Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 26, 2019 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | STAY | |
Entity Registrant Name | Extended Stay America, Inc. | |
Entity Central Index Key | 0001581164 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 188,412,376 | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
ESH REIT | ||
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | ESH Hospitality, Inc. | |
Entity Central Index Key | 0001507563 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
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 | 188,412,376 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
ASSETS | ||
PROPERTY AND EQUIPMENT - Net of accumulated depreciation of $1,260,835 and $1,218,105 | $ 3,455,386 | $ 3,453,632 |
RESTRICTED CASH | 15,943 | 15,878 |
CASH AND CASH EQUIVALENTS | 287,993 | 287,458 |
INTANGIBLE ASSETS - Net of accumulated amortization of $11,461 and $11,065 | 28,640 | 28,714 |
GOODWILL | 45,192 | 45,192 |
ACCOUNTS RECEIVABLE - Net of allowance for doubtful accounts of $2,440 and $2,075 | 21,355 | 19,769 |
DEFERRED TAX ASSETS | 7,608 | 7,309 |
OTHER ASSETS | 60,769 | 66,258 |
TOTAL ASSETS | 3,922,886 | 3,924,210 |
LIABILITIES: | ||
Term loan facilities payable - Net of unamortized deferred financing costs and debt discount of $14,082 and $14,879 | 1,119,668 | 1,121,713 |
Senior notes payable - Net of unamortized deferred financing costs and debt discount of $25,172 and $26,206 | 1,274,828 | 1,273,794 |
Mandatorily redeemable preferred stock - $0.01 par value, $1,000 redemption value, 8.0%, 350,000,000 shares authorized, 7,130 shares issued and outstanding | 7,130 | 7,130 |
Finance lease liabilities | 3,469 | 3,360 |
Accounts payable and accrued liabilities | 221,140 | 207,574 |
Total liabilities | 2,626,235 | 2,613,571 |
COMMITMENTS AND CONTINGENCIES (Note 11) | ||
EQUITY: | ||
Common stock - $0.01 par value, 3,500,000,000 shares authorized, 188,403,532 and 188,219,605 shares issued and outstanding | 1,884 | 1,882 |
Additional paid in capital | 750,135 | 749,219 |
Retained earnings | 41,116 | 32,432 |
Accumulated other comprehensive income | 1,774 | 2,488 |
Total Extended Stay America, Inc. shareholders’ equity | 794,909 | 786,021 |
Noncontrolling interests | 501,742 | 524,618 |
Total equity | 1,296,651 | 1,310,639 |
TOTAL LIABILITIES AND EQUITY | $ 3,922,886 | $ 3,924,210 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Entity Information [Line Items] | ||
Accumulated depreciation | $ 1,260,835,000 | $ 1,218,105,000 |
Accumulated amortization of intangible assets | 11,461,000 | 11,065,000 |
Allowance for doubtful accounts | 2,440,000 | 2,075,000 |
Unamortized deferred financing costs | $ 28,748,000 | $ 30,184,000 |
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) | 188,403,532 | 188,219,605 |
Common stock, shares outstanding (shares) | 188,403,532 | 188,219,605 |
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) | 7,130 | 7,130 |
Preferred stock, outstanding (shares) | 7,130 | 7,130 |
ESH REIT 2025 Notes | ||
Entity Information [Line Items] | ||
Unamortized deferred financing costs | $ 25,172,000 | $ 26,206,000 |
Term Loan Facility | ||
Entity Information [Line Items] | ||
Unamortized deferred financing costs | $ 14,082,000 | $ 14,879,000 |
CONDENSED CONSOLIDATED BALANC_3
