six months ended June 30, 2016 and 2015 , respectively. Effective June 9, 2016, ESA Management established a non-qualified deferred compensation plan to allow certain eligible employees an option to defer a portion of their compensation on a tax-deferred basis. At this time, ESA Management does not offer a matching contribution. The plan is fully funded in a Rabbi Trust, which is subject to creditor claims in the event of insolvency, but the assets held in the Rabbi Trust are not available for general corporate purposes. As of June 30, 2016, no amounts were deferred. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events | Subsequent to June 30, 2016 , the Corporation and ESH REIT repurchased and retired approximately 0.1 million Corporation common shares and approximately 0.1 million ESH REIT Class B common shares, respectively, for approximately $1.0 million and $0.6 million , respectively. On July 28, 2016 , the Board of Directors of the Corporation declared a cash distribution of $0.09 per share for the second quarter of 2016 on its common stock. The distribution is payable on August 25, 2016 to shareholders of record as of August 11, 2016 . Also on July 28, 2016 , the Board of Directors of ESH REIT declared a cash distribution of $0.10 per share for the second quarter of 2016 on its Class A and Class B common stock. This distribution is also payable on August 25, 2016 to shareholders of record as of August 11, 2016 . |
ESH REIT | |
Subsequent Events | SUBSEQUENT EVENTS Subsequent to June 30, 2016, ESH REIT repurchased and retired approximately 0.1 million ESH REIT Class B common shares for approximately $0.6 million . On July 28, 2016 , the Board of Directors of ESH REIT declared a cash distribution of $0.10 per share for the second quarter of 2016 on its Class A and Class B common stock. The distribution is payable on August 25, 2016 to shareholders of record as of August 11, 2016 . |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Interim Presentation | Interim Presentation— Certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. GAAP have been condensed or omitted in the accompanying unaudited condensed consolidated financial statements. The Company believes the disclosures made are adequate to prevent the information presented from being misleading. However, the unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2015 included in the combined annual report on Form 10-K filed with the U.S. Securities and Exchange Commission ("SEC") on February 23, 2016. The accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal and recurring items) necessary to present fairly the Company’s financial position as of June 30, 2016 , the results of the Company’s operations and comprehensive income for the three and six months ended June 30, 2016 and 2015 and changes in equity and cash flows for the six months ended June 30, 2016 and 2015 . Interim results are not necessarily indicative of full year performance because of the impact of seasonal and short-term variations, including the impact of our hotel renovation program. |
Use of Estimates | Use of Estimates —The preparation of the accompanying unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Management used significant estimates to estimate the useful lives of tangible assets as well as the assessment of tangible and intangible assets, including goodwill, for impairment, estimated liabilities for insurance reserves and the grant-date fair value of certain equity-based awards. Actual results could differ from those estimates. |
Property and Equipment | Property and Equipment —Property and equipment additions are recorded at cost. Major improvements that extend the life or utility of property or equipment are capitalized and depreciated over a period equal to the shorter of the estimated useful life of the improvement or the remaining estimated useful life of the asset. Ordinary repairs and maintenance are charged to expense as incurred. Depreciation and amortization are recorded on a straight-line basis over estimated useful lives which range from three to 49 years . Management assesses the performance of long-lived assets for potential impairment at least annually, as well as when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of property and equipment is measured by a comparison of the carrying amount of a hotel property to the estimated future undiscounted cash flows expected to be generated by each hotel property. Impairment is recognized when estimated future undiscounted cash flows, including proceeds from disposition, are less than the carrying value of each hotel property. To the extent that a hotel property is impaired, the excess carrying amount of each hotel property over its estimated fair value is recognized as an impairment charge and reduces income from operations. Fair value is determined based upon the discounted cash flows of the hotel property, quoted market prices or independent appraisals, as considered necessary. No impairment charges were recognized during the six months ended June 30, 2016 or 2015 (see Note 5). The estimation of future undiscounted cash flows is inherently uncertain and relies upon assumptions regarding current and future economic and market conditions. If such conditions change, then an impairment charge to reduce the carrying value of a hotel property could occur in a future period in which conditions change. |
Segments | Segments —The Company’s hotel operations represent a single operating segment based on the way the Company manages its business. The Company’s hotels provide similar services, use similar processes to sell those services and sell those services to similar classes of customers. The amounts of long-lived assets and net revenues outside the U.S. are not significant for any period presented. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Compensation—Stock Compensation— In March 2016, the Financial Accounting Standards Board ("FASB") issued an accounting standards update which identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, and certain classifications on the statement of cash flows. The update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods with early application permitted. The Company does not expect the adoption of this update to have a material effect on its consolidated financial statements. Leases— In February 2016, the FASB issued an accounting standards update which introduces a lessee model that requires a right-of-use asset and lease obligation to be presented on the balance sheet for all leases, whether operating or financing. The update eliminates the requirement in current U.S. GAAP for an entity to use bright-line tests in determining lease classification. The update also requires lessors to increase the transparency of their exposure to changes in value of their residual assets and how they manage that exposure. This update will be effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted, and must be applied using a modified retrospective approach, which will require adjustment to all comparative periods presented. The adoption of this update will require the recognition of a right-of-use asset and a lease obligation for the Company’s ground leases and office lease (see Note 11). As of June 30, 2016 , the future minimum lease payments under these operating leases totaled approximately $95.6 million . Intangibles—Goodwill and Other—Internal-Use Software— In April 2015, the FASB issued an accounting standards update which clarifies the accounting for fees paid by a customer in a cloud computing arrangement. This update provides guidance to customers regarding whether a cloud computing arrangement includes the sale or license of software or, alternatively, the sale of a service. The Company adopted this update on January 1, 2016. The adoption of this update did not have a material effect on the Company’s unaudited condensed consolidated financial statements. Consolidation—Amendments to the Consolidation Analysis— In February 2015, the FASB issued an accounting standards update which amends the consolidation requirements under U.S. GAAP, changing the analysis performed by a company to determine whether it has a variable interest in an entity and when to consolidate such entities. The Company adopted this update on January 1, 2016. The adoption of this update did not have a material effect on the Company’s unaudited condensed consolidated financial statements. Income Statement-Extraordinary and Unusual Items— In January 2015, the FASB issued an accounting standards update to simplify income statement presentation by eliminating the concept of extraordinary items. The Company adopted this update on January 1, 2016. The adoption of this update did not have a material effect on the Company’s unaudited condensed consolidated financial statements. Contractual Revenue— Since May 2014, the FASB has issued several accounting standards updates which amend existing revenue recognition accounting standards. These updates are based on the principle that revenue is recognized when an entity transfers goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. These updates also require more detailed disclosure to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. These updates are effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted for interim and annual periods beginning after December 15, 2016. The Company is currently assessing the impact these updates will have on its consolidated financial statements. |
ESH REIT | |
Interim Presentation | Interim Presentation —Certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. GAAP have been condensed or omitted in the accompanying unaudited condensed consolidated financial statements. ESH REIT believes the disclosures made are adequate to prevent the information presented from being misleading. However, the unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2015 included in the combined annual report on Form 10-K filed with the U.S. Securities and Exchange Commission ("SEC") on February 23, 2016. The accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal and recurring items) necessary to present fairly ESH REIT’s financial position as of June 30, 2016 , the results of ESH REIT’s operations and comprehensive income (loss) for the three and six months ended June 30, 2016 and 2015 and changes in equity and cash flows for the six months ended June 30, 2016 and 2015 . Interim results are not necessarily indicative of full year performance because of the impact of accounting for contingent rental payments under contractual lease arrangements. |
Use of Estimates | Use of Estimates —The preparation of the accompanying unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Management used significant estimates to estimate the useful lives of tangible assets as well as the assessment of tangible assets and goodwill for impairment and estimated liabilities for insurance reserves. Actual results could differ from those estimates. |
