Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 24, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
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 | 189,954,984 | |
ESH REIT | ||
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
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 | 189,954,984 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
ASSETS | ||
PROPERTY AND EQUIPMENT - Net of accumulated depreciation | $ 3,568,984 | $ 3,753,134 |
RESTRICTED CASH | 58,268 | 37,631 |
CASH AND CASH EQUIVALENTS | 190,753 | 113,343 |
INTANGIBLE ASSETS - Net of accumulated amortization of $10,119 and $9,690 | 29,259 | 27,043 |
GOODWILL | 47,468 | 48,866 |
ACCOUNTS RECEIVABLE - Net of allowance for doubtful accounts of $1,721 and $2,206 | 21,561 | 21,578 |
DEFERRED TAX ASSETS | 13,436 | 8,125 |
OTHER ASSETS | 61,485 | 66,285 |
TOTAL ASSETS | 3,991,214 | 4,076,005 |
LIABILITIES: | ||
Term loan facilities payable - Net of unamortized deferred financing costs and debt discount of $17,270 and $18,695 | 1,203,477 | 1,265,112 |
Senior notes payable - Net of unamortized deferred financing costs and debt discount of $29,309 and $30,344 | 1,270,691 | 1,269,656 |
Mandatorily redeemable preferred stock - $0.01 par value, $1,000 redemption value, 8.0%, 350,000,000 shares authorized, 7,133 and 7,133 shares issued and outstanding | 7,133 | 7,133 |
Accounts payable and accrued liabilities | 208,241 | 188,257 |
Total liabilities | 2,689,542 | 2,730,158 |
COMMITMENTS AND CONTINGENCIES | ||
EQUITY: | ||
Common stock | 1,906 | 1,921 |
Additional paid in capital | 759,042 | 768,679 |
Retained earnings (accumulated deficit) | (6,242) | 6,917 |
Accumulated other comprehensive income | 3,521 | 3,066 |
Total Extended Stay America, Inc. shareholders’ equity | 758,227 | 780,583 |
Noncontrolling interests | 543,445 | 565,264 |
Total equity | 1,301,672 | 1,345,847 |
TOTAL LIABILITIES AND EQUITY | 3,991,214 | 4,076,005 |
ESH REIT | ||
ASSETS | ||
PROPERTY AND EQUIPMENT - Net of accumulated depreciation | 3,632,725 | 3,775,640 |
RESTRICTED CASH | 36,567 | 15,985 |
CASH AND CASH EQUIVALENTS | 104,989 | 38,930 |
RENTS RECEIVABLE FROM EXTENDED STAY AMERICA, INC. | 18,239 | 3,704 |
DEFERRED RENTS RECEIVABLE FROM EXTENDED STAY AMERICA, INC. | 16,551 | 24,388 |
GOODWILL | 46,225 | 47,584 |
OTHER ASSETS | 30,893 | 29,212 |
TOTAL ASSETS | 3,886,189 | 3,935,443 |
LIABILITIES: | ||
Term loan facilities payable - Net of unamortized deferred financing costs and debt discount of $17,270 and $18,695 | 1,203,477 | 1,265,112 |
Senior notes payable - Net of unamortized deferred financing costs and debt discount of $29,309 and $30,344 | 1,270,691 | 1,269,656 |
Unearned rental revenues from Extended Stay America, Inc. | 74,601 | 40,523 |
Due to Extended Stay America, Inc. | 12,067 | 7,055 |
Accounts payable and accrued liabilities | 71,948 | 60,755 |
Deferred tax liabilities | 41 | 48 |
Total liabilities | 2,632,825 | 2,643,149 |
COMMITMENTS AND CONTINGENCIES | ||
EQUITY: | ||
Common stock | 4,411 | 4,426 |
Additional paid in capital | 1,089,542 | 1,088,793 |
Preferred stock - no par value, $1,000 liquidation value, 125 shares authorized, issued and outstanding | 73 | 73 |
Retained earnings (accumulated deficit) | 151,080 | 191,964 |
Accumulated other comprehensive income | 8,258 | 7,038 |
Total equity | 1,253,364 | 1,292,294 |
TOTAL LIABILITIES AND EQUITY | $ 3,886,189 | $ 3,935,443 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Entity Information [Line Items] | ||
Accumulated depreciation | $ 1,129,333,000 | $ 1,142,799,000 |
Accumulated amortization of intangible assets | 10,119,000 | 9,690,000 |
Allowance for doubtful accounts | 1,721,000 | 2,206,000 |
Unamortized deferred financing costs | $ 34,490,000 | $ 36,554,000 |
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) | 190,631,604 | 192,099,933 |
Common stock, shares outstanding (shares) | 190,631,604 | 192,099,933 |
Mandatorily Redeemable Preferred Stock | ||
Entity Information [Line Items] | ||
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) | 7,133 | 7,133 |
Preferred stock, outstanding (shares) | 7,133 | 7,133 |
ESH REIT | ||
Entity Information [Line Items] | ||
Accumulated depreciation | $ 1,156,654,000 | $ 1,143,164,000 |
Unamortized deferred financing costs | $ 34,116,000 | $ 36,153,000 |
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 | ||
Entity Information [Line Items] | ||
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 | ||
Entity Information [Line Items] | ||
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) | 190,631,604 | 192,099,933 |
Common stock, shares outstanding (shares) | 190,631,604 | 192,099,933 |
ESH REIT 2025 Notes | ||
Entity Information [Line Items] | ||
Unamortized deferred financing costs | $ 29,309,000 | $ 30,344,000 |
Term Loan Facility | ||
Entity Information [Line Items] | ||
Unamortized deferred financing costs | 17,270,000 | 18,695,000 |
Term Loan Facility | ESH REIT | ||
Entity Information [Line Items] | ||
Unamortized deferred financing costs and debt discount | 17,270,000 | 18,695,000 |
Senior Notes Payable | ESH REIT | ||
Entity Information [Line Items] | ||
Unamortized deferred financing costs and debt discount | $ 29,309,000 | $ 30,344,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
REVENUES: | ||
Room revenues | $ 290,210 | $ 285,808 |
Other hotel revenues | 5,275 | 5,183 |
Franchise and management fees | 623 | 0 |
Total hotel and fee revenues | 296,108 | 290,991 |
Other revenues from franchised and managed properties | 1,659 | 0 |
Total revenues | 297,767 | 290,991 |
OPERATING EXPENSES: | ||
Hotel operating expenses | 142,630 | 141,660 |
General and administrative expenses | 25,221 | 26,307 |
Depreciation and amortization | 54,015 | 57,671 |
Impairment of long-lived assets | 43,600 | 12,423 |
Total hotel expenses | 265,466 | 238,061 |
Other expenses from franchised and managed properties | 1,659 | 0 |
Total operating expenses | 267,125 | 238,061 |
GAIN ON SALE OF HOTEL PROPERTIES (Note 4) | 38,082 | 0 |
OTHER INCOME | 5 | 1 |
INCOME FROM OPERATIONS | 68,729 | 52,931 |
OTHER NON-OPERATING EXPENSE (INCOME) | 197 | (1,221) |
INTEREST EXPENSE, NET | 31,640 | 33,606 |
INCOME BEFORE INCOME TAX EXPENSE | 36,892 | 20,546 |
INCOME TAX EXPENSE | 5,797 | 4,483 |
NET INCOME | 31,095 | 16,063 |
NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (16,243) | 7,038 |
NET INCOME ATTRIBUTABLE TO EXTENDED STAY AMERICA, INC. COMMON SHAREHOLDERS | $ 14,852 | $ 23,101 |
NET INCOME PER EXTENDED STAY AMERICA, INC. COMMON SHARE: | ||
Basic (dollars per share) | $ 0.08 | $ 0.12 |
Diluted (dollars per share) | $ 0.08 | $ 0.12 |
WEIGHTED-AVERAGE EXTENDED STAY AMERICA, INC. COMMON SHARES OUTSTANDING: | ||
Basic (shares) | 192,201 | 195,097 |
Diluted (shares) | 192,566 | 195,386 |
ESH REIT | ||
REVENUES: | ||
REVENUES- Rental revenues from Extended Stay America, Inc. | $ 113,331 | $ 116,294 |
OPERATING EXPENSES: | ||
Hotel operating expenses | 22,081 | 23,955 |
General and administrative expenses | 4,095 | 4,702 |
Depreciation and amortization | 53,280 | 56,537 |
Impairment of long-lived assets | 0 | 15,046 |
Total operating expenses | 79,456 | 100,240 |
GAIN ON SALE OF HOTEL PROPERTIES (Note 4) | 35,410 | 0 |
OTHER INCOME | 28 | 0 |
INCOME FROM OPERATIONS | 69,313 | 16,054 |
OTHER NON-OPERATING EXPENSE (INCOME) | 202 | (1,164) |
INTEREST EXPENSE, NET | 31,495 | 33,752 |
INCOME BEFORE INCOME TAX EXPENSE | 37,616 | (16,534) |
INCOME TAX EXPENSE | 35 | (418) |
NET INCOME | 37,581 | (16,116) |
NET INCOME ATTRIBUTABLE TO EXTENDED STAY AMERICA, INC. COMMON SHAREHOLDERS | 37,577 | (16,120) |
ESH REIT | Class A common stock | ||
OPERATING EXPENSES: | ||
NET INCOME ATTRIBUTABLE TO EXTENDED STAY AMERICA, INC. COMMON SHAREHOLDERS | $ 21,262 | $ (9,078) |
NET INCOME PER EXTENDED STAY AMERICA, INC. COMMON SHARE: | ||
Basic (dollars per share) | $ 0.08 | $ (0.04) |
Diluted (dollars per share) | $ 0.08 | $ (0.04) |
WEIGHTED-AVERAGE EXTENDED STAY AMERICA, INC. COMMON SHARES OUTSTANDING: | ||
Basic (shares) | 250,494 | 250,494 |
Diluted (shares) | 250,494 | 250,494 |
ESH REIT | Class B common stock | ||
OPERATING EXPENSES: | ||
NET INCOME ATTRIBUTABLE TO EXTENDED STAY AMERICA, INC. COMMON SHAREHOLDERS | $ 16,315 | $ (7,042) |
NET INCOME PER EXTENDED STAY AMERICA, INC. COMMON SHARE: | ||
Basic (dollars per share) | $ 0.08 | $ (0.04) |
Diluted (dollars per share) | $ 0.08 | $ (0.04) |
WEIGHTED-AVERAGE EXTENDED STAY AMERICA, INC. COMMON SHARES OUTSTANDING: | ||
Basic (shares) | 192,201 | 195,097 |
Diluted (shares) | 192,566 | 195,097 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Entity Information [Line Items] | ||
NET INCOME | $ 31,095 | $ 16,063 |
FOREIGN CURRENCY TRANSLATION ADJUSTMENT: | ||
FOREIGN CURRENCY TRANSLATION (LOSS) GAIN, NET OF TAX | (52) | 405 |
DERIVATIVE ADJUSTMENT: | ||
INTEREST RATE CASH FLOW HEDGE GAIN (LOSS), NET OF TAX | 1,698 | (456) |
COMPREHENSIVE INCOME | 32,741 | 16,012 |
COMPREHENSIVE (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (17,057) | 7,061 |
COMPREHENSIVE INCOME ATTRIBUTABLE TO EXTENDED STAY AMERICA, INC. COMMON SHAREHOLDERS | 15,684 | 23,073 |
ESH REIT | ||
Entity Information [Line Items] | ||
NET INCOME | 37,581 | (16,116) |
FOREIGN CURRENCY TRANSLATION ADJUSTMENT: | ||
FOREIGN CURRENCY TRANSLATION (LOSS) GAIN, NET OF TAX | 0 | 531 |
DERIVATIVE ADJUSTMENT: | ||
INTEREST RATE CASH FLOW HEDGE GAIN (LOSS), NET OF TAX | 1,884 | (583) |
COMPREHENSIVE INCOME | $ 39,465 | $ (16,168) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Entity Information [Line Items] | ||
Foreign currency translation gain (loss), Tax | $ 0 | $ 125 |
Derivatives qualifying as hedges, tax | 174 | (128) |
ESH REIT | ||
Entity Information [Line Items] | ||
Foreign currency translation gain (loss), Tax | 0 | 0 |
Derivatives qualifying as hedges, tax | $ (12) | $ 0 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands | Total | Class B common stock | ESH REIT | ESH REITClass B common stock | Common Stock | Common StockClass B 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 (Accumulated Deficit) | Retained Earnings (Accumulated Deficit)Class B common stock | Retained Earnings (Accumulated Deficit)ESH REIT | Retained Earnings (Accumulated Deficit)ESH REITClass B common stock | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss)ESH REIT | Total Extended Stay America, Inc. Shareholders' Equity | Total Extended Stay America, Inc. Shareholders' EquityClass B common stock | Non- controlling Interests | Non- controlling InterestsClass B common stock |
Beginning balance (shares) at Dec. 31, 2016 | 195,407,000 | 250,494,000 | 195,407,000 | |||||||||||||||||||
Beginning balance at Dec. 31, 2016 | $ 1,377,239 | $ 1,317,919 | $ 1,957 | $ 4,462 | $ 73 | $ 774,811 | $ 1,144,664 | $ 23,679 | $ 176,532 | $ (5,615) | $ (7,812) | $ 794,832 | $ 582,407 | |||||||||
Beginning balance, preferred shares (shares) at Dec. 31, 2016 | 125 | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Net income | 16,063 | (16,116) | 23,101 | (16,116) | 23,101 | (7,038) | ||||||||||||||||
Foreign currency translation gain, net of tax | 405 | 531 | 173 | 531 | 173 | 232 | ||||||||||||||||
Interest rate cash flow hedge gain, net of tax | (456) | (583) | (201) | (583) | (201) | (255) | ||||||||||||||||
Repurchase of Corporation common stock and ESH REIT Class B common stock (in shares) | (1,408,000) | (1,408,000) | ||||||||||||||||||||
Repurchase of Corporation common stock and ESH REIT Class B common stock (Paired Shares) | (23,124) | (8,543) | $ (17) | (14) | (14,561) | (8,529) | (14,578) | (8,546) | ||||||||||||||
Corporation common distributions | $ (7,945) | $ (7,945) | $ (7,945) | |||||||||||||||||||
ESH REIT common distributions | (29,588) | $ (67,162) | $ (67,162) | (29,588) | ||||||||||||||||||
ESH REIT preferred distributions | (4) | (4) | (4) | (4) | ||||||||||||||||||
Adjustment to noncontrolling interest for change in ownership of ESH REIT | (746) | (746) | 746 | |||||||||||||||||||
Equity-based compensation (shares) | 283,000 | 283,000 | ||||||||||||||||||||
Equity-based compensation | (558) | 737 | $ 3 | (1,598) | 737 | (1,595) | 1,037 | |||||||||||||||
Ending balance (shares) at Mar. 31, 2017 | 194,282,000 | 250,494,000 | 194,282,000 | |||||||||||||||||||
Ending balance at Mar. 31, 2017 | 1,332,032 | 1,226,779 | $ 1,943 | 4,448 | $ 73 | 772,467 | 1,145,401 | 24,274 | 84,721 | (5,643) | (7,864) | 793,041 | 538,991 | |||||||||
Ending balance, preferred shares (shares) at Mar. 31, 2017 | 125 | |||||||||||||||||||||
Beginning balance (shares) at Dec. 31, 2016 | 195,407,000 | 250,494,000 | 195,407,000 | |||||||||||||||||||
Beginning balance at Dec. 31, 2016 | 1,377,239 | 1,317,919 | $ 1,957 | 4,462 | $ 73 | 774,811 | 1,144,664 | 23,679 | 176,532 | (5,615) | (7,812) | 794,832 | 582,407 | |||||||||
Beginning balance, preferred shares (shares) at Dec. 31, 2016 | 125 | |||||||||||||||||||||
Ending balance (shares) at Dec. 31, 2017 | 192,100,000 | 250,494,000 | 192,100,000 | |||||||||||||||||||
Ending balance at Dec. 31, 2017 | 1,345,847 | $ 1,292,294 | $ 1,921 | 4,426 | $ 73 | 768,679 | 1,088,793 | 6,917 | 191,964 | 3,066 | 7,038 | 780,583 | 565,264 | |||||||||
Ending balance, preferred shares (shares) at Dec. 31, 2017 | 125 | 125 | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Net income | 31,095 | $ 37,581 | 14,852 | 37,581 | 14,852 | 16,243 | ||||||||||||||||
Foreign currency translation gain, net of tax | (52) | (52) | (52) | |||||||||||||||||||
Interest rate cash flow hedge gain, net of tax | 1,698 | 1,884 | 884 | 1,884 | 884 | 814 | ||||||||||||||||
Repurchase of Corporation common stock and ESH REIT Class B common stock (in shares) | (1,790,000) | (1,790,000) | ||||||||||||||||||||
Repurchase of Corporation common stock and ESH REIT Class B common stock (Paired Shares) | $ (35,179) | $ (12,801) | $ (18) | $ (18) | $ (22,363) | (12,783) | $ (22,381) | $ (12,798) | ||||||||||||||
Corporation common distributions | (11,502) | (66,342) | (5,477) | (6,025) | (66,342) | (11,502) | ||||||||||||||||
ESH REIT common distributions | (28,768) | (28,768) | ||||||||||||||||||||
ESH REIT preferred distributions | (4) | (4) | (4) | (4) | ||||||||||||||||||
Adjustment to noncontrolling interest for change in ownership of ESH REIT | (1,833) | (1,833) | 1,833 | |||||||||||||||||||
Equity-based compensation (shares) | 322,000 | 322,000 | ||||||||||||||||||||
Equity-based compensation | (1,463) | 752 | $ 3 | 3 | (2,327) | 749 | (2,324) | 861 | ||||||||||||||
Ending balance (shares) at Mar. 31, 2018 | 190,632,000 | 250,494,000 | 190,632,000 | |||||||||||||||||||
Ending balance at Mar. 31, 2018 | 1,301,672 | $ 1,253,364 | $ 1,906 | $ 4,411 | $ 73 | $ 759,042 | $ 1,089,542 | (6,242) | $ 151,080 | 3,521 | 8,258 | $ 758,227 | $ 543,445 | |||||||||
Ending balance, preferred shares (shares) at Mar. 31, 2018 | 125 | 125 | ||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Cumulative effect adjustment of ASU 2017-12 | $ 0 | $ 0 | $ 377 | $ 664 | $ (377) | $ (664) |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Changes in Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Entity Information [Line Items] | ||
Common distributions, per common share (dollars per share) | $ 0.06 | $ 0.04 |
Class B common stock | ||
Entity Information [Line Items] | ||
Common distributions, per common share (dollars per share) | 0.15 | 0.15 |
ESH REIT | Class A common stock | ||
Entity Information [Line Items] | ||
Common distributions, per common share (dollars per share) | 0.15 | 0.15 |
ESH REIT | Class B common stock | ||
Entity Information [Line Items] | ||
Common distributions, per common share (dollars per share) | $ 0.15 | $ 0.15 |
Condensed Consolidated Stateme9
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
OPERATING ACTIVITIES: | |||
Net income (loss) | $ 31,095 | $ 16,063 | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation | 53,586 | 57,336 | |
Amortization of intangible assets | 429 | 335 | |
Foreign currency transaction loss | 197 | 21 | |
Gain on interest rate swap | 0 | (889) | |
Amortization and write-off of deferred financing costs and debt discount | 2,625 | 2,025 | |
Debt prepayment and extinguishment costs | 0 | 1,168 | |
Amortization of above-market ground leases | (34) | (34) | |
Loss on disposal of property and equipment | 1,492 | 3,470 | |
Gain on sale of hotel properties | (38,082) | 0 | |
Impairment of long-lived assets | 43,600 | 12,423 | |
Equity-based compensation | 2,403 | 2,683 | |
Deferred income tax (benefit) expense | (5,485) | 4,572 | |
Changes in assets and liabilities: | |||
Accounts receivable, net | 63 | 328 | |
Other assets | 4,938 | (1,832) | |
Accounts payable and accrued liabilities | 21,908 | 12,463 | |
Net Cash Provided by (Used in) Operating Activities | 118,735 | 110,132 | |
INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (29,397) | (48,447) | |
Development in process payments | (4,175) | 0 | |
Proceeds from sale of hotel properties | 155,244 | 0 | |
Proceeds from insurance and related recoveries | 904 | 140 | |
Net cash provided by (used in) investing activities | 122,576 | (48,307) | |
FINANCING ACTIVITIES: | |||
Principal payments on term loan facilities | (63,060) | (6,492) | |
Proceeds from revolving credit facilities | 0 | 65,000 | |
Payments on revolving credit facilities | 0 | (75,000) | |
Debt prepayment and extinguishment costs | 0 | (1,168) | |
Tax withholdings related to restricted stock unit settlements | (3,894) | (3,245) | |
Repurchase of Class B common stock | (35,179) | (23,124) | |
Corporation common distributions | (11,788) | (7,957) | |
ESH REIT common distributions | (29,297) | (29,579) | |
Net cash used in financing activities | (143,218) | (81,565) | |
CHANGES IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH DUE TO CHANGES IN FOREIGN CURRENCY EXCHANGE RATES | (46) | 69 | |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 98,047 | (19,671) | |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH - Beginning of period | 150,974 | 105,772 | $ 105,772 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH - End of period | 249,021 | 86,101 | 150,974 |
SUPPLEMENTAL CASH FLOW INFORMATION: | |||
Cash payments for interest, excluding prepayment and other penalties | 12,230 | 18,073 | |
Cash payments for income taxes, net of refunds | 482 | 931 | |
NONCASH INVESTING AND FINANCING ACTIVITIES: | |||
Capital expenditures included in accounts payable and accrued liabilities | 12,655 | 15,719 | |
Common stock distributions included in due to/from Extended Stay America, Inc. and accounts payable and accrued liabilities | 253 | 543 | |
Net payable related to unsettled RSUs not yet settled or issued included in due to/from Extended Stay America, Inc. | (293) | (69) | |
ESH REIT | |||
OPERATING ACTIVITIES: | |||
Net income (loss) | 37,581 | (16,116) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation | 53,280 | 56,537 | |
Foreign currency transaction loss | 202 | 78 | |
Gain on interest rate swap | 0 | (889) | |
Amortization and write-off of deferred financing costs and debt discount | 2,598 | 1,997 | |
Debt prepayment and extinguishment costs | 0 | 1,168 | |
Amortization of above-market ground leases | (34) | (34) | |
Loss on disposal of property and equipment | 1,492 | 3,470 | |
Gain on sale of hotel properties | (35,410) | 0 | |
Impairment of long-lived assets | 0 | 15,046 | |
Equity-based compensation | 145 | 33 | |
Deferred income tax (benefit) expense | 5 | (308) | |
Changes in assets and liabilities: | |||
Deferred rents receivable from Extended Stay America, Inc. | 7,232 | 3,833 | |
Due from (to) Extended Stay America, Inc., net | (829) | 916 | |
Other assets | (1,165) | (3,262) | |
Unearned rental revenues/rents receivable from Extended Stay America, Inc., net | 19,543 | 18,250 | |
Accounts payable and accrued liabilities | 16,874 | 9,560 | |
Net Cash Provided by (Used in) Operating Activities | 101,514 | 90,279 | |
INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (26,430) | (47,553) | |
Development in process payments | (4,175) | 0 | |
Proceeds from sale of hotel properties | 155,244 | 0 | |
Proceeds from insurance and related recoveries | 904 | 140 | |
Net cash provided by (used in) investing activities | 125,543 | (47,413) | |
FINANCING ACTIVITIES: | |||
Principal payments on term loan facilities | (63,060) | (6,492) | |
Proceeds from revolving credit facilities | 0 | 65,000 | |
Payments on revolving credit facilities | 0 | (75,000) | |
Debt prepayment and extinguishment costs | 0 | (1,168) | |
Repurchase of Class B common stock | (12,801) | (8,543) | |
Issuance of Class B common stock related to issuance of Paired Shares | 2,316 | 1,731 | |
Corporation common distributions | (66,871) | (67,153) | |
Net cash used in financing activities | (140,416) | (91,625) | |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 86,641 | (48,759) | |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH - Beginning of period | 54,915 | 53,850 | 53,850 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH - End of period | 141,556 | 5,091 | $ 54,915 |
SUPPLEMENTAL CASH FLOW INFORMATION: | |||
Cash payments for interest, excluding prepayment and other penalties | 12,044 | 18,166 | |
Cash payments for income taxes, net of refunds | 155 | 936 | |
NONCASH INVESTING AND FINANCING ACTIVITIES: | |||
Capital expenditures included in accounts payable and accrued liabilities | 12,096 | 15,258 | |
Common stock distributions included in due to/from Extended Stay America, Inc. and accounts payable and accrued liabilities | $ 465 | $ 1,273 |
Condensed Consolidated Statem10
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Entity Information [Line Items] | ||
Net tax refunds | $ 6 | $ 26 |
ESH REIT | ||
Entity Information [Line Items] | ||
Net tax refunds | $ 6 | $ 0 |
Business, Organization and Basi
Business, Organization and Basis of Consolidation | 3 Months Ended |
Mar. 31, 2018 | |
Entity Information [Line Items] | |
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. The Corporation owns, and is expected to continue to own, all of the issued and outstanding Class A common stock of ESH REIT, which, as of March 31, 2018 , represents approximately 57% 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. A "Paired Share" consists 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. Each outstanding share of Corporation common stock is attached to and trades with one share of ESH REIT Class B common stock. The Company is an integrated/owner operator of company-branded hotels and is also engaged in managing and franchising extended stay hotels in North America for third parties. As of December 31, 2017, the Company owned and operated 624 hotel properties in 44 U.S. states, consisting of approximately 68,600 rooms, and managed three hotels under short-term management agreements. In February 2018, the Company sold twenty-five hotels for approximately $112.1 million . The Company manages these hotels under a twenty -year management agreement, with the option for the third-party owner to convert the hotels to independently managed franchises after two years. In March 2018, the Company sold one additional hotel for approximately $44.8 million . The Company manages this hotel under a short-term management agreement. As a result of these and other transactions, as of March 31, 2018 , the Company owned and operated 598 hotel properties in 44 U.S. states, consisting of approximately 66,100 , rooms and franchised or managed 27 hotels for third parties, consisting of approximately 2,700 rooms. All system-wide hotels are operated under the Extended Stay America brand. Hotel properties owned by the Company 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 the entities. The hotels are managed by ESA Management LLC (“ESA Management”), a wholly-owned subsidiary of the Corporation, which also manages hotels on behalf of third parties. The Extended Stay America brand is owned by ESH Hospitality Strategies LLC (“ESH Strategies”), also a wholly-owned subsidiary of the Corporation. ESH Strategies licenses the brand and intellectual property related to our business to its subsidiary, ESH Strategies Franchise LLC, which licenses them to third parties. As of March 31, 2018 and December 31, 2017 , the Corporation had approximately 190.6 million shares and 192.1 million shares of common stock outstanding, respectively, approximately 99.3% of which were owned by the public and approximately 0.7% of which were owned by senior management and certain directors. As of March 31, 2018 and December 31, 2017, ESH REIT’s common equity consisted of the following: (i) approximately 250.5 million shares of Class A common stock outstanding (approximately 57% of its common equity), all of which were owned by the Corporation, and (ii) approximately 190.6 million shares and 192.1 million shares of Class B common stock outstanding, respectively, approximately 43% of its common equity, approximately 99.3% of which were owned by the public and approximately 0.7% of which were owned by senior management and certain directors of the Corporation and ESH REIT. Paired Share Repurchase Program - In January and February 2018, the Boards of Directors of the Corporation and ESH REIT authorized an extension of the maturity date of the combined Paired Share repurchase program to up to $400 million of Paired Shares. 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). As of March 31, 2018 , the Corporation and ESH REIT had repurchased and retired approximately 14.8 million Paired Shares for approximately $148.1 million and $89.3 million , respectively. 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 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 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. With respect to the unaudited condensed consolidated statements of cash flows and segments disclosure (Note 11), certain prior period amounts have been presented for comparability to current period presentation. |
ESH REIT | |
Entity Information [Line Items] | |
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”), the parent of ESH REIT, was incorporated in the state of Delaware on July 8, 2013. The Corporation owns, and is expected to continue to own, all of the issued and outstanding Class A common stock of ESH REIT, which, as of March 31, 2018 , represents approximately 57% of the outstanding common stock of ESH REIT. A "Paired Share" consists 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. Each share of outstanding ESH REIT Class B common stock is attached to and trades with one share of Corporation common stock. As of December 31, 2017 , ESH REIT owned and leased 624 hotel properties in 44 U.S. states, consisting of approximately 68,600 rooms. In February 2018, ESH REIT sold twenty-five hotels for approximately $112.1 million . In March 2018, ESH REIT sold one additional hotel for approximately $44.8 million . As a result of these transactions, as of March 31, 2018 , ESH REIT owned and leased 598 hotel properties in 44 U.S. states, consisting of approximately 66,100 rooms. The hotels are leased to wholly-owned subsidiaries of the Corporation. As of March 31, 2018 and December 31, 2017, ESH REIT’s common equity consisted of the following: (i) approximately 250.5 million shares of Class A common stock outstanding (approximately 57% of its common equity), all of which were owned by the Corporation, and (ii) approximately 190.6 million shares and 192.1 million shares of Class B common stock outstanding, respectively, approximately 43% of its common equity, approximately 99.3% of which were owned by the public and approximately 0.7% of which were owned by senior management and certain directors of the Corporation and ESH REIT. Paired Share Repurchase Program - In January and February 2018, the Boards of Directors of the Corporation and ESH REIT authorized an extension of the maturity date of the combined Paired Share repurchase program through December 31, 2018, each effective January 1, 2018, and authorized an increase to the amount of the combined Paired Share repurchase program to up to $400 million of Paired Shares. 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). As of March 31, 2018 , ESH REIT had repurchased and retired approximately 14.8 million ESH REIT Class B common shares for approximately $89.3 million . 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 ESH REIT and its consolidated subsidiaries. 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. With respect to the unaudited condensed consolidated statements of cash flows, certain prior period amounts have been presented for comparability to current period presentation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Entity Information [Line Items] | |