CONDENSED CONSOLIDATED BALANCE SHEETS - REIT - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
ASSETS | ||
PROPERTY AND EQUIPMENT - Net of accumulated depreciation of $1,258,072 and $1,215,899 | $ 3,455,386 | $ 3,453,632 |
CASH AND CASH EQUIVALENTS | 287,993 | 287,458 |
INTANGIBLE ASSETS - Net of accumulated amortization of $97 and $36 | 28,640 | 28,714 |
GOODWILL | 45,192 | 45,192 |
OTHER ASSETS | 60,769 | 66,258 |
TOTAL ASSETS | 3,922,886 | 3,924,210 |
LIABILITIES: | ||
Term loan facilities payable - Net of unamortized deferred financing costs and debt discount of $14,082 and $14,879 | 1,119,668 | 1,121,713 |
Senior notes payable - Net of unamortized deferred financing costs and debt discount of $25,172 and $26,206 | 1,274,828 | 1,273,794 |
Finance lease liabilities | 3,469 | 3,360 |
Accounts payable and accrued liabilities | 221,140 | 207,574 |
Total liabilities | 2,626,235 | 2,613,571 |
COMMITMENTS AND CONTINGENCIES (Note 10) | ||
EQUITY: | ||
Common stock - Class A: $0.01 par value, 4,300,000,000 shares authorized, 250,493,583 shares issued and outstanding; Class B: $0.01 par value, 7,800,000,000 shares authorized, 188,403,532 and 188,219,605 shares issued and outstanding | 1,884 | 1,882 |
Additional paid in capital | 750,135 | 749,219 |
Retained earnings | 41,116 | 32,432 |
Accumulated other comprehensive income | 1,774 | 2,488 |
Total equity | 1,296,651 | 1,310,639 |
TOTAL LIABILITIES AND EQUITY | 3,922,886 | 3,924,210 |
ESH REIT | ||
ASSETS | ||
PROPERTY AND EQUIPMENT - Net of accumulated depreciation of $1,258,072 and $1,215,899 | 3,468,480 | 3,467,645 |
CASH AND CASH EQUIVALENTS | 159,444 | 178,538 |
RENTS RECEIVABLE FROM EXTENDED STAY AMERICA, INC. (Note 9) | 10,062 | 4,098 |
DEFERRED RENTS RECEIVABLE FROM EXTENDED STAY AMERICA, INC. (Note 9) | 13,781 | 8,637 |
INTANGIBLE ASSETS - Net of accumulated amortization of $97 and $36 | 3,042 | 2,760 |
GOODWILL | 44,012 | 44,012 |
OTHER ASSETS | 24,026 | 22,692 |
TOTAL ASSETS | 3,722,847 | 3,728,382 |
LIABILITIES: | ||
Term loan facilities payable - Net of unamortized deferred financing costs and debt discount of $14,082 and $14,879 | 1,119,668 | 1,121,713 |
Senior notes payable - Net of unamortized deferred financing costs and debt discount of $25,172 and $26,206 | 1,274,828 | 1,273,794 |
Finance lease liabilities | 3,469 | 3,360 |
Unearned rental revenues from Extended Stay America, Inc. (Note 9) | 70,363 | 37,506 |
Due to Extended Stay America, Inc., net (Note 9) | 9,170 | 12,177 |
Accounts payable and accrued liabilities | 82,123 | 64,658 |
Deferred tax liabilities | 21 | 20 |
Total liabilities | 2,559,642 | 2,513,228 |
COMMITMENTS AND CONTINGENCIES (Note 10) | ||
EQUITY: | ||
Common stock - Class A: $0.01 par value, 4,300,000,000 shares authorized, 250,493,583 shares issued and outstanding; Class B: $0.01 par value, 7,800,000,000 shares authorized, 188,403,532 and 188,219,605 shares issued and outstanding | 4,389 | 4,387 |
Additional paid in capital | 1,091,456 | 1,090,809 |
Preferred stock - no par value, $1,000 liquidation value, 125 shares authorized, issued and outstanding | 73 | 73 |
Retained earnings | 63,185 | 114,096 |
Accumulated other comprehensive income | 4,102 | 5,789 |
Total equity | 1,163,205 | 1,215,154 |
TOTAL LIABILITIES AND EQUITY | $ 3,722,847 | $ 3,728,382 |