Property and Equipment | Property and Equipment —Property and equipment additions are recorded at cost. Major improvements that extend the life or utility of property or equipment are capitalized and depreciated over a period equal to the shorter of the estimated useful life of the improvement or the remaining estimated useful life of the asset. Ordinary repairs and maintenance are charged to expense as incurred. Depreciation and amortization are recorded on a straight-line basis over estimated useful lives which range from three to 49 years . Management assesses the performance of long-lived assets for potential impairment at least annually, as well as when events or changes in circumstances indicate the carrying amount of an asset or group of assets may not be recoverable. Recoverability of property and equipment is measured by a comparison of the carrying amount of a group of hotel properties (groups of hotel properties align with hotels as they are grouped under ESH REIT’s operating leases) to the estimated future undiscounted cash flows expected to be generated by each group of hotel properties. Impairment is recognized when estimated future undiscounted cash flows, including proceeds from disposition, are less than the carrying value of each group of hotel properties. To the extent that a group of hotel properties is impaired, the excess carrying amount of the group of hotel properties over its estimated fair value is recognized as an impairment charge and reduces income from operations. Fair value is determined based upon the discounted cash flows of a group of hotel properties, quoted market prices or independent appraisals, as considered necessary. No impairment charges were recognized during the six months ended June 30, 2016 or 2015 (see Note 5). The estimation of future undiscounted cash flows is inherently uncertain and relies upon assumptions regarding current and future economic and market conditions. If such conditions change, then an impairment charge to reduce the carrying value of a group of hotel properties could occur in a future period in which conditions change. |
Revenue Recognition | Revenue Recognition —ESH REIT’s sole source of revenues is rental revenue derived from leases with the Operating Lessees. ESH REIT records rental revenues on a straight-line basis as they are earned during the lease terms. Rents receivable from Extended Stay America, Inc. on the accompanying unaudited condensed consolidated balance sheets represent rental amounts contractually due from the Operating Lessees. Deferred rents receivable from Extended Stay America, Inc. on the accompanying unaudited condensed consolidated balance sheets represent the cumulative difference between straight-line rental revenues recognized and rental revenues contractually due from the Operating Lessees. As scheduled rent payments begin to exceed straight-line rental revenue, this amount, approximately $40.9 million as of June 30, 2016 , will gradually decrease through the remainder of the lease term until it is zero at the end of the lease term in October 2018. Lease rental payments received prior to rendering services are included in unearned rental revenues from Extended Stay America, Inc. on the accompanying unaudited condensed consolidated balance sheets. Contingent rental revenues, specifically percentage rental revenues related to hotel revenues of the Operating Lessees, are recognized when such amounts are fixed and determinable (i.e., when percentage rental revenue thresholds have been achieved). |
Segments | Segments —ESH REIT’s business represents a single operating segment based on the way ESH REIT manages its business. ESH REIT’s hotels provide similar services, use similar processes to sell those services and sell those services (i.e., lease the hotel properties) to similar classes of customers. The amounts of long-lived assets and net revenues outside the U.S. are not significant for any period presented. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Compensation—Stock Compensation— In March 2016, the Financial Accounting Standards Board ("FASB") issued an accounting standards update which identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, and certain classifications on the statement of cash flows. The update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods with early application permitted. ESH REIT does not expect the adoption of this update to have a material effect on its consolidated financial statements. Leases— In February 2016, the FASB issued an accounting standards update which introduces a lessee model that requires a right-of-use asset and lease obligation to be presented on the balance sheet for all leases, whether operating or financing. The update eliminates the requirement in current U.S. GAAP for an entity to use bright-line tests in determining lease classification. The update also requires lessors to increase the transparency of their exposure to changes in value of their residual assets and how they manage that exposure. This update will be effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted, and must be applied using a modified retrospective approach, which will require adjustment to all comparative periods presented. The adoption of this update will require the recognition of a right-of-use asset and a lease obligation for ESH REIT’s ground leases (see Note 9). As of June 30, 2016, the future minimum lease payments under these operating leases totaled approximately $85.0 million . Intangibles—Goodwill and Other—Internal-Use Software— In April 2015, the FASB issued an accounting standards update which clarifies the accounting for fees paid by a customer in a cloud computing arrangement. This update provides guidance to customers regarding whether a cloud computing arrangement includes the sale or license of software or, alternatively, the sale of a service. ESH REIT adopted this update on January 1, 2016. The adoption of this update did not have a material effect on ESH REIT’s unaudited condensed consolidated financial statements. Consolidation—Amendments to the Consolidation Analysis— In February 2015, the FASB issued an accounting standards update which amends the consolidation requirements under U.S. GAAP, changing the analysis performed by a company to determine whether it has a variable interest in an entity and when to consolidate such entities. ESH REIT adopted this update on January 1, 2016. The adoption of this update did not have a material effect on ESH REIT’s unaudited condensed consolidated financial statements. Income Statement-Extraordinary and Unusual Items— In January 2015, the FASB issued an accounting standards update to simplify income statement presentation by eliminating the concept of extraordinary items. ESH REIT adopted this update on January 1, 2016. The adoption of this update did not have a material effect on ESH REIT’s unaudited condensed consolidated financial statements. |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Calculations of Basic and Diluted Net Income per Share, Including a Reconciliation of Numerators and Denominators | The calculations of basic and diluted net income per share, including a reconciliation of the numerators and denominators, are as follows: Three Months Ended Six Months Ended (in thousands, except per share data) 2016 2015 2016 2015 Numerator: Net income available to common shareholders - basic $ 60,729 $ 57,983 $ 77,775 $ 79,531 Less amounts available to noncontrolling interests assuming conversion — (6 ) — (12 ) Net income available to common shareholders - diluted $ 60,729 $ 57,977 $ 77,775 $ 79,519 Denominator: Weighted-average number of common shares outstanding - basic 201,600 204,227 202,955 204,117 Dilutive securities 89 326 74 348 Weighted-average number of common shares outstanding - diluted 201,689 204,553 203,029 204,465 Net income per common share - basic $ 0.30 $ 0.28 $ 0.38 $ 0.39 Net income per share common share - diluted $ 0.30 $ 0.28 $ 0.38 $ 0.39 |
ESH REIT | |
Calculations of Basic and Diluted Net Income per Share, Including a Reconciliation of Numerators and Denominators | The calculations of basic and diluted net income (loss) per share, including a reconciliation of the numerators and denominators, are as follows: Three Months Ended Six Months Ended (in thousands, except per share data) 2016 2015 2016 2015 Numerator: Net income (loss) attributable to common shareholders $ 1,471 $ 15,188 $ (3,659 ) $ 29,234 Less preferred dividends (4 ) (4 ) (8 ) (8 ) Net income (loss) available to common shareholders $ 1,467 $ 15,184 $ (3,667 ) $ 29,226 Class A: Net income (loss) available to common shareholders - basic $ 814 $ 8,364 $ (2,023 ) $ 16,100 Less amounts available to Class B shareholders assuming conversion — (6 ) — (12 ) Net income (loss) available to common shareholders - diluted $ 814 $ 8,358 $ (2,023 ) $ 16,088 Class B: Net income (loss) available to common shareholders - basic $ 653 $ 6,820 $ (1,644 ) $ 13,126 Amounts available to Class B shareholders assuming conversion — 6 — 12 Net income (loss) available to common shareholders - diluted $ 653 $ 6,826 $ (1,644 ) $ 13,138 Denominator: Class A: Weighted-average number of common shares outstanding - basic and diluted 250,494 250,494 250,494 250,408 Class B: Weighted-average number of common shares outstanding - basic 201,600 204,227 202,955 204,117 Dilutive securities 89 326 — 348 Weighted-average number of common shares outstanding - diluted 201,689 204,553 202,955 204,465 Net income (loss) per common share - Class A - basic $ — $ 0.03 $ (0.01 ) $ 0.06 Net income (loss) per common share - Class A - diluted $ — $ 0.03 $ (0.01 ) $ 0.06 Net income (loss) per common share - Class B - basic $ — $ 0.03 $ (0.01 ) $ 0.06 Net income (loss) per common share - Class B - diluted $ — $ 0.03 $ (0.01 ) $ 0.06 Anti-dilutive securities excluded from net income (loss) per common share - Class B - diluted — — 74 — |
Hotel Dispositions (Tables)
Hotel Dispositions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Summary of Total Revenues and Expenses | During the three and six months ended June 30, 2015 , these hotel properties contributed total room and other hotel revenues, total operating expenses and income before income tax expense as follows (in thousands): Three Months Ended Six Months Ended June 30, 2015 Total room and other hotel revenues $ 18,428 $ 35,377 Total operating expenses 11,943 23,736 Income before income tax expense (1) 5,528 9,761 _________________________________ (1) The only interest expense included is related to approximately $86.1 million of ESH REIT's 2012 Mortgage Loan (as defined in Note 7) repaid in conjunction with the Portfolio Sale. |
ESH REIT | |