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, 2017 included in the combined annual report on Form 10-K filed with the SEC on February 27, 2018. 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 March 31, 2018 , the results of the Company’s operations, comprehensive income and changes in equity and cash flows for the three months ended March 31, 2018 and 2017 . Interim results are not necessarily indicative of full year performance because of the impact of seasonal and short-term variations, including the impact of dispositions and hotel renovations. 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 determine the estimated useful lives of tangible assets as well as in the assessment of tangible and intangible assets for impairment (see Note 5), estimated liabilities for insurance reserves and income taxes 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 expensed as incurred. Depreciation and amortization are recorded on a straight-line basis over estimated useful lives which range from two to 49 years . Management assesses the performance of long-lived assets for potential impairment quarterly, 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 hotel property (or group of hotel properties) to the estimated future undiscounted cash flows expected to be generated by the hotel property (or group of hotel properties). Impairment is recognized when estimated future undiscounted cash flows, including proceeds from disposition, are less than the carrying value of the hotel property (or group of hotel properties). To the extent that a hotel property (or group of hotel properties) is impaired, the excess carrying amount over 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 (or group of hotel properties), bids, quoted market prices or independent appraisals, as considered necessary. 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, or multiple hotel properties, could occur in a future period in which conditions change (see Note 5). Segments —The Company has two operating segments based on the management of its business, owned hotels and franchise and management. The Company assesses the performance of these segments on an individual basis (see Note 11). Recently Issued Accounting Standards Comprehensive Income— In February 2018, the Financial Accounting Standards Board ("FASB") issued an accounting standards update that allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act ("TCJA"). This update is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years and should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the TCJA is recognized. The Company is currently assessing the impact the adoption of this update will have on its unaudited condensed consolidated financial statements. Goodwill— In January 2017, the FASB issued an accounting standards update in which the guidance on testing for goodwill was updated to eliminate Step 2 in the determination on whether goodwill should be considered impaired. Annual and/or interim assessments are still required. This update will be effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The Company does not expect the adoption of this update to have a material effect on its unaudited condensed consolidated financial statements. Statement of Cash Flows— In August and November 2016, the FASB issued accounting standards updates which provide additional clarity on the classification of specific events on the statement of cash flows. These events include debt prepayment and extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from settlement of insurance claims, distributions received from equity method investees and beneficial interests in securitization transactions. These updates also require amounts generally described as restricted cash to be included with cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts on the statement of cash flows. The Company adopted these updates on January 1, 2018, using a retrospective transition method to each period presented. The adoption of these updates required cash outflows related to debt prepayment and extinguishment costs to be classified as financing activities, none of which were incurred during the three months ended March 31, 2018 . For the three months ended March 31, 2017 , debt modification and extinguishment costs included within net cash provided by operating activities, as originally presented, totaled approximately $1.2 million and have been adjusted. An additional effect of the adoption of this accounting standard was to include restricted cash in the beginning and end of period balances instead of in investing activities, as they were previously. For the three months ended March 31, 2017, changes in restricted cash included within net cash used in investing activities, as originally presented, was approximately $0.3 million . Compensation—Stock Compensation— In May 2017, the FASB issued an accounting standards update that provides guidance about which changes to the terms or conditions of a share-based payment award requires an entity to apply modification accounting. This update was effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted and should be applied prospectively to awards modified on or after the adoption date. The Company adopted this update on January 1, 2018 using a prospective transition method. The adoption of this update did not have a material effect on the Company’s unaudited condensed consolidated financial statements. Derivatives and Hedging— In August 2017, the FASB issued an accounting standards update which changes the designation and measurement guidance for qualifying hedging relationships and the presentation of hedging results. This update expands and refines hedge accounting and aligns recognition and presentation of its effects within the financial statements. This update is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted, and requires a cumulative-effect adjustment to the balance of retained earnings as of the beginning of the fiscal year that an entity adopts this update. The Company adopted this update on January 1, 2018 and recorded a cumulative-effect adjustment to reclassify a previously recorded loss of approximately $0.7 million from retained earnings to accumulated other comprehensive income. In addition to the cumulative-effect adjustment, expected impacts of adoption include, on a prospective basis, the elimination of hedge ineffectiveness related to designated interest rate swaps, the presentation of all interest rate hedge related items that impact earnings in the interest expense line item in the consolidated statement of operations and an election to perform qualitative assessments of hedge effectiveness. 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. In January 2018, the FASB issued an accounting standards update that permits an entity to elect an optional transition practical expedient to not evaluate land easements that existed or expired before the entity’s adoption of the new lessee model that were not previously accounted for as leases under previous lease guidance. The update may be early adopted and should be applied prospectively to all new or modified land easements to determine whether the arrangement should be accounted for as a lease. An entity that does not elect this practical expedient is required to evaluate all existing or expired land easements in connection with the adoption of the new lessee model to assess whether they meet the definition of a lease. As of March 31, 2018 , using its incremental borrowing rate with respect to the future minimum lease payments under its operating leases (ground leases and corporate office lease), the Company has preliminarily estimated that the lease liability would be between approximately $13.5 million and $17.5 million and the right of use asset would be between approximately $5.5 million and $9.5 million , which includes adjustments for accrued lease payments, above market lease liabilities and lease incentives. The recording of a lease obligation may increase total indebtedness for purposes of financial covenants within certain of the Company’s existing debt agreements; however, the Company currently does not expect this increase to cause instances of non-compliance with any of these covenants. The Company does not expect the adoption of this update to have a material effect on its consolidated statements of operations or cash flows. The Company expects to elect the optional practical expedients which relate to the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. The election to apply these practical expedients will, in effect, mean the Company will continue to account for leases that commenced before the effective date in accordance with previous U.S. GAAP unless the lease is modified, except that the Company will recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were disclosed under previous U.S. GAAP. Contractual Revenue— The Company adopted ASC 606, Revenue from Contracts with Customers , on January 1, 2018, on a modified retrospective basis to all contracts as of January 1, 2018. The core principle of ASC 606 is that recognized revenue reflects consideration to which a company is entitled in exchange for specifically identified services. ASC 606 requires companies to use the following five-step model as part of their revenue recognition process: (1) identify the contract; (2) identify performance obligations; (3) determine the transaction price; (4) allocate the transaction price to performance obligations; and (5) recognize revenue when performance obligations are satisfied. As a practical expedient, the Company elected to apply its contract review to portfolios of contracts with similar characteristics as the Company expects the effects of applying these contracts on a portfolio basis compared to an individual basis would not have a material impact to the Company's unaudited condensed consolidated statement of operations. Adoption of ASC 606 had no impact to the recognition of revenue in the Company’s unaudited condensed consolidated financial statements. The Company recognized no cumulative effect adjustment upon adoption. Adoption of the standard resulted in enhanced revenue-related disclosures that provide information with respect to the Company’s analysis of certain contracts, significant judgments and the disaggregation for owned hotel room revenues by booking source and length of guest stay (see Note 12). The Company implemented changes to its processes and procedures related to revenue recognition and the control activities within them. These included the development of new policies based on the five-step model outlined above, training and ongoing contract review procedures with respect to the validation of information included in financial statement disclosures. |
ESH REIT | |
Entity Information [Line Items] | |
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, 2017 included in the combined annual report on Form 10-K filed with the U.S. Securities and Exchange Commission ("SEC") on February 27, 2018. 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 March 31, 2018 , the results of ESH REIT’s operations, comprehensive income and changes in equity and cash flows for the three months ended March 31, 2018 and 2017 . Interim results are not necessarily indicative of full year performance because of dispositions and the impact of accounting for contingent rental payments under 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 determine the estimated useful lives of tangible assets as well as in the assessment of tangible assets 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 expensed as incurred. Depreciation and amortization are recorded on a straight-line basis over estimated useful lives which range from two to 49 years . Management assesses the performance of long-lived assets for potential impairment quarterly, as well as when events or changes in circumstances indicate the carrying amount of a 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 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, their excess carrying amount over their 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, bids, quoted market prices or independent appraisals, as considered necessary. 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, an impairment charge to reduce the carrying value of a group of hotel properties could occur in a future period in which conditions change (see Note 5). Revenue Recognition —ESH REIT’s sole source of revenues is rental revenue derived from leases with subsidiaries of the Corporation. 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 monthly fixed minimum rental amounts contractually due. 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. This amount, approximately $16.6 million as of March 31, 2018 , will gradually decrease through the remainder of the initial lease terms until it is zero at the end of the initial lease terms 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 revenues of the leased hotels, are recognized when such amounts are fixed and determinable (i.e., only when percentage rental revenue thresholds have been achieved). Recently Issued Accounting Standards Goodwill— In January 2017, the Financial Accounting Standards Board ("FASB") issued an accounting standards update in which the guidance on testing for goodwill was updated to eliminate Step 2 in the determination on whether goodwill should be considered impaired. Annual and/or interim assessments are still required. This update will be effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. ESH REIT does not expect the adoption of this update to have a material effect on its unaudited condensed consolidated financial statements. Statement of Cash Flows— In August and November 2016, the FASB issued accounting standards updates which provide additional clarity on the classification of specific events on the statement of cash flows. These events include debt prepayment and extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from settlement of insurance claims, distributions received from equity method investees and beneficial interests in securitization transactions. These updates also require amounts generally described as restricted cash to be included with cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts on the statement of cash flows. ESH REIT adopted these updates on January 1, 2018, using a retrospective transition method to each period presented. The adoption of these updates required cash outflows related to debt prepayment and extinguishment costs to be classified as financing activities, none of which were incurred during the three months ended March 31, 2018. For the three months ended March 31, 2017 , debt modification and extinguishment costs included within net cash provided by operating activities, as originally presented, totaled approximately $1.2 million and have been adjusted. An additional effect of the adoption of this accounting standard was to include restricted cash in the beginning and end of period balances instead of in investing activities, as they were previously. For the three months ended March 31, 2017, changes in restricted cash included within net cash used in investing activities, as originally presented, was approximately $0.3 million . Compensation—Stock Compensation— In May 2017, the FASB issued an accounting standards update that provides guidance about which changes to the terms or conditions of a share-based payment award requires an entity to apply modification accounting. This update was effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted and should be applied prospectively to awards modified on or after the adoption date. ESH REIT adopted this update on January 1, 2018 using a prospective transition method. The adoption of this update did not have a material effect on ESH REIT’s unaudited condensed consolidated financial statements. Derivatives and Hedging— In August 2017, the FASB issued an accounting standards update which changes the designation and measurement guidance for qualifying hedging relationships and the presentation of hedging results. This update expands and refines hedge accounting and aligns recognition and presentation of its effects within the financial statements. This update is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted, and requires a cumulative-effect adjustment to the balance of retained earnings as of the beginning of the fiscal year that an entity adopts this update. ESH REIT adopted this update on January 1, 2018 and recorded a cumulative-effect adjustment to reclassify a previously recorded loss of approximately $0.7 million from retained earnings to accumulated other comprehensive income. In addition to the cumulative-effect adjustment, expected impacts of adoption include, on a prospective basis, the elimination of hedge ineffectiveness related to designated interest rate swaps, the presentation of all interest rate hedge related items that impact earnings in the interest expense line item in the consolidated statement of operations and an election to perform qualitative assessments of hedge effectiveness. 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. In January 2018, the FASB issued an accounting standards update that permits an entity to elect an optional transition practical expedient to not evaluate land easements that existed or expired before the entity’s adoption of the new lessee model and that were not previously accounted for as leases under previous lease guidance. The update may be early adopted and should be applied prospectively to all new or modified land easements to determine whether the arrangement should be accounted for as a lease. An entity that does not elect this practical expedient is required to evaluate all existing or expired land easements in connection with the adoption of the new lessee model to assess whether they meet the definition of a lease. As of March 31, 2018 , using its incremental borrowing rate with respect to the future minimum lease payments under its operating leases (ground leases), ESH REIT has preliminarily estimated that the lease liability would be between approximately $7.5 million and $11.5 million and the right of use asset would be between approximately $0.5 million and $4.5 million , which includes adjustments for accrued lease payments, above market lease liabilities and lease incentives. The recording of a lease obligation may increase total indebtedness for purposes of financial covenants within certain of ESH REIT’s existing debt agreements; however, ESH REIT currently does not expect this increase to cause instances of non-compliance with any of these covenants. ESH REIT does not expect the adoption of this update to have a material effect on its consolidated statements of operations or cash flows. ESH REIT expects to elect the optional practical expedients which relate to the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. The election to apply these practical expedients will, in effect, mean ESH REIT will continue to account for leases that commenced before the effective date in accordance with previous U.S. GAAP unless the lease is modified, except that ESH REIT will recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were disclosed under previous U.S. GAAP. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2018 | |
Entity Information [Line Items] | |
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 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 unrestricted common stock outstanding plus other potentially dilutive securities. Dilutive securities include certain equity-based awards issued under long-term incentive plans 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 per share, including a reconciliation of the numerators and denominators, are as follows (in thousands, except per share data): Three Months Ended 2018 2017 Numerator: Net income available to Extended Stay America, Inc. common shareholders - basic $ 14,852 $ 23,101 (Income) loss attributable to noncontrolling interests assuming conversion (17 ) 5 Net income available to Extended Stay America, Inc. common shareholders - diluted $ 14,835 $ 23,106 Denominator: Weighted average number of Extended Stay America, Inc. common shares outstanding - basic 192,201 195,097 Dilutive securities 365 289 Weighted average number of Extended Stay America, Inc. common shares outstanding - diluted 192,566 195,386 Net income per Extended Stay America, Inc. common share - basic $ 0.08 $ 0.12 Net income per Extended Stay America, Inc. common share - diluted $ 0.08 $ 0.12 |
ESH REIT | |
Entity Information [Line Items] | |
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 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 unrestricted Class A and Class B common stock outstanding, respectively, plus potentially dilutive securities. Dilutive securities include certain equity-based awards issued under long-term incentive plans 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 (in thousands, except per share data): Three Months Ended 2018 2017 Numerator: Net income (loss) $ 37,581 $ (16,116 ) Less preferred dividends (4 ) (4 ) Net income (loss) available to ESH Hospitality, Inc. common shareholders $ 37,577 $ (16,120 ) Class A: Net income (loss) available to ESH Hospitality, Inc. Class A common $ 21,262 $ (9,078 ) Amounts attributable to ESH Hospitality, Inc. Class B (17 ) — Net income (loss) available to ESH Hospitality, Inc. Class A common $ 21,245 $ (9,078 ) Class B: Net income (loss) available to ESH Hospitality, Inc. Class B common $ 16,315 $ (7,042 ) Amounts attributable to ESH Hospitality, Inc. Class B 17 — Net income (loss) available to ESH Hospitality, Inc. Class B common $ 16,332 $ (7,042 ) Denominator: Class A: Weighted average number of ESH Hospitality, Inc. Class A common 250,494 250,494 Class B: Weighted average number of ESH Hospitality, Inc. Class B common 192,201 195,097 Dilutive securities 365 — Weighted average number of ESH Hospitality, Inc. Class B common 192,566 195,097 Net income (loss) per ESH Hospitality, Inc. common share - Class A - basic $ 0.08 $ (0.04 ) Net income (loss) per ESH Hospitality, Inc. common share - Class A - diluted $ 0.08 $ (0.04 ) Net income (loss) per ESH Hospitality, Inc. common share - Class B - basic $ 0.08 $ (0.04 ) Net income (loss) per ESH Hospitality, Inc. common share - Class B - diluted $ 0.08 $ (0.04 ) Anti-dilutive securities excluded from net income per common share - Class B - diluted — 289 |
Hotel Dispositions
Hotel Dispositions | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |
Hotel Dispositions | HOTEL DISPOSITIONS 2018 Dispositions - In February 2018, the Company sold twenty-five hotels for approximately $112.1 million . The carrying value of these hotels, including net working capital and allocable goodwill, net of an impairment charge recorded with respect to an individual hotel prior to the sale, was approximately $104.7 million . In March 2018, the Company sold one additional hotel for approximately $44.8 million . The carrying value of the hotel, including allocable goodwill, was approximately $13.1 million . These transactions resulted in a total gain on sale of approximately $38.1 million , net of closing costs and adjustments, which is reported in gain on sale of hotel properties during the three months ended March 31, 2018 in the accompanying unaudited consolidated statements of operations. 2017 Dispositions - In May 2017, the Company sold its three Extended Stay Canada-branded hotels for 76.0 million Canadian dollars, or approximately $55.3 million . The carrying value of the hotels, including net working capital and allocable goodwill, net of an impairment charge recorded prior to the sale, was approximately 56.7 million Canadian dollars, or approximately $41.2 million , prior to the evaluation of existing accumulated foreign currency translation loss. Due to the fact that the Company's Canadian subsidiaries liquidated substantially all of their assets, approximately $14.5 million of accumulated foreign currency translation loss was recognized at the time of sale. This charge more than fully offset the Canadian subsidiaries' gain on sale, which resulted in a net loss on sale of the Canadian hotels of approximately $1.9 million , net of closing costs and adjustments. In May and December 2017, the Company sold two additional hotels for approximately $21.4 million . The carrying value of these hotels, including net working capital and allocable goodwill, net of an impairment charge recorded prior to the sales, was approximately $9.2 million , resulting in a total gain on sale of approximately $11.9 million , net of closing costs and adjustments. None of the above dispositions were reported as discontinued operations. The table below summarizes hotel dispositions as described above (in thousands, except number of hotels and number of rooms): Year Brand Location Month Sold Number of Number of Net Proceeds Gain (Loss) 2018 Extended Stay America Various February 25 2,430 $111,156 $7,024 (1) 2018 Extended Stay America Texas March 1 101 $44,090 (2) $31,058 2017 Extended Stay Canada Canada May 3 500 $43,551 $(1,894) (3) 2017 Other Massachusetts May 1 103 $5,092 $(2) (4) 2017 Extended Stay America Colorado December 1 160 $15,985 (5) $11,870 ________________________________ (1) Net of impairment charge of approximately $2.1 million recorded prior to the sale with respect to an individual hotel. (2) As of March 31, 2018 , approximately $24.1 million of net sale proceeds were held by a qualified intermediary pursuant to pending tax free exchanges under Section 1031 of the Internal Revenue Code ("1031 exchanges"). (3) Due to the fact that the Company's Canadian subsidiaries liquidated substantially all of their assets, approximately $14.5 million of accumulated foreign currency translation loss was recognized at the time of sale. An impairment charge of approximately $12.4 million was recorded prior to sale. (4) Net of impairment charge of approximately $1.7 million recorded prior to the sale. (5) As of March 31, 2018 , approximately $12.5 million of net sale proceeds were held by a qualified intermediary pursuant to pending 1031 exchanges. During the three months ended March 31, 2018 and 2017 , the disposed hotel properties contributed total room and other hotel revenues, total operating expenses and income (loss) before income tax expense as follows (in thousands): Three Months Ended 2018 2017 Total room and other hotel revenues $ 5,015 $ 11,230 Total operating expenses 3,794 22,279 (1) Income (loss) before income tax expense 1,221 (11,127 ) (1) _________________________________ (1) Includes impairment charge of approximately $12.4 million related to three Canadian hotels. |
ESH REIT | |
Property, Plant and Equipment [Line Items] | |
Hotel Dispositions | HOTEL DISPOSITIONS 2018 Dispositions - In February 2018, ESH REIT sold twenty-five hotels for approximately $112.1 million . The carrying value of these hotels, including net working capital and allocable goodwill, was approximately $107.2 million . Additionally, in March 2018, ESH REIT sold one additional hotel for approximately $44.8 million . The carrying value of the hotel, including allocable goodwill, was approximately $13.2 million . These transactions resulted in a total gain on sale of approximately $35.4 million , net of closing costs and adjustments, which is reported in gain on sale of hotel properties during the three months ended March 31, 2018 in the accompanying unaudited consolidated statements of operations. 2017 Dispositions - In May 2017, ESH REIT sold its three Extended Stay Canada-branded hotels for 67.4 million Canadian dollars, or approximately $49.0 million . ESH REIT's carrying value of the hotels, including net working capital and allocable goodwill, net of an impairment charge recorded prior to the sale, was approximately 51.2 million Canadian dollars, or approximately $37.3 million prior to the evaluation of existing foreign currency translation loss. Due to the fact that ESH REIT's Canadian subsidiary liquidated substantially all of its assets, approximately $12.5 million of accumulated foreign currency translation loss was recognized at the time of sale. This charge more than fully offset the Canadian subsidiary's gain on sale, which resulted in a loss on sale of the Canadian hotels of approximately $1.5 million , net of closing costs and adjustments. In May and December 2017, ESH REIT sold two additional hotels for approximately $21.4 million . The carrying value of these hotels, including net working capital and allocable goodwill, was approximately $11.0 million , resulting in a net gain on sale of approximately $10.1 million , net of closing costs and adjustments. None of the above dispositions were reported as discontinued operations. The table below summarizes hotel dispositions as described above (in thousands, except number of hotels and number of rooms): Year Brand Location Month Sold Number of Number of Net Proceeds Gain (Loss) 2018 Extended Stay America Various February 25 2,430 $111,156 $4,418 2018 Extended Stay America Texas March 1 101 $44,090 (1) $30,992 2017 Extended Stay Canada Canada May 3 500 $43,551 $(1,507) (2) 2017 Other Massachusetts May 1 103 $5,092 $(1,767) 2017 Extended Stay America Colorado December 1 160 $15,985 (3) $11,836 ________________________________ (1) As of March 31, 2018 , approximately $24.1 million of net sale proceeds were held by a qualified intermediary pursuant to pending tax free exchanges under Section 1031 of the Internal Revenue Code ("1031 exchanges"). (2) Due to the fact that ESH REIT's Canadian subsidiary liquidated substantially all of its assets, approximately $12.5 million of accumulated foreign currency translation loss was recognized at the time of sale. An impairment charge of approximately $15.0 million was recorded prior to sale. (3) As of March 31, 2018 , approximately $12.5 million of net sale proceeds were held by a qualified intermediary pursuant to pending 1031 exchanges. During the three month periods ended March 31, 2018 and 2017, the disposed hotel properties contributed rental revenues, total operating expenses and income (loss) before income tax expense as follows (in thousands): Three Months Ended 2018 2017 Rental revenues from Extended Stay America, Inc. $ 2,176 $ 5,167 Total operating expenses 796 17,733 (1) Income (loss) before income tax expense 1,380 (12,644 ) (1) _________________________________ (1) Includes impairment charge of approximately $15.0 million related to three Canadian hotels. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2018 | |
Entity Information [Line Items] | |
Property and Equipment | PROPERTY AND EQUIPMENT Net investment in property and equipment as of March 31, 2018 and December 31, 2017 , consists of the following (in thousands): March 31, December 31, 2017 Hotel properties: Land and site improvements $ 1,257,932 $ 1,286,784 Building and improvements 2,780,802 2,934,048 Furniture, fixtures and equipment 629,566 649,487 Total hotel properties 4,668,300 4,870,319 Development in process 6,572 2,453 Corporate furniture, fixtures, equipment, software and other 21,770 21,486 Undeveloped land parcel 1,675 1,675 Total cost 4,698,317 4,895,933 Less accumulated depreciation: Hotel properties (1,114,198 ) (1,128,465 ) Corporate furniture, fixtures, equipment, software and other (15,135 ) (14,334 ) Total accumulated depreciation (1,129,333 ) (1,142,799 ) Property and equipment - net $ 3,568,984 $ 3,753,134 Using Level 3 unobservable inputs and, in certain instances, using Level 2 observable inputs, the Company recognized impairment charges for twenty-one hotels, generally located in the Midwestern U.S., which totaled approximately $43.6 million , during the three months ended March 31, 2018. The majority of the impairment charges were incurred in connection with evaluating the potential sale of certain non-core assets. During the three months ended March 31, 2017, using Level 3 unobservable inputs and, in certain instances, using Level 2 observable inputs, the Company recognized approximately $12.4 million of impairment charges related to its three Canadian hotels. Quantitative information with respect to observable inputs consists of non-binding bids or, in certain instances, binding agreements to sell a hotel or portfolio of hotels to one or more third parties. 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 that range from 6% to 10% and terminal capitalization rates that range from 7% to 11% . 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. The estimation and evaluation of future cash flows, in particular the holding period for real estate assets and asset composition and/or concentration within real estate portfolios, relies on judgments and assumptions regarding holding period, current and future operating and economic performance, and current and future market conditions. It is possible that such judgments and/or estimates will change; if this occurs, the Company may recognize additional impairment charges reflecting either changes in estimate, circumstance or the estimated market value of its assets. |