CONDENSED CONSOLIDATED BALANC_4
CONDENSED CONSOLIDATED BALANCE SHEETS - REIT (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Accumulated depreciation | $ 1,260,835 | $ 1,218,105 |
Accumulated amortization of intangible assets | $ 11,461 | $ 11,065 |
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) | 188,403,532 | 188,219,605 |
Common stock, shares outstanding (shares) | 188,403,532 | 188,219,605 |
Class B common stock | ||
Common stock, par value (dollars per share) | $ 0.01 | |
Common stock, shares issued (shares) | 1 | |
ESH REIT | ||
Accumulated depreciation | $ 1,258,072 | $ 1,215,899 |
Accumulated amortization of intangible assets | $ 97 | $ 36 |
Common stock, par value (dollars per share) | $ 0.01 | |
Common stock, shares issued (shares) | 1 | |
Preferred stock, redemption value (dollars per share) | $ 1,000 | $ 1,000 |
Preferred stock, authorized (shares) | 125 | 125 |
Preferred stock, issued (shares) | 125 | 125 |
Preferred stock, outstanding (shares) | 125 | 125 |
ESH REIT | Class A common stock | ||
Common stock, par value (dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 4,300,000,000 | 4,300,000,000 |
Common stock, shares issued (shares) | 250,493,583 | 250,493,583 |
Common stock, shares outstanding (shares) | 250,493,583 | 250,493,583 |
ESH REIT | Class B common stock | ||
Common stock, par value (dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 7,800,000,000 | 7,800,000,000 |
Common stock, shares issued (shares) | 188,403,532 | 188,219,605 |
Common stock, shares outstanding (shares) | 188,403,532 | 188,219,605 |
Term Loan Facility | ESH REIT | ||
Unamortized deferred financing costs and debt discount | $ 14,082 | $ 14,879 |
Senior Notes Payable | ESH REIT | ||
Unamortized deferred financing costs and debt discount | $ 25,172 | $ 26,206 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
REVENUES: | ||
Revenue | $ 277,669,000 | $ 297,767,000 |
OPERATING EXPENSES: | ||
General and administrative expenses | 23,027,000 | 24,961,000 |
Depreciation and amortization | 48,778,000 | 54,015,000 |
Impairment of long-lived assets | 0 | 43,600,000 |
Total hotel expenses | 209,096,000 | 265,206,000 |
Total operating expenses | 213,743,000 | 267,125,000 |
GAIN ON SALE OF HOTEL PROPERTIES (Note 4) | 0 | 38,082,000 |
OTHER INCOME | 27,000 | 5,000 |
INCOME FROM OPERATIONS | 63,953,000 | 68,729,000 |
OTHER NON-OPERATING (INCOME) EXPENSE | (178,000) | 197,000 |
INTEREST EXPENSE, NET | 29,604,000 | 31,640,000 |
INCOME BEFORE INCOME TAX EXPENSE | 34,527,000 | 36,892,000 |
INCOME TAX EXPENSE | 6,123,000 | 5,797,000 |
NET INCOME | 28,404,000 | 31,095,000 |
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (6,470,000) | (16,243,000) |
NET INCOME ATTRIBUTABLE TO EXTENDED STAY AMERICA, INC. COMMON SHAREHOLDERS | $ 21,934,000 | $ 14,852,000 |
NET INCOME PER EXTENDED STAY AMERICA, INC. COMMON SHARE: | ||
Basic (dollars per share) | $ 0.12 | $ 0.08 |
Diluted (dollars per share) | $ 0.12 | $ 0.08 |
WEIGHTED-AVERAGE EXTENDED STAY AMERICA, INC. COMMON SHARES OUTSTANDING: | ||
Basic (shares) | 188,348 | 192,201 |
Diluted (shares) | 188,576 | 192,566 |
Room revenues | ||
REVENUES: | ||
Revenue | $ 267,046,000 | $ 290,210,000 |
Other hotel revenues | ||
REVENUES: | ||
Revenue | 5,303,000 | 5,275,000 |
Franchise and management fees | ||
REVENUES: | ||