Summary of Total Revenues and Expenses | During the three and six months ended June 30, 2015 , these hotel properties contributed rental revenues, total operating expenses and income before income tax expense as follows (in thousands): Three Months Ended Six Months Ended June 30, 2015 Rental revenues from Extended Stay America, Inc. $ 6,792 $ 13,583 Total operating expenses 3,487 7,190 Income before income tax expense (1) 2,349 4,514 _________________________________ (1) The only interest expense included is related to approximately $86.1 million of ESH REIT's 2012 Mortgage Loan (as defined in Note 6) repaid in conjunction with the sale of the portfolio of 53 hotel properties. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Property and Equipment | Net investment in property and equipment as of June 30, 2016 and December 31, 2015 , consists of the following (in thousands): June 30, 2016 December 31, 2015 Hotel properties: Land and site improvements $ 1,299,815 $ 1,296,918 Building and improvements 2,901,286 2,859,227 Furniture, fixtures and equipment 568,149 522,617 Total hotel properties 4,769,250 4,678,762 Corporate furniture, fixtures, equipment, software and other 20,734 22,833 Undeveloped land parcel 1,675 1,675 Total cost 4,791,659 4,703,270 Less accumulated depreciation: Hotel properties (864,921 ) (767,240 ) Corporate furniture, fixtures, equipment, software and other (12,976 ) (14,689 ) Total accumulated depreciation (877,897 ) (781,929 ) Property and equipment - net $ 3,913,762 $ 3,921,341 |
ESH REIT | |
Property and Equipment | Net investment in property and equipment as of June 30, 2016 and December 31, 2015 , consists of the following (in thousands): June 30, December 31, Hotel properties: Land and site improvements $ 1,300,579 $ 1,297,696 Building and improvements 2,911,000 2,868,943 Furniture, fixtures and equipment 562,329 517,626 Total hotel properties 4,773,908 4,684,265 Undeveloped land parcel 1,675 1,675 Total cost 4,775,583 4,685,940 Less accumulated depreciation (862,129 ) (765,034 ) Property and equipment - net $ 3,913,454 $ 3,920,906 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | The Company’s intangible assets and goodwill as of June 30, 2016 and December 31, 2015 , consist of the following (dollars in thousands): June 30, 2016 Estimated Gross Accumulated Net Definite-lived intangible assets—customer relationships 20 years $ 26,800 $ (7,680 ) $ 19,120 Indefinite-lived intangible assets—trademarks 9,933 — 9,933 Total intangible assets 36,733 (7,680 ) 29,053 Goodwill 53,531 — 53,531 Total intangible assets and goodwill $ 90,264 $ (7,680 ) $ 82,584 December 31, 2015 Estimated Gross Accumulated Net Definite-lived intangible assets—customer relationships 20 years $ 26,800 $ (7,010 ) $ 19,790 Indefinite-lived intangible assets—trademarks 9,933 — 9,933 Total intangible assets 36,733 (7,010 ) 29,723 Goodwill 53,531 — 53,531 Total intangible assets and goodwill $ 90,264 $ (7,010 ) $ 83,254 |
Estimated Future Amortization Expense for Intangible Assets | Estimated future amortization expense for definite-lived intangible assets is as follows (in thousands): Years Ending December 31, Remainder of 2016 $ 670 2017 1,340 2018 1,340 2019 1,340 2020 1,340 Thereafter 13,090 Total $ 19,120 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Company's Outstanding Debt | Summary - The Company’s outstanding debt, net of unamortized debt discounts and unamortized deferred financing costs as of June 30, 2016 and December 31, 2015 , consists of the following (dollars in thousands): Stated (1) Outstanding Principal Unamortized Deferred Financing Costs (10) Interest Rate Loan June 30, December 31, June 30, 2016 December 31, 2015 Stated Interest Rate June 30, December 31, Maturity Date Mortgage loan 2012 Mortgage Loan - Component B $ 350,000 $ — $ 111,157 $ — $ 784 3.4047 % N/A 3.4047 % 12/1/2017 2012 Mortgage Loan - Component C 1,820,000 1,497,620 1,820,000 13,460 18,752 4.0547 % 4.0547 % 4.0547 % 12/1/2019 Term loan facility 2014 Term Loan 375,000 — 365,157 (2) — 3,635 LIBOR (3)(4) + 4.25% N/A 5.00 % 6/24/2019 Senior notes 2025 Notes (5) 1,300,000 1,288,384 (6) 500,000 24,934 10,756 5.25 % 5.25 % 5.25 % 5/1/2025 Revolving credit facilities ESH REIT Revolving Credit Facility (7) 250,000 (8) — — 618 1,431 LIBOR (3) + 3.00% N/A N/A 11/18/2016 (9) Corporation Revolving Credit Facility (7) 50,000 — — 415 956 LIBOR (3) + 3.75% N/A N/A 11/18/2016 (9) Total $ 2,786,004 $ 2,796,314 $ 39,427 $ 36,314 _________________________________ (1) Amortization is interest only. (2) The 2014 Term Loan is presented net of an unamortized debt discount of approximately $1.3 million as of December 31, 2015 . (3) London Interbank Offering Rate. (4) The 2014 Term Loan included a LIBOR floor of 0.75% . (5) In March 2016, ESH REIT issued an additional $800.0 million of its 2025 Notes. (6) The 2025 Notes are presented net of an unamortized debt discount of approximately $11.6 million as of June 30, 2016 . (7) Each revolving credit facility's unamortized deferred financing costs are included in other assets in the accompanying unaudited condensed consolidated balance sheets. (8) ESH REIT is able to request to increase the facility to an amount of up to $350.0 million at any time, subject to certain conditions. (9) Each revolving credit facility is subject to a one -year extension option. (10) As of December 31, 2015, the Company early adopted FASB accounting standards updates which require that debt issuance costs related to a recognized debt liability, excluding revolving credit facilities, are presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with the presentation of debt discounts. |
Future Maturities of Debt | Future Maturities of Debt —The future maturities of debt as of June 30, 2016 , are as follows (in thousands): Years Ending December 31, Remainder of 2016 $ — 2017 — 2018 — 2019 1,497,620 2020 — Thereafter 1,300,000 Total $ 2,797,620 |
ESH REIT | |
Company's Outstanding Debt | Summary —ESH REIT’s outstanding debt, net of unamortized debt discounts and unamortized deferred financing costs as of June 30, 2016 and December 31, 2015 , consists of the following (dollars in thousands): Stated Amount (1) Outstanding Principal Unamortized Deferred Financing Costs (10) Interest Rate Loan June 30, December 31, June 30, 2016 December 31, 2015 Stated Interest Rate June 30, December 31, Maturity Date Mortgage loan 2012 Mortgage Loan - Component B $ 350,000 $ — $ 111,157 $ — $ 784 3.4047 % N/A 3.4047 % 12/1/2017 2012 Mortgage Loan - Component C 1,820,000 1,497,620 1,820,000 13,460 18,752 4.0547 % 4.0547 % 4.0547 % 12/1/2019 Term loan facility 2014 Term Loan 375,000 — 365,157 (2) — 3,635 LIBOR (3)(4) + 4.25% N/A 5.00 % 6/24/2019 Senior notes 2025 Notes (5) 1,300,000 1,288,384 (6) 500,000 24,934 10,756 5.25 % 5.25 % 5.25 % 5/1/2025 Revolving credit facility ESH REIT revolving credit facility (7) 250,000 (8) — — 618 1,431 LIBOR (3) + 3.00% N/A N/A 11/18/2016 (9) Total $ 2,786,004 $ 2,796,314 $ 39,012 $ 35,358 _________________________________ (1) Amortization is interest only. (2) The 2014 Term Loan is presented net of an unamortized debt discount of approximately $1.3 million as of December 31, 2015 . (3) London Interbank Offering Rate. (4) The 2014 Term Loan included a LIBOR floor of 0.75% . (5) In March 2016, ESH REIT issued an additional $800.0 million of its 2025 Notes. (6) The 2025 Notes are presented net of an unamortized debt discount of approximately $11.6 million as of June 30, 2016 . (7) The ESH REIT Revolving Credit Facility's unamortized deferred financing costs are included in other assets in the accompanying unaudited condensed consolidated balance sheets. (8) ESH REIT is able to request to increase the facility to an amount of up to $350.0 million at any time, subject to certain conditions. (9) The ESH REIT Revolving Credit Facility is subject to a one -year extension option. (10) As of December 31, 2015, ESH REIT early adopted FASB accounting standards updates which require that debt issuance costs related to a recognized debt liability, excluding revolving credit facilities, are presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with the presentation of debt discounts. |
Future Maturities of Debt | Future Maturities of Debt —The future maturities of debt, as of June 30, 2016 , are as follows (in thousands): Years Ending December 31, Remainder of 2016 $ — 2017 — 2018 — 2019 1,497,620 2020 — Thereafter 1,300,000 Total $ 2,797,620 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Schedule of Unrecognized Compensation Cost | Total unrecognized compensation expense will be adjusted for actual forfeitures. Unrecognized Compensation Expense Related to Outstanding RSAs/RSUs (in thousands) Remaining Weighted-Average Amortization Period (in years) RSAs/RSUs with service vesting conditions $ 12,683 2.1 RSUs with performance vesting conditions 682 0.5 RSUs with market vesting conditions 7,197 2.3 Total unrecognized compensation expense $ 20,562 |
Summary of Restricted Stock Award and Restricted Stock Unit Activity | RSA/RSU activity during the six months ended June 30, 2016 , was as follows: Performance-Based Awards Service-Based Awards Performance Vesting Market Vesting Number of RSAs/RSUs (in thousands) Weighted- Average Grant- Date Fair Value Number of RSUs (in thousands) Weighted- Average Grant- Date Fair Value Number of RSUs (in thousands) Weighted- Average Grant- Date Fair Value (1) Outstanding RSAs/RSUs - January 1, 2016 992 $ 18.24 19 $ 19.07 556 $ 6.81 RSAs/RSUs granted in 2016 527 $ 14.09 166 $ 14.07 441 $ 12.03 RSAs/RSUs settled in 2016 (524 ) $ 16.72 (19 ) $ 19.07 — $ — RSAs/RSUs forfeited in 2016 (19 ) $ 16.09 (1 ) $ 14.07 (4 ) $ 15.04 Outstanding RSAs/RSUs - June 30, 2016 976 $ 16.86 165 $ 14.07 993 $ 9.10 Vested RSAs/RSUs - June 30, 2016 7 $ 20.15 — $ — — $ — Nonvested RSAs/RSUs - June 30, 2016 969 $ 16.83 165 $ 14.07 993 $ 9.10 _________________________________ (1) An independent third-party valuation was performed contemporaneously with the issuance of grants. |
Summary of Key Assumptions Used for Fair Value Computation | During the six months ended June 30, 2016 , the grant-date fair value of awards granted during the quarter with market vesting conditions was calculated using a Monte Carlo simulation model with the following key assumptions: Expected holding period 2.85 years Risk-free rate of return 0.88 % Expected dividend yield 5.91 % |
ESH REIT | |
Summary of Restricted Stock Award and Restricted Stock Unit Activity | RSA/RSU activity during the six months ended June 30, 2016, was as follows: Number of RSAs/RSUs (in thousands) Weighted- Average Grant-Date Fair Value Outstanding RSAs/RSUs - January 1, 2016 244 $ 9.71 RSAs/RSUs granted in 2016 15 $ 14.08 RSAs/RSUs settled in 2016 (210 ) $ 9.11 RSAs/RSUs forfeited in 2016 — $ — Outstanding RSAs/RSUs - June 30, 2016 49 $ 13.57 Vested RSAs/RSUs - June 30, 2016 3 $ 19.74 Nonvested RSAs/RSUs - June 30, 2016 46 $ 13.24 |
Business, Organization and Ba32