ESH REIT | |
Entity Information [Line Items] | |
Property and Equipment | PROPERTY AND EQUIPMENT Net investment in property and equipment as of March 31, 2018 and December 31, 2017 , consists of the following (in thousands): March 31, December 31, Hotel properties: Land and site improvements $ 1,261,416 $ 1,289,152 Building and improvements 2,873,315 2,970,404 Furniture, fixtures and equipment 646,401 655,120 Total hotel properties 4,781,132 4,914,676 Development in process 6,572 2,453 Undeveloped land parcel 1,675 1,675 Total cost 4,789,379 4,918,804 Less accumulated depreciation (1,156,654 ) (1,143,164 ) Property and equipment, net $ 3,632,725 $ 3,775,640 No impairment charges were recognized during the three months ended March 31, 2018. During the three months ended March 31, 2017, using Level 3 unobservable inputs and, in certain instances, using Level 2 observable inputs, ESH REIT recognized approximately $15.0 million of impairment charges related to its three Canadian hotels. Quantitative information with respect observable inputs consists of non-binding bids or, in certain instances, binding agreements to sell a hotel or portfolio of hotels to one or more third parties. 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. The estimation and evaluation of future cash flows, in particular the holding period for real estate assets and asset composition and/or concentration within real estate portfolios, relies on judgments and assumptions regarding holding period, current and future operating and economic performance, and current and future market conditions. If such judgments and/or estimates change, ESH REIT could recognize impairment charges in future periods. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2018 | |
Entity Information [Line Items] | |
Debt | DEBT Summary - The Company’s outstanding debt, net of unamortized debt discount and unamortized deferred financing costs, as of March 31, 2018 and December 31, 2017 , consists of the following (dollars in thousands): Stated (1) Carrying Amount Unamortized Deferred Financing Costs Interest Rate Loan March 31, 2018 December 31, 2017 March 31, 2018 December 31, 2017 Stated Interest Rate March 31, 2018 December 31, 2017 Maturity Date Term loan facilities ESH REIT 2016 Term Facility $ 1,300,000 (2) $ 1,215,717 (3) $ 1,278,545 (3) $ 12,240 $ 13,433 LIBOR + 2.25% (4) 3.93 % (4) 3.69 % 8/30/2023 (6) Senior notes ESH REIT 2025 Notes 1,300,000 1,290,685 (5) 1,290,356 (5) 19,994 20,700 5.25 % 5.25 % 5.25 % 5/1/2025 Revolving credit facilities ESH REIT 2016 Revolving Credit Facility 350,000 — — 1,882 (7) 2,020 (7) LIBOR + 2.75% N/A N/A 8/30/2021 Corporation 2016 Revolving Credit Facility 50,000 — — 374 (7) 401 (7) LIBOR + 3.00% N/A N/A 8/30/2021 Unsecured Intercompany Facility Unsecured Intercompany Facility 75,000 (8) — — — — 5.00 % 5.00 % 5.00 % 8/30/2023 Total $ 2,506,402 $ 2,568,901 $ 34,490 $ 36,554 _________________________________ (1) Amortization is interest only, except for the 2016 Term Facility (as defined below), which amortizes in equal quarterly installments of $3.06 million . See (6) below. In February 2018, ESH REIT made a voluntary prepayment of $60.0 million . (2) ESH REIT is able to increase its borrowings under the 2016 ESH REIT Credit Facilities (as defined below) by an amount of up to $600.0 million , plus additional amounts, in each case subject to certain conditions. (3) The 2016 Term Facility is presented net of an unamortized debt discount of approximately $5.0 million and $5.3 million as of March 31, 2018 and December 31, 2017, respectively. (4) $350.0 million of the 2016 Term Facility is subject to an interest rate swap at a fixed rate of 1.175% as of March 31, 2018 (see Note 7). (5) The ESH REIT 2025 Notes (as defined below) are presented net of an unamortized debt discount of approximately $9.3 million and $9.6 million as of March 31, 2018 and December 31, 2017, respectively. (6) In addition to scheduled amortization noted in (1) above, subject to certain exceptions, annual mandatory prepayments of up to 50% of Excess Cash Flow, as defined, may be required under the 2016 Term Facility commencing with the year ending December 31, 2017. Annual mandatory prepayments for the year are due during the first quarter of the following year. No mandatory prepayments were required in the first quarter of 2018 based on ESH REIT's Excess Cash Flow for the year ended December 31, 2017. (7) Unamortized deferred financing costs related to revolving credit facilities are included in other assets in the accompanying unaudited condensed consolidated balance sheets. (8) As of March 31, 2018 , no amounts were outstanding under the Unsecured Intercompany Facility. ESH REIT is able to borrow under the Unsecured Intercompany Facility an amount up to $300.0 million , plus additional amounts, in each case subject to certain conditions. Outstanding debt balances and interest expense, as applicable, owed from ESH REIT to the Corporation related to the Unsecured Intercompany Facility eliminate in consolidation. ESH REIT Credit Facilities On August 30, 2016, ESH REIT entered into a credit agreement, as may be amended and supplemented from time to time, providing for senior secured credit facilities (collectively, the "2016 ESH REIT Credit Facilities") consisting of a $1,300.0 million senior secured term loan facility (the "2016 Term Facility") and a $350.0 million senior secured revolving credit facility (the "2016 ESH REIT Revolving Credit Facility"). Subject to the satisfaction of certain criteria, borrowings under the 2016 ESH REIT Credit Facilities may be increased by an amount of up to $600.0 million , plus additional amounts, so long as, after giving effect to the incurrence of such incremental facility and the application of proceeds thereof, its pro-forma senior loan-to-value ratio is less than or equal to 45% . Obligations under the 2016 ESH REIT Credit Facilities are guaranteed by certain existing and future material domestic subsidiaries of ESH REIT, other than those owning real property, subject to customary exceptions. Obligations under the 2016 ESH REIT Credit Facilities are secured, subject to certain exceptions, including an exception for real property, by a first-priority security interest in substantially all of the assets of ESH REIT and the guarantors. The 2016 ESH REIT Credit Facilities contain a number of restrictive covenants that, among other things and subject to certain exceptions, limit ESH REIT’s ability and the ability of its subsidiaries to incur additional debt, modify existing debt, create certain liens, pay dividends and distributions, make certain investments and other restricted payments, enter into affiliate transactions, amend or modify certain material operating leases and management agreements, sell assets or merge, consolidate or transfer all or substantially all of their assets. The 2016 ESH REIT Credit Facilities contain certain customary representations and warranties, affirmative covenants and events of default, including, but not limited to, cross-defaults to certain other indebtedness and certain material operating leases and management agreements. If an event of default occurs, the administrative agent is entitled to take various actions, including the acceleration of amounts due under the 2016 ESH REIT Credit Facilities and additional actions that a secured creditor is permitted to take following a default. As of March 31, 2018 , ESH REIT was in compliance with all covenants under the 2016 ESH REIT Credit Facilities. 2016 Term Facility — In November 2017, ESH REIT entered into a second amendment to the 2016 Term Facility (such amendment, the "Second Repricing Amendment"). The 2016 Term Facility, as amended, bears interest at a rate equal to (i) LIBOR plus 2.00% for any period during which ESH REIT maintains a public corporate family rating better than or equal to BB- (with a stable or better outlook) from S&P and Ba3 (with a stable or better outlook) from Moody's (a "Level 1 Period") or LIBOR plus 2.25% for any period other than a Level 1 Period; or (ii) a base rate (determined by reference to the highest of (A) the prime lending rate, (B) the overnight federal funds rate plus 0.50% or (C) the one-month adjusted LIBOR rate plus 1.00% ) plus 1.00% during a Level 1 Period or 1.25% for any period other than a Level 1 Period. The 2016 Term Facility amortizes in equal quarterly installments in annual amounts of 0.25% of the aggregate principal amount of the loan outstanding after the February 2018 voluntary prepayment described below or approximately $12.2 million per year. The remaining balance is payable at maturity. In addition to scheduled amortization, subject to certain exceptions, mandatory prepayments of up to 50% of annual Excess Cash Flow, as defined, may be required based on ESH REIT's Consolidated Leverage Ratio, as defined. Annual mandatory prepayments are due during the first quarter of the following year. The 2016 Term Facility matures on August 30, 2023. No mandatory prepayments were required in the first quarter of 2018 based on ESH REIT's Excess Cash Flow for the year ended December 31, 2017. ESH REIT has the option to voluntarily prepay outstanding loans under the 2016 Term Facility at any time upon three business days’ prior written notice for LIBOR loans or on one business day’s prior written notice for base rate loans. In February 2018, ESH REIT made a voluntary prepayment of $60.0 million and wrote off approximately $0.6 million of deferred financing costs related to the prepayment. In addition to customary "breakage" costs with respect to LIBOR loans, amounts refinanced, substituted or replaced by indebtedness which has a lower all-in yield than the all-in yield under the 2016 Term Facility on or prior to May 21, 2018 (other than as a result of a transformative transaction) are subject to a prepayment penalty equal to 1.00% of the aggregate principal amount refinanced, substituted or replaced. Prepayments made after May 21, 2018 are not subject to a prepayment penalty. 2016 ESH REIT Revolving Credit Facility — The 2016 ESH REIT Revolving Credit Facility provides for the issuance of up to $50.0 million of letters of credit. Borrowings under the facility bear interest at a rate equal to (i) LIBOR plus a spread that ranges from 2.25% to 2.75% based on ESH REIT’s Total Net Leverage Ratio, as defined, or (ii) base rate (determined by reference to the highest of (A) the prime lending rate, (B) the overnight federal funds rate plus 0.50% , or (C) the one-month adjusted LIBOR rate plus 1.00% ) plus a spread that ranges from 1.25% to 1.75% based on ESH REIT’s Total Net Leverage Ratio, as defined. There is no scheduled amortization under the 2016 ESH REIT Revolving Credit Facility and the facility matures on August 30, 2021. In addition to paying interest on outstanding principal, ESH REIT incurs a fee of 0.35% or 0.175% on the unutilized revolver balance. ESH REIT is also required to pay customary letter of credit fees and agency fees. As of March 31, 2018 , ESH REIT had no letters of credit outstanding under the facility and available borrowing capacity of $350.0 million . The 2016 ESH REIT Revolving Credit Facility is subject to a springing financial covenant whereby the senior loan-to-value ratio may not exceed 45% when the aggregate principal amount of borrowings and letters of credit under the 2016 ESH REIT Revolving Credit Facility, excluding up to $30.0 million of letters of credit, is equal to or greater than 25% of the aggregate available principal amount of the 2016 ESH REIT Revolving Credit Facility on the applicable fiscal quarter end date. ESH REIT Senior Notes Due 2025 In May 2015 and March 2016, ESH REIT issued $500.0 million and $800.0 million , respectively, 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, in private placements pursuant to Rule 144A of the Securities Act. 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 2016 ESH REIT Credit Facilities. 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, among other things and subject to certain exceptions, limit ESH REIT’s ability and the ability of its subsidiaries to incur additional debt, create certain liens, pay dividends or distributions, make certain investments and other restricted payments, enter into affiliate transactions, sell assets or merge, consolidate or transfer all or substantially all of their assets. The Indenture also contains certain customary events of default, including, but not limited to, cross-defaults to certain other indebtedness. If an event of default occurs, the holders of the Notes and the Trustee are entitled to take various actions, including declaring the 2025 Notes immediately due and payable. As of March 31, 2018 , ESH REIT was in compliance with all covenants set forth in the Indenture. Corporation Revolving Credit Facility On August 30, 2016, the Corporation entered into a revolving credit facility (the "2016 Corporation Revolving Credit Facility") of $50.0 million . The facility provides for the issuance of up to $50.0 million of letters of credit as well as borrowing on same day notice, referred to as swingline loans, in an amount up to $20.0 million . Borrowings under the facility bear interest at a rate equal to (i) LIBOR plus 3.00% or (ii) base rate (determined by reference to the highest of (A) the prime lending rate, (B) the overnight federal funds rate plus 0.50% or (C) the one-month adjusted LIBOR rate plus 1.00% ) plus 2.00% . There is no scheduled amortization under the 2016 Corporation Revolving Credit Facility and the facility matures on August 30, 2021. In addition to paying interest on outstanding principal, the Corporation incurs a fee of 0.35% or 0.175% on the unutilized revolver balance. The Corporation is also required to pay customary letter of credit fees and agency fees. As of March 31, 2018 , the Corporation had one letter of credit outstanding under this facility of approximately $0.2 million and available borrowing capacity of $49.8 million . Obligations under the 2016 Corporation Revolving Credit Facility are guaranteed by certain existing and future material domestic subsidiaries of the Corporation, excluding ESH REIT and its subsidiaries, and subject to customary exceptions. The facility is secured, subject to certain exceptions, by a first-priority security interest in substantially all of the assets of the Corporation and the guarantors. If obligations are outstanding under the facility during any fiscal quarter, the 2016 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 1.00. The facility is also subject to a springing financial covenant whereby the senior loan-to-value ratio may not exceed 45% when the aggregate principal amount of borrowings and letters of credit under the 2016 Corporation Revolving Credit Facility, excluding up to $30.0 million of letters of credit, is equal to or greater than 25% of the aggregate available principal amount of the 2016 Corporation Revolving Credit Facility on the applicable fiscal quarter end date. The 2016 Corporation Revolving Credit Facility contains a number of restrictive covenants that, among other things and subject to certain exceptions, limit the Corporation’s ability and the ability of its subsidiaries to incur additional debt, modify existing debt, create certain liens, pay dividends or distributions, make certain restricted payments, enter into affiliate transactions, amend or modify certain material operating leases and management agreements, merge, consolidate or transfer all or substantially all of its assets. The 2016 Corporation Revolving Credit Facility also contains certain customary affirmative covenants and events of default, including, but not limited to, cross-defaults to certain other indebtedness and certain material operating leases. If an event of default occurs, the administrative agent is entitled to take various actions, including the acceleration of amounts due under the facility and additional actions that a secured creditor is permitted to take following a default. As of March 31, 2018 , the Corporation was in compliance with all covenants under the 2016 Corporation Revolving Credit Facility. Unsecured Intercompany Facility On August 30, 2016, ESH REIT, as borrower, and the Corporation, as lender, entered into an unsecured intercompany credit facility (the "Unsecured Intercompany Facility"), under which ESH REIT borrowed $75.0 million from the Corporation upon the facility's closing. As of March 31, 2018 and December 31, 2017, the amount outstanding under the facility was $0 . Subject to certain conditions, the principal amount of the Unsecured Intercompany Facility may be increased up to an amount that shall not exceed the greater of (i) $300.0 million and (ii) an unlimited amount so long as the incremental loan-to-value ratio, determined on a pro-forma basis as of the last day of the most recently ended test period, as if any incremental loans available under such incremental commitments had been outstanding on the last day of such period, and, in each case, without netting the cash proceeds of any such incremental loans, does not exceed 5.0% . Loans under the facility bear interest at 5.0% per annum. There is no scheduled amortization and the facility matures on August 30, 2023. ESH REIT has the option to voluntarily prepay outstanding loans at any time upon one business day’s prior written notice. The Unsecured Intercompany Facility contains a number of restrictive covenants that, among other things and subject to certain exceptions, limit ESH REIT’s ability and the ability of its subsidiaries to incur additional debt, modify existing debt, create certain liens, pay dividends or distributions, make certain investments and other restricted payments, enter into affiliate transactions, amend or modify certain material operating leases and management agreements, sell assets or merge, consolidate or transfer all or substantially all of their assets. The facility contains certain customary representations and warranties, affirmative covenants and events of default, including, but not limited to, cross-defaults to certain other indebtedness and certain material operating leases and management agreements. If an event of default occurs, the Corporation is entitled to take various actions, including the acceleration of amounts due under the facility and all other actions that a creditor is permitted to take following a default. As of March 31, 2018 , ESH REIT was in compliance with all covenants under the Unsecured Intercompany Facility. Interest Expense —The components of net interest expense during the three months ended March 31, 2018 and 2017, are as follows (in thousands): March 31, March 31, Contractual interest (1) $ 28,962 $ 30,320 Amortization of deferred financing costs and debt discount 2,015 2,024 Debt extinguishment and other costs 720 1,285 Interest Income (57 ) (23 ) Total $ 31,640 $ 33,606 \ ______________________ (1) Contractual interest includes dividends on the shares of the Corporation's mandatorily redeemable preferred stock. Future Maturities of Debt —The future maturities of debt as of March 31, 2018 , are as follows (in thousands): Years Ending December 31, Remainder of 2018 $ 9,179 2019 12,238 (1) 2020 12,238 (1) 2021 12,238 (1) 2022 12,238 (1) Thereafter 2,462,616 (1) Total $ 2,520,747 ______________________ (1) Under the 2016 Term Facility, annual mandatory prepayments of up to 50% of Excess Cash Flow, as defined, may be required commencing with the year ending December 31, 2017. Annual mandatory prepayments are due during the first quarter of the following year. No mandatory prepayments were required in the first quarter of 2018 based on ESH REIT's Excess Cash Flow for the year ended December 31, 2017. Fair Value of Debt and Mandatorily Redeemable Preferred Stock —As of March 31, 2018 and December 31, 2017 , the estimated fair value of the Company's debt was approximately $2.5 billion and $2.6 billion , respectively. Estimated fair values are determined by comparing current borrowing rates and risk spreads offered in the market (Level 2 fair value measures) or quoted market prices (Level 1 fair value measures), when available, to the stated interest rates and spreads on the Company's debt. As of March 31, 2018 and December 31, 2017 , the estimated fair value of the Corporation's 8.0% mandatorily redeemable preferred stock was approximately $7.1 million . The estimated fair value of the Corporation's 8.0% mandatorily redeemable preferred stock is determined by comparing current borrowing rates and risk spreads offered in the market (Level 2 fair value measures) to stated interest rates and spreads on the Corporation's 8.0% mandatorily redeemable preferred stock. |
ESH REIT | |
Entity Information [Line Items] | |
Debt | DEBT Summary —ESH REIT’s outstanding debt, net of unamortized debt discount and unamortized deferred financing costs, as of March 31, 2018 and December 31, 2017 , consists of the following (dollars in thousands): Stated Amount (1) Carrying Amount Unamortized Deferred Financing Costs Interest Rate Loan March 31, 2018 December 31, 2017 March 31, 2018 December 31, 2017 Stated Interest Rate March 31, 2018 December 31, 2017 Maturity Date Term loan facility 2016 Term Facility $ 1,300,000 (2) $ 1,215,717 (3) $ 1,278,545 (3) $ 12,240 $ 13,433 LIBOR (4) + 2.25% 3.93 % (5) 3.69 % 8/30/2023 (6) Senior notes 2025 Notes 1,300,000 1,290,685 (5) 1,290,356 (5) 19,994 20,700 5.25 % 5.25 % 5.25 % 5/1/2025 Revolving credit facility 2016 Revolving Credit Facility 350,000 — — 1,882 (7) 2,020 (7) LIBOR + 2.75% N/A N/A 8/30/2021 Unsecured Intercompany Facility Unsecured Intercompany Facility 75,000 (8) — — — — 5.00 % 5.00 % 5.00 % 8/30/2023 Total $ 2,506,402 $ 2,568,901 $ 34,116 $ 36,153 _________________________________ (1) Amortization is interest only, except for the 2016 Term Facility (as defined below), which amortizes in equal quarterly installments of $3.06 million . See (6) below. In February 2018, ESH REIT made a voluntary prepayment of $60.0 million . (2) ESH REIT is able to increase its borrowings under the 2016 ESH REIT Credit Facilities (as defined below) by an amount of up to $600.0 million , plus additional amounts, in each case subject to certain conditions. (3) The 2016 Term Facility is presented net of an unamortized debt discount of approximately $5.0 million and $5.3 million as of March 31, 2018 and December 31, 2017 , respectively. (4) $350.0 million of the 2016 Term Facility is subject to an interest rate swap at a fixed rate of 1.175% as of March 31, 2018 (see Note 7). (5) The 2025 Notes (as defined below) are presented net of an unamortized debt discount of approximately $9.3 million and $9.6 million as of March 31, 2018 and December 31, 2017 , respectively. (6) In addition to scheduled amortization noted in (1) above, subject to certain exceptions, annual mandatory prepayments of up to 50% of Excess Cash Flow, as defined, may be required under the 2016 Term Facility commencing with the year ending December 31, 2017. Annual mandatory prepayments for the year are due during the first quarter of the following year. No mandatory prepayments were required in the first quarter of 2018 based on ESH REIT’s Excess Cash Flow for the year ended December 31, 2017. (7) Unamortized deferred financing costs related to the revolving credit facility are included in other assets in the accompanying unaudited condensed consolidated balance sheets. (8) As of March 31, 2018 , no amounts were outstanding under the Unsecured Intercompany Facility. ESH REIT is able to borrow under the Unsecured Intercompany Facility an amount up to $300.0 million , plus additional amounts, in each case subject to certain conditions (see Note 9). ESH REIT Credit Facilities On August 30, 2016, ESH REIT entered into a credit agreement, as may be amended and supplemented from time to time, providing for senior secured credit facilities (collectively, the "2016 ESH REIT Credit Facilities") consisting of a $1,300.0 million senior secured term loan facility (the "2016 Term Facility") and a $350.0 million senior secured revolving credit facility (the "2016 ESH REIT Revolving Credit Facility"). Subject to the satisfaction of certain criteria, borrowings under the 2016 ESH REIT Credit Facilities may be increased by an amount of up to $600.0 million , plus additional amounts, so long as, after giving effect to the incurrence of such incremental facility and the application of proceeds thereof, its pro-forma senior loan-to-value ratio is less than or equal to 45% . Obligations under the 2016 ESH REIT Credit Facilities are guaranteed by certain existing and future material domestic subsidiaries of ESH REIT, other than those owning real property, subject to customary exceptions. Obligations under the 2016 ESH REIT Credit Facilities are secured, subject to certain exceptions, including an exception for real property, by a first-priority security interest in substantially all of the assets of ESH REIT and the guarantors. The 2016 ESH REIT Credit Facilities contain a number of restrictive covenants that, among other things and subject to certain exceptions, limit ESH REIT’s ability and the ability of its subsidiaries to incur additional debt, modify existing debt, create certain liens, pay dividends and distributions, make certain investments and other restricted payments, enter into affiliate transactions, amend or modify certain material operating leases and management agreements, sell assets or merge, consolidate or transfer all or substantially all of their assets. The 2016 ESH REIT Credit Facilities contain certain customary representations and warranties, affirmative covenants and events of default, including, but not limited to, cross-defaults to certain other indebtedness and certain material operating leases and management agreements. If an event of default occurs, the administrative agent is entitled to take various actions, including the acceleration of amounts due under the 2016 ESH REIT Credit Facilities and additional actions that a secured creditor is permitted to take following a default. As of March 31, 2018 , ESH REIT was in compliance with all covenants under the 2016 ESH REIT Credit Facilities. 2016 Term Facility — In November 2017, ESH REIT entered into a second amendment to the 2016 Term Facility (such amendment, the "Second Repricing Amendment"). The 2016 Term Facility, as amended, bears interest at a rate equal to (i) LIBOR plus 2.00% for any period during which ESH REIT maintains a public corporate family rating better than or equal to BB- (with a stable or better outlook) from S&P and Ba3 (with a stable or better outlook) from Moody's (a "Level 1 Period") or LIBOR plus 2.25% for any period other than a Level 1 Period; or (ii) a base rate (determined by reference to the highest of (A) the prime lending rate, (B) the overnight federal funds rate plus 0.50% or (C) the one-month adjusted LIBOR rate plus 1.00% ) plus 1.00% during a Level 1 Period or 1.25% for any period other than a Level 1 Period. The 2016 Term Facility amortizes in equal quarterly installments in annual amounts of 0.25% of the aggregate principal amount of the loan outstanding after the February 2018 voluntary prepayment described below, or approximately $12.2 million per year. The remaining balance is payable at maturity. In addition to scheduled amortization, subject to certain exceptions, mandatory prepayments of up to 50% of annual Excess Cash Flow, as defined, may be required based on ESH REIT's Consolidated Leverage Ratio, as defined. Annual mandatory prepayments are due during the first quarter of the following year. The 2016 Term Facility matures on August 30, 2023. No mandatory prepayments were required in the first quarter of 2018 based on ESH REIT's Excess Cash Flow for the year ended December 31, 2017. ESH REIT has the option to voluntarily prepay outstanding loans under the 2016 Term Facility at any time upon three business days’ prior written notice for LIBOR loans or on one business day’s prior written notice for base rate loans. In February 2018, ESH REIT made a voluntary prepayment of $60.0 million and wrote off approximately $0.6 million of deferred financing costs related to the prepayment. In addition to customary "breakage" costs with respect to LIBOR loans, amounts refinanced, substituted or replaced by indebtedness which has a lower all-in yield than the all-in yield under the 2016 Term Facility on or prior to May 21, 2018 (other than as a result of a transformative transaction) are subject to a prepayment penalty equal to 1.00% of the aggregate principal amount refinanced, substituted or replaced. Prepayments made after May 21, 2018 are not subject to a prepayment penalty. 2016 ESH REIT Revolving Credit Facility — The 2016 ESH REIT Revolving Credit Facility provides for the issuance of up to $50.0 million of letters of credit. Borrowings under the facility bear interest at a rate equal to (i) LIBOR plus a spread that ranges from 2.25% to 2.75% based on ESH REIT’s Total Net Leverage Ratio, as defined, or (ii) base rate (determined by reference to the highest of (A) the prime lending rate, (B) the overnight federal funds rate plus 0.50% , or (C) the one-month adjusted LIBOR rate plus 1.00% ) plus a spread that ranges from 1.25% to 1.75% based on ESH REIT’s Total Net Leverage Ratio, as defined. There is no scheduled amortization under the 2016 ESH REIT Revolving Credit Facility and the facility matures on August 30, 2021. In addition to paying interest on outstanding principal, ESH REIT incurs a fee of 0.35% or 0.175% on the unutilized revolver balance. ESH REIT is also required to pay customary letter of credit fees and agency fees. As of March 31, 2018 , ESH REIT had no letters of credit outstanding under the facility and available borrowing capacity of $350.0 million . The 2016 ESH REIT Revolving Credit Facility is subject to a springing financial covenant whereby the senior loan-to-value ratio may not exceed 45% when the aggregate principal amount of borrowings and letters of credit under the 2016 ESH REIT Revolving Credit Facility, excluding up to $30.0 million of letters of credit, is equal to or greater than 25% of the aggregate available principal amount of the 2016 ESH REIT Revolving Credit Facility on the applicable fiscal quarter end date. ESH REIT Senior Notes Due 2025 In May 2015 and March 2016, ESH REIT issued $500.0 million and $800.0 million , respectively, 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, in private placements pursuant to Rule 144A of the Securities Act. 