Revenue | 1,225,000 | 415,000 |
OPERATING EXPENSES: | ||
Hotel operating expenses | 4,647,000 | 1,919,000 |
Hotel operating expenses | ||
REVENUES: | ||
Revenue | 273,574,000 | 295,900,000 |
OPERATING EXPENSES: | ||
Hotel operating expenses | 137,291,000 | 142,630,000 |
Other revenues from franchised and managed properties | ||
REVENUES: | ||
Revenue | 4,095,000 | 1,867,000 |
OPERATING EXPENSES: | ||
INCOME FROM OPERATIONS | $ (552,000) | $ (52,000) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - REIT - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
OPERATING EXPENSES: | ||
General and administrative expenses | $ 23,027 | $ 24,961 |
Depreciation and amortization | 48,778 | 54,015 |
Total operating expenses | 213,743 | 267,125 |
GAIN ON SALE OF HOTEL PROPERTIES (Note 4) | 0 | 38,082 |
OTHER INCOME | 27 | 5 |
INCOME FROM OPERATIONS | 63,953 | 68,729 |
OTHER NON-OPERATING (INCOME) EXPENSE | (178) | 197 |
INTEREST EXPENSE, NET | 29,604 | 31,640 |
INCOME BEFORE INCOME TAX EXPENSE | 34,527 | 36,892 |
INCOME TAX EXPENSE | 6,123 | 5,797 |
NET INCOME | $ 28,404 | $ 31,095 |
NET INCOME PER EXTENDED STAY AMERICA, INC. COMMON SHARE: | ||
Basic (dollars per share) | $ 0.12 | $ 0.08 |
Diluted (dollars per share) | $ 0.12 | $ 0.08 |
WEIGHTED-AVERAGE EXTENDED STAY AMERICA, INC. COMMON SHARES OUTSTANDING: | ||
Basic (shares) | 188,348 | 192,201 |
Diluted (shares) | 188,576 | 192,566 |
ESH REIT | ||
REVENUES: | ||
REVENUES - Rental revenues from Extended Stay America, Inc. (Note 9) | $ 118,005 | $ 113,331 |
OPERATING EXPENSES: | ||
General and administrative expenses | 3,981 | 4,095 |
Depreciation and amortization | 47,867 | 53,280 |
Total operating expenses | 73,156 | 79,456 |
GAIN ON SALE OF HOTEL PROPERTIES (Note 4) | 0 | 35,410 |
OTHER INCOME | 15 | 28 |
INCOME FROM OPERATIONS | 44,864 | 69,313 |
OTHER NON-OPERATING (INCOME) EXPENSE | (139) | 202 |
INTEREST EXPENSE, NET | 29,934 | 31,495 |
INCOME BEFORE INCOME TAX EXPENSE | 15,069 | 37,616 |
INCOME TAX EXPENSE | 3 | 35 |
NET INCOME | $ 15,066 | $ 37,581 |
ESH REIT | Class A common stock | ||
NET INCOME PER EXTENDED STAY AMERICA, INC. COMMON SHARE: | ||
Basic (dollars per share) | $ 0.03 | $ 0.08 |
Diluted (dollars per share) | $ 0.03 | $ 0.08 |
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 | ||
NET INCOME PER EXTENDED STAY AMERICA, INC. COMMON SHARE: | ||
Basic (dollars per share) | $ 0.03 | $ 0.08 |
Diluted (dollars per share) | $ 0.03 | $ 0.08 |
WEIGHTED-AVERAGE EXTENDED STAY AMERICA, INC. COMMON SHARES OUTSTANDING: | ||
Basic (shares) | 188,348 | 192,201 |
Diluted (shares) | 188,576 | 192,566 |
Hotel operating expenses | ||
OPERATING EXPENSES: | ||
Hotel operating expenses | $ 137,291 | $ 142,630 |
Hotel operating expenses | ESH REIT | ||
OPERATING EXPENSES: | ||
Hotel operating expenses | $ 21,308 | $ 22,081 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
NET INCOME | $ 28,404 | $ 31,095 |
FOREIGN CURRENCY TRANSLATION ADJUSTMENT: | ||
FOREIGN CURRENCY TRANSLATION LOSS | 0 | (52) |
DERIVATIVE ADJUSTMENT: | ||
INTEREST RATE CASH FLOW HEDGE (LOSS) GAIN, NET OF TAX OF $(248) and $174 | (1,438) | 1,698 |
COMPREHENSIVE INCOME | 26,966 | 32,741 |
COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (5,746) | (17,057) |