Business, Organization and Basis of Consolidation - Additional Information (Detail) | Nov. 18, 2013$ / sharesshares | Mar. 31, 2016shares | Mar. 31, 2015shares | Jun. 30, 2016USD ($)RoomStateHotel$ / sharesshares | Feb. 29, 2016USD ($) | Dec. 31, 2015USD ($)RoomStateHotel$ / sharesshares |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Offering of paired shares (shares) | 32,500,000 | |||||
Cash consideration per Paired share (dollars per share) | $ / shares | $ 20 | |||||
Common stock, par value (dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||
Common stock, shares issued (shares) | 1 | 200,814,546 | 204,593,912 | |||
Approximate percentage of ownership of common stock | 55.00% | |||||
Number of hotel properties | Hotel | 629 | |||||
Amount of stock repurchase plan authorized (up to) | $ | $ 200,000,000 | $ 100,000,000 | ||||
Paired shares repurchased and retired (shares) | 4,000,000 | |||||
Paired shares repurchased and retired, amount | $ | $ 60,356,000 | |||||
Common stock, shares outstanding (shares) | 200,814,546 | 204,593,912 | ||||
Preferred shares of ESH REIT | 125 | |||||
Class B common stock | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Common stock, par value (dollars per share) | $ / shares | $ 0.01 | |||||
Common stock, shares issued (shares) | 1 | |||||
Public | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Percentage of outstanding paired shares, owned | 36.90% | |||||
Sponsors and Management | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Percentage of outstanding paired shares, owned | 63.10% | |||||
Parent Company | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Paired shares repurchased and retired, amount | $ | $ 37,000,000 | |||||
ESH REIT | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Offering of paired shares (shares) | 32,500,000 | |||||
Cash consideration per Paired share (dollars per share) | $ / shares | $ 20 | |||||
Common stock, par value (dollars per share) | $ / shares | $ 0.01 | |||||
Common stock, shares issued (shares) | 1 | |||||
Approximate percentage of ownership of common stock | 55.00% | |||||
Number of hotel properties | Hotel | 629 | |||||
Amount of stock repurchase plan authorized (up to) | $ | $ 200,000,000 | $ 100,000,000 | ||||
Paired shares repurchased and retired (shares) | 4,000,000 | |||||
Paired shares repurchased and retired, amount | $ | $ 23,436,000 | |||||
ESH REIT | Class A common stock | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Offering of paired shares (shares) | 190,000 | |||||
Common stock, par value (dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Common stock, shares issued (shares) | 250,493,583 | 250,493,583 | ||||
Approximate percentage of ownership of common stock | 55.00% | |||||
Common stock, shares outstanding (shares) | 250,493,583 | 250,493,583 | ||||
ESH REIT | Class B common stock | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Offering of paired shares (shares) | 199,000 | 97,000 | ||||
Common stock, par value (dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||
Common stock, shares issued (shares) | 200,814,546 | 204,593,912 | ||||
Paired shares repurchased and retired (shares) | 4,000,000 | |||||
Paired shares repurchased and retired, amount | $ | $ 23,400,000 | |||||
Common stock, shares outstanding (shares) | 200,814,546 | 204,593,912 | ||||
Percentage of common equity | 45.00% | |||||
ESH REIT | Public | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Percentage of outstanding paired shares, owned | 35.80% | 36.90% | ||||
ESH REIT | Sponsors and Management | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Percentage of outstanding paired shares, owned | 64.20% | 63.10% | ||||
U.S. | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Number of states in which the company owns hotels | State | 44 | 44 | ||||
U.S. | ESH REIT | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Number of states in which the company owns hotels | State | 44 | 44 | ||||
Hotel | U.S. | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Number of hotel properties | Hotel | 626 | 626 | ||||
Number of rooms | Room | 68,900 | 68,900 | ||||
Hotel | U.S. | ESH REIT | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Number of hotel properties | Hotel | 626 | 626 | ||||
Number of rooms | Room | 68,900 | 68,900 | ||||
Hotel | Canada | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Number of rooms | Room | 500 | 500 | ||||
Hotel | Canada | ESH REIT | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Number of rooms | Room | 500 | 500 | ||||
Hotel | Extended Stay Canada | Canada | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Number of hotel properties | Hotel | 3 | 3 | ||||
Hotel | Extended Stay Canada | Canada | ESH REIT | ||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||
Number of hotel properties | Hotel | 3 | 3 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Additional Information (Detail) | 6 Months Ended | ||
Jun. 30, 2016USD ($)segment | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Impairment charge related to property and equipment | $ 0 | $ 0 | |
Number of operating segments | segment | 1 | ||
Future minimum lease payments | $ 95,600,000 | ||
Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful life of asset (years) | 3 years | ||
Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful life of asset (years) | 49 years | ||
ESH REIT | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Impairment charge related to property and equipment | $ 0 | $ 0 | |
Number of operating segments | segment | 1 | ||
Deferred rent receivable, net | $ 40,903,000 | $ 41,546,000 | |
Future minimum lease payments | $ 85,000,000 | ||
ESH REIT | Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful life of asset (years) | 3 years | ||
ESH REIT | Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful life of asset (years) | 49 years |
Net Income (Loss) Per Share - C
Net Income (Loss) Per Share - Calculations of Basic and Diluted Net Income Per Share, Including a Reconciliation of Numerators and Denominators (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Earnings Per Share [Line Items] | ||||
Net income (loss) | $ 61,386 | $ 64,805 | $ 76,139 | $ 92,665 |
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS | 60,729 | 57,983 | 77,775 | 79,531 |
Net income (loss) available to common shareholders - basic | 60,729 | 57,983 | 77,775 | 79,531 |
Less amounts available to noncontrolling interests assuming conversion | 0 | (6) | 0 | (12) |
Net income (loss) available to common shareholders - diluted | $ 60,729 | $ 57,977 | $ 77,775 | $ 79,519 |
Weighted-average number of common shares outstanding - basic (shares) | 201,600 | 204,227 | 202,955 | 204,117 |
Dilutive securities (shares) | 89 | 326 | 74 | 348 |
Weighted-average number of common shares outstanding - diluted (shares) | 201,689 | 204,553 | 203,029 | 204,465 |
Net income (loss) per common share - basic (dollars per share) | $ 0.30 | $ 0.28 | $ 0.38 | $ 0.39 |
Net income (loss) per common share - diluted (dollars per share) | $ 0.30 | $ 0.28 | $ 0.38 | $ 0.39 |
ESH REIT | ||||
Earnings Per Share [Line Items] | ||||
Net income (loss) | $ 1,471 | $ 15,188 | $ (3,659) | $ 29,234 |
Less preferred dividends | (4) | (4) | (8) | (8) |
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS | 1,467 | 15,184 | (3,667) | 29,226 |
Net income (loss) available to common shareholders - basic | 1,467 | 15,184 | (3,667) | 29,226 |
ESH REIT | Class A common stock | ||||
Earnings Per Share [Line Items] | ||||
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS | 814 | 8,364 | (2,023) | 16,100 |
Net income (loss) available to common shareholders - basic | 814 | 8,364 | (2,023) | 16,100 |
Less amounts available to noncontrolling interests assuming conversion | 0 | (6) | 0 | (12) |
Net income (loss) available to common shareholders - diluted | $ 814 | $ 8,358 | $ (2,023) | $ 16,088 |
Weighted-average number of common shares outstanding - basic and diluted (shares) | 250,494 | 250,494 | 250,494 | 250,408 |
Weighted-average number of common shares outstanding - basic (shares) | 250,494 | 250,494 | 250,494 | 250,408 |
Weighted-average number of common shares outstanding - diluted (shares) | 250,494 | 250,494 | 250,494 | 250,408 |
Net income (loss) per common share - basic (dollars per share) | $ 0 | $ 0.03 | $ (0.01) | $ 0.06 |
Net income (loss) per common share - diluted (dollars per share) | $ 0 | $ 0.03 | $ (0.01) | $ 0.06 |
ESH REIT | Class B common stock | ||||
Earnings Per Share [Line Items] | ||||
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ 653 | $ 6,820 | $ (1,644) | $ 13,126 |
Net income (loss) available to common shareholders - basic | 653 | 6,820 | (1,644) | 13,126 |
Less amounts available to noncontrolling interests assuming conversion | 0 | 6 | 0 | 12 |
Net income (loss) available to common shareholders - diluted | $ 653 | $ 6,826 | $ (1,644) | $ 13,138 |
Weighted-average number of common shares outstanding - basic (shares) | 201,600 | 204,227 | 202,955 | 204,117 |
Dilutive securities (shares) | 89 | 326 | 0 | 348 |
Weighted-average number of common shares outstanding - diluted (shares) | 201,689 | 204,553 | 202,955 | 204,465 |
Net income (loss) per common share - basic (dollars per share) | $ 0 | $ 0.03 | $ (0.01) | $ 0.06 |
Net income (loss) per common share - diluted (dollars per share) | $ 0 | $ 0.03 | $ (0.01) | $ 0.06 |
Anti-dilutive securities excluded from net (loss) income per common share - Class B - diluted (shares) | 0 | 0 | 74 | 0 |
Hotel Dispositions - Additional
Hotel Dispositions - Additional Information (Details) $ in Thousands | Dec. 08, 2015USD ($)Hotel | Jun. 30, 2016USD ($)Hotel | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of hotel properties | Hotel | 629 | |||
Proceeds from sale of hotel properties | $ 0 | $ 852 | ||
Hotel properties, carrying value | $ 3,913,762 | $ 3,921,341 | ||
Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of hotel properties | Hotel | 53 | |||
Proceeds from sale of hotel properties | $ 285,000 | |||
Hotel properties, carrying value | $ 145,400 | |||
Gain on sale of hotel properties | 130,900 | |||
Crossland Economy Studios | Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of hotel properties | Hotel | 47 | |||
Extended Stay America Hotels | Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of hotel properties | Hotel | 6 | |||
ESH REIT | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of hotel properties | Hotel | 629 | |||
Proceeds from sale of hotel properties | $ 0 | $ 852 | ||
Hotel properties, carrying value | $ 3,913,454 | 3,920,906 | ||
ESH REIT | Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of hotel properties | Hotel | 53 | |||
Proceeds from sale of property, plant and equipment | $ 273,000 | |||
Goodwill | 2,100 | |||
Hotel properties, carrying value | $ 148,400 | |||
Gain on sale of hotel properties | $ 116,600 | |||
ESH REIT | Crossland Economy Studios | Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of hotel properties | Hotel | 47 | |||
ESH REIT | Extended Stay America Hotels | Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of hotel properties | Hotel | 6 |