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 2016 ESH REIT Credit Facilities. 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, among other things and subject to certain exceptions, limit ESH REIT’s ability and the ability of its subsidiaries to incur additional debt, create certain liens, pay dividends or distributions, make certain investments and other restricted payments, enter into affiliate transactions, sell assets or merge, consolidate or transfer all or substantially all of their assets. The Indenture also contains certain customary events of default, including, but not limited to, cross-defaults to certain other indebtedness. If an event of default occurs, the holders of the Notes and the Trustee are entitled to take various actions, including declaring the 2025 Notes immediately due and payable. As of March 31, 2018 , ESH REIT was in compliance with all covenants set forth in the Indenture. Unsecured Intercompany Facility On August 30, 2016, ESH REIT, as borrower, and the Corporation, as lender, entered into an unsecured intercompany credit facility (the "Unsecured Intercompany Facility"), under which ESH REIT borrowed $75.0 million from the Corporation upon the facility's closing. As of March 31, 2018 and December 31, 2017, the amount outstanding under the facility was $0 . Subject to certain conditions, the principal amount of the Unsecured Intercompany Facility may be increased up to an amount that shall not exceed the greater of (i) $300.0 million and (ii) an unlimited amount so long as the incremental loan-to-value ratio, determined on a pro-forma basis as of the last day of the most recently ended test period, as if any incremental loans available under such incremental commitments had been outstanding on the last day of such period, and, in each case, without netting the cash proceeds of any such incremental loans, does not exceed 5.0% . Loans under the facility bear interest at 5.0% per annum. There is no scheduled amortization and the facility matures on August 30, 2023. ESH REIT has the option to voluntarily prepay outstanding loans at any time upon one business day’s prior written notice. The Unsecured Intercompany Facility contains a number of restrictive covenants that, among other things and subject to certain exceptions, limit ESH REIT’s ability and the ability of its subsidiaries to incur additional debt, modify existing debt, create certain liens, pay dividends or distributions, make certain investments and other restricted payments, enter into affiliate transactions, amend or modify certain material operating leases and management agreements, sell assets or merge, consolidate or transfer all or substantially all of their assets. The facility contains certain customary representations and warranties, affirmative covenants and events of default, including, but not limited to, cross-defaults to certain other indebtedness and certain material operating leases and management agreements. If an event of default occurs, the Corporation is entitled to take various actions, including the acceleration of amounts due under the facility and all other actions that a creditor is permitted to take following a default. As of March 31, 2018 , ESH REIT was in compliance with all covenants under the Unsecured Intercompany Facility. Interest Expense —The components of net interest expense during the three months ended March 31, 2018 and 2017, are as follows (in thousands): March 31, March 31, Contractual interest $ 28,820 $ 30,521 Amortization of deferred financing costs and debt discount 1,988 1,997 Debt extinguishment and other costs 691 1,235 Interest Income (4 ) (1 ) Total $ 31,495 $ 33,752 Future Maturities of Debt —The future maturities of debt as of March 31, 2018 , are as follows (in thousands): Years Ending December 31, Remainder of 2018 $ 9,179 2019 12,238 (1) 2020 12,238 (1) 2021 12,238 (1) 2022 12,238 (1) Thereafter 2,462,616 (1) Total $ 2,520,747 ______________________ (1) Under the 2016 Term Facility, annual mandatory prepayments of up to 50% of Excess Cash Flow, as defined, may be required commencing with the year ending December 31, 2017. Annual mandatory prepayments for the year are due during the first quarter of the following year. No mandatory prepayments were required in the first quarter of 2018 based on ESH REIT's Excess Cash Flow for the year ended December 31, 2017. Fair Value of Debt —As of March 31, 2018 and December 31, 2017 , the estimated fair value of ESH REIT’s debt was approximately $2.5 billion and $2.6 billion , respectively. Estimated fair values are determined by comparing current borrowing rates and risk spreads offered in the market (Level 2 fair value measures) or quoted market prices (Level 1 fair value measures), when available to the stated interest rates and spreads on ESH REIT’s debt. |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2018 | |
Entity Information [Line Items] | |
Derivative Instruments | DERIVATIVE INSTRUMENTS In September 2016, ESH REIT entered into a floating-to-fixed interest rate swap at a fixed rate of 1.175% and a floating rate of one-month LIBOR, subject to a LIBOR floor of 0.75% , to manage its exposure to interest rate risk on a portion of the 2016 Term Facility. In February 2017, ESH REIT executed an amendment to its swap agreement, the impact of which was to remove the LIBOR floor on floating rate cash flows. The notional amount of the interest rate swap as of March 31, 2018 was $350.0 million . The notional amount decreases by an additional $50.0 million every six months until the swap's maturity in September 2021. On January 1, 2018, the Company adopted ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities, which changes the designation and measurement guidance for qualifying hedging relationships as well as the presentation of hedging results, and as a result recorded a cumulative-effect adjustment to reclassify a previously recorded loss of approximately $0.7 million from retained earnings to accumulated other comprehensive income and noncontrolling interests. For the three months ended March 31, 2018, the Company received proceeds of approximately $0.4 million that offset interest expense and recorded interest expense of approximately $0.7 million for the three months ended March 31, 2017. As of March 31, 2018, approximately $3.1 million is expected to be recognized through earnings over the following twelve months. The table below presents the amounts and classification on the Company's financial statements related to the interest rate swap (in thousands): Other assets Accumulated other comprehensive income, net of tax Other non-operating income Interest expense, net As of March 31, 2018 $ 8,260 $ 7,027 (1) As of December 31, 2017 $ 6,387 $ 5,992 (2) For the three months ended March 31, 2018 $ — $ (421 ) For the three months ended March 31, 2017 $ 1,242 $ 681 _______________________________ (1) Changes during the three months ended March 31, 2018 , consisted of changes in fair value of $1.7 million and cumulative-effect adjustment of $(0.7) million . (2) Changes during the year ended December 31, 2017, consisted of changes in fair value of $1.4 million (effective portion) and amortization of accumulated other comprehensive income prior to hedge de-designation of $0.7 million . |
ESH REIT | |
Entity Information [Line Items] | |
Derivative Instruments | DERIVATIVE INSTRUMENTS In September 2016, ESH REIT entered into a floating-to-fixed interest rate swap at a fixed rate of 1.175% and a floating rate of one-month LIBOR, subject to a LIBOR floor of 0.75% , to manage its exposure to interest rate risk on a portion of its 2016 Term Facility. In February 2017, ESH REIT executed an amendment to its swap agreement, the impact of which was to remove the LIBOR floor on floating rate cash flows. The notional amount of the interest rate swap as of March 31, 2018 was $350.0 million . The notional amount decreases by an additional $50.0 million every six months until the swap's maturity in September 2021. On January 1, 2018, ESH REIT adopted ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities, which changes the designation and measurement guidance for qualifying hedging relationships as well as the presentation of hedging results, and as a result recorded a cumulative-effect adjustment to reclassify a previously recorded loss of approximately $0.7 million from retained earnings to accumulated other comprehensive income. For the three months ended March 31, 2018, ESH REIT received proceeds of approximately $0.4 million that offset interest expense and recorded interest expense of approximately $0.7 million for the three months ended March 31 2017. As of March 31, 2018, approximately $3.1 million is expected to be recognized through earnings over the following twelve months. The table below presents the amounts and classification on ESH REIT's financial statements related to the interest rate swap (in thousands): Other assets Accumulated other comprehensive income, net of tax Other non-operating income Interest expense, net As of March 31, 2018 $ 8,260 $ 8,258 (1) As of December 31, 2017 $ 6,387 $ 7,038 (2) For the three months ended March 31, 2018 $ — $ (421 ) For the three months ended March 31,2017 $ 1,242 $ 681 _______________________________ (1) Changes during the three months ended March 31, 2018 , consisted of changes in fair value of $1.9 million and cumulative-effect adjustment of $(0.7) million . (2) Consists of amortization of accumulated other comprehensive income prior to hedge de-designation of $0.7 million and removal of the LIBOR floor of approximately $(0.3) million . |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Entity Information [Line Items] | |
Income Taxes | INCOME TAXES The Corporation’s taxable income includes the taxable income of its wholly-owned subsidiaries and distribution income related to its ownership of approximately 57% 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 Internal Revenue Code of 1986, as amended (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 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. 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. 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. The Company recorded a provision for federal, state and foreign income taxes of approximately $5.8 million for the three months ended March 31, 2018 , an effective rate of approximately 15.7% , as compared with a provision of approximately $4.5 million for the three months ended March 31, 2017 , an effective rate of approximately 21.8% . The Company’s effective rate differs from the federal statutory rate of 21% primarily due to ESH REIT’s status as a REIT under the provisions of the Code. During the three months ended March 31, 2017 , the Company was subject to a federal statutory income tax rate of 35%. Due to the TCJA, the Company's federal income tax rate decreased to 21%, effective January 1, 2018. As of March 31, 2018, the Company has not completed its accounting for all tax effects related to the enactment of the TCJA. The Company estimated the remeasurement of its net deferred tax asset based on the 21% federal corporate income tax rate and recorded provisional deferred income tax expense of approximately $4.1 million during the fourth quarter of 2017. The Company is still analyzing the TCJA and refining its calculations, including the TCJA’s effect on state income taxes, the transition rules applicable to the deductibility of certain types of expenses and certain other matters, all of which are subject to complex rules and continued interpretation. The Company expects to complete its analysis prior to filing its 2017 federal tax return, which will occur during the prescribed measurement period. At that time, which is expected to occur in the fourth quarter of 2018, the Company will conclude on further adjustments, if any, to be recorded in addition to the approximately $4.1 million provisional expense recorded during the fourth quarter of 2017. The Company’s income tax returns for the years 2014 to present are subject to examination by the Internal Revenue Service and other tax returns for the years 2013 to present are subject to examination by other taxing authorities. |
ESH REIT | |
Entity Information [Line Items] | |
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 Internal Revenue Code of 1986, as amended (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 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. 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. 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. ESH REIT recorded a provision for state income taxes of approximately $0.1 million for the three months ended March 31, 2018 , an effective rate of approximately 0.1% , as compared with a benefit of approximately $0.4 million for the three months ended March 31, 2017 , an effective rate of approximately 2.5% . ESH REIT's effective rate differs from the federal statutory income tax rate of 21% and 35% at March 31, 2018 and 2017, respectively, primarily due to ESH REIT's status as a REIT under the provisions of the Code. ESH REIT’s income tax returns for the years 2014 to present are subject to examination by the Internal Revenue Service and other tax returns for the years 2013 to present are subject to examination by other taxing authorities. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
ESH REIT | |
Entity Information [Line Items] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS Revenues and Overhead Expenses Leases and Rental Revenues— During the three months ended March 31, 2018 , ESH REIT’s revenues were derived from three leases. Prior to the sale of its Canadian branded hotels in May 2017, ESH REIT's revenues were derived from four leases. The counterparty to each lease agreement is a subsidiary of the Corporation. Fixed minimum rental revenues are recognized on a straight-line basis. For the three months ended March 31, 2018 and 2017 , ESH REIT recognized fixed rental revenues of approximately $113.3 million and $116.3 million , respectively. Due to the fact that percentage rental revenue thresholds specified in the leases were not achieved during the three months ended March 31, 2018 or 2017, ESH REIT recognized no percentage rental revenues during the three months ended March 31, 2018 or 2017. Overhead Expenses— A wholly-owned subsidiary of the Corporation incurs costs under a services agreement between 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 the three months ended March 31, 2018 and 2017 , ESH REIT incurred approximately $2.7 million and $2.4 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 incurred under this services agreement include expenses related to certain employees that participate in the Corporation’s long-term incentive plan. Such charges were approximately $0.3 million and $0.4 million for the three months ended March 31, 2018 and 2017 , respectively. Debt and Equity Transactions Unsecured Intercompany Facility — As of March 31, 2018 and December 31, 2017, there were no outstanding balances owed by ESH REIT to the Corporation under the Unsecured Intercompany Facility. During the three months ended March 31, 2018 and 2017, ESH REIT incurred interest expense of $0 and $0.6 million , respectively, related to the Unsecured Intercompany Facility. ESH REIT is able to increase its borrowings under the Unsecured Intercompany Facility to an amount of up to $300.0 million , plus additional amounts, in each case subject to certain conditions (see Note 6). Distributions— The Corporation owns all of the Class A common stock of ESH REIT, which represents approximately 57% of the outstanding shares of common stock of ESH REIT. During each of the three months ended March 31, 2018 and 2017, ESH REIT paid distributions of approximately $37.6 million to the Corporation in respect of the Class A common stock of ESH REIT. Issuance of Common Stock— In March 2018 and 2017, ESH REIT issued and was compensated approximately $2.3 million and $1.7 million , respectively, for approximately 0.3 million 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. Additionally, in March 2018, ESH REIT issued and was compensated approximately $0.1 million for approximately 5,100 shares of Class B common stock, each of which was attached to a share of Corporation common stock to form a Paired Share, given to certain Corporation board members in lieu of cash payment for their services. As of March 31, 2018 , the Corporation has granted a total of approximately 1.0 million restricted stock units ("RSUs"), whereby, as a counterparty to these outstanding RSUs, ESH REIT is expected to issue and be compensated in cash for approximately 1.0 million shares of Class B common stock of ESH REIT in future periods, assuming performance-based and market-based awards vest at 100% and no forfeitures. Related Party Balances Related party transaction balances as of March 31, 2018 and December 31, 2017 , include the following (in thousands): March 31, December 31, Leases: Rents receivable (1) $ 18,239 $ 3,704 Deferred rents receivable (2) $ 16,551 $ 24,388 Unearned rental revenues (1) $ (74,601 ) $ (40,523 ) Working capital and other: Ordinary working capital (3) $ (11,774 ) $ (8,441 ) Equity awards (payable) receivable (4) (293 ) 1,386 Total working capital and other (5) $ (12,067 ) $ (7,055 ) ______________________ (1) Fixed minimum rents are due one-month in advance. Percentage rents are due one-month in arrears. Rents receivable relate to percentage rents. As of March 31, 2018, unearned rental revenues consisted of percentage rents of approximately $35.3 million and fixed minimum rents of approximately $39.3 million . As of December 31, 2017, unearned rental revenues consisted of fixed minimum rents. (2) Represents rental revenues recognized in excess of cash rents received. Amount will decrease over the initial lease terms to zero. (3) Represents disbursements and/or receipts made by the Corporation or ESH REIT on the other entity's behalf. Includes overhead costs incurred by the Corporation on ESH REIT's behalf. (4) Represents amounts related to restricted stock units not yet settled or issued. (5) Outstanding balances are typically repaid within 30 days. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Entity Information [Line Items] | |
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 current terms of the ground lease agreements terminate at various dates between 2021 and 2096, and three leases include multiple renewal options for generally five or ten year periods. The Company is a tenant under a lease for its corporate office. 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 March 31, 2018 and 2017 . 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 March 31, 2018 and 2017 , and is included in hotel operating expenses in the accompanying unaudited condensed consolidated statements of operations. Letters of Credit —As of March 31, 2018 , the Company had one outstanding letter of credit, issued by the Corporation, for $0.2 million , which is collateralized by the 2016 Corporation Revolving Credit Facility. Paired Share Repurchase Commitment —As of March 31, 2018, the Corporation and ESH REIT agreed to repurchase approximately 0.1 million Paired Shares for approximately $1.5 million and $0.9 million , respectively, for which settlement had not yet occurred. Legal Contingencies —On February 13, 2018, the Company learned that a default judgment had been entered against it and certain of its affiliates on March 16, 2017 in the State Court of Gwinnett County, Georgia in an action entitled Sweeting v. Extended Stay America, Inc. et al., Case No. 16-C-06630-S4. The case is one of three personal injury actions arising out of the death of a child, brought by the child’s estate, the child’s personal representative, and the child’s mother, respectively. The first two actions are currently pending. A default judgment was entered in the third case due to an inadvertent error in responding to service of process. The Company has filed motions to open the default and set aside the judgment. The Company believes that it is probable that the judgment will be set aside. The Company does not have sufficient information on which to estimate the liability, if any, and therefore has not recorded a liability for this matter. The Company is not a party to any additional 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 additional litigation and claims, individually or in the aggregate, will not have a material adverse effect on its business or consolidated financial statements. |
ESH REIT | |
Entity Information [Line Items] | |
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 current terms of the ground lease agreements terminate at various dates between 2021 and 2096, and three leases include multiple renewal options for generally five or ten 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 March 31, 2018 and March 31, 2017 . 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 March 31, 2018 and 2017 , and is included in hotel operating expenses in the accompanying unaudited condensed consolidated statements of operations. Paired Share Repurchase Commitment —As of March 31, 2018, ESH REIT agreed to repurchase approximately 0.1 million Class B common shares for approximately $0.9 million for which settlement had not yet occurred. Legal Contingencies —On February 13, 2018, ESH REIT learned that a default judgment had been entered against it and certain of its affiliates on March 16, 2017 in the State Court of Gwinnett County, Georgia in an action entitled Sweeting v. Extended Stay America, Inc. et al. , Case No. 16-C-06630-S4. The case is one of three personal injury actions arising out of the death of a child, brought by the child’s estate, the child’s personal representative, and the child’s mother, respectively. The first two actions are currently pending. A default judgment was entered in the third case due to an inadvertent error in responding to service of process. ESH REIT has filed motions to open the default and set aside the judgment. ESH REIT believes that it is probable that the judgment will be set aside. ESH REIT does not have sufficient information on which to estimate the liability, if any, and therefore has not recorded a liability for this matter. ESH REIT is not a party to any additional 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 additional litigation and claims, individually or in the aggregate, will not have a material adverse effect on its business or consolidated financial statements. |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2018 | |
Entity Information [Line Items] | |
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 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 8.0 million , of which no more than 4.0 million 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 March 31, 2018 , approximately 5.0 million Paired Shares were available for future issuance under the LTIPs. Equity-based compensation expense is recognized by amortizing the grant-date fair value 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 Corporation common stock and a portion is allocated to a share of ESH REIT Class B common stock. Equity-based compensation expense was approximately $2.4 million and $2.7 million for the three months ended March 31, 2018 and 2017 , respectively, and is included in general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. As of March 31, 2018 , 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 March 31, 2018 , is presented in the following table. Total unrecognized compensation expense will be adjusted for actual forfeitures. Unrecognized Compensation Expense Related to Outstanding Awards (in thousands) Remaining Weighted-Average Amortization Period (in years) RSUs with service vesting conditions $ 8,694 2.4 RSUs with performance vesting conditions 973 0.8 RSUs with market vesting conditions 4,651 2.4 Total unrecognized compensation expense $ 14,318 RSU activity during the three months ended March 31, 2018 , was as follows: Performance-Based Awards Service-Based Awards Performance Vesting Market Vesting Number of 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 at January 1, 2018 602 $ 17.06 153 $ 17.45 211 $ 16.46 Granted 303 $ 19.04 56 $ 19.52 202 $ 17.41 Settled (317 ) $ 13.42 (153 ) $ 17.45 (41 ) $ 20.76 Forfeited (5 ) $ 16.17 — — Outstanding at March 31, 2018 583 $ 17.87 56 $ 19.52 372 $ 15.46 Vested at March 31, 2018 1 $ 16.44 — $ — — $ — Nonvested at March 31, 2018 582 $ 17.88 56 $ 19.52 372 $ 15.46 _________________________________ (1) An independent third-party valuation is performed contemporaneously with the issuance of grants. 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. 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 vesting period to reflect the probability of achievement of performance targets defined in the award agreements. These awards vest over a one-year period, 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. The grant-date fair value of awards with market vesting conditions is based on an independent third-party valuation. 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 companies identified in the award agreements. During the three months ended March 31, 2018 , the grant-date fair value of awards with market vesting conditions was calculated using a Monte Carlo simulation model with the following key assumptions: Expected holding period 2.86 years Risk-free rate of return 2.37 % Expected dividend yield 4.61 % |
Segments
Segments | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segments | SEGMENTS The Company's operating segments are components of the business which are managed discretely and for which discrete financial information is reviewed regularly by its chief operating decision maker to assess performance and make decisions regarding the allocation of resources. The Company's operating and reportable segments are defined as follows: • Owned Hotels —Earnings are derived from the operation of owned hotel properties and include room revenues and other hotel revenues. • Franchise and management —Earnings are derived from revenues (fees) under various franchise and management agreements with third-parties. These contracts provide the Company the ability to earn compensation for licensing the Extended Stay America brand name as well as for certain services rendered, such as hotel management services and access to certain of the Company’s shared platforms, such as its central reservations, revenue management and property management systems. The performance of the Company's operating segments is evaluated primarily on income from operations. Selected financial data is provided below (in thousands): Three Months Ended 2018 2017 Revenues: Owned hotels $ 295,485 $ 290,991 Franchise and management (1) 1,509 873 Total segment revenues 296,994 291,864 Corporate and other (2) 21,330 19,631 Other revenues from franchise and managed properties (3) 1,659 — Intersegment eliminations (4) (22,216 ) (20,504 ) Total 297,767 290,991 Income (loss) from operations: Owned hotels (5) $ 74,462 $ 61,305 Franchise and management (1) 1,509 873 Total segment income from operations 75,971 62,178 Corporate and other (2) (7,242 ) (9,247 ) Total $ 68,729 $ 52,931 _________________________________ (1) Includes intellectual property fees charged to the owned hotels segment of approximately $0.9 million for the three months ended March 31, 2018 and 2017, that are eliminated in the unaudited condensed consolidated statements of operations. (2) Includes revenues generated and operating expenses incurred in connection with the overall support of owned, franchised and managed hotels and related operations. (3) Includes direct reimbursement of specific costs incurred under franchise and management agreements that the Company is reimbursed for on a dollar-for-dollar basis as outlined in the applicable agreements. (4) Includes management fees, intellectual property fees and other cost reimbursements charged to the owned hotels segment that are eliminated in the unaudited condensed consolidated statements of operations. (5) Net of impairment charges of approximately $43.6 million and $12.4 million for the three months ended March 31, 2018 and 2017, respectively. Total assets for our operating segments are provided below (in thousands): March 31, December 31, Assets: Owned hotels $ 3,904,309 $ 4,021,672 Franchise and management 10,727 9,933 Total segment assets 3,915,036 4,031,605 Corporate and other 115,807 85,215 Intersegment eliminations (39,629 ) (40,815 ) Total $ 3,991,214 $ 4,076,005 Total capital expenditures for our operating segments are provided below (in thousands): Three Months Ended 2018 2017 Capital Expenditures: Owned hotels $ 33,456 $ 48,150 Franchise and management — — Total segment capital expenditures 33,456 48,150 Corporate and other 116 297 Total $ 33,572 $ 48,447 |
Revenue From Contracts With Cus
Revenue From Contracts With Customers | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue From Contracts With Customers | REVENUE FROM CONTRACTS WITH CUSTOMERS Revenue Generated from Owned and Operated Hotels Revenues generated from owned and operated hotels consist of room revenues and other hotel revenues earned in exchange for guest stays. Each room night consumed by a guest with a cancellable reservation represents a contract whereby the Company has a performance obligation to provide the room night at an agreed upon price. For room nights consumed by a guest with a non-cancellable reservation, the entire reservation period represents the contract term whereby the Company has a performance obligation to provide the room night or room nights at an agreed upon price. The Company applies a portfolio approach in its review of contracts or performance obligations that have similar characteristics. Contract portfolios reviewed include: (i) rooms sold on-site at the property, through the Company’s call center and website, (ii) rooms sold by the Company’s sales team, and (iii) rooms sold by traditional and online travel agents, including merchant and opaque arrangements. When a reservation is made, the Company deems that the parties have approved the contract in accordance with customary business practices and are committed to perform their respective obligations. At such time, each party’s rights regarding the services to be transferred are identified, payment terms for services to be transferred are specified, the contract has commercial substance and, in most instances, it is probable the Company will collect substantially all consideration to which it will be entitled in exchange for services. The Company provides a specific room type which includes free WiFi, grab and go breakfast, access to on-site laundry facilities and parking. In evaluating its performance obligation, the Company bundles obligations in addition to the room with the obligation to provide the guest the room itself as the additional items are not distinct and separable since the guest cannot benefit from the additional amenities without the consumed room night. The hotel’s obligation to provide the additional items or services are not separately identifiable from the fundamental contractual obligation (i.e., providing the room and its contents). The Company has no performance obligations once a guest’s stay is complete. The Company and the guest agree upon a fixed rate at the time of booking; therefore, the sales price is identifiable and allocated to the Company’s single performance obligation. In certain instances, variable consideration may exist with respect to the transaction price such as discounts, coupons, price concessions and re-rates upon guest checkout. For cancellable reservations, the Company recognizes revenue as each performance obligation (i.e., one room night) is met. Such contract is renewed if the guest continues their stay. For non-cancellable reservations, the Company recognizes revenue over the term of the performance period (i.e., the reservation period) as room nights are consumed. For non-cancellable reservations, the room rate is typically fixed over the reservation period. The Company uses an output method based on performance completed to date (i.e. room nights consumed) to determine the amount of revenue to recognize on a daily basis if the length of a non-cancellable reservation exceeds one night as consumption of the room nights indicates when the services are transferred to the guest. As of March 31, 2018, the Company had approximately $12.5 million of outstanding contract liabilities, which are included in accounts payable and accrued liabilities on the accompanying unaudited condensed consolidated balance sheet. As of January 1, 2018, the Company had approximately $9.3 million of outstanding contract liabilities. Revenue Generated from Franchise and Management Fees The Company recognizes fees earned under franchise and management agreements with third parties, as performance obligations are satisfied (i.e., services are provided). Franchise and management fees are based on a percentage of hotel revenues and, as a result fees vary from period to period. A component of the management fees include a dollar for dollar reimbursement of hotel-level salaries and certain other costs. Due to the fact that a portion of fees associated with a typical hotel management agreement are expected to be categorized as variable consideration, the estimate of the transaction price associated with these fees is determined in accordance with guidance on variable consideration and constraining estimates of variable consideration. In the event that fees include variables that extend beyond the current period, the Company uses the most likely amount method to determine the amount of revenue to record based on a reasonable revenue forecast for the applicable hotel. The Company does not expect to have constraining estimates, as hotel revenue is obtained monthly and used to calculate the fees. The Company uses an output method based on performance completed to date (i.e. management services performed) to determine the amount of revenue to recognize on a daily basis as services associated with the respective franchise and management fees are earned over time. Significant Judgments Regarding Principal versus Agent Determination Revenues generated from owned and operated hotels that use the travel agent distribution channel involve a third party. Regardless of the basis on which the Company is compensated (i.e., gross or net), the Company is responsible for fulfilling the promise to provide hotel service (i.e. the performance obligation) to the guest and retains inventory risk. The Company does not have full discretion in establishing the guest’s price for the room and, in almost all instances, does not have access to the room rate charged to the guest. Since the Company controls the inventory and hotel services provided, and because the third party intermediaries are not required to consume or guarantee room night consumption, the Company has concluded that it is the principal in these transactions. As such, the Company is required to gross-up amounts received from these third party intermediaries such that revenue should equal the price charged to the guest. Third party intermediaries that pay the Company directly typically charge the guest additional fees, blend the room offering with other offerings at amounts which, to the Company, are not allocable, and may adjust the price without hotel approval. As such, the Company is unable to calculate the rate charged to the guest. Since any gross-up estimate the Company would make has significant uncertainty that ultimately would not be resolved, despite its role as principal, the Company records the net amount paid by third party intermediaries as room revenues in the accompanying unaudited condensed consolidated statements of operations. Disaggregation of Revenue The following table disaggregates room revenues generated from owned and operated hotels by booking source (in thousands) for the three months ended March 31, 2018: Three Months Ended 2018 Property direct $ 93,386 Central call center 68,464 Proprietary website 49,859 Third-party intermediaries 50,770 Travel agency global distribution systems 27,731 Total room revenues (1) $ 290,210 (1) Excludes approximately $5.3 million of other hotel revenues earned by the Company's owned hotels during the three months ended March 31, 2018. The following table disaggregates room revenues generated from owned and operated hotels by length of guest stay (in thousands) for the three months ended March 31, 2018: Three Months Ended 2018 1-6 nights $ 105,030 7-29 nights 60,764 30+ nights 124,416 Total room revenues (1) $ 290,210 (1) Excludes approximately $5.3 million of other hotel revenues earned by the Company's owned hotels during the three months ended March 31, 2018. Practical Expedients As noted above, with respect to revenues generated from owned and operated hotels, the Company applies applicable accounting guidance to portfolios of contracts with similar characteristics, as the Company expects that the effects on the financial statements of applying this guidance to the portfolios does not differ materially from applying the guidance to individual contracts within the portfolios. The Company has also elected not to disclose the transaction price related to future performance obligations as the current expected duration of all material contracts for hotel stays are less than one year. Additionally, the Company has elected to recognize revenue in the amount to which it has a right to bill third parties under their respective franchise and/or management agreements as it has a right to consideration from these third parties in an amount that corresponds directly with the third parties' hotel revenues. Controls Although ASC 606 is not expected to have a material impact to the Company’s ongoing net income, the Company implemented changes to its processes and procedures related to revenue recognition and the control activities within them. These included the development of new policies based on the five-step model outlined in Note 2, training and ongoing contract review procedures with respect to the validation of information used in financial statement disclosures. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Entity Information [Line Items] | |
Subsequent Events | SUBSEQUENT EVENTS On April 26, 2018 , the Board of Directors of the Corporation declared a cash distribution of $0.06 per share for the first quarter of 2018 on its common stock. The distribution is payable on May 25, 2018 to shareholders of record as of May 11, 2018 . Also on April 26, 2018 , the Board of Directors of ESH REIT declared a cash distribution of $0.16 per share for the first quarter of 2018 on its Class A and Class B common stock. This distribution is also payable on May 25, 2018 to shareholders of record as of May 11, 2018 . Subsequent to March 31, 2018, the Corporation and ESH REIT repurchased and retired their respective portion of approximately 0.7 million Paired Shares for approximately $9.1 million and $5.2 million , respectively. |
ESH REIT | |
Entity Information [Line Items] | |
Subsequent Events | SUBSEQUENT EVENTS On April 26, 2018 , the Board of Directors of ESH REIT declared a cash distribution of $0.16 per share for the first quarter of 2018 on its Class A and Class B common stock. The distribution is payable on May 25, 2018 to shareholders of record as of May 11, 2018 . Subsequent to March 31, 2018, ESH REIT repurchased and retired its respective portion of approximately 0.7 million ESH REIT Class B common shares for approximately $5.2 million . |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Entity Information [Line Items] | |
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, 2017 included in the combined annual report on Form 10-K filed with the SEC on February 27, 2018. 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 March 31, 2018 , the results of the Company’s operations, comprehensive income and changes in equity and cash flows for the three months ended March 31, 2018 and 2017 . Interim results are not necessarily indicative of full year performance because of the impact of seasonal and short-term variations, including the impact of dispositions and hotel renovations. |
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 determine the estimated useful lives of tangible assets as well as in the assessment of tangible and intangible assets for impairment (see Note 5), estimated liabilities for insurance reserves and income taxes 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 expensed as incurred. Depreciation and amortization are recorded on a straight-line basis over estimated useful lives which range from two to 49 years . Management assesses the performance of long-lived assets for potential impairment quarterly, 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 hotel property (or group of hotel properties) to the estimated future undiscounted cash flows expected to be generated by the hotel property (or group of hotel properties). Impairment is recognized when estimated future undiscounted cash flows, including proceeds from disposition, are less than the carrying value of the hotel property (or group of hotel properties). To the extent that a hotel property (or group of hotel properties) is impaired, the excess carrying amount over 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 (or group of hotel properties), bids, quoted market prices or independent appraisals, as considered necessary. 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, or multiple hotel properties, could occur in a future period in which conditions change (see Note 5). |
Segments | Segments —The Company has two operating segments based on the management of its business, owned hotels and franchise and management. The Company assesses the performance of these segments on an individual basis (see Note 11). |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Comprehensive Income— In February 2018, the Financial Accounting Standards Board ("FASB") issued an accounting standards update that allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act ("TCJA"). This update is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years and should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the TCJA is recognized. The Company is currently assessing the impact the adoption of this update will have on its unaudited condensed consolidated financial statements. Goodwill— In January 2017, the FASB issued an accounting standards update in which the guidance on testing for goodwill was updated to eliminate Step 2 in the determination on whether goodwill should be considered impaired. Annual and/or interim assessments are still required. This update will be effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The Company does not expect the adoption of this update to have a material effect on its unaudited condensed consolidated financial statements. Statement of Cash Flows— In August and November 2016, the FASB issued accounting standards updates which provide additional clarity on the classification of specific events on the statement of cash flows. These events include debt prepayment and extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from settlement of insurance claims, distributions received from equity method investees and beneficial interests in securitization transactions. These updates also require amounts generally described as restricted cash to be included with cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts on the statement of cash flows. The Company adopted these updates on January 1, 2018, using a retrospective transition method to each period presented. The adoption of these updates required cash outflows related to debt prepayment and extinguishment costs to be classified as financing activities, none of which were incurred during the three months ended March 31, 2018 . For the three months ended March 31, 2017 , debt modification and extinguishment costs included within net cash provided by operating activities, as originally presented, totaled approximately $1.2 million and have been adjusted. An additional effect of the adoption of this accounting standard was to include restricted cash in the beginning and end of period balances instead of in investing activities, as they were previously. For the three months ended March 31, 2017, changes in restricted cash included within net cash used in investing activities, as originally presented, was approximately $0.3 million . Compensation—Stock Compensation— In May 2017, the FASB issued an accounting standards update that provides guidance about which changes to the terms or conditions of a share-based payment award requires an entity to apply modification accounting. This update was effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted and should be applied prospectively to awards modified on or after the adoption date. The Company adopted this update on January 1, 2018 using a prospective transition method. The adoption of this update did not have a material effect on the Company’s unaudited condensed consolidated financial statements. Derivatives and Hedging— In August 2017, the FASB issued an accounting standards update which changes the designation and measurement guidance for qualifying hedging relationships and the presentation of hedging results. This update expands and refines hedge accounting and aligns recognition and presentation of its effects within the financial statements. This update is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted, and requires a cumulative-effect adjustment to the balance of retained earnings as of the beginning of the fiscal year that an entity adopts this update. The Company adopted this update on January 1, 2018 and recorded a cumulative-effect adjustment to reclassify a previously recorded loss of approximately $0.7 million from retained earnings to accumulated other comprehensive income. In addition to the cumulative-effect adjustment, expected impacts of adoption include, on a prospective basis, the elimination of hedge ineffectiveness related to designated interest rate swaps, the presentation of all interest rate hedge related items that impact earnings in the interest expense line item in the consolidated statement of operations and an election to perform qualitative assessments of hedge effectiveness. 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. In January 2018, the FASB issued an accounting standards update that permits an entity to elect an optional transition practical expedient to not evaluate land easements that existed or expired before the entity’s adoption of the new lessee model that were not previously accounted for as leases under previous lease guidance. The update may be early adopted and should be applied prospectively to all new or modified land easements to determine whether the arrangement should be accounted for as a lease. An entity that does not elect this practical expedient is required to evaluate all existing or expired land easements in connection with the adoption of the new lessee model to assess whether they meet the definition of a lease. As of March 31, 2018 , using its incremental borrowing rate with respect to the future minimum lease payments under its operating leases (ground leases and corporate office lease), the Company has preliminarily estimated that the lease liability would be between approximately $13.5 million and $17.5 million and the right of use asset would be between approximately $5.5 million and $9.5 million , which includes adjustments for accrued lease payments, above market lease liabilities and lease incentives. The recording of a lease obligation may increase total indebtedness for purposes of financial covenants within certain of the Company’s existing debt agreements; however, the Company currently does not expect this increase to cause instances of non-compliance with any of these covenants. The Company does not expect the adoption of this update to have a material effect on its consolidated statements of operations or cash flows. The Company expects to elect the optional practical expedients which relate to the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. The election to apply these practical expedients will, in effect, mean the Company will continue to account for leases that commenced before the effective date in accordance with previous U.S. GAAP unless the lease is modified, except that the Company will recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were disclosed under previous U.S. GAAP. Contractual Revenue— The Company adopted ASC 606, Revenue from Contracts with Customers , on January 1, 2018, on a modified retrospective basis to all contracts as of January 1, 2018. The core principle of ASC 606 is that recognized revenue reflects consideration to which a company is entitled in exchange for specifically identified services. ASC 606 requires companies to use the following five-step model as part of their revenue recognition process: (1) identify the contract; (2) identify performance obligations; (3) determine the transaction price; (4) allocate the transaction price to performance obligations; and (5) recognize revenue when performance obligations are satisfied. As a practical expedient, the Company elected to apply its contract review to portfolios of contracts with similar characteristics as the Company expects the effects of applying these contracts on a portfolio basis compared to an individual basis would not have a material impact to the Company's unaudited condensed consolidated statement of operations. Adoption of ASC 606 had no impact to the recognition of revenue in the Company’s unaudited condensed consolidated financial statements. The Company recognized no cumulative effect adjustment upon adoption. Adoption of the standard resulted in enhanced revenue-related disclosures that provide information with respect to the Company’s analysis of certain contracts, significant judgments and the disaggregation for owned hotel room revenues by booking source and length of guest stay (see Note 12). The Company implemented changes to its processes and procedures related to revenue recognition and the control activities within them. These included the development of new policies based on the five-step model outlined above, training and ongoing contract review procedures with respect to the validation of information included in financial statement disclosures. |
ESH REIT | |
Entity Information [Line Items] | |
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, 2017 included in the combined annual report on Form 10-K filed with the U.S. Securities and Exchange Commission ("SEC") on February 27, 2018. 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 March 31, 2018 , the results of ESH REIT’s operations, comprehensive income and changes in equity and cash flows for the three months ended March 31, 2018 and 2017 . Interim results are not necessarily indicative of full year performance because of dispositions and the impact of accounting for contingent rental payments under 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 determine the estimated useful lives of tangible assets as well as in the assessment of tangible assets 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 expensed as incurred. Depreciation and amortization are recorded on a straight-line basis over estimated useful lives which range from two to 49 years . Management assesses the performance of long-lived assets for potential impairment quarterly, as well as when events or changes in circumstances indicate the carrying amount of a 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 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, their excess carrying amount over their 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, bids, quoted market prices or independent appraisals, as considered necessary. 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, an impairment charge to reduce the carrying value of a group of hotel properties could occur in a future period in which conditions change (see Note 5). |
Revenue Recognition | Revenue Recognition —ESH REIT’s sole source of revenues is rental revenue derived from leases with subsidiaries of the Corporation. 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 monthly fixed minimum rental amounts contractually due. 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. This amount, approximately $16.6 million as of March 31, 2018 , will gradually decrease through the remainder of the initial lease terms until it is zero at the end of the initial lease terms 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 revenues of the leased hotels, are recognized when such amounts are fixed and determinable (i.e., only when percentage rental revenue thresholds have been achieved). |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Goodwill— In January 2017, the Financial Accounting Standards Board ("FASB") issued an accounting standards update in which the guidance on testing for goodwill was updated to eliminate Step 2 in the determination on whether goodwill should be considered impaired. Annual and/or interim assessments are still required. This update will be effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. ESH REIT does not expect the adoption of this update to have a material effect on its unaudited condensed consolidated financial statements. Statement of Cash Flows— In August and November 2016, the FASB issued accounting standards updates which provide additional clarity on the classification of specific events on the statement of cash flows. These events include debt prepayment and extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from settlement of insurance claims, distributions received from equity method investees and beneficial interests in securitization transactions. These updates also require amounts generally described as restricted cash to be included with cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts on the statement of cash flows. ESH REIT adopted these updates on January 1, 2018, using a retrospective transition method to each period presented. The adoption of these updates required cash outflows related to debt prepayment and extinguishment costs to be classified as financing activities, none of which were incurred during the three months ended March 31, 2018. For the three months ended March 31, 2017 , debt modification and extinguishment costs included within net cash provided by operating activities, as originally presented, totaled approximately $1.2 million and have been adjusted. An additional effect of the adoption of this accounting standard was to include restricted cash in the beginning and end of period balances instead of in investing activities, as they were previously. For the three months ended March 31, 2017, changes in restricted cash included within net cash used in investing activities, as originally presented, was approximately $0.3 million . Compensation—Stock Compensation— In May 2017, the FASB issued an accounting standards update that provides guidance about which changes to the terms or conditions of a share-based payment award requires an entity to apply modification accounting. This update was effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted and should be applied prospectively to awards modified on or after the adoption date. ESH REIT adopted this update on January 1, 2018 using a prospective transition method. The adoption of this update did not have a material effect on ESH REIT’s unaudited condensed consolidated financial statements. Derivatives and Hedging— In August 2017, the FASB issued an accounting standards update which changes the designation and measurement guidance for qualifying hedging relationships and the presentation of hedging results. This update expands and refines hedge accounting and aligns recognition and presentation of its effects within the financial statements. This update is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted, and requires a cumulative-effect adjustment to the balance of retained earnings as of the beginning of the fiscal year that an entity adopts this update. ESH REIT adopted this update on January 1, 2018 and recorded a cumulative-effect adjustment to reclassify a previously recorded loss of approximately $0.7 million from retained earnings to accumulated other comprehensive income. In addition to the cumulative-effect adjustment, expected impacts of adoption include, on a prospective basis, the elimination of hedge ineffectiveness related to designated interest rate swaps, the presentation of all interest rate hedge related items that impact earnings in the interest expense line item in the consolidated statement of operations and an election to perform qualitative assessments of hedge effectiveness. 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. In January 2018, the FASB issued an accounting standards update that permits an entity to elect an optional transition practical expedient to not evaluate land easements that existed or expired before the entity’s adoption of the new lessee model and that were not previously accounted for as leases under previous lease guidance. The update may be early adopted and should be applied prospectively to all new or modified land easements to determine whether the arrangement should be accounted for as a lease. An entity that does not elect this practical expedient is required to evaluate all existing or expired land easements in connection with the adoption of the new lessee model to assess whether they meet the definition of a lease. As of March 31, 2018 , using its incremental borrowing rate with respect to the future minimum lease payments under its operating leases (ground leases), ESH REIT has preliminarily estimated that the lease liability would be between approximately $7.5 million and $11.5 million and the right of use asset would be between approximately $0.5 million and $4.5 million , which includes adjustments for accrued lease payments, above market lease liabilities and lease incentives. The recording of a lease obligation may increase total indebtedness for purposes of financial covenants within certain of ESH REIT’s existing debt agreements; however, ESH REIT currently does not expect this increase to cause instances of non-compliance with any of these covenants. ESH REIT does not expect the adoption of this update to have a material effect on its consolidated statements of operations or cash flows. ESH REIT expects to elect the optional practical expedients which relate to the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. The election to apply these practical expedients will, in effect, mean ESH REIT will continue to account for leases that commenced before the effective date in accordance with previous U.S. GAAP unless the lease is modified, except that ESH REIT will recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were disclosed under previous U.S. GAAP. |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Entity Information [Line Items] | |
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 (in thousands, except per share data): Three Months Ended 2018 2017 Numerator: Net income available to Extended Stay America, Inc. common shareholders - basic $ 14,852 $ 23,101 (Income) loss attributable to noncontrolling interests assuming conversion (17 ) 5 Net income available to Extended Stay America, Inc. common shareholders - diluted $ 14,835 $ 23,106 Denominator: Weighted average number of Extended Stay America, Inc. common shares outstanding - basic 192,201 195,097 Dilutive securities 365 289 Weighted average number of Extended Stay America, Inc. common shares outstanding - diluted 192,566 195,386 Net income per Extended Stay America, Inc. common share - basic $ 0.08 $ 0.12 Net income per Extended Stay America, Inc. common share - diluted $ 0.08 $ 0.12 |
ESH REIT | |
Entity Information [Line Items] | |