Hotel Dispositions - Summary of
Hotel Dispositions - Summary of Revenues and Expenses (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016USD ($)Hotel | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)Hotel | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 08, 2015Hotel | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Total room and other hotel revenues | $ 332,789 | $ 340,311 | $ 620,347 | $ 627,902 | ||
Total operating expenses | 228,077 | 223,064 | 451,897 | 440,742 | ||
Income before income tax expense | 68,834 | 82,657 | 86,483 | 119,491 | ||
Outstanding principle total | $ 2,786,004 | $ 2,786,004 | $ 2,796,314 | |||
Number of hotel properties | Hotel | 629 | 629 | ||||
Disposed of by Sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Total room and other hotel revenues | 18,428 | 35,377 | ||||
Total operating expenses | 11,943 | 23,736 | ||||
Income before income tax expense | 5,528 | 9,761 | ||||
Number of hotel properties | Hotel | 53 | |||||
ESH REIT | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Total operating expenses | $ 80,156 | 74,379 | $ 159,601 | 151,037 | ||
Income before income tax expense | 1,262 | 15,295 | (7,458) | 29,440 | ||
Outstanding principle total | $ 2,786,004 | $ 2,786,004 | $ 2,796,314 | |||
Number of hotel properties | Hotel | 629 | 629 | ||||
ESH REIT | Disposed of by Sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Total room and other hotel revenues | 6,792 | 13,583 | ||||
Total operating expenses | 3,487 | 7,190 | ||||
Income before income tax expense | 2,349 | 4,514 | ||||
Number of hotel properties | Hotel | 53 | |||||
Mortgage Loan Payable | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Outstanding principle total | 86,100 | 86,100 | ||||
Mortgage Loan Payable | ESH REIT | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Outstanding principle total | $ 86,100 | $ 86,100 |
Property and Equipment - Net In
Property and Equipment - Net Investment in Property and Equipment (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 4,791,659 | $ 4,703,270 |
Less accumulated depreciation | (877,897) | (781,929) |
Property and equipment - net | 3,913,762 | 3,921,341 |
ESH REIT | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 4,775,583 | 4,685,940 |
Less accumulated depreciation | (862,129) | (765,034) |
Property and equipment - net | 3,913,454 | 3,920,906 |
Land and site improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 1,299,815 | 1,296,918 |
Land and site improvements | ESH REIT | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 1,300,579 | 1,297,696 |
Building and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 2,901,286 | 2,859,227 |
Building and improvements | ESH REIT | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 2,911,000 | 2,868,943 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 568,149 | 522,617 |
Furniture, fixtures and equipment | ESH REIT | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 562,329 | 517,626 |
Hotel | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 4,769,250 | 4,678,762 |
Less accumulated depreciation | (864,921) | (767,240) |
Hotel | ESH REIT | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 4,773,908 | 4,684,265 |
Corporate furniture, fixtures, equipment, software and other | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 20,734 | 22,833 |
Less accumulated depreciation | (12,976) | (14,689) |
Undeveloped land parcel | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 1,675 | 1,675 |
Undeveloped land parcel | ESH REIT | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 1,675 | $ 1,675 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) | 6 Months Ended | |
Jun. 30, 2016USD ($)Hotel | Jun. 30, 2015USD ($) | |
Property, Plant and Equipment [Line Items] | ||
Impairment charges | $ | $ 0 | $ 0 |
Number of hotel properties | 629 | |
Hotel | Commercial Real Estate | 2012 Mortgage Loan | ||
Property, Plant and Equipment [Line Items] | ||
Number of hotel properties | 625 | |
ESH REIT | ||
Property, Plant and Equipment [Line Items] | ||
Impairment charges | $ | $ 0 | $ 0 |
Number of hotel properties | 629 | |
ESH REIT | Hotel | Commercial Real Estate | 2012 Mortgage Loan | ||
Property, Plant and Equipment [Line Items] | ||
Number of hotel properties | 625 |
Intangible Assets and Goodwil39
Intangible Assets and Goodwill - Company's Intangible Assets and Goodwill (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (7,680) | $ (7,010) |
Definite-lived intangible assets, Net Book Value | 19,120 | |
Total intangible assets, Gross Carrying Amount | 36,733 | 36,733 |
Accumulated Amortization | (7,680) | (7,010) |
Total intangible assets, Net Book Value | 29,053 | 29,723 |
Goodwill | 53,531 | 53,531 |
Total intangible assets and goodwill, Gross Carrying Amount | 90,264 | 90,264 |
Accumulated Amortization | (7,680) | (7,010) |
Total intangible assets and goodwill, Net Book Value | 82,584 | 83,254 |
Trademarks | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 9,933 | $ 9,933 |
Customer Relationships | ||
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (years) | 20 years | 20 years |
Definite-lived intangible assets, Gross Carrying Amount | $ 26,800 | $ 26,800 |
Accumulated Amortization | (7,680) | (7,010) |
Definite-lived intangible assets, Net Book Value | 19,120 | 19,790 |
Accumulated Amortization | (7,680) | (7,010) |
Accumulated Amortization | $ (7,680) | $ (7,010) |
Intangible Assets and Goodwil40
Intangible Assets and Goodwill - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Weighted-average amortization period remaining for definite-lived intangible assets (years) | 14 years |
Intangible Assets and Goodwil41
Intangible Assets and Goodwill - Estimated Future Amortization Expense for Intangible Assets (Detail) $ in Thousands | Jun. 30, 2016USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2016 | $ 670 |
2,017 | 1,340 |
2,018 | 1,340 |
2,019 | 1,340 |
2,020 | 1,340 |
Thereafter | 13,090 |
Definite-lived intangible assets, Net Book Value | $ 19,120 |
Debt - Company's Outstanding De
Debt - Company's Outstanding Debt (Detail) - USD ($) | Mar. 18, 2016 | Mar. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | May 15, 2015 | Nov. 18, 2014 | Nov. 18, 2013 |
Debt Instrument [Line Items] | |||||||
Outstanding Principal, Mortgage loan | $ 1,484,160,000 | $ 1,911,621,000 | |||||
Outstanding Principal, Term loan facility | 0 | 361,523,000 | |||||
Outstanding Principal, Senior notes | 1,263,450,000 | 489,244,000 | |||||
Outstanding principle total | 2,786,004,000 | 2,796,314,000 | |||||
Unamortized deferred financing costs | 39,427,000 | 36,314,000 | |||||
2012 Mortgage Loan Component B | |||||||
Debt Instrument [Line Items] | |||||||
Stated Amount | 350,000,000 | ||||||
Outstanding Principal, Mortgage loan | 0 | 111,157,000 | |||||
Unamortized deferred financing costs | $ 0 | $ 784,000 | |||||
Stated interest rate | 3.4047% | ||||||
Interest Rate (percent) | 3.4047% | ||||||
2012 Mortgage Loan Component C | |||||||
Debt Instrument [Line Items] | |||||||
Stated Amount | $ 1,820,000,000 | ||||||
Outstanding Principal, Mortgage loan | 1,497,620,000 | $ 1,820,000,000 | |||||
Unamortized deferred financing costs | $ 13,460,000 | $ 18,752,000 | |||||
Stated interest rate | 4.0547% | ||||||
Interest Rate (percent) | 4.0547% | 4.0547% | |||||
2025 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Stated Amount | $ 1,300,000,000 | ||||||
Outstanding Principal, Senior notes | 1,288,384,000 | $ 500,000,000 | |||||
Unamortized deferred financing costs | $ 24,934,000 | $ 10,756,000 | |||||
Stated interest rate | 5.25% | ||||||
Interest Rate (percent) | 5.25% | 5.25% | |||||
Term Loan Facility | 2014 Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Stated Amount | $ 375,000,000 | ||||||
Outstanding Principal, Term loan facility | 0 | $ 365,157,000 | |||||
Unamortized deferred financing costs | 0 | $ 3,635,000 | |||||
Interest Rate (percent) | 5.00% | ||||||
Unamortized discount on debt | $ 1,300,000 | ||||||
ESH REIT Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Stated Amount | 250,000,000 | ||||||
Outstanding Principal, Revolving credit facilities | 0 | 0 | |||||
Unamortized deferred financing costs | 618,000 | 1,431,000 | |||||
Revolving credit facility, capacity | $ 350,000,000 | ||||||
Debt instrument, extension option (years) | 1 year | ||||||
Corporation Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Stated Amount | $ 50,000,000 | ||||||
Outstanding Principal, Revolving credit facilities | 0 | 0 | |||||
Unamortized deferred financing costs | $ 415,000 | 956,000 | |||||
Revolving credit facility, capacity | $ 50,000,000 | $ 75,000,000 | |||||
Debt instrument, extension option (years) | 1 year | ||||||
ESH REIT | |||||||
Debt Instrument [Line Items] | |||||||
Outstanding Principal, Mortgage loan | $ 1,484,160,000 | 1,911,621,000 | |||||
Outstanding Principal, Term loan facility | 0 | 361,523,000 | |||||
Outstanding Principal, Senior notes | 1,263,450,000 | 489,244,000 | |||||
Outstanding principle total | 2,786,004,000 | 2,796,314,000 | |||||
Unamortized deferred financing costs | 39,012,000 | 35,358,000 | |||||
Revolving credit facility, capacity | 350,000,000 | ||||||
ESH REIT | 2012 Mortgage Loan Component B | |||||||
Debt Instrument [Line Items] | |||||||
Stated Amount | 350,000,000 | ||||||
Outstanding Principal, Mortgage loan | 0 | 111,157,000 | |||||
Unamortized deferred financing costs | $ 0 | $ 784,000 | |||||
Stated interest rate | 3.4047% | ||||||
Interest Rate (percent) | 3.4047% | ||||||
ESH REIT | 2012 Mortgage Loan Component C | |||||||
Debt Instrument [Line Items] | |||||||
Stated Amount | $ 1,820,000,000 | ||||||
Outstanding Principal, Mortgage loan | 1,497,620,000 | $ 1,820,000,000 | |||||
Unamortized deferred financing costs | $ 13,460,000 | $ 18,752,000 | |||||
Stated interest rate | 4.0547% | ||||||
Interest Rate (percent) | 4.0547% | 4.0547% | |||||
ESH REIT | 2014 Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Stated Amount | $ 375,000,000 | $ 375,000,000 | |||||
ESH REIT | 2025 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Stated Amount | 1,300,000,000 | $ 500,000,000 | |||||
Outstanding Principal, Senior notes | 1,288,384,000 | $ 500,000,000 | |||||
Unamortized deferred financing costs | $ 24,934,000 | $ 10,756,000 | |||||
Stated interest rate | 5.25% | 5.25% | |||||
Interest Rate (percent) | 5.25% | 5.25% | |||||
ESH REIT | Term Loan Facility | 2014 Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Stated Amount | $ 375,000,000 | ||||||
Outstanding Principal, Term loan facility | 0 | $ 365,157,000 | |||||
Unamortized deferred financing costs | 0 | $ 3,635,000 | |||||
Interest Rate (percent) | 5.00% | ||||||
Unamortized discount on debt | $ 1,300,000 | ||||||
ESH REIT | ESH REIT Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Stated Amount | 250,000,000 | ||||||
Outstanding Principal, Revolving credit facilities | 0 | 0 | |||||
Unamortized deferred financing costs | $ 618,000 | $ 1,431,000 | |||||
Spread on base rate (percent) | 1.00% | ||||||
Revolving credit facility, capacity | $ 250,000,000 | ||||||
Debt instrument, extension option (years) | 1 year | ||||||
2025 Notes | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Stated Amount | $ 800,000,000 | ||||||
Proceeds from issuance of debt | 800,000,000 | ||||||
Unamortized discount on debt | $ 11,600,000 | ||||||
2025 Notes | ESH REIT | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Stated Amount | 800,000,000 | 800,000,000 | |||||
Proceeds from issuance of debt | $ 800,000,000 | $ 800,000,000 | 800,000,000 | ||||
Unamortized discount on debt | $ 11,600,000 | ||||||
LIBOR | Term Loan Facility | 2014 Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Spread on base rate (percent) | 4.25% | ||||||
LIBOR | ESH REIT Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Spread on base rate (percent) | 3.00% | ||||||
LIBOR | Corporation Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Spread on base rate (percent) | 3.75% | ||||||
LIBOR | ESH REIT | 2014 Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 4.25% | ||||||
LIBOR | ESH REIT | Term Loan Facility | 2014 Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Spread on base rate (percent) | 4.25% | ||||||
LIBOR | ESH REIT | ESH REIT Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Spread on base rate (percent) | 3.00% | ||||||
Minimum | LIBOR | Term Loan Facility | 2014 Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Spread on base rate (percent) | 0.75% | ||||||
Minimum | LIBOR | ESH REIT | Term Loan Facility | 2014 Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Spread on base rate (percent) | 0.75% |
Debt (Summary) - Additional Inf
Debt (Summary) - Additional Information (Detail) - USD ($) $ in Millions | Mar. 18, 2016 | May 15, 2015 | Mar. 31, 2016 | Jun. 30, 2016 |
ESH REIT | 2014 Term Loan and 2012 Mortgage Loan | ||||
Debt Instrument [Line Items] | ||||
Gain (loss) on extinguishment of debt | $ (12.1) | |||
Write-off of unamortized deferred financing costs | 8.4 | |||
Other costs | 3.7 | |||
ESH REIT | 2012 Mortgage Loan | ||||
Debt Instrument [Line Items] | ||||
Repayments of long-term debt | 433.5 | |||
ESH REIT | 2012 Mortgage Loan Component B | ||||
Debt Instrument [Line Items] | ||||
Repayments of long-term debt | 111.2 | |||
ESH REIT | 2012 Mortgage Loan Component C | ||||
Debt Instrument [Line Items] | ||||
Repayments of long-term debt | 322.3 | |||
Senior Notes | 2025 Notes | ||||
Debt Instrument [Line Items] | ||||
Proceeds from issuance of debt | $ 800 | |||
Senior Notes | ESH REIT | 2025 Notes | ||||
Debt Instrument [Line Items] | ||||
Proceeds from issuance of debt | $ 800 | $ 800 | 800 | |
Proceeds from issuance of debt, net of issuance costs | $ 772.8 | |||
2025 Notes | ESH REIT | ||||
Debt Instrument [Line Items] | ||||
Percentage of par value of senior notes | 100.00% | 98.50% | ||
Repayments of long-term debt | $ 500 | |||
2014 Term Loan | ESH REIT | 2014 Term Loan | ||||
Debt Instrument [Line Items] | ||||
Repayments of long-term debt | $ 366.5 | $ 366.5 |
Debt (ESH REIT Mortgage Loans)
Debt (ESH REIT Mortgage Loans) - Additional Information (Detail) - ESH REIT - 2012 Mortgage Loan | 6 Months Ended | |
Jun. 30, 2016USD ($) | Nov. 30, 2012USD ($)loan_component | |
Debt Instrument [Line Items] | ||
Stated Amount | $ 2,520,000,000 | |
2012 Mortgage Loan, components | loan_component | 3 | |
Interest-only payments, due on the first day of each calendar month | $ 5,100,000 | |
Debt yield, event of default (percent) | 9.00% | |
Debt yield (percent) | 37.80% | |
Financial Guarantee | ||
Debt Instrument [Line Items] | ||
Loss guaranteed by subsidiaries threshold limit | $ 252,000,000 |
Debt (ESH REIT Term Loan Facili
Debt (ESH REIT Term Loan Facility) - Additional Information (Detail) - USD ($) | Mar. 18, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2016 |
2014 Term Loan | ESH REIT | ||||
Debt Instrument [Line Items] | ||||
Stated Amount | $ 375,000,000 | $ 375,000,000 | ||
Mandatory prepayments are required up to a certain amount of excess cash flow (percent) | 50.00% | |||
Mandatory prepayment on mortgage loan | $ 8,500,000 | |||
2014 Term Loan | Debt Instrument, Redemption, Period Two | ESH REIT | ||||
Debt Instrument [Line Items] | ||||
Prepayment penalties, rate of the principal amount repaid (percent) | 1.00% | |||
2014 Term Loan | LIBOR | ESH REIT | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate, floor (percent) | 0.75% | |||
Stated interest rate | 4.25% | |||
2014 Term Loan | Federal Funds Rate | ESH REIT | ||||
Debt Instrument [Line Items] | ||||
Spread on base rate (percent) | 0.50% | |||
2014 Term Loan | One-month LIBOR | ESH REIT | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate, floor (percent) | 0.75% | |||
Spread on base rate (percent) | 1.00% | |||
2014 Term Loan | Base Rate | ESH REIT | ||||
Debt Instrument [Line Items] | ||||
Spread on base rate (percent) | 3.25% | |||
2025 Notes | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Proceeds from issuance of debt | $ 800,000,000 | |||
Stated Amount | 800,000,000 | |||
2025 Notes | Senior Notes | ESH REIT | ||||
Debt Instrument [Line Items] | ||||
Proceeds from issuance of debt | $ 800,000,000 | 800,000,000 | $ 800,000,000 | |
Stated Amount | 800,000,000 | $ 800,000,000 | ||
2014 Term Loan | 2014 Term Loan | ESH REIT | ||||
Debt Instrument [Line Items] | ||||
Repayments of long-term debt | 366,500,000 | $ 366,500,000 | ||
Prepayment penalty | $ 3,700,000 |
Debt (ESH REIT Senior Notes) -
Debt (ESH REIT Senior Notes) - Additional Information (Detail) - USD ($) | Mar. 18, 2016 | May 15, 2015 | Jun. 30, 2016 | Mar. 31, 2016 | Nov. 30, 2012 |
2025 Notes | |||||
Debt Instrument [Line Items] | |||||
Stated Amount | $ 1,300,000,000 | ||||
Stated interest rate | 5.25% | ||||
ESH REIT | 2025 Notes | |||||
Debt Instrument [Line Items] | |||||
Stated Amount | $ 500,000,000 | $ 1,300,000,000 | |||
Stated interest rate | 5.25% | 5.25% | |||
Percentage of par value of senior notes | 100.00% | 98.50% | |||
Repayments of long-term debt | $ 500,000,000 | ||||
ESH REIT | 2025 Notes | Debt Instrument, Redemption, Period Three | Minimum | |||||
Debt Instrument [Line Items] | |||||
Redemption Price as a percentage of principal repayment | 100.00% | ||||
ESH REIT | 2025 Notes | Debt Instrument, Redemption, Period Three | Maximum | |||||
Debt Instrument [Line Items] | |||||
Redemption Price as a percentage of principal repayment | 102.625% | ||||
ESH REIT | 2025 Notes | Debt Instrument, Redemption, Period Two | |||||
Debt Instrument [Line Items] | |||||
Redemption Price as a percentage of principal repayment | 100.00% | ||||
ESH REIT | 2025 Notes | Debt Instrument, Redemption, Period One | |||||
Debt Instrument [Line Items] | |||||
Redemption Price as a percentage of principal repayment | 105.25% | ||||
Prepayment penalties, rate of the principal amount repaid (percent) | 35.00% | ||||
Outstanding percentage of principal amount (percent) | 65.00% | ||||
ESH REIT | 2025 Notes | Change of Control | |||||
Debt Instrument [Line Items] | |||||
Redemption Price as a percentage of principal repayment | 101.00% | ||||
ESH REIT | 2014 Term Loan | |||||
Debt Instrument [Line Items] | |||||
Stated Amount | $ 375,000,000 | $ 375,000,000 | |||
ESH REIT | 2014 Term Loan | Debt Instrument, Redemption, Period Two | |||||
Debt Instrument [Line Items] | |||||
Prepayment penalties, rate of the principal amount repaid (percent) | 1.00% | ||||
2014 Term Loan | ESH REIT | 2014 Term Loan | |||||
Debt Instrument [Line Items] | |||||
Repayments of long-term debt | 366,500,000 | $ 366,500,000 | |||
2025 Notes | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Stated Amount | $ 800,000,000 | ||||
2025 Notes | ESH REIT | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Stated Amount | $ 800,000,000 | $ 800,000,000 | |||
2012 Mortgage Loan | ESH REIT | |||||
Debt Instrument [Line Items] | |||||
Stated Amount | $ 2,520,000,000 | ||||
Repayments of long-term debt | $ 433,500,000 |
Debt (Revolving Credit Faciliti
Debt (Revolving Credit Facilities) - Additional Information (Detail) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016USD ($)LetterOfCredit | Dec. 31, 2015USD ($)LetterOfCredit | Nov. 18, 2014USD ($) | Nov. 18, 2013USD ($) | |
Debt Instrument [Line Items] | ||||
Letters of credit outstanding | $ 1,800,000 | |||
ESH REIT | ||||
Debt Instrument [Line Items] | ||||
Revolving credit facility, capacity | 350,000,000 | |||
ESH REIT Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Revolving credit facility, capacity | $ 350,000,000 | |||
Debt instrument, extension option (years) | 1 year | |||
Revolving credit facility | $ 0 | $ 0 | ||
ESH REIT Revolving Credit Facility | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Spread on base rate (percent) | 3.00% | |||
ESH REIT Revolving Credit Facility | ESH REIT | ||||
Debt Instrument [Line Items] | ||||
Revolving credit facility, capacity | $ 250,000,000 | |||
Additional issuance available under letter of credit | $ 50,000,000 | 50,000,000 | ||
Amount of swingline loans (up to) | $ 20,000,000 | 20,000,000 | ||
Outstanding letter of credit fee (percent) | 3.125% | |||
Spread on base rate (percent) | 1.00% | |||
Debt instrument, extension option (years) | 1 year | |||
Number of letters of credit | LetterOfCredit | 0 | 0 | ||
Revolving credit facility | $ 0 | $ 0 | ||
Amount of borrowing capacity remaining | $ 250,000,000 | $ 250,000,000 | ||
Consolidated leverage ratio maximum | 9 | |||
Debt yield (percent) | 37.80% | |||
Adjusted debt yield (percent) | 20.30% | |||
ESH REIT Revolving Credit Facility | ESH REIT | Scenario, Plan | ||||
Debt Instrument [Line Items] | ||||
Revolving credit facility, capacity | 350,000,000 | |||
ESH REIT Revolving Credit Facility | ESH REIT | Federal Funds Rate | ||||
Debt Instrument [Line Items] | ||||
Spread on base rate (percent) | 0.50% | |||
ESH REIT Revolving Credit Facility | ESH REIT | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Spread on base rate (percent) | 2.00% | |||
ESH REIT Revolving Credit Facility | ESH REIT | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Spread on base rate (percent) | 3.00% | |||
ESH REIT Revolving Credit Facility | Event of Default | ESH REIT | ||||
Debt Instrument [Line Items] | ||||
Debt yield (percent) | 9.00% | |||
ESH REIT Revolving Credit Facility | Trigger Event | ESH REIT | ||||
Debt Instrument [Line Items] | ||||
Debt yield (percent) | 11.50% | |||
ESH REIT Revolving Credit Facility | Maximum | ESH REIT | ||||
Debt Instrument [Line Items] | ||||
Fee on unutilized revolving credit facility (percent) | 0.35% | |||
ESH REIT Revolving Credit Facility | Minimum | ESH REIT | ||||
Debt Instrument [Line Items] | ||||
Fee on unutilized revolving credit facility (percent) | 0.175% | |||
Corporation Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Revolving credit facility, capacity | $ 50,000,000 | $ 75,000,000 | ||