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 (in thousands, except per share data): Three Months Ended 2018 2017 Numerator: Net income (loss) $ 37,581 $ (16,116 ) Less preferred dividends (4 ) (4 ) Net income (loss) available to ESH Hospitality, Inc. common shareholders $ 37,577 $ (16,120 ) Class A: Net income (loss) available to ESH Hospitality, Inc. Class A common $ 21,262 $ (9,078 ) Amounts attributable to ESH Hospitality, Inc. Class B (17 ) — Net income (loss) available to ESH Hospitality, Inc. Class A common $ 21,245 $ (9,078 ) Class B: Net income (loss) available to ESH Hospitality, Inc. Class B common $ 16,315 $ (7,042 ) Amounts attributable to ESH Hospitality, Inc. Class B 17 — Net income (loss) available to ESH Hospitality, Inc. Class B common $ 16,332 $ (7,042 ) Denominator: Class A: Weighted average number of ESH Hospitality, Inc. Class A common 250,494 250,494 Class B: Weighted average number of ESH Hospitality, Inc. Class B common 192,201 195,097 Dilutive securities 365 — Weighted average number of ESH Hospitality, Inc. Class B common 192,566 195,097 Net income (loss) per ESH Hospitality, Inc. common share - Class A - basic $ 0.08 $ (0.04 ) Net income (loss) per ESH Hospitality, Inc. common share - Class A - diluted $ 0.08 $ (0.04 ) Net income (loss) per ESH Hospitality, Inc. common share - Class B - basic $ 0.08 $ (0.04 ) Net income (loss) per ESH Hospitality, Inc. common share - Class B - diluted $ 0.08 $ (0.04 ) Anti-dilutive securities excluded from net income per common share - Class B - diluted — 289 |
Hotel Dispositions (Tables)
Hotel Dispositions (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |
Summary of Total Revenues and Expenses | None of the above dispositions were reported as discontinued operations. The table below summarizes hotel dispositions as described above (in thousands, except number of hotels and number of rooms): Year Brand Location Month Sold Number of Number of Net Proceeds Gain (Loss) 2018 Extended Stay America Various February 25 2,430 $111,156 $7,024 (1) 2018 Extended Stay America Texas March 1 101 $44,090 (2) $31,058 2017 Extended Stay Canada Canada May 3 500 $43,551 $(1,894) (3) 2017 Other Massachusetts May 1 103 $5,092 $(2) (4) 2017 Extended Stay America Colorado December 1 160 $15,985 (5) $11,870 ________________________________ (1) Net of impairment charge of approximately $2.1 million recorded prior to the sale with respect to an individual hotel. (2) As of March 31, 2018 , approximately $24.1 million of net sale proceeds were held by a qualified intermediary pursuant to pending tax free exchanges under Section 1031 of the Internal Revenue Code ("1031 exchanges"). (3) Due to the fact that the Company's Canadian subsidiaries liquidated substantially all of their assets, approximately $14.5 million of accumulated foreign currency translation loss was recognized at the time of sale. An impairment charge of approximately $12.4 million was recorded prior to sale. (4) Net of impairment charge of approximately $1.7 million recorded prior to the sale. (5) As of March 31, 2018 , approximately $12.5 million of net sale proceeds were held by a qualified intermediary pursuant to pending 1031 exchanges. During the three months ended March 31, 2018 and 2017 , the disposed hotel properties contributed total room and other hotel revenues, total operating expenses and income (loss) before income tax expense as follows (in thousands): Three Months Ended 2018 2017 Total room and other hotel revenues $ 5,015 $ 11,230 Total operating expenses 3,794 22,279 (1) Income (loss) before income tax expense 1,221 (11,127 ) (1) _________________________________ (1) Includes impairment charge of approximately $12.4 million related to three Canadian hotels. |
ESH REIT | |
Property, Plant and Equipment [Line Items] | |
Summary of Total Revenues and Expenses | None of the above dispositions were reported as discontinued operations. The table below summarizes hotel dispositions as described above (in thousands, except number of hotels and number of rooms): Year Brand Location Month Sold Number of Number of Net Proceeds Gain (Loss) 2018 Extended Stay America Various February 25 2,430 $111,156 $4,418 2018 Extended Stay America Texas March 1 101 $44,090 (1) $30,992 2017 Extended Stay Canada Canada May 3 500 $43,551 $(1,507) (2) 2017 Other Massachusetts May 1 103 $5,092 $(1,767) 2017 Extended Stay America Colorado December 1 160 $15,985 (3) $11,836 ________________________________ (1) As of March 31, 2018 , approximately $24.1 million of net sale proceeds were held by a qualified intermediary pursuant to pending tax free exchanges under Section 1031 of the Internal Revenue Code ("1031 exchanges"). (2) Due to the fact that ESH REIT's Canadian subsidiary liquidated substantially all of its assets, approximately $12.5 million of accumulated foreign currency translation loss was recognized at the time of sale. An impairment charge of approximately $15.0 million was recorded prior to sale. (3) As of March 31, 2018 , approximately $12.5 million of net sale proceeds were held by a qualified intermediary pursuant to pending 1031 exchanges. During the three month periods ended March 31, 2018 and 2017, the disposed hotel properties contributed rental revenues, total operating expenses and income (loss) before income tax expense as follows (in thousands): Three Months Ended 2018 2017 Rental revenues from Extended Stay America, Inc. $ 2,176 $ 5,167 Total operating expenses 796 17,733 (1) Income (loss) before income tax expense 1,380 (12,644 ) (1) _________________________________ (1) Includes impairment charge of approximately $15.0 million related to three Canadian hotels |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Entity Information [Line Items] | |
Net Investment in Property and Equipment | Net investment in property and equipment as of March 31, 2018 and December 31, 2017 , consists of the following (in thousands): March 31, December 31, 2017 Hotel properties: Land and site improvements $ 1,257,932 $ 1,286,784 Building and improvements 2,780,802 2,934,048 Furniture, fixtures and equipment 629,566 649,487 Total hotel properties 4,668,300 4,870,319 Development in process 6,572 2,453 Corporate furniture, fixtures, equipment, software and other 21,770 21,486 Undeveloped land parcel 1,675 1,675 Total cost 4,698,317 4,895,933 Less accumulated depreciation: Hotel properties (1,114,198 ) (1,128,465 ) Corporate furniture, fixtures, equipment, software and other (15,135 ) (14,334 ) Total accumulated depreciation (1,129,333 ) (1,142,799 ) Property and equipment - net $ 3,568,984 $ 3,753,134 |
ESH REIT | |
Entity Information [Line Items] | |
Net Investment in Property and Equipment | Net investment in property and equipment as of March 31, 2018 and December 31, 2017 , consists of the following (in thousands): March 31, December 31, Hotel properties: Land and site improvements $ 1,261,416 $ 1,289,152 Building and improvements 2,873,315 2,970,404 Furniture, fixtures and equipment 646,401 655,120 Total hotel properties 4,781,132 4,914,676 Development in process 6,572 2,453 Undeveloped land parcel 1,675 1,675 Total cost 4,789,379 4,918,804 Less accumulated depreciation (1,156,654 ) (1,143,164 ) Property and equipment, net $ 3,632,725 $ 3,775,640 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Entity Information [Line Items] | |
Company's Outstanding Debt | Summary - The Company’s outstanding debt, net of unamortized debt discount and unamortized deferred financing costs, as of March 31, 2018 and December 31, 2017 , consists of the following (dollars in thousands): Stated (1) Carrying Amount Unamortized Deferred Financing Costs Interest Rate Loan March 31, 2018 December 31, 2017 March 31, 2018 December 31, 2017 Stated Interest Rate March 31, 2018 December 31, 2017 Maturity Date Term loan facilities ESH REIT 2016 Term Facility $ 1,300,000 (2) $ 1,215,717 (3) $ 1,278,545 (3) $ 12,240 $ 13,433 LIBOR + 2.25% (4) 3.93 % (4) 3.69 % 8/30/2023 (6) Senior notes ESH REIT 2025 Notes 1,300,000 1,290,685 (5) 1,290,356 (5) 19,994 20,700 5.25 % 5.25 % 5.25 % 5/1/2025 Revolving credit facilities ESH REIT 2016 Revolving Credit Facility 350,000 — — 1,882 (7) 2,020 (7) LIBOR + 2.75% N/A N/A 8/30/2021 Corporation 2016 Revolving Credit Facility 50,000 — — 374 (7) 401 (7) LIBOR + 3.00% N/A N/A 8/30/2021 Unsecured Intercompany Facility Unsecured Intercompany Facility 75,000 (8) — — — — 5.00 % 5.00 % 5.00 % 8/30/2023 Total $ 2,506,402 $ 2,568,901 $ 34,490 $ 36,554 _________________________________ (1) Amortization is interest only, except for the 2016 Term Facility (as defined below), which amortizes in equal quarterly installments of $3.06 million . See (6) below. In February 2018, ESH REIT made a voluntary prepayment of $60.0 million . (2) ESH REIT is able to increase its borrowings under the 2016 ESH REIT Credit Facilities (as defined below) by an amount of up to $600.0 million , plus additional amounts, in each case subject to certain conditions. (3) The 2016 Term Facility is presented net of an unamortized debt discount of approximately $5.0 million and $5.3 million as of March 31, 2018 and December 31, 2017, respectively. (4) $350.0 million of the 2016 Term Facility is subject to an interest rate swap at a fixed rate of 1.175% as of March 31, 2018 (see Note 7). (5) The ESH REIT 2025 Notes (as defined below) are presented net of an unamortized debt discount of approximately $9.3 million and $9.6 million as of March 31, 2018 and December 31, 2017, respectively. (6) In addition to scheduled amortization noted in (1) above, subject to certain exceptions, annual mandatory prepayments of up to 50% of Excess Cash Flow, as defined, may be required under the 2016 Term Facility commencing with the year ending December 31, 2017. Annual mandatory prepayments for the year are due during the first quarter of the following year. No mandatory prepayments were required in the first quarter of 2018 based on ESH REIT's Excess Cash Flow for the year ended December 31, 2017. (7) Unamortized deferred financing costs related to revolving credit facilities are included in other assets in the accompanying unaudited condensed consolidated balance sheets. (8) As of March 31, 2018 , no amounts were outstanding under the Unsecured Intercompany Facility. ESH REIT is able to borrow under the Unsecured Intercompany Facility an amount up to $300.0 million , plus additional amounts, in each case subject to certain conditions. Outstanding debt balances and interest expense, as applicable, owed from ESH REIT to the Corporation related to the Unsecured Intercompany Facility eliminate in consolidation. |
Summary of Components of Interest Expense | The components of net interest expense during the three months ended March 31, 2018 and 2017, are as follows (in thousands): March 31, March 31, Contractual interest (1) $ 28,962 $ 30,320 Amortization of deferred financing costs and debt discount 2,015 2,024 Debt extinguishment and other costs 720 1,285 Interest Income (57 ) (23 ) Total $ 31,640 $ 33,606 \ ______________________ (1) Contractual interest includes dividends on the shares of the Corporation's mandatorily redeemable preferred stock. The components of net interest expense during the three months ended March 31, 2018 and 2017, are as follows (in thousands): March 31, March 31, Contractual interest $ 28,820 $ 30,521 Amortization of deferred financing costs and debt discount 1,988 1,997 Debt extinguishment and other costs 691 1,235 Interest Income (4 ) (1 ) Total $ 31,495 $ 33,752 |
Future Maturities of Debt | Future Maturities of Debt —The future maturities of debt as of March 31, 2018 , are as follows (in thousands): Years Ending December 31, Remainder of 2018 $ 9,179 2019 12,238 (1) 2020 12,238 (1) 2021 12,238 (1) 2022 12,238 (1) Thereafter 2,462,616 (1) Total $ 2,520,747 ______________________ (1) Under the 2016 Term Facility, annual mandatory prepayments of up to 50% of Excess Cash Flow, as defined, may be required commencing with the year ending December 31, 2017. Annual mandatory prepayments are due during the first quarter of the following year. No mandatory prepayments were required in the first quarter of 2018 based on ESH REIT's Excess Cash Flow for the year ended December 31, 2017. |
ESH REIT | |
Entity Information [Line Items] | |
Company's Outstanding Debt | ESH REIT’s outstanding debt, net of unamortized debt discount and unamortized deferred financing costs, as of March 31, 2018 and December 31, 2017 , consists of the following (dollars in thousands): Stated Amount (1) Carrying Amount Unamortized Deferred Financing Costs Interest Rate Loan March 31, 2018 December 31, 2017 March 31, 2018 December 31, 2017 Stated Interest Rate March 31, 2018 December 31, 2017 Maturity Date Term loan facility 2016 Term Facility $ 1,300,000 (2) $ 1,215,717 (3) $ 1,278,545 (3) $ 12,240 $ 13,433 LIBOR (4) + 2.25% 3.93 % (5) 3.69 % 8/30/2023 (6) Senior notes 2025 Notes 1,300,000 1,290,685 (5) 1,290,356 (5) 19,994 20,700 5.25 % 5.25 % 5.25 % 5/1/2025 Revolving credit facility 2016 Revolving Credit Facility 350,000 — — 1,882 (7) 2,020 (7) LIBOR + 2.75% N/A N/A 8/30/2021 Unsecured Intercompany Facility Unsecured Intercompany Facility 75,000 (8) — — — — 5.00 % 5.00 % 5.00 % 8/30/2023 Total $ 2,506,402 $ 2,568,901 $ 34,116 $ 36,153 _________________________________ (1) Amortization is interest only, except for the 2016 Term Facility (as defined below), which amortizes in equal quarterly installments of $3.06 million . See (6) below. In February 2018, ESH REIT made a voluntary prepayment of $60.0 million . (2) ESH REIT is able to increase its borrowings under the 2016 ESH REIT Credit Facilities (as defined below) by an amount of up to $600.0 million , plus additional amounts, in each case subject to certain conditions. (3) The 2016 Term Facility is presented net of an unamortized debt discount of approximately $5.0 million and $5.3 million as of March 31, 2018 and December 31, 2017 , respectively. (4) $350.0 million of the 2016 Term Facility is subject to an interest rate swap at a fixed rate of 1.175% as of March 31, 2018 (see Note 7). (5) The 2025 Notes (as defined below) are presented net of an unamortized debt discount of approximately $9.3 million and $9.6 million as of March 31, 2018 and December 31, 2017 , respectively. (6) In addition to scheduled amortization noted in (1) above, subject to certain exceptions, annual mandatory prepayments of up to 50% of Excess Cash Flow, as defined, may be required under the 2016 Term Facility commencing with the year ending December 31, 2017. Annual mandatory prepayments for the year are due during the first quarter of the following year. No mandatory prepayments were required in the first quarter of 2018 based on ESH REIT’s Excess Cash Flow for the year ended December 31, 2017. (7) Unamortized deferred financing costs related to the revolving credit facility are included in other assets in the accompanying unaudited condensed consolidated balance sheets. (8) As of March 31, 2018 , no amounts were outstanding under the Unsecured Intercompany Facility. ESH REIT is able to borrow under the Unsecured Intercompany Facility an amount up to $300.0 million , plus additional amounts, in each case subject to certain conditions (see Note 9). |
Future Maturities of Debt | The future maturities of debt as of March 31, 2018 , are as follows (in thousands): Years Ending December 31, Remainder of 2018 $ 9,179 2019 12,238 (1) 2020 12,238 (1) 2021 12,238 (1) 2022 12,238 (1) Thereafter 2,462,616 (1) Total $ 2,520,747 ______________________ (1) Under the 2016 Term Facility, annual mandatory prepayments of up to 50% of Excess Cash Flow, as defined, may be required commencing with the year ending December 31, 2017. Annual mandatory prepayments for the year are due during the first quarter of the following year. No mandatory prepayments were required in the first quarter of 2018 based on ESH REIT's Excess Cash Flow for the year ended December 31, 2017. |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Entity Information [Line Items] | |
Schedule of Derivative Instruments | The table below presents the amounts and classification on the Company's financial statements related to the interest rate swap (in thousands): Other assets Accumulated other comprehensive income, net of tax Other non-operating income Interest expense, net As of March 31, 2018 $ 8,260 $ 7,027 (1) As of December 31, 2017 $ 6,387 $ 5,992 (2) For the three months ended March 31, 2018 $ — $ (421 ) For the three months ended March 31, 2017 $ 1,242 $ 681 _______________________________ (1) Changes during the three months ended March 31, 2018 , consisted of changes in fair value of $1.7 million and cumulative-effect adjustment of $(0.7) million . (2) Changes during the year ended December 31, 2017, consisted of changes in fair value of $1.4 million (effective portion) and amortization of accumulated other comprehensive income prior to hedge de-designation of $0.7 million . |
ESH REIT | |
Entity Information [Line Items] | |
Schedule of Derivative Instruments | The table below presents the amounts and classification on ESH REIT's financial statements related to the interest rate swap (in thousands): Other assets Accumulated other comprehensive income, net of tax Other non-operating income Interest expense, net As of March 31, 2018 $ 8,260 $ 8,258 (1) As of December 31, 2017 $ 6,387 $ 7,038 (2) For the three months ended March 31, 2018 $ — $ (421 ) For the three months ended March 31,2017 $ 1,242 $ 681 _______________________________ (1) Changes during the three months ended March 31, 2018 , consisted of changes in fair value of $1.9 million and cumulative-effect adjustment of $(0.7) million . (2) Consists of amortization of accumulated other comprehensive income prior to hedge de-designation of $0.7 million and removal of the LIBOR floor of approximately $(0.3) million . |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
ESH REIT | |
Entity Information [Line Items] | |
Schedule of Related Party Transaction Balances | Related party transaction balances as of March 31, 2018 and December 31, 2017 , include the following (in thousands): March 31, December 31, Leases: Rents receivable (1) $ 18,239 $ 3,704 Deferred rents receivable (2) $ 16,551 $ 24,388 Unearned rental revenues (1) $ (74,601 ) $ (40,523 ) Working capital and other: Ordinary working capital (3) $ (11,774 ) $ (8,441 ) Equity awards (payable) receivable (4) (293 ) 1,386 Total working capital and other (5) $ (12,067 ) $ (7,055 ) ______________________ (1) Fixed minimum rents are due one-month in advance. Percentage rents are due one-month in arrears. Rents receivable relate to percentage rents. As of March 31, 2018, unearned rental revenues consisted of percentage rents of approximately $35.3 million and fixed minimum rents of approximately $39.3 million . As of December 31, 2017, unearned rental revenues consisted of fixed minimum rents. (2) Represents rental revenues recognized in excess of cash rents received. Amount will decrease over the initial lease terms to zero. (3) Represents disbursements and/or receipts made by the Corporation or ESH REIT on the other entity's behalf. Includes overhead costs incurred by the Corporation on ESH REIT's behalf. (4) Represents amounts related to restricted stock units not yet settled or issued. (5) Outstanding balances are typically repaid within 30 days. |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Entity Information [Line Items] | |
Schedule of Unrecognized Compensation Cost | Total unrecognized compensation expense will be adjusted for actual forfeitures. Unrecognized Compensation Expense Related to Outstanding Awards (in thousands) Remaining Weighted-Average Amortization Period (in years) RSUs with service vesting conditions $ 8,694 2.4 RSUs with performance vesting conditions 973 0.8 RSUs with market vesting conditions 4,651 2.4 Total unrecognized compensation expense $ 14,318 |
Summary of Restricted Stock Award and Restricted Stock Unit Activity | RSU activity during the three months ended March 31, 2018 , was as follows: Performance-Based Awards Service-Based Awards Performance Vesting Market Vesting Number of 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 at January 1, 2018 602 $ 17.06 153 $ 17.45 211 $ 16.46 Granted 303 $ 19.04 56 $ 19.52 202 $ 17.41 Settled (317 ) $ 13.42 (153 ) $ 17.45 (41 ) $ 20.76 Forfeited (5 ) $ 16.17 — — Outstanding at March 31, 2018 583 $ 17.87 56 $ 19.52 372 $ 15.46 Vested at March 31, 2018 1 $ 16.44 — $ — — $ — Nonvested at March 31, 2018 582 $ 17.88 56 $ 19.52 372 $ 15.46 _________________________________ (1) An independent third-party valuation is performed contemporaneously with the issuance of grants. |
Summary of Key Assumptions Used for Fair Value Computation | During the three months ended March 31, 2018 , the grant-date fair value of awards with market vesting conditions was calculated using a Monte Carlo simulation model with the following key assumptions: Expected holding period 2.86 years Risk-free rate of return 2.37 % Expected dividend yield 4.61 % |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Operating Segments Evaluated on Income from Operations | The performance of the Company's operating segments is evaluated primarily on income from operations. Selected financial data is provided below (in thousands): Three Months Ended 2018 2017 Revenues: Owned hotels $ 295,485 $ 290,991 Franchise and management (1) 1,509 873 Total segment revenues 296,994 291,864 Corporate and other (2) 21,330 19,631 Other revenues from franchise and managed properties (3) 1,659 — Intersegment eliminations (4) (22,216 ) (20,504 ) Total 297,767 290,991 Income (loss) from operations: Owned hotels (5) $ 74,462 $ 61,305 Franchise and management (1) 1,509 873 Total segment income from operations 75,971 62,178 Corporate and other (2) (7,242 ) (9,247 ) Total $ 68,729 $ 52,931 _________________________________ (1) Includes intellectual property fees charged to the owned hotels segment of approximately $0.9 million for the three months ended March 31, 2018 and 2017, that are eliminated in the unaudited condensed consolidated statements of operations. (2) Includes revenues generated and operating expenses incurred in connection with the overall support of owned, franchised and managed hotels and related operations. (3) Includes direct reimbursement of specific costs incurred under franchise and management agreements that the Company is reimbursed for on a dollar-for-dollar basis as outlined in the applicable agreements. (4) Includes management fees, intellectual property fees and other cost reimbursements charged to the owned hotels segment that are eliminated in the unaudited condensed consolidated statements of operations. (5) Net of impairment charges of approximately $43.6 million and $12.4 million for the three months ended March 31, 2018 and 2017, respectively. |
Schedule of Assets and Capital Expenditures of Operating Segments | Total assets for our operating segments are provided below (in thousands): March 31, December 31, Assets: Owned hotels $ 3,904,309 $ 4,021,672 Franchise and management 10,727 9,933 Total segment assets 3,915,036 4,031,605 Corporate and other 115,807 85,215 Intersegment eliminations (39,629 ) (40,815 ) Total $ 3,991,214 $ 4,076,005 |
Revenue From Contracts With C34
Revenue From Contracts With Customers (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table disaggregates room revenues generated from owned and operated hotels by booking source (in thousands) for the three months ended March 31, 2018: Three Months Ended 2018 Property direct $ 93,386 Central call center 68,464 Proprietary website 49,859 Third-party intermediaries 50,770 Travel agency global distribution systems 27,731 Total room revenues (1) $ 290,210 (1) Excludes approximately $5.3 million of other hotel revenues earned by the Company's owned hotels during the three months ended March 31, 2018. The following table disaggregates room revenues generated from owned and operated hotels by length of guest stay (in thousands) for the three months ended March 31, 2018: Three Months Ended 2018 1-6 nights $ 105,030 7-29 nights 60,764 30+ nights 124,416 Total room revenues (1) $ 290,210 (1) Excludes approximately $5.3 million of other hotel revenues earned by the Company's owned hotels during the three months ended March 31, 2018. |
Business, Organization and Ba35
Business, Organization and Basis of Consolidation - Additional Information (Detail) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | |||||||
Mar. 31, 2018USD ($)RoomStateHotel$ / sharesshares | Feb. 28, 2018USD ($)Hotel | Mar. 31, 2018USD ($)RoomStateHotel$ / sharesshares | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($)RoomStateHotel$ / sharesshares | May 31, 2017CAD ($)Hotel | May 31, 2017USD ($)Hotel | Nov. 18, 2013$ / sharesshares | Nov. 05, 2013$ / sharesshares | |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Approximate percentage of ownership of common stock (as a percent) | 57.00% | 57.00% | |||||||
Common stock, shares issued (shares) | 190,631,604 | 190,631,604 | 192,099,933 | 1 | |||||
Common stock, par value (dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Common stock, shares outstanding (shares) | 190,631,604 | 190,631,604 | 192,099,933 | ||||||
Paired shares repurchased and retired, amount | $ | $ 23,124,000 | ||||||||
Common share to paired share ratio | 1 | ||||||||
Preferred shares of ESH REIT (shares) | 125 | ||||||||
Paired Share Repurchase Program | |||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Amount of stock repurchase plan authorized (up to) | $ | $ 400,000,000 | ||||||||
Parent Company | Paired Share Repurchase Program | |||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Paired shares repurchased and retired (shares) | 14,800,000 | ||||||||
Paired shares repurchased and retired, amount | $ | $ 148,100,000 | ||||||||
ESH REIT | |||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Approximate percentage of ownership of common stock (as a percent) | 57.00% | 57.00% | |||||||
Common stock, shares issued (shares) | 1 | ||||||||
Common stock, par value (dollars per share) | $ / shares | $ 0.01 | ||||||||
Paired shares repurchased and retired, amount | $ | $ 8,543,000 | ||||||||
ESH REIT | Paired Share Repurchase Program | |||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Paired shares repurchased and retired, amount | $ | $ 89,300,000 | ||||||||
Amount of stock repurchase plan authorized (up to) | $ | $ 400,000,000 | ||||||||
ESH REIT | Public | |||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Percentage of outstanding paired shares, owned (as a percent) | 99.30% | 99.30% | |||||||
ESH REIT | Sponsors and Management | |||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Percentage of outstanding paired shares, owned (as a percent) | 0.70% | 0.70% | |||||||
U.S. | |||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Number of states in which the company owns hotels | State | 44 | 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 | 44 | ||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Number of properties sold | Hotel | 1 | 25 | |||||||
Sale consideration | $ 44,800,000 | $ 112,100,000 | $ 44,800,000 | $ 21,400,000 | $ 76 | $ 55,300,000 | |||
Franchise management term | 20 years | ||||||||
Option period | 2 years | ||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | ESH REIT | |||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Number of properties sold | Hotel | 1 | 25 | |||||||
Sale consideration | $ 44,800,000 | $ 112,100,000 | $ 44,800,000 | $ 21,400,000 | $ 67.4 | $ 49,000,000 | |||
Hotel properties | U.S. | |||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Number of hotel properties | Hotel | 598 | 598 | 624 | ||||||
Number of rooms | Room | 66,100 | 66,100 | 68,600 | ||||||
Number of hotel properties managed for third parties | Hotel | 27 | 27 | |||||||
Number of rooms managed by third parties | Room | 2,700 | 2,700 | |||||||
Hotel properties | U.S. | ESH REIT | |||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Number of hotel properties | Hotel | 598 | 598 | 624 | ||||||
Number of rooms | Room | 66,100 | 66,100 | 68,600 | ||||||
Hotel properties | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ESH REIT | |||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Number of hotel properties | Hotel | 2 | 3 | 3 | ||||||
Hotel properties | Disposal Group, Disposed of by Sale, Not Discontinued Operations | U.S. | |||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Number of hotel properties | Hotel | 2 | ||||||||
Class A common stock | ESH REIT | |||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Approximate percentage of ownership of common stock (as a percent) | 57.00% | 57.00% | |||||||
Common stock, shares issued (shares) | 250,493,583 | 250,493,583 | 250,493,583 | ||||||
Common stock, par value (dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Common stock, shares outstanding (shares) | 250,493,583 | 250,493,583 | 250,493,583 | ||||||
Class B common stock | |||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Common stock, shares issued (shares) | 1 | ||||||||
Common stock, par value (dollars per share) | $ / shares | $ 0.01 | ||||||||
Paired shares repurchased and retired, amount | $ | $ 35,179,000 | ||||||||
Class B common stock | ESH REIT | |||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Common stock, shares issued (shares) | 190,631,604 | 190,631,604 | 192,099,933 | ||||||
Common stock, par value (dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Common stock, shares outstanding (shares) | 190,631,604 | 190,631,604 | 192,099,933 | ||||||
Percentage of common equity (as a percent) | 43.00% | 43.00% | |||||||
Paired shares repurchased and retired, amount | $ | $ 12,801,000 | ||||||||
Class B common stock | ESH REIT | Paired Share Repurchase Program | |||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Paired shares repurchased and retired (shares) | 14,800,000 | ||||||||
Paired shares repurchased and retired, amount | $ | $ 89,300,000 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2018USD ($)segment | Mar. 31, 2017USD ($) | Jan. 01, 2018USD ($) | Dec. 31, 2017USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Number of operating segments | segment | 2 | |||
Debt extinguishment costs | $ 1,200 | |||
Restricted cash included in cash used in investing activities | 300 | |||
Cumulative effect adjustment | $ 0 | |||
Minimum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Estimated useful life of asset (years) | 2 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] | ||||
Deferred rent receivable, net | $ 16,551 | $ 24,388 | ||
Debt extinguishment costs | 1,200 | |||