Additional issuance available under letter of credit | $ 50,000,000 | |||
Amount of swingline loans (up to) | $ 20,000,000 | |||
Outstanding letter of credit fee (percent) | 3.875% | |||
Debt instrument, extension option (years) | 1 year | |||
Number of letters of credit | LetterOfCredit | 1 | 1 | ||
Letters of credit outstanding | $ 1,800,000 | $ 1,800,000 | ||
Revolving credit facility | 0 | 0 | ||
Amount of borrowing capacity remaining | $ 48,200,000 | $ 48,200,000 | ||
Consolidated leverage ratio maximum | 8.75 | |||
Debt yield (percent) | 37.80% | |||
Adjusted debt yield (percent) | 20.20% | |||
Corporation Revolving Credit Facility | Federal Funds Rate | ||||
Debt Instrument [Line Items] | ||||
Spread on base rate (percent) | 0.50% | |||
Corporation Revolving Credit Facility | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Spread on base rate (percent) | 2.75% | |||
Corporation Revolving Credit Facility | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Spread on base rate (percent) | 3.75% | |||
Corporation Revolving Credit Facility | LIBOR Plus Rate | ||||
Debt Instrument [Line Items] | ||||
Spread on base rate (percent) | 1.00% | |||
Corporation Revolving Credit Facility | Event of Default | ||||
Debt Instrument [Line Items] | ||||
Debt yield (percent) | 9.00% | |||
Corporation Revolving Credit Facility | Trigger Event | ||||
Debt Instrument [Line Items] | ||||
Debt yield (percent) | 12.00% | |||
Corporation Revolving Credit Facility | Maximum | ||||
Debt Instrument [Line Items] | ||||
Fee on unutilized revolving credit facility (percent) | 0.35% | |||
Corporation Revolving Credit Facility | Minimum | ||||
Debt Instrument [Line Items] | ||||
Fee on unutilized revolving credit facility (percent) | 0.175% |
Debt - Future Maturities of Deb
Debt - Future Maturities of Debt (Detail) $ in Thousands | Jun. 30, 2016USD ($) |
Debt Instrument [Line Items] | |
Remainder of 2016 | $ 0 |
2,017 | 0 |
2,018 | 0 |
2,019 | 1,497,620 |
2,020 | 0 |
Thereafter | 1,300,000 |
Total | 2,797,620 |
ESH REIT | |
Debt Instrument [Line Items] | |
Remainder of 2016 | 0 |
2,017 | 0 |
2,018 | 0 |
2,019 | 1,497,620 |
2,020 | 0 |
Thereafter | 1,300,000 |
Total | $ 2,797,620 |
Debt (Fair Value of Debt) - Add
Debt (Fair Value of Debt) - Additional Information (Detail) - USD ($) $ in Billions | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Estimated fair value | $ 2.8 | $ 2.8 |
ESH REIT | ||
Debt Instrument [Line Items] | ||
Estimated fair value | $ 2.8 | $ 2.8 |
Mandatorily Redeemable Prefer50
Mandatorily Redeemable Preferred Stock - Additional Information (Detail) - Mandatorily Redeemable Preferred Stock | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016USD ($)vote / shares$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Preferred stock, authorized (shares) | 350,000,000 | 350,000,000 |
Preferred stock, par value (dollars per share) | $ / shares | $ 0.01 | $ 0.01 |
Preferred stock, issued (shares) | 21,202 | 21,202 |
Preferred stock, outstanding (shares) | 21,202 | 21,202 |
Preferred stock, redemption rate (percent) | 8.00% | 8.00% |
Number of votes per share | vote / shares | 1 | |
Preferred stock, redemption value | $ | $ 1,000 | $ 1,000 |
Estimated fair value | $ | $ 21,500,000 | $ 21,200,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jan. 31, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Line Items] | ||||||||
Distributed portion of taxable income, percent | 95.00% | |||||||
Deferred income tax benefit, reversal of net deferred tax liabilities | $ 1,800 | $ 1,800 | ||||||
Undistributed taxable income, percent | 5.00% | |||||||
Special distribution paid | $ 86,500 | |||||||
Special distribution, deductible | $ 77,400 | |||||||
Income tax benefit, adjustment of deferred tax liability | $ (7,700) | |||||||
Provision (benefit) for income taxes | $ 7,448 | $ 17,852 | $ 10,344 | $ 26,826 | ||||
Effective tax rate, percent | 10.80% | 21.60% | 12.00% | 22.50% | ||||
Effective tax rate differs from federal statutory rate, percent | 35.00% | |||||||
Effective tax rate impact due to statutory law change | $ 7,700 | |||||||
ESH REIT | ||||||||
Income Taxes [Line Items] | ||||||||
Dividend subject to corporate income tax, percent | 55.00% | |||||||
Distributed portion of taxable income, percent | 100.00% | 95.00% | ||||||
Federal net operating loss carryforward utilized | $ 18,600 | |||||||
Deferred income tax benefit, reversal of net deferred tax liabilities | $ 2,300 | |||||||
Undistributed taxable income, percent | 5.00% | |||||||
Special distribution paid | $ 86,500 | |||||||
Special distribution, deductible | $ 77,400 | |||||||
Provision (benefit) for income taxes | $ (209) | $ 107 | $ (3,799) | $ 206 | ||||
Effective tax rate, percent | (16.60%) | 0.70% | 50.90% | 0.70% | ||||
Effective tax rate differs from federal statutory rate, percent | 35.00% | |||||||
Decrease in taxes payable | $ 200 | $ 200 | ||||||
Scenario, Forecast | ||||||||
Income Taxes [Line Items] | ||||||||
Special distribution, deductible | $ 9,100 | |||||||
Scenario, Forecast | ESH REIT | ||||||||
Income Taxes [Line Items] | ||||||||
Special distribution, deductible | $ 9,100 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Nov. 18, 2013shares | Mar. 31, 2016USD ($)shares | Mar. 31, 2015USD ($)shares | Jun. 30, 2016USD ($)shares | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)leaseshares | Jun. 30, 2015USD ($) | Mar. 18, 2016USD ($) | Dec. 31, 2015USD ($)shares |
Related Party Transaction [Line Items] | |||||||||
Approximate percentage of ownership of common stock | 55.00% | 55.00% | |||||||
Common distributions | $ 24,459,000 | $ 4,091,000 | |||||||
Common stock, value | $ 6,000 | ||||||||
Common stock, shares issued | shares | 32,500,000 | ||||||||
Sponsors | |||||||||
Related Party Transaction [Line Items] | |||||||||
Outstanding redeemable preferred stock (shares) | shares | 21,105 | 21,105 | 21,105 | ||||||
ESH REIT | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of leases | lease | 4 | ||||||||
Fixed rental revenues | $ 116,300,000 | $ 123,200,000 | $ 232,500,000 | 246,400,000 | |||||
Deferred rent receivable, net | 40,903,000 | 40,903,000 | $ 41,546,000 | ||||||
Percentage rental revenue | 200,000 | 200,000 | 400,000 | 400,000 | |||||
Unearned rental revenues from Extended Stay America, Inc. | 143,686,000 | 143,686,000 | 38,321,000 | ||||||
Unearned rental revenues, received | 74,700,000 | 74,700,000 | |||||||
Rents receivable from Extended Stay America, Inc. | 30,187,000 | 30,187,000 | 4,299,000 | ||||||
Unearned rental revenues related to future minimum rents | $ 38,800,000 | $ 38,800,000 | 0 | ||||||
Approximate percentage of ownership of common stock | 55.00% | 55.00% | |||||||
Common distributions | $ 222,791,000 | 136,579,000 | |||||||
Due to Extended Stay America, Inc. | $ 107,960,000 | 107,960,000 | 64,680,000 | ||||||
Common stock, value | 1,470,000 | 2,414,000 | |||||||
Common stock, shares issued | shares | 32,500,000 | ||||||||
Expenses from related party | $ 2,600,000 | 2,600,000 | $ 4,600,000 | 5,000,000 | |||||
Related party repayment period | 60 days | ||||||||
ESH REIT | Class A common stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Approximate percentage of ownership of common stock | 55.00% | 55.00% | |||||||
Common distributions | $ 37,600,000 | 37,600,000 | $ 122,700,000 | 75,100,000 | |||||
Due to Extended Stay America, Inc. | $ 47,600,000 | ||||||||
Common stock, value | $ 1,700,000 | ||||||||
Common stock, shares issued | shares | 190,000 | ||||||||
ESH REIT | Class B common stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, value | $ 1,100,000 | $ 700,000 | |||||||
Common stock, shares issued | shares | 199,000 | 97,000 | |||||||
Senior Notes | 2025 Notes | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stated Amount | $ 800,000,000 | ||||||||
Senior Notes | 2025 Notes | ESH REIT | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stated Amount | 800,000,000 | $ 800,000,000 | |||||||
Fees Earned | Senior Notes | 2025 Notes | Sponsors | Affiliated Entity of Sponsors | |||||||||
Related Party Transaction [Line Items] | |||||||||
Repayments of debt | $ 24,000,000 | ||||||||
Related party revenue | 400,000 | ||||||||
Equity Based Awards | ESH REIT | Corporation | |||||||||
Related Party Transaction [Line Items] | |||||||||
Total equity-based compensation | 100,000 | $ 300,000 | 100,000 | $ 600,000 | |||||
Leasing Arrangement, Percentage Rent | ESH REIT | |||||||||
Related Party Transaction [Line Items] | |||||||||
Unearned rental revenues from Extended Stay America, Inc. | $ 104,900,000 | $ 104,900,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016USD ($)LetterOfCreditHotel | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)propertyLetterOfCreditleaserenewal_optionHotelshares | Jun. 30, 2015USD ($) | |
Commitment And Contingencies [Line Items] | ||||
Rent expense on office and ground leases | $ 0.8 | $ 0.8 | $ 1.6 | $ 1.6 |
Cost related to other commitments, number of properties | property | 1 | |||
Cost related to other commitments | $ 0.1 | 0.1 | $ 0.1 | 0.1 |
Number of outstanding letters of credit | LetterOfCredit | 1 | 1 | ||
Letters of credit outstanding | $ 1.8 | $ 1.8 | ||
Stock repurchased but not yet settled during period (shares) | shares | 0.1 | |||
Stock repurchased but not yet settled during period | $ 0.3 | |||
ESH REIT | ||||
Commitment And Contingencies [Line Items] | ||||
Number of properties subject to ground leases | Hotel | 4 | 4 | ||
Leases with multiple renewal options | lease | 3 | |||
Rent expense on office and ground leases | $ 0.4 | 0.4 | $ 0.7 | 0.7 |
Cost related to other commitments | $ 0.1 | $ 0.1 | $ 0.1 | $ 0.1 |
Minimum | ESH REIT | ||||
Commitment And Contingencies [Line Items] | ||||
Renewal term (years) | 5 years | |||
Maximum | ESH REIT | ||||
Commitment And Contingencies [Line Items] | ||||
Renewal term (years) | 10 years | |||
Corporate Office Lease | ||||
Commitment And Contingencies [Line Items] | ||||
Renewal term (years) | 5 years | |||
Number of renewal options | renewal_option | 2 | |||
Class B common stock | ESH REIT | ||||
Commitment And Contingencies [Line Items] | ||||
Stock repurchased but not yet settled during period (shares) | shares | 0.1 | |||
Stock repurchased but not yet settled during period | $ 0.2 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate number of Paired Shares (shares) | 8,000,000 | ||||
Granted incentive stock options (no more than) (shares) | 4,000,000 | ||||
Shares available for future issuance | 4,005,000 | 4,005,000 | 4,005,000 | ||
Unrecognized compensation cost | $ 20,562 | $ 20,562 | $ 20,562 | ||
ESH REIT | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate number of Paired Shares (shares) | 8,000,000 | ||||
Granted incentive stock options (no more than) (shares) | 4,000,000 | ||||
Shares available for future issuance | 4,005,000 | 4,005,000 | 4,005,000 | ||
Unrecognized compensation cost | $ 300 | $ 300 | $ 300 | ||
Remaining Weighted-Average Amortization Period (in years) | 2 years 10 months 23 days | ||||
ESH REIT | Class B common stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted stock awards issued during period (shares) | 2,631,000 | ||||
Restricted stock, forfeited or settled (shares) | 547,000 | ||||
Restricted stock, granted (shares) | 2,002,000 | ||||
General and Administrative Expenses | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total equity-based compensation | 2,900 | $ 2,800 | $ 5,600 | $ 4,900 | |
General and Administrative Expenses | ESH REIT | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total equity-based compensation | $ 100 | 300 | $ 100 | 600 | |
General and Administrative Expenses | ESH REIT | Corporation | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total equity-based compensation | $ 200 | $ 400 | |||
Performance Based Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted for the period (shares) | 166,000 | ||||
Percentage of award vest | 100.00% | ||||
Granted fair value per award (dollars per share) | $ 14.07 | ||||
Performance Based Awards | ESH REIT | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of award vest | 100.00% |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Unrecognized Compensation Cost (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Compensation Expense Related to Outstanding RSUs/RSAs | $ 20,562 |
RSAs/RSUs with service vesting conditions | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Compensation Expense Related to Outstanding RSUs/RSAs | $ 12,683 |
Remaining Weighted-Average Amortization Period (in years) | 2 years 1 month 6 days |
RSUs with performance vesting conditions | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Compensation Expense Related to Outstanding RSUs/RSAs | $ 682 |
Remaining Weighted-Average Amortization Period (in years) | 6 months |
RSUs with market vesting conditions | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Compensation Expense Related to Outstanding RSUs/RSAs | $ 7,197 |
Remaining Weighted-Average Amortization Period (in years) | 2 years 3 months 18 days |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Restricted Stock Award and Restricted Stock Unit Activity (Detail) shares in Thousands | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Service-Based Awards | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding RSAs/RSUs-Beginning Balance (shares) | shares | 992 |
RSAs/RSUs granted (shares) | shares | 527 |
RSAs/RSUs settled (shares) | shares | (524) |
RSAs/RSUs forfeited (shares) | shares | (19) |
Outstanding RSAs/RSUs-Ending Balance (shares) | shares | 976 |
Vested RSAs/RSUs (shares) | shares | 7 |
Nonvested RSAs/RSUs (shares) | shares | 969 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted-Average Grant-Date Fair Value per RSA/RSU, Outstanding Beginning Balance (dollars per share) | $ / shares | $ 18.24 |
Weighted-Average Grant-Date Fair Value per RSA/RSU, granted (dollars per share) | $ / shares | 14.09 |
Weighted-Average Grant-Date Fair Value per RSA/RSU, settled (dollars per share) | $ / shares | 16.72 |
Weighted-Average Grant-Date Fair Value per RSA/RSU, forfeited (dollars per share) | $ / shares | 16.09 |
Weighted-Average Grant-Date Fair Value per RSA/RSU, Outstanding Ending Balance (dollars per share) | $ / shares | 16.86 |
Vested RSAs/RSUs (dollars per share) | $ / shares | 20.15 |
Nonvested RSAs/RSUs (dollars per share) | $ / shares | $ 16.83 |
Service-Based Awards | ESH REIT | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding RSAs/RSUs-Beginning Balance (shares) | shares | 244 |
RSAs/RSUs granted (shares) | shares | 15 |
RSAs/RSUs settled (shares) | shares | (210) |
RSAs/RSUs forfeited (shares) | shares | 0 |
Outstanding RSAs/RSUs-Ending Balance (shares) | shares | 49 |
Vested RSAs/RSUs (shares) | shares | 3 |
Nonvested RSAs/RSUs (shares) | shares | 46 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted-Average Grant-Date Fair Value per RSA/RSU, Outstanding Beginning Balance (dollars per share) | $ / shares | $ 9.71 |
Weighted-Average Grant-Date Fair Value per RSA/RSU, granted (dollars per share) | $ / shares | 14.08 |
Weighted-Average Grant-Date Fair Value per RSA/RSU, settled (dollars per share) | $ / shares | 9.11 |
Weighted-Average Grant-Date Fair Value per RSA/RSU, forfeited (dollars per share) | $ / shares | 0 |
Weighted-Average Grant-Date Fair Value per RSA/RSU, Outstanding Ending Balance (dollars per share) | $ / shares | 13.57 |
Vested RSAs/RSUs (dollars per share) | $ / shares | 19.74 |
Nonvested RSAs/RSUs (dollars per share) | $ / shares | $ 13.24 |
Performance Vesting | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding RSAs/RSUs-Beginning Balance (shares) | shares | 19 |
RSAs/RSUs granted (shares) | shares | 166 |
RSAs/RSUs settled (shares) | shares | (19) |
RSAs/RSUs forfeited (shares) | shares | (1) |
Outstanding RSAs/RSUs-Ending Balance (shares) | shares | 165 |
Vested RSAs/RSUs (shares) | shares | 0 |
Nonvested RSAs/RSUs (shares) | shares | 165 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted-Average Grant-Date Fair Value per RSA/RSU, Outstanding Beginning Balance (dollars per share) | $ / shares | $ 19.07 |
Weighted-Average Grant-Date Fair Value per RSA/RSU, granted (dollars per share) | $ / shares | 14.07 |
Weighted-Average Grant-Date Fair Value per RSA/RSU, settled (dollars per share) | $ / shares | 19.07 |
Weighted-Average Grant-Date Fair Value per RSA/RSU, forfeited (dollars per share) | $ / shares | 14.07 |
Weighted-Average Grant-Date Fair Value per RSA/RSU, Outstanding Ending Balance (dollars per share) | $ / shares | 14.07 |
Vested RSAs/RSUs (dollars per share) | $ / shares | 0 |
Nonvested RSAs/RSUs (dollars per share) | $ / shares | $ 14.07 |
Market Vesting | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding RSAs/RSUs-Beginning Balance (shares) | shares | 556 |
RSAs/RSUs granted (shares) | shares | 441 |
RSAs/RSUs settled (shares) | shares | 0 |
RSAs/RSUs forfeited (shares) | shares | (4) |
Outstanding RSAs/RSUs-Ending Balance (shares) | shares | 993 |
Vested RSAs/RSUs (shares) | shares | 0 |
Nonvested RSAs/RSUs (shares) | shares | 993 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted-Average Grant-Date Fair Value per RSA/RSU, Outstanding Beginning Balance (dollars per share) | $ / shares | $ 6.81 |
Weighted-Average Grant-Date Fair Value per RSA/RSU, granted (dollars per share) | $ / shares | 12.03 |
Weighted-Average Grant-Date Fair Value per RSA/RSU, settled (dollars per share) | $ / shares | 0 |
Weighted-Average Grant-Date Fair Value per RSA/RSU, forfeited (dollars per share) | $ / shares | 15.04 |
Weighted-Average Grant-Date Fair Value per RSA/RSU, Outstanding Ending Balance (dollars per share) | $ / shares | 9.10 |
Vested RSAs/RSUs (dollars per share) | $ / shares | 0 |
Nonvested RSAs/RSUs (dollars per share) | $ / shares | $ 9.10 |
Equity-Based Compensation (Serv
Equity-Based Compensation (Service-Based Awards) - Additional Information (Detail) - Service Based Awards shares in Thousands | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares granted for the period (shares) | shares | 512 |
Granted fair value per award (dollars per share) | $ / shares | $ 14.09 |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Awards vesting period (years) | 2 years |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Awards vesting period (years) | 4 years |
ESH REIT | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares granted for the period (shares) | shares | 15 |
Granted fair value per award (dollars per share) | $ / shares | $ 14.08 |
Equity-Based Compensation (Perf
Equity-Based Compensation (Performance-Based Awards) - Additional Information (Detail) - $ / shares shares in Thousands | Jun. 30, 2016 | Jun. 30, 2016 |
Performance Based Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares granted for the period (shares) | 166 | |
Granted fair value per award (dollars per share) | $ 14.07 | |
Percentage of award vest | 100.00% | |
Market Based Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted fair value per award (dollars per share) | $ 12.03 | |
Awards vesting period (years) | 3 years | |
Market Based Awards | Share-based Compensation Award, Tranche One | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares granted for the period (shares) | 441 | |
Minimum | Performance Based Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of award vest | 0.00% | |
Minimum | Market Based Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of award vest | 0.00% | |
Maximum | Performance Based Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of award vest | 200.00% | |
Maximum | Market Based Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of award vest | 150.00% |
Equity-Based Compensation - S59
Equity-Based Compensation - Summary of Key Assumptions Used for Fair Value (Details) - Performance Based Awards | 6 Months Ended |
Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected holding period (years) | 2 years 10 months 5 days |
Risk-free rate of return (percent) | 0.88% |
Expected dividend yield (percent) | 5.91% |
Defined Contribution Plans - Ad
Defined Contribution Plans - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |||||
Employer-matching contribution (percent) | 50.00% | ||||
Employer matching contribution, percent of employee's gross pay | 6.00% | ||||
Employees initial service period (years) | 5 years | ||||
401(k) Employer matching contribution, percent match, first 3% | 100.00% | ||||
401(k) Employer matching contribution, percent match, remaining 2% | 50.00% | ||||
Contributions of eligible employee pretax salary (percent) (up to) | 100.00% | ||||
Annual deferral limit | $ 18,000 | $ 18,000 | |||
Amount of employer contributions during period | $ 800,000 | $ 400,000 | $ 1,900,000 | $ 800,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Jul. 28, 2016 | Jul. 28, 2016 | Jun. 30, 2016 | Jun. 30, 2015 |
Subsequent Event [Line Items] | ||||
Repurchase and retirement of common stock, shares | 4 | |||
Repurchase and retirement of common stock | $ 60,356 | |||
Common distributions, per common share (dollars per share) | $ 0.06 | $ 0.04 | ||
Parent Company | ||||
Subsequent Event [Line Items] | ||||
Repurchase and retirement of common stock | $ 37,000 | |||
ESH REIT | ||||
Subsequent Event [Line Items] | ||||
Repurchase and retirement of common stock, shares | 4 | |||
Repurchase and retirement of common stock | $ 23,436 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Repurchase and retirement of common stock, shares | 0.1 | |||
Common distributions, per common share (dollars per share) | $ 0.09 | |||
Subsequent Event | Parent Company | ||||
Subsequent Event [Line Items] | ||||
Repurchase and retirement of common stock | $ 1,000 | |||
Subsequent Event | ESH REIT | ||||
Subsequent Event [Line Items] | ||||
Repurchase and retirement of common stock, shares | 0.1 | |||
Repurchase and retirement of common stock | $ 600 | |||
Common distributions, per common share (dollars per share) | $ 0.1 |