Restricted cash included in cash used in investing activities | $ 300 | |||
Cumulative effect adjustment | $ 0 | |||
ESH REIT | Minimum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Estimated useful life of asset (years) | 2 years | |||
ESH REIT | Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Estimated useful life of asset (years) | 49 years | |||
Adjustments for New Accounting Principle, Early Adoption | Minimum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Operating lease liability | $ 13,500 | |||
Right of use asset | 5,500 | |||
Adjustments for New Accounting Principle, Early Adoption | Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Operating lease liability | 17,500 | |||
Right of use asset | 9,500 | |||
Adjustments for New Accounting Principle, Early Adoption | ESH REIT | Minimum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Operating lease liability | 7,500 | |||
Right of use asset | 500 | |||
Adjustments for New Accounting Principle, Early Adoption | ESH REIT | Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Operating lease liability | 11,500 | |||
Right of use asset | 4,500 | |||
Retained Earnings (Accumulated Deficit) | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Cumulative effect adjustment | 377 | |||
Retained Earnings (Accumulated Deficit) | Accounting Standards Update 2017-12 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Cumulative effect adjustment | $ 700 | |||
Retained Earnings (Accumulated Deficit) | Accounting Standards Update 2017-12 | ESH REIT | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Cumulative effect adjustment | 700 | |||
Accumulated Other Comprehensive Income (Loss) | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Cumulative effect adjustment | (377) | |||
Accumulated Other Comprehensive Income (Loss) | ESH REIT | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Cumulative effect adjustment | (664) | |||
Accumulated Other Comprehensive Income (Loss) | Accounting Standards Update 2017-12 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Cumulative effect adjustment | $ (700) | (700) | ||
Accumulated Other Comprehensive Income (Loss) | Accounting Standards Update 2017-12 | ESH REIT | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Cumulative effect adjustment | $ (700) |
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 | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Earnings Per Share [Line Items] | ||
Net income | $ 31,095 | $ 16,063 |
Numerator: | ||
NET INCOME ATTRIBUTABLE TO EXTENDED STAY AMERICA, INC. COMMON SHAREHOLDERS | 14,852 | 23,101 |
(Income) loss attributable to noncontrolling interests assuming conversion | (17) | 5 |
Net income available to common shareholders - diluted | $ 14,835 | $ 23,106 |
Denominator: | ||
Weighted average number of common shares outstanding - basic (shares) | 192,201 | 195,097 |
Dilutive securities (shares) | 365 | 289 |
Weighted average number of common shares outstanding - diluted (shares) | 192,566 | 195,386 |
Net income (loss) per common share - basic (dollars per share) | $ 0.08 | $ 0.12 |
Net income (loss) per common share - diluted (dollars per share) | $ 0.08 | $ 0.12 |
ESH REIT | ||
Earnings Per Share [Line Items] | ||
Net income | $ 37,581 | $ (16,116) |
Less preferred dividends | (4) | (4) |
Numerator: | ||
NET INCOME ATTRIBUTABLE TO EXTENDED STAY AMERICA, INC. COMMON SHAREHOLDERS | 37,577 | (16,120) |
ESH REIT | Class A common stock | ||
Numerator: | ||
NET INCOME ATTRIBUTABLE TO EXTENDED STAY AMERICA, INC. COMMON SHAREHOLDERS | 21,262 | (9,078) |
(Income) loss attributable to noncontrolling interests assuming conversion | (17) | 0 |
Net income available to common shareholders - diluted | $ 21,245 | $ (9,078) |
Denominator: | ||
Weighted-average number of common shares outstanding - basic and diluted (shares) | 250,494 | 250,494 |
Weighted average number of common shares outstanding - basic (shares) | 250,494 | 250,494 |
Weighted average number of common shares outstanding - diluted (shares) | 250,494 | 250,494 |
Net income (loss) per common share - basic (dollars per share) | $ 0.08 | $ (0.04) |
Net income (loss) per common share - diluted (dollars per share) | $ 0.08 | $ (0.04) |
ESH REIT | Class B common stock | ||
Numerator: | ||
NET INCOME ATTRIBUTABLE TO EXTENDED STAY AMERICA, INC. COMMON SHAREHOLDERS | $ 16,315 | $ (7,042) |
(Income) loss attributable to noncontrolling interests assuming conversion | 17 | 0 |
Net income available to common shareholders - diluted | $ 16,332 | $ (7,042) |
Denominator: | ||
Weighted average number of common shares outstanding - basic (shares) | 192,201 | 195,097 |
Dilutive securities (shares) | 365 | 0 |
Weighted average number of common shares outstanding - diluted (shares) | 192,566 | 195,097 |
Net income (loss) per common share - basic (dollars per share) | $ 0.08 | $ (0.04) |
Net income (loss) per common share - diluted (dollars per share) | $ 0.08 | $ (0.04) |
Anti-dilutive securities excluded from net income per common share (shares) | 0 | 289 |
Hotel Dispositions - Additional
Hotel Dispositions - Additional Information (Details) $ in Thousands, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2018USD ($)Hotel | Feb. 28, 2018USD ($)Hotel | May 31, 2017CAD ($)Hotel | May 31, 2017USD ($) | Mar. 31, 2018USD ($)Hotel | Mar. 31, 2017CAD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($)Hotel | May 31, 2017USD ($)Hotel | |
Property, Plant and Equipment [Line Items] | |||||||||
Hotel properties, carrying value | $ 3,568,984 | $ 3,568,984 | $ 3,753,134 | ||||||
Gain (loss) on sale of hotel properties | 38,082 | $ 0 | |||||||
ESH REIT | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Hotel properties, carrying value | $ 3,632,725 | 3,632,725 | $ 3,775,640 | ||||||
Gain (loss) on sale of hotel properties | $ 35,410 | $ 0 | |||||||
U.S. | Hotel properties | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Number of hotel properties | Hotel | 598 | 598 | 624 | ||||||
U.S. | Hotel properties | ESH REIT | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Number of hotel properties | Hotel | 598 | 598 | 624 | ||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Number of properties sold | Hotel | 1 | 25 | |||||||
Gross proceeds | $ 44,800 | $ 112,100 | $ 44,800 | ||||||
Hotel properties, carrying value | 13,100 | 104,700 | $ 56.7 | 13,100 | $ 9,200 | $ 41,200 | |||
Sale consideration | $ 44,800 | $ 112,100 | 76 | 44,800 | 21,400 | 55,300 | |||
Foreign currency translation loss on disposal | $ 14,500 | ||||||||
Gain (loss) on sale of hotel properties | (1,900) | 38,100 | $ (11.9) | ||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | ESH REIT | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Number of properties sold | Hotel | 1 | 25 | |||||||
Gross proceeds | $ 44,800 | $ 112,100 | 44,800 | ||||||
Hotel properties, carrying value | 13,200 | 107,200 | 51.2 | 13,200 | 11,000 | 37,300 | |||
Sale consideration | $ 44,800 | $ 112,100 | 67.4 | 44,800 | 21,400 | $ 49,000 | |||
Foreign currency translation loss on disposal | 12,500 | ||||||||
Gain (loss) on sale of hotel properties | $ (1.5) | $ 35,400 | $ (10,100) | ||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Hotel properties | ESH REIT | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Number of hotel properties | Hotel | 3 | 2 | 3 | ||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | U.S. | Hotel properties | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Number of hotel properties | Hotel | 2 | ||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Extended Stay Canada | Hotel properties | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Number of hotel properties | Hotel | 3,000 | 3,000 | |||||||
Foreign currency translation loss on disposal | 14,500 | ||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Extended Stay Canada | Hotel properties | ESH REIT | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Number of hotel properties | Hotel | 3,000 | 3,000 | |||||||
Foreign currency translation loss on disposal | $ 12,500 | ||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Extended Stay Canada | Canada | Hotel properties | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Number of hotel properties | Hotel | 3 | 3 | 3 | 3 |
Hotel Dispositions - Summary of
Hotel Dispositions - Summary of Hotel Dispositions (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations $ in Thousands | 1 Months Ended | |||
Mar. 31, 2018USD ($)RoomHotel | Feb. 28, 2018USD ($)RoomHotel | Dec. 31, 2017USD ($)RoomHotel | May 31, 2017USD ($)RoomHotel | |
Property, Plant and Equipment [Line Items] | ||||
Foreign currency translation loss on disposal | $ 14,500 | |||
Extended Stay America | Hotel properties | ||||
Property, Plant and Equipment [Line Items] | ||||
Number of Hotels | Hotel | 1,000 | 25,000 | 1,000 | |
Number of Rooms | Room | 101 | 2,430 | 160 | |
Net Proceeds | $ 44,090 | $ 111,156 | $ 15,985 | |
Gain (Loss) Recognized | 31,058 | 7,024 | $ 11,870 | |
Impairment charges | $ 2,100 | |||
Extended Stay America | Hotel properties | TEXAS | ||||
Property, Plant and Equipment [Line Items] | ||||
Proceeds from sale held with intermediary | 24,100 | |||
Extended Stay America | Hotel properties | COLORADO | ||||
Property, Plant and Equipment [Line Items] | ||||
Proceeds from sale held with intermediary | $ 12,500 | |||
Extended Stay Canada | Hotel properties | ||||
Property, Plant and Equipment [Line Items] | ||||
Number of Hotels | Hotel | 3,000 | |||
Number of Rooms | Room | 500 | |||
Net Proceeds | $ 43,551 | |||
Gain (Loss) Recognized | (1,894) | |||
Foreign currency translation loss on disposal | 14,500 | |||
Impairment charges | $ 12,400 | |||
Other | Hotel properties | ||||
Property, Plant and Equipment [Line Items] | ||||
Number of Hotels | Hotel | 1,000 | |||
Number of Rooms | Room | 103 | |||
Net Proceeds | $ 5,092 | |||
Gain (Loss) Recognized | (2) | |||
Impairment charges | 1,700 | |||
ESH REIT | ||||
Property, Plant and Equipment [Line Items] | ||||
Foreign currency translation loss on disposal | $ 12,500 | |||
ESH REIT | Hotel properties | ||||
Property, Plant and Equipment [Line Items] | ||||
Number of Hotels | Hotel | 2 | 3 | ||
ESH REIT | Extended Stay America | Hotel properties | ||||
Property, Plant and Equipment [Line Items] | ||||
Number of Hotels | Hotel | 1,000 | 25,000 | 1,000 | |
Number of Rooms | Room | 101 | 2,430 | 160 | |
Net Proceeds | $ 44,090 | $ 111,156 | $ 15,985 | |
Gain (Loss) Recognized | 30,992 | $ 4,418 | $ 11,836 | |
ESH REIT | Extended Stay America | Hotel properties | TEXAS | ||||
Property, Plant and Equipment [Line Items] | ||||
Proceeds from sale held with intermediary | 24,100 | |||
ESH REIT | Extended Stay America | Hotel properties | COLORADO | ||||
Property, Plant and Equipment [Line Items] | ||||
Proceeds from sale held with intermediary | $ 12,500 | |||
ESH REIT | Extended Stay Canada | Hotel properties | ||||
Property, Plant and Equipment [Line Items] | ||||
Number of Hotels | Hotel | 3,000 | |||
Number of Rooms | Room | 500 | |||
Net Proceeds | $ 43,551 | |||
Gain (Loss) Recognized | (1,507) | |||
Foreign currency translation loss on disposal | 12,500 | |||
Impairment charges | $ 15,000 | |||
ESH REIT | Other | Hotel properties | ||||
Property, Plant and Equipment [Line Items] | ||||
Number of Hotels | Hotel | 1,000 | |||
Number of Rooms | Room | 103 | |||
Net Proceeds | $ 5,092 | |||
Gain (Loss) Recognized | $ (1,767) |
Hotel Dispositions - Summary 40
Hotel Dispositions - Summary of Total Revenues and Expenses (Details) $ in Thousands, $ in Millions | 3 Months Ended | ||||
Mar. 31, 2018USD ($)Hotel | Mar. 31, 2017CAD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017Hotel | May 31, 2017Hotel | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Total room and other hotel revenues | $ 297,767 | $ 290,991 | |||
Total operating expenses | 267,125 | 238,061 | |||
Income (loss) before income tax expense | 36,892 | 20,546 | |||
Impairment of long-lived assets | 43,600 | 12,423 | |||
ESH REIT | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Total operating expenses | 79,456 | 100,240 | |||
Income (loss) before income tax expense | 37,616 | (16,534) | |||
Impairment of long-lived assets | 0 | 15,046 | |||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Total room and other hotel revenues | 5,015 | 11,230 | |||
Total operating expenses | 3,794 | 22,279 | |||
Income (loss) before income tax expense | 1,221 | (11,127) | |||
Impairment of long-lived assets | $ 12.4 | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | ESH REIT | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Total room and other hotel revenues | 2,176 | 5,167 | |||
Total operating expenses | 796 | 17,733 | |||
Income (loss) before income tax expense | $ 1,380 | $ (12,644) | |||
Impairment of long-lived assets | $ 15 | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Hotel properties | ESH REIT | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of hotel properties | Hotel | 2 | 3 | |||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Extended Stay Canada | Hotel properties | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of hotel properties | Hotel | 3,000 | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Extended Stay Canada | Hotel properties | ESH REIT | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of hotel properties | Hotel | 3,000 | ||||
Canada | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Extended Stay Canada | Hotel properties | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of hotel properties | Hotel | 3 | 3 |
Property and Equipment - Net In
Property and Equipment - Net Investment in Property and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 4,698,317 | $ 4,895,933 |
Less accumulated depreciation | (1,129,333) | (1,142,799) |
Property and equipment - net | 3,568,984 | 3,753,134 |
ESH REIT | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 4,789,379 | 4,918,804 |
Less accumulated depreciation | (1,156,654) | (1,143,164) |
Property and equipment - net | 3,632,725 | 3,775,640 |
Land and site improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 1,257,932 | 1,286,784 |
Land and site improvements | ESH REIT | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 1,261,416 | 1,289,152 |
Building and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 2,780,802 | 2,934,048 |
Building and improvements | ESH REIT | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 2,873,315 | 2,970,404 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 629,566 | 649,487 |
Furniture, fixtures and equipment | ESH REIT | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 646,401 | 655,120 |
Hotel properties | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 4,668,300 | 4,870,319 |
Less accumulated depreciation | (1,114,198) | (1,128,465) |
Hotel properties | ESH REIT | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 4,781,132 | 4,914,676 |
Development in process | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 6,572 | 2,453 |
Development in process | ESH REIT | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 6,572 | 2,453 |
Corporate furniture, fixtures, equipment, software and other | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 21,770 | 21,486 |
Less accumulated depreciation | (15,135) | (14,334) |
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) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018USD ($)Hotel | Mar. 31, 2017USD ($)Hotel | |
Property, Plant and Equipment [Line Items] | ||
Number of impaired hotels | Hotel | 21 | 3 |
Impairment charges | $ | $ 43,600 | $ 12,423 |
ESH REIT | ||
Property, Plant and Equipment [Line Items] | ||
Number of impaired hotels | Hotel | 3 | |
Impairment charges | $ | $ 0 | $ 15,046 |
Minimum | Fair Value, Inputs, Level 3 | ||
Property, Plant and Equipment [Line Items] | ||
Fair value inputs, discount rate (as a percent) | 6.00% | |
Fair value inputs, terminal capitalization rate (as a percent) | 7.00% | |
Maximum | Fair Value, Inputs, Level 3 | ||
Property, Plant and Equipment [Line Items] | ||
Fair value inputs, discount rate (as a percent) | 10.00% | |
Fair value inputs, terminal capitalization rate (as a percent) | 11.00% |
Debt (Company's Outstanding Deb
Debt (Company's Outstanding Debt) (Detail) - USD ($) | Aug. 30, 2016 | Feb. 28, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||||
Voluntary prepayment | $ 0 | $ 1,168,000 | |||
Carrying Amount, Term loan facility | 1,203,477,000 | $ 1,265,112,000 | |||
Carrying Amount, Senior notes | 1,270,691,000 | 1,269,656,000 | |||
Carrying Amount, Total | 2,506,402,000 | 2,568,901,000 | |||
Unamortized deferred financing costs | 34,490,000 | 36,554,000 | |||
Notional amount | $ 350,000,000 | ||||
Mandatory prepayments are required up to a certain amount of excess cash flow (percent) | 50.00% | ||||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Revolving credit facility, capacity | $ 600,000,000 | ||||
ESH REIT | |||||
Debt Instrument [Line Items] | |||||
Voluntary prepayment | 0 | $ 1,168,000 | |||
Carrying Amount, Term loan facility | 1,203,477,000 | 1,265,112,000 | |||
Carrying Amount, Senior notes | 1,270,691,000 | 1,269,656,000 | |||
Carrying Amount, Total | 2,506,402,000 | 2,568,901,000 | |||
Unamortized deferred financing costs | $ 34,116,000 | 36,153,000 | |||
Mandatory prepayments are required up to a certain amount of excess cash flow (percent) | 50.00% | ||||
ESH REIT | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Revolving credit facility, capacity | $ 600,000,000 | ||||
ESH REIT 2016 Term Facility | Term Loan Facility | Medium-term Notes | |||||
Debt Instrument [Line Items] | |||||
Stated amount | $ 1,300,000,000 | ||||
Carrying Amount, Term loan facility | 1,215,717,000 | 1,278,545,000 | |||
Unamortized deferred financing costs | $ 12,240,000 | $ 13,433,000 | |||
Interest Rate (as a percent) | 3.93% | 3.69% | |||
Unamortized discount on debt | $ 5,000,000 | $ 5,300,000 | |||
Notional amount | $ 350,000,000 | ||||
Mandatory prepayments are required up to a certain amount of excess cash flow (percent) | 50.00% | ||||
Revolving credit facility, capacity | 1,300,000,000 | ||||
ESH REIT 2016 Term Facility | ESH REIT | Medium-term Notes | |||||
Debt Instrument [Line Items] | |||||
Stated amount | $ 1,300,000,000 | ||||
Carrying Amount, Term loan facility | 1,215,717,000 | 1,278,545,000 | |||
Unamortized deferred financing costs | $ 12,240,000 | $ 13,433,000 | |||
Interest Rate (as a percent) | 3.93% | 3.69% | |||
ESH REIT 2016 Term Facility | ESH REIT | Term Loan Facility | Medium-term Notes | |||||
Debt Instrument [Line Items] | |||||
Voluntary prepayment | $ 60,000,000 | ||||
Stated interest rate (as a percent) | 1.175% | ||||
Quarterly installment | $ 3,060,000 | ||||
Unamortized discount on debt | 5,000,000 | $ 5,300,000 | |||
Notional amount | 350,000,000 | ||||
Revolving credit facility, capacity | $ 1,300,000,000 | ||||
ESH REIT 2025 Notes | |||||
Debt Instrument [Line Items] | |||||
Unamortized deferred financing costs | 29,309,000 | 30,344,000 | |||
ESH REIT 2025 Notes | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Stated amount | 1,300,000,000 | ||||
Carrying Amount, Senior notes | 1,290,685,000 | 1,290,356,000 | |||
Unamortized deferred financing costs | $ 19,994,000 | $ 20,700,000 | |||
Stated interest rate (as a percent) | 5.25% | ||||
Interest Rate (as a percent) | 5.25% | 5.25% | |||
Unamortized discount on debt | $ 9,300,000 | $ 9,600,000 | |||
ESH REIT 2025 Notes | ESH REIT | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Stated amount | 1,300,000,000 | ||||
Carrying Amount, Senior notes | 1,290,685,000 | 1,290,356,000 | |||
Unamortized deferred financing costs | $ 19,994,000 | $ 20,700,000 | |||
Stated interest rate (as a percent) | 5.25% | ||||
Interest Rate (as a percent) | 5.25% | 5.25% | |||
Unamortized discount on debt | $ 9,300,000 | $ 9,600,000 | |||
ESH REIT 2016 Revolving Credit Facility | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Stated amount | 350,000,000 | ||||
Carrying Amount, Revolving credit facilities | 0 | 0 | |||
Unamortized deferred financing costs | 1,882,000 | 2,020,000 | |||
Spread on base rate (as a percent) | 1.00% | ||||
ESH REIT 2016 Revolving Credit Facility | ESH REIT | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Stated amount | 350,000,000 | ||||
Carrying Amount, Revolving credit facilities | 0 | 0 | |||
Unamortized deferred financing costs | 1,882,000 | 2,020,000 | |||
ESH REIT 2016 Revolving Credit Facility | ESH REIT | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, increase limit | 600,000,000 | ||||
Revolving credit facility, capacity | $ 350,000,000 | ||||
Corporation 2016 Revolving Credit Facility | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Stated amount | 50,000,000 | ||||
Carrying Amount, Revolving credit facilities | 0 | 0 | |||
Unamortized deferred financing costs | 374,000 | 401,000 | |||
Spread on base rate (as a percent) | 1.00% | ||||
Revolving credit facility, capacity | $ 50,000,000 | ||||
Unsecured Intercompany Facility | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Stated amount | $ 75,000,000 | 75,000,000 | |||
Carrying Amount, Revolving credit facilities | 0 | 0 | |||
Unamortized deferred financing costs | $ 0 | $ 0 | |||
Stated interest rate (as a percent) | 5.00% | ||||
Interest Rate (as a percent) | 5.00% | 5.00% | |||
Unsecured Intercompany Facility | Line of Credit | Unsecured Debt | |||||
Debt Instrument [Line Items] | |||||
Stated amount | $ 75,000,000 | ||||
Carrying Amount, Revolving credit facilities | 0 | $ 0 | |||
Unamortized deferred financing costs | $ 0 | $ 0 | |||
Stated interest rate (as a percent) | 5.00% | ||||
Interest Rate (as a percent) | 5.00% | 5.00% | |||
Maximum unsecured intercompany credit facility amount | $ 300,000,000 | ||||
Unsecured Intercompany Facility | ESH REIT | Line of Credit | Unsecured Debt | |||||
Debt Instrument [Line Items] | |||||
Carrying Amount, Revolving credit facilities | 0 | ||||
Stated interest rate (as a percent) | 5.00% | ||||
Revolving credit facility, capacity | $ 75,000,000 | 0 | $ 0 | ||
Maximum unsecured intercompany credit facility amount | $ 300,000,000 | ||||
LIBOR | ESH REIT | ESH REIT 2016 Term Facility | Medium-term Notes | |||||
Debt Instrument [Line Items] | |||||
Spread on base rate (as a percent) | 2.25% | ||||
LIBOR | ESH REIT 2016 Term Facility | Term Loan Facility | Medium-term Notes | |||||
Debt Instrument [Line Items] | |||||
Spread on base rate (as a percent) | 2.25% | ||||
LIBOR | ESH REIT 2016 Revolving Credit Facility | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Spread on base rate (as a percent) | 2.75% | ||||
LIBOR | ESH REIT 2016 Revolving Credit Facility | Revolving Credit Facility | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Spread on base rate (as a percent) | 2.75% | ||||
LIBOR | ESH REIT 2016 Revolving Credit Facility | ESH REIT | |||||
Debt Instrument [Line Items] | |||||
Spread on base rate (as a percent) | 1.00% | ||||
LIBOR | Corporation 2016 Revolving Credit Facility | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Spread on base rate (as a percent) | 3.00% | ||||
LIBOR | Corporation 2016 Revolving Credit Facility | Corporation Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Spread on base rate (as a percent) | 3.00% | ||||
Minimum | LIBOR | ESH REIT 2016 Revolving Credit Facility | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Spread on base rate (as a percent) | 2.25% | ||||
Minimum | LIBOR | ESH REIT 2016 Revolving Credit Facility | ESH REIT | |||||
Debt Instrument [Line Items] | |||||
Spread on base rate (as a percent) | 2.25% |
Debt - Additional Information (
Debt - Additional Information (Detail) | Aug. 30, 2016USD ($) | Feb. 28, 2018USD ($) | Nov. 30, 2017 | Mar. 31, 2016USD ($) | May 31, 2015USD ($) | Mar. 31, 2018USD ($)LetterOfCredit | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||||||||
Mandatory prepayments are required up to a certain amount of excess cash flow (percent) | 50.00% | ||||||||
Voluntary prepayment | $ 0 | $ 1,168,000 | |||||||
Estimated fair value | $ 2,500,000,000 | $ 2,600,000,000 | |||||||
ESH REIT | |||||||||
Debt Instrument [Line Items] | |||||||||
Mandatory prepayments are required up to a certain amount of excess cash flow (percent) | 50.00% | ||||||||
Voluntary prepayment | $ 0 | $ 1,168,000 | |||||||
Estimated fair value | 2,500,000,000 | 2,600,000,000 | |||||||
ESH REIT 2025 Notes | ESH REIT | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate (as a percent) | 5.25% | ||||||||
ESH REIT 2016 Revolving Credit Facility | Line of Credit | ESH REIT | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facilities | 0 | 0 | |||||||
Unsecured Intercompany Facility | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facilities | $ 0 | 0 | |||||||
Stated interest rate (as a percent) | 5.00% | ||||||||
ESH REIT 2025 Notes | Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate (as a percent) | 5.25% | ||||||||
ESH REIT 2025 Notes | Senior Notes | ESH REIT | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate (as a percent) | 5.25% | ||||||||
Proceeds from issuance of debt | $ 800,000,000 | $ 500,000,000 | |||||||
Term Loan Facility | ESH REIT 2016 Term Facility | Medium-term Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facility, capacity | $ 1,300,000,000 | ||||||||
Amortization of financing costs (percent) | 0.25% | ||||||||
Amortization | $ 12,200,000 | ||||||||
Mandatory prepayments are required up to a certain amount of excess cash flow (percent) | 50.00% | ||||||||
Term Loan Facility | ESH REIT 2016 Term Facility | Medium-term Notes | ESH REIT | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facility, capacity | 1,300,000,000 | ||||||||
Voluntary prepayment | $ 60,000,000 | ||||||||
Stated interest rate (as a percent) | 1.175% | ||||||||
Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facility, capacity | $ 600,000,000 | ||||||||
Revolving Credit Facility | ESH REIT | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facility, capacity | $ 600,000,000 | ||||||||
Revolving Credit Facility | ESH REIT 2016 Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on base rate (as a percent) | 1.00% | ||||||||
Number of letters of credit | LetterOfCredit | 0 | ||||||||
Revolving credit facilities | $ 0 | 0 | |||||||
Amount of borrowing capacity remaining | 350,000,000 | ||||||||
Revolving Credit Facility | ESH REIT 2016 Revolving Credit Facility | ESH REIT | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facility, capacity | $ 350,000,000 | ||||||||
Amount of borrowing capacity remaining | $ 350,000,000 | ||||||||
Revolving Credit Facility | ESH REIT 2016 Revolving Credit Facility | Medium-term Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Prepayment premium | 1.00% | ||||||||
Revolving Credit Facility | ESH REIT 2016 Revolving Credit Facility | Medium-term Notes | ESH REIT | |||||||||
Debt Instrument [Line Items] | |||||||||
Prepayment premium | 1.00% | ||||||||
Revolving Credit Facility | ESH REIT 2016 Revolving Credit Facility | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Loan to value ratio (as a percent) | 45.00% | ||||||||
Aggregate principal amount (as a percent) | 25.00% | ||||||||
Revolving Credit Facility | ESH REIT 2016 Revolving Credit Facility | Line of Credit | ESH REIT | |||||||||
Debt Instrument [Line Items] | |||||||||
Loan to value ratio (as a percent) | 45.00% | ||||||||
Revolving Credit Facility | Corporation 2016 Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facility, capacity | $ 50,000,000 | ||||||||
Loan to value ratio (as a percent) | 45.00% | ||||||||
Spread on base rate (as a percent) | 1.00% | ||||||||
Number of letters of credit | LetterOfCredit | 1 | ||||||||
Revolving credit facilities | $ 0 | 0 | |||||||
Amount of borrowing capacity remaining | $ 49,800,000 | ||||||||
Consolidated leverage ratio (up to) | 8.75 | ||||||||
Letter of Credit | ESH REIT 2016 Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facility, capacity | $ 50,000,000 | ||||||||
Letter of Credit | ESH REIT 2016 Revolving Credit Facility | ESH REIT | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facility, capacity | 50,000,000 | ||||||||
Letter of Credit | Corporation 2016 Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facility, capacity | $ 50,000,000 | ||||||||
Amount drawn on credit facility | 200,000 | ||||||||
Letter of Credit | Corporation 2016 Revolving Credit Facility | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facility, capacity | 30,000,000 | ||||||||
Line of Credit | Corporation 2016 Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Amount of swingline loans (up to) | 20,000,000 | ||||||||
Line of Credit | Unsecured Intercompany Facility | Unsecured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facilities | $ 0 | 0 | |||||||
Stated interest rate (as a percent) | 5.00% | ||||||||
Line of Credit | Unsecured Intercompany Facility | Unsecured Debt | ESH REIT | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facility, capacity | $ 75,000,000 | $ 0 | $ 0 | ||||||
Revolving credit facilities | $ 0 | ||||||||
Stated interest rate (as a percent) | 5.00% | ||||||||
Increase in principal available | $ 300,000,000 | ||||||||
Incremental cash available (as a percent) | 5.00% | ||||||||
LIBOR | ESH REIT 2016 Revolving Credit Facility | ESH REIT | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on base rate (as a percent) | 1.00% | ||||||||
LIBOR | Term Loan Facility | ESH REIT 2016 Term Facility | Medium-term Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on base rate (as a percent) | 2.25% | ||||||||
Early redemption period | 3 days | 3 days | |||||||
LIBOR | Term Loan Facility | Amended Term Loan Facility 2016 | Medium-term Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on base rate (as a percent) | 2.00% | ||||||||
LIBOR | Term Loan Facility | Amended Term Loan Facility 2016 | Medium-term Notes | ESH REIT | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on base rate (as a percent) | 2.00% | ||||||||
LIBOR | Revolving Credit Facility | ESH REIT 2016 Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on base rate (as a percent) | 2.75% | ||||||||
LIBOR | Revolving Credit Facility | ESH REIT 2016 Revolving Credit Facility | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on base rate (as a percent) | 2.75% | ||||||||
LIBOR | Revolving Credit Facility | Corporation 2016 Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on base rate (as a percent) | 3.00% | ||||||||
Federal Funds Rate | ESH REIT 2016 Revolving Credit Facility | ESH REIT | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on base rate (as a percent) | 0.50% | ||||||||
Federal Funds Rate | Term Loan Facility | ESH REIT 2016 Term Facility | Medium-term Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on base rate (as a percent) | 0.50% | ||||||||
Federal Funds Rate | Term Loan Facility | Amended Term Loan Facility 2016 | Medium-term Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate during period (as a percent) | 1.00% | ||||||||
Federal Funds Rate | Term Loan Facility | Amended Term Loan Facility 2016 | Medium-term Notes | ESH REIT | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate during period (as a percent) | 1.00% | ||||||||
Federal Funds Rate | Revolving Credit Facility | ESH REIT 2016 Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on base rate (as a percent) | 0.50% | ||||||||
Federal Funds Rate | Revolving Credit Facility | Corporation 2016 Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on base rate (as a percent) | 0.50% | ||||||||
LIBOR Plus Rate | Term Loan Facility | ESH REIT 2016 Term Facility | Medium-term Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on base rate (as a percent) | 1.00% | ||||||||
Interest rate during period (as a percent) | 1.50% | ||||||||
Base Rate | Term Loan Facility | ESH REIT 2016 Term Facility | Medium-term Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Early redemption period | 1 day | 1 day | |||||||
Voluntary prepayment | 60,000,000 | ||||||||
Write off of deferred financing costs | $ 600,000 | ||||||||
Base Rate | Term Loan Facility | Amended Term Loan Facility 2016 | Medium-term Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on base rate (as a percent) | 1.25% | ||||||||
Base Rate | Term Loan Facility | Amended Term Loan Facility 2016 | Medium-term Notes | ESH REIT | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on base rate (as a percent) | 1.25% | ||||||||
Base Rate | Revolving Credit Facility | Corporation 2016 Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on base rate (as a percent) | 2.00% | ||||||||
Libor Plus Rate Other than Level 1 Period | Term Loan Facility | Amended Term Loan Facility 2016 | Medium-term Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on base rate (as a percent) | 2.25% | ||||||||
Libor Plus Rate Other than Level 1 Period | Term Loan Facility | Amended Term Loan Facility 2016 | Medium-term Notes | ESH REIT | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on base rate (as a percent) | 2.25% | ||||||||
Minimum | Revolving Credit Facility | ESH REIT 2016 Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Fee on unutilized revolving credit facility (percent) | 0.175% | ||||||||
Minimum | Revolving Credit Facility | ESH REIT 2016 Revolving Credit Facility | ESH REIT | |||||||||
Debt Instrument [Line Items] | |||||||||
Fee on unutilized revolving credit facility (percent) | 0.175% | ||||||||
Minimum | Revolving Credit Facility | Corporation 2016 Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Fee on unutilized revolving credit facility (percent) | 0.175% | ||||||||
Minimum | LIBOR | ESH REIT 2016 Revolving Credit Facility | ESH REIT | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on base rate (as a percent) | 2.25% | ||||||||
Minimum | LIBOR | Revolving Credit Facility | ESH REIT 2016 Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on base rate (as a percent) | 2.25% | ||||||||
Minimum | Total Net Leverage Ratio | ESH REIT 2016 Revolving Credit Facility | ESH REIT | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on base rate (as a percent) | 1.25% | ||||||||
Minimum | Base Rate | Revolving Credit Facility | ESH REIT 2016 Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on base rate (as a percent) | 1.25% | ||||||||
Maximum | Revolving Credit Facility | ESH REIT 2016 Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Fee on unutilized revolving credit facility (percent) | 0.35% | ||||||||
Maximum | Revolving Credit Facility | ESH REIT 2016 Revolving Credit Facility | ESH REIT | |||||||||
Debt Instrument [Line Items] | |||||||||
Fee on unutilized revolving credit facility (percent) | 0.35% | ||||||||
Maximum | Revolving Credit Facility | Corporation 2016 Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Fee on unutilized revolving credit facility (percent) | 0.35% | ||||||||
Maximum | LIBOR | ESH REIT 2016 Revolving Credit Facility | ESH REIT | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on base rate (as a percent) | 2.75% | ||||||||
Maximum | LIBOR | Revolving Credit Facility | ESH REIT 2016 Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on base rate (as a percent) | 2.75% | ||||||||
Maximum | Total Net Leverage Ratio | ESH REIT 2016 Revolving Credit Facility | ESH REIT | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on base rate (as a percent) | 1.75% | ||||||||
Maximum | Base Rate | Revolving Credit Facility | ESH REIT 2016 Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on base rate (as a percent) | 1.75% | ||||||||
Debt Instrument, Redemption, Period Three | Minimum | ESH REIT 2025 Notes | ESH REIT | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price as a percentage of principal repayment | 100.00% | ||||||||
Debt Instrument, Redemption, Period Three | Maximum | ESH REIT 2025 Notes | ESH REIT | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price as a percentage of principal repayment | 102.625% | ||||||||
Debt Instrument, Redemption, Period Two | ESH REIT 2025 Notes | ESH REIT | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price as a percentage of principal repayment | 100.00% | ||||||||
Debt Instrument, Redemption, Period One | ESH REIT 2025 Notes | ESH REIT | |||||||||
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% | ||||||||
Change of Control | ESH REIT 2025 Notes | ESH REIT | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price as a percentage of principal repayment | 101.00% | ||||||||
Mandatorily Redeemable Preferred Stock | |||||||||
Debt Instrument [Line Items] | |||||||||
Preferred stock, redemption rate (percent) | 8.00% | 8.00% | 8.00% | ||||||
Estimated fair value | $ 7,100,000 | $ 7,100,000 |
Debt (Summary of Components of
Debt (Summary of Components of Interest Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Entity Information [Line Items] | ||
Contractual interest | $ 28,962 | $ 30,320 |
Amortization of deferred financing costs and debt discount | 2,015 | 2,024 |
Debt extinguishment and other costs | 720 | 1,285 |
Interest Income | (57) | (23) |
Total | 31,640 | 33,606 |
ESH REIT | ||
Entity Information [Line Items] | ||
Contractual interest | 28,820 | 30,521 |
Amortization of deferred financing costs and debt discount | 1,988 | 1,997 |
Debt extinguishment and other costs | 691 | 1,235 |
Interest Income | (4) | (1) |
Total | $ 31,495 | $ 33,752 |
Debt (Future Maturities of Debt
Debt (Future Maturities of Debt) (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Debt Instrument [Line Items] | |
Remainder of 2018 | $ 9,179 |
2,019 | 12,238 |
2,020 | 12,238 |
2,021 | 12,238 |
2,022 | 12,238 |
Thereafter | 2,462,616 |
Total | $ 2,520,747 |
Mandatory prepayments are required up to a certain amount of excess cash flow (percent) | 50.00% |
ESH REIT | |
Debt Instrument [Line Items] | |
Remainder of 2018 | $ 9,179 |
2,019 | 12,238 |
2,020 | 12,238 |
2,021 | 12,238 |
2,022 | 12,238 |
Thereafter | 2,462,616 |
Total | $ 2,520,747 |
Mandatory prepayments are required up to a certain amount of excess cash flow (percent) | 50.00% |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Details) | 3 Months Ended | |||
Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Jan. 01, 2018USD ($) | Sep. 30, 2016 | |
Derivative [Line Items] | ||||
Notional amount | $ 350,000,000 | |||
Reduction of outstanding derivative amount | 50,000,000 | |||
Cumulative effect adjustment | 0 | |||
Designated as Hedging Instrument | Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Derivative rate (as a percent) | 1.175% | |||
Reduction of outstanding derivative amount | 50,000,000 | |||
Hedge proceeds received | 400,000 | $ 700,000 | ||
Gain to be reclassified to earnings in next twelve months | 3,100,000 | |||
ESH REIT | ||||
Derivative [Line Items] | ||||
Cumulative effect adjustment | 0 | |||
ESH REIT | Designated as Hedging Instrument | Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Notional amount | 350,000,000 | |||
Hedge proceeds received | 400,000 | $ 700,000 | ||
Gain to be reclassified to earnings in next twelve months | 3,100,000 | |||
Term Loan Facility | Medium-term Notes | ESH REIT 2016 Term Facility | ||||
Derivative [Line Items] | ||||
Notional amount | 350,000,000 | |||
Term Loan Facility | Medium-term Notes | ESH REIT 2016 Term Facility | ESH REIT | ||||
Derivative [Line Items] | ||||
Derivative rate (as a percent) | 1.175% | |||
Notional amount | 350,000,000 | |||
Term Loan Facility | LIBOR | Medium-term Notes | ESH REIT 2016 Term Facility | ESH REIT | ||||
Derivative [Line Items] | ||||
LIBOR floor | 0.0075 | |||
Accumulated Other Comprehensive Income (Loss) | ||||
Derivative [Line Items] | ||||
Cumulative effect adjustment | (377,000) | |||
Accumulated Other Comprehensive Income (Loss) | ESH REIT | ||||
Derivative [Line Items] | ||||
Cumulative effect adjustment | (664,000) | |||
Accumulated Other Comprehensive Income (Loss) | Accounting Standards Update 2017-12 | ||||
Derivative [Line Items] | ||||
Cumulative effect adjustment | (700,000) | $ (700,000) | ||
Accumulated Other Comprehensive Income (Loss) | Accounting Standards Update 2017-12 | ESH REIT | ||||
Derivative [Line Items] | ||||
Cumulative effect adjustment | (700,000) | |||
Retained Earnings (Accumulated Deficit) | ||||
Derivative [Line Items] | ||||
Cumulative effect adjustment | $ 377,000 | |||
Retained Earnings (Accumulated Deficit) | Accounting Standards Update 2017-12 | ||||
Derivative [Line Items] | ||||
Cumulative effect adjustment | 700,000 | |||
Retained Earnings (Accumulated Deficit) | Accounting Standards Update 2017-12 | ESH REIT | ||||
Derivative [Line Items] | ||||
Cumulative effect adjustment | $ 700,000 |
Derivative Instruments (Schedul
Derivative Instruments (Schedule of Derivative Instruments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Jan. 01, 2018 | |
Derivative [Line Items] | ||||
Interest rate cash flow hedge gain, net of tax | $ 1,698 | $ (456) | ||
Cumulative effect adjustment | 0 | |||
Designated as Hedging Instrument | Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Fair value of interest rate swap | 8,260 | $ 6,387 | ||
Interest rate cash flow hedge gain, net of tax | 7,027 | 5,992 | ||
Change in fair value effective portion | 1,700 | 1,400 | ||
Amortization of accumulated other comprehensive income | 700 | |||
Designated as Hedging Instrument | Interest Rate Swap | Other Nonoperating Income (Expense) | ||||
Derivative [Line Items] | ||||
Interest rate cash flow hedge gain, net of tax | 0 | 1,242 | ||
Designated as Hedging Instrument | Interest Rate Swap | Interest expense, net | ||||
Derivative [Line Items] | ||||
Interest rate cash flow hedge gain, net of tax | (421) | 681 | ||
ESH REIT | ||||
Derivative [Line Items] | ||||
Interest rate cash flow hedge gain, net of tax | 1,884 | (583) | ||
Cumulative effect adjustment | 0 | |||
ESH REIT | Designated as Hedging Instrument | Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Fair value of interest rate swap | 8,260 | 6,387 | ||
Interest rate cash flow hedge gain, net of tax | 8,258 | 7,038 | ||
Change in fair value effective portion | 1,900 | |||
ESH REIT | Designated as Hedging Instrument | Interest Rate Swap | Other Nonoperating Income (Expense) | ||||
Derivative [Line Items] | ||||
Interest rate cash flow hedge gain, net of tax | 0 | 1,242 | ||
Amortization of accumulated other comprehensive income | 700 | |||
Removal of LIBOR floor | $ (300) | |||
ESH REIT | Designated as Hedging Instrument | Interest Rate Swap | Interest expense, net | ||||
Derivative [Line Items] | ||||
Interest rate cash flow hedge gain, net of tax | (421) | 681 | ||
Accumulated Other Comprehensive Income (Loss) | ||||
Derivative [Line Items] | ||||
Interest rate cash flow hedge gain, net of tax | 884 | (201) | ||
Cumulative effect adjustment | (377) | |||
Accumulated Other Comprehensive Income (Loss) | ESH REIT | ||||
Derivative [Line Items] | ||||
Interest rate cash flow hedge gain, net of tax | 1,884 | $ (583) | ||
Cumulative effect adjustment | (664) | |||
Accumulated Other Comprehensive Income (Loss) | Accounting Standards Update 2017-12 | ||||
Derivative [Line Items] | ||||
Cumulative effect adjustment | $ (700) | $ (700) | ||
Accumulated Other Comprehensive Income (Loss) | Accounting Standards Update 2017-12 | ESH REIT | ||||
Derivative [Line Items] | ||||
Cumulative effect adjustment | $ (700) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | |
Income Taxes [Line Items] | |||
Provision (benefit) for income taxes | $ 5,797 | $ 4,483 | |
Effective tax rate, percent | 15.70% | 21.80% | |
Effective tax rate differs from federal statutory rate, percent | 21.00% | ||
Provisional tax expense | $ 4,100 | ||
ESH REIT | |||
Income Taxes [Line Items] | |||
Dividend subject to corporate income tax, percent | 57.00% | ||
Provision (benefit) for income taxes | $ 35 | $ (418) | |
State and Local Jurisdiction | ESH REIT | |||
Income Taxes [Line Items] | |||
Provision (benefit) for income taxes | $ 100 | $ (400) | |
Effective tax rate, percent | 0.10% | 2.50% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | |||||||
Mar. 31, 2018USD ($)shares | May 31, 2017lease | Mar. 31, 2017USD ($) | Mar. 31, 2018USD ($)leaseshares | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($)shares | Aug. 30, 2016USD ($) | Nov. 18, 2013shares | Nov. 05, 2013shares | |
Related Party Transaction [Line Items] | |||||||||
Approximate percentage of ownership of common stock (as a percent) | 57.00% | 57.00% | |||||||
Common distributions | $ 11,788,000 | $ 7,957,000 | |||||||
Common stock, shares issued (shares) | shares | 190,631,604 | 190,631,604 | 192,099,933 | 1 | |||||
Class B common stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, shares issued (shares) | shares | 1 | ||||||||
ESH REIT | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of leases | lease | 4 | 3 | |||||||
Fixed rental revenues | $ 113,300,000 | 116,300,000 | |||||||
Expenses from related party | $ 2,700,000 | 2,400,000 | |||||||
Approximate percentage of ownership of common stock (as a percent) | 57.00% | 57.00% | |||||||
Common distributions | $ 66,871,000 | 67,153,000 | |||||||
Common stock, shares issued (shares) | shares | 1 | ||||||||
ESH REIT | Class A common stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Approximate percentage of ownership of common stock (as a percent) | 57.00% | 57.00% | |||||||
Common distributions | $ 37,600,000 | 37,600,000 | |||||||
Common stock, shares issued (shares) | shares | 250,493,583 | 250,493,583 | 250,493,583 | ||||||
ESH REIT | Class B common stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, value | $ 100,000 | ||||||||
Common stock, shares issued (shares) | shares | 190,631,604 | 190,631,604 | 192,099,933 | ||||||
Issuance of common stock (shares) | shares | 5,100 | ||||||||
Restricted stock, granted (shares) | shares | 1,000,000 | ||||||||
Shares expected to be issued (shares) | shares | 1,000,000 | 1,000,000 | |||||||
September 2016 Restricted Stock Unit Settlement | ESH REIT | Class B common stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, value | $ 2,300,000 | $ 1,700,000 | |||||||
Common stock, shares issued (shares) | shares | 300,000 | 300,000 | |||||||
Equity Based Awards | ESH REIT | Corporation | |||||||||
Related Party Transaction [Line Items] | |||||||||
Total equity-based compensation | $ 300,000 | 400,000 | |||||||
Line of Credit | Unsecured Debt | Unsecured Intercompany Facility | |||||||||
Related Party Transaction [Line Items] | |||||||||
Maximum unsecured intercompany credit facility amount | $ 300,000,000 | 300,000,000 | |||||||
Line of Credit | Unsecured Debt | Unsecured Intercompany Facility | ESH REIT | |||||||||
Related Party Transaction [Line Items] | |||||||||
Revolving credit facility, capacity | 0 | 0 | $ 0 | $ 75,000,000 | |||||
Interest expense, related party | 0 | $ 600,000 | |||||||
Maximum unsecured intercompany credit facility amount | $ 300,000,000 | $ 300,000,000 | |||||||
Performance Based Awards | ESH REIT | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of award vest | 100.00% |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transaction Balances (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Working capital and other: | ||
Percentage rents | $ 35,300 | |
Fixed minimum rents | 39,300 | |
ESH REIT | ||
Leases: | ||
Rents receivable | 18,239 | $ 3,704 |
Deferred rents receivable | 16,551 | 24,388 |
Unearned rental revenues | (74,601) | (40,523) |
Working capital and other: | ||
Ordinary working capital | (11,774) | (8,441) |
Equity awards receivable | (293) | 1,386 |
Total working capital and other | $ (12,067) | $ (7,055) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands, shares in Millions | Mar. 16, 2017claim | Mar. 31, 2018USD ($)LetterOfCreditleaserenewal_optionHotelpropertyshares | Mar. 31, 2017USD ($) |
Commitment And Contingencies [Line Items] | |||
Rent expense on office and ground leases | $ 800 | $ 800 | |
Cost related to other commitments, number of properties | property | 1 | ||
Cost related to other commitments | $ 100 | 100 | |
Number of outstanding letters of credit | LetterOfCredit | 1 | ||
Letters of credit outstanding | $ 200 | ||
Paired shares repurchased and retired, amount | 23,124 | ||
Sweeting v. Extended Stay America, Inc. et al | |||
Commitment And Contingencies [Line Items] | |||
Personal injury actions | claim | 3 | ||
Sweeting v. Extended Stay America, Inc. et al | Settled Litigation | |||
Commitment And Contingencies [Line Items] | |||
Personal injury actions | claim | 1 | ||
Sweeting v. Extended Stay America, Inc. et al | Pending Litigation | |||
Commitment And Contingencies [Line Items] | |||
Personal injury actions | claim | 2 | ||
Corporate Office Lease | |||
Commitment And Contingencies [Line Items] | |||
Renewal term (years) | 5 years | ||
Number of renewal options | renewal_option | 2 | ||
ESH REIT | |||
Commitment And Contingencies [Line Items] | |||
Number of properties subject to ground leases | Hotel | 4 | ||
Leases with multiple renewal options | lease | 3 | ||
Rent expense on office and ground leases | $ 400 | 400 | |
Cost related to other commitments | $ 100 | 100 | |
Paired shares repurchased and retired, amount | $ 8,543 | ||
ESH REIT | Sweeting v. Extended Stay America, Inc. et al | |||
Commitment And Contingencies [Line Items] | |||
Personal injury actions | claim | 3 | ||
ESH REIT | Sweeting v. Extended Stay America, Inc. et al | Settled Litigation | |||
Commitment And Contingencies [Line Items] | |||
Personal injury actions | claim | 1 | ||
ESH REIT | Sweeting v. Extended Stay America, Inc. et al | Pending Litigation | |||
Commitment And Contingencies [Line Items] | |||
Personal injury actions | claim | 2 | ||
ESH REIT | Minimum | |||
Commitment And Contingencies [Line Items] | |||
Renewal term (years) | 5 years | ||
ESH REIT | Maximum | |||
Commitment And Contingencies [Line Items] | |||
Renewal term (years) | 10 years | ||
Paired Share Repurchase Commitment | |||
Commitment And Contingencies [Line Items] | |||
Paired shares repurchased and retired (shares) | shares | 0.1 | ||
Paired shares repurchased and retired, amount | $ 1,500 | ||
Paired Share Repurchase Commitment | ESH REIT | |||
Commitment And Contingencies [Line Items] | |||
Paired shares repurchased and retired (shares) | shares | 0.1 | ||
Paired shares repurchased and retired, amount | $ 900 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
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 (shares) | 5,000,000 | |
Unrecognized compensation cost | $ 14,318 | |
ESH REIT | Class B common stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock, granted (shares) | 1,000,000 | |
Shares expected to be issued (shares) | 1,000,000 | |
General and Administrative Expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation | $ 2,400 | $ 2,700 |
Service-Based Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares granted for the period (shares) | 303,000 | |
Granted fair value per award (dollars per share) | $ 19.04 | |
Performance Based Awards | ESH REIT | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of award vest | 100.00% | |
Minimum | Service-Based Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards vesting period (years) | 2 years | |
Minimum | Performance Based Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of award vest | 0.00% | |
Maximum | Service-Based Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards vesting period (years) | 4 years | |
Maximum | Performance Based Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of award vest | 200.00% |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Unrecognized Compensation Cost (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Compensation Expense Related to Outstanding Awards | $ 14,318 |
RSUs with service vesting conditions | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Compensation Expense Related to Outstanding Awards | $ 8,694 |
Remaining Weighted-Average Amortization Period (in years) | 2 years 5 months |
RSUs with performance vesting conditions | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Compensation Expense Related to Outstanding Awards | $ 973 |
Remaining Weighted-Average Amortization Period (in years) | 10 months |
RSUs with market vesting conditions | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Compensation Expense Related to Outstanding Awards | $ 4,651 |
Remaining Weighted-Average Amortization Period (in years) | 2 years 5 months |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Restricted Stock Award and Restricted Stock Unit Activity (Detail) shares in Thousands | 3 Months Ended |
Mar. 31, 2018$ / 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 | 602 |
RSAs/RSUs granted (shares) | shares | 303 |
RSAs/RSUs settled (shares) | shares | (317) |
RSAs/RSUs forfeited (shares) | shares | (5) |
Outstanding RSAs/RSUs-Ending Balance (shares) | shares | 583 |
Vested RSAs/RSUs (shares) | shares | 1 |
Nonvested RSAs/RSUs (shares) | shares | 582 |
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 | $ 17.06 |
Weighted-Average Grant-Date Fair Value per RSA/RSU, granted (dollars per share) | $ / shares | 19.04 |
Weighted-Average Grant-Date Fair Value per RSA/RSU, settled (dollars per share) | $ / shares | 13.42 |
Weighted-Average Grant-Date Fair Value per RSA/RSU, forfeited (dollars per share) | $ / shares | 16.17 |
Weighted-Average Grant-Date Fair Value per RSA/RSU, Outstanding Ending Balance (dollars per share) | $ / shares | 17.87 |
Vested RSAs/RSUs (dollars per share) | $ / shares | 16.44 |
Nonvested RSAs/RSUs (dollars per share) | $ / shares | $ 17.88 |
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 | 153 |
RSAs/RSUs granted (shares) | shares | 56 |
RSAs/RSUs settled (shares) | shares | (153) |
RSAs/RSUs forfeited (shares) | shares | 0 |
Outstanding RSAs/RSUs-Ending Balance (shares) | shares | 56 |
Vested RSAs/RSUs (shares) | shares | 0 |
Nonvested RSAs/RSUs (shares) | shares | 56 |
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 | $ 17.45 |
Weighted-Average Grant-Date Fair Value per RSA/RSU, granted (dollars per share) | $ / shares | 19.52 |
Weighted-Average Grant-Date Fair Value per RSA/RSU, settled (dollars per share) | $ / shares | 17.45 |
Weighted-Average Grant-Date Fair Value per RSA/RSU, forfeited (dollars per share) | $ / shares | |
Weighted-Average Grant-Date Fair Value per RSA/RSU, Outstanding Ending Balance (dollars per share) | $ / shares | 19.52 |
Vested RSAs/RSUs (dollars per share) | $ / shares | 0 |
Nonvested RSAs/RSUs (dollars per share) | $ / shares | $ 19.52 |
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 | 211 |
RSAs/RSUs granted (shares) | shares | 202 |
RSAs/RSUs settled (shares) | shares | (41) |
RSAs/RSUs forfeited (shares) | shares | 0 |
Outstanding RSAs/RSUs-Ending Balance (shares) | shares | 372 |
Vested RSAs/RSUs (shares) | shares | 0 |
Nonvested RSAs/RSUs (shares) | shares | 372 |
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 | $ 16.46 |
Weighted-Average Grant-Date Fair Value per RSA/RSU, granted (dollars per share) | $ / shares | 17.41 |
Weighted-Average Grant-Date Fair Value per RSA/RSU, settled (dollars per share) | $ / shares | 20.76 |
Weighted-Average Grant-Date Fair Value per RSA/RSU, forfeited (dollars per share) | $ / shares | |
Weighted-Average Grant-Date Fair Value per RSA/RSU, Outstanding Ending Balance (dollars per share) | $ / shares | 15.46 |
Vested RSAs/RSUs (dollars per share) | $ / shares | 0 |
Nonvested RSAs/RSUs (dollars per share) | $ / shares | $ 15.46 |
Equity-Based Compensation (Perf
Equity-Based Compensation (Performance-Based Awards) - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2018 | |
Performance Based Awards | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of award vest | 0.00% |
Performance Based Awards | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of award vest | 200.00% |
Market Based Awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Awards vesting period (years) | 3 years |
Market Based Awards | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of award vest | 0.00% |
Market Based Awards | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of award vest | 150.00% |
Equity-Based Compensation - S57
Equity-Based Compensation - Summary of Key Assumptions Used for Fair Value (Details) - Performance Based Awards | 3 Months Ended |
Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected holding period (years) | 2 years 10 months 8 days |
Risk-free rate of return (percent) | 2.37% |
Expected dividend yield (percent) | 4.61% |
Segments - Schedule of Operatin
Segments - Schedule of Operating Segments Evaluated on Income from Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenue | $ 297,767 | $ 290,991 |
Other revenues from franchised and managed properties | 1,659 | 0 |
Income (loss) from operations: | 68,729 | 52,931 |
Impairment charges | 43,600 | 12,423 |
Operating Segments | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenue | 296,994 | 291,864 |
Income (loss) from operations: | 75,971 | 62,178 |
Operating Segments | Owned | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenue | 295,485 | 290,991 |
Income (loss) from operations: | 74,462 | 61,305 |
Impairment charges | 43,600 | 12,400 |
Operating Segments | Franchised and Managed | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenue | 1,509 | 873 |
Income (loss) from operations: | 1,509 | 873 |
Intellectual property fees | 900 | 900 |
Corporate and Other | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenue | 21,330 | 19,631 |
Income (loss) from operations: | (7,242) | (9,247) |
Intersegment Eliminations | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenue | $ (22,216) | $ (20,504) |
Segments - Schedule of Assets a
Segments - Schedule of Assets and Capital Expenditures of Operating Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||
Assets | $ 3,991,214 | $ 4,076,005 | |
Capital expenditures | 33,572 | $ 48,447 | |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Assets | 3,915,036 | 4,031,605 | |
Capital expenditures | 33,456 | 48,150 | |
Operating Segments | Owned | |||
Segment Reporting Information [Line Items] | |||
Assets | 3,904,309 | 4,021,672 | |
Capital expenditures | 33,456 | 48,150 | |
Operating Segments | Franchised and Managed | |||
Segment Reporting Information [Line Items] | |||
Assets | 10,727 | 9,933 | |
Capital expenditures | 0 | 0 | |
Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Assets | 115,807 | 85,215 | |
Capital expenditures | 116 | $ 297 | |
Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Assets | $ (39,629) | $ (40,815) |
Revenue From Contracts With C60
Revenue From Contracts With Customers - Additional Information (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Jan. 01, 2018 |
Revenue from Contract with Customer [Abstract] | ||
Contract liability | $ 12.5 | $ 9.3 |
Revenue From Contracts With C61
Revenue From Contracts With Customers - Disaggregation by Booking Source (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Disaggregation of Revenue [Line Items] | |
Total room revenues(1) | $ 290,210 |
Other Hotel Revenues | |
Disaggregation of Revenue [Line Items] | |
Total room revenues(1) | 5,300 |
Property direct | |
Disaggregation of Revenue [Line Items] | |
Total room revenues(1) | 93,386 |
Central call center | |
Disaggregation of Revenue [Line Items] | |
Total room revenues(1) | 68,464 |
Proprietary website | |
Disaggregation of Revenue [Line Items] | |
Total room revenues(1) | 49,859 |
Third-party intermediaries | |
Disaggregation of Revenue [Line Items] | |
Total room revenues(1) | 50,770 |
Travel agency global distribution systems | |
Disaggregation of Revenue [Line Items] | |
Total room revenues(1) | $ 27,731 |
Revenue From Contracts With C62
Revenue From Contracts With Customers - Disaggregation by Length of Guest Stay (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Disaggregation of Revenue [Line Items] | |
Total room revenues(1) | $ 290,210 |
Other Hotel Revenues | |
Disaggregation of Revenue [Line Items] | |
Total room revenues(1) | 5,300 |
1-6 nights | |
Disaggregation of Revenue [Line Items] | |
Total room revenues(1) | 105,030 |
7-29 nights | |
Disaggregation of Revenue [Line Items] | |
Total room revenues(1) | 60,764 |
30 nights | |
Disaggregation of Revenue [Line Items] | |
Total room revenues(1) | $ 124,416 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Apr. 26, 2018 | Apr. 25, 2018 | Mar. 31, 2018 | Mar. 31, 2017 |
Subsequent Event [Line Items] | ||||
Common distributions, per common share (dollars per share) | $ 0.06 | $ 0.04 | ||
Paired shares repurchased and retired, amount | $ 23,124 | |||
ESH REIT | ||||
Subsequent Event [Line Items] | ||||
Paired shares repurchased and retired, amount | $ 8,543 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Common distributions, per common share (dollars per share) | $ 0.06 | |||
Paired shares repurchased and retired, amount | $ 9,100 | |||
Subsequent Event | ESH REIT | ||||
Subsequent Event [Line Items] | ||||
Common distributions, per common share (dollars per share) | $ 0.16 | |||
Paired shares repurchased and retired (shares) | 0.7 | |||
Paired shares repurchased and retired, amount | $ 5,200 |