COMPREHENSIVE INCOME ATTRIBUTABLE TO EXTENDED STAY AMERICA, INC. COMMON SHAREHOLDERS | $ 21,220 | $ 15,684 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Derivatives qualifying as hedges, tax | $ (248) | $ 174 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - REIT - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
NET INCOME | $ 28,404 | $ 31,095 |
OTHER COMPREHENSIVE INCOME, NET OF TAX: | ||
INTEREST RATE CASH FLOW HEDGE (LOSS) GAIN, NET OF TAX OF $1 and $(12) | (1,438) | 1,698 |
COMPREHENSIVE INCOME | 26,966 | 32,741 |
ESH REIT | ||
NET INCOME | 15,066 | 37,581 |
OTHER COMPREHENSIVE INCOME, NET OF TAX: | ||
INTEREST RATE CASH FLOW HEDGE (LOSS) GAIN, NET OF TAX OF $1 and $(12) | (1,687) | 1,884 |
COMPREHENSIVE INCOME | $ 13,379 | $ 39,465 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - REIT (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Entity Information [Line Items] | ||
Derivatives qualifying as hedges, tax | $ (248) | $ 174 |
ESH REIT | ||
Entity Information [Line Items] | ||
Derivatives qualifying as hedges, tax | $ 1 | $ (12) |
CONDENSED CONSOLIDATED STATEM_7
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Class B common stock | Common Stock | Common StockClass B common stock | Additional Paid in Capital | Retained Earnings (Accumulated Deficit) | Retained Earnings (Accumulated Deficit)Class B common stock | Accumulated Other Comprehensive Income | 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, 2017 | 192,100 | |||||||||||
Beginning balance at Dec. 31, 2017 | $ 1,345,847 | $ 1,921 | $ 768,679 | $ 6,917 | $ 3,066 | $ 780,583 | $ 565,264 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income | 31,095 | 14,852 | 14,852 | 16,243 | ||||||||
Foreign currency translation loss, net of tax | (52) | (52) | (52) | 0 | ||||||||
Interest rate cash flow hedge gain, net of tax | 1,698 | 884 | 884 | 814 | ||||||||
Repurchase of Corporation common stock and ESH REIT Class B common stock (Paired Shares) (in shares) | (1,790) | |||||||||||
Repurchase of Corporation common stock and ESH REIT Class B common stock (Paired Shares) | $ (35,179) | $ (18) | $ (22,363) | $ (22,381) | $ (12,798) | |||||||
Corporation common distributions | (11,502) | (5,477) | (6,025) | (11,502) | ||||||||
ESH REIT common distributions - Class B common share | (28,768) | (28,768) | ||||||||||
ESH REIT preferred distributions | (4) | (4) | ||||||||||
Adjustment to noncontrolling interest for change in ownership of ESH REIT | (1,833) | (1,833) | 1,833 | |||||||||
Equity-based compensation (shares) | 322 | |||||||||||
Equity-based compensation | (1,463) | $ 3 | (2,327) | (2,324) | 861 | |||||||
Ending balance (shares) at Mar. 31, 2018 | 190,632 | |||||||||||
Ending balance at Mar. 31, 2018 | 1,301,672 | $ 1,906 | 759,042 | (6,242) | 3,521 | 758,227 | 543,445 | |||||
Beginning balance (shares) at Dec. 31, 2018 | 188,219 | |||||||||||
Beginning balance at Dec. 31, 2018 | 1,310,639 | $ 1,882 | 749,219 | 32,432 | 2,488 | 786,021 | 524,618 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income | 28,404 | 21,934 | 21,934 | 6,470 | ||||||||
Interest rate cash flow hedge gain, net of tax | (1,438) | (714) | (714) | (724) | ||||||||
Corporation common distributions | (13,250) | (13,250) | (13,250) | |||||||||
ESH REIT common distributions - Class B common share | (28,398) | (28,398) | ||||||||||
ESH REIT preferred distributions | (4) | (4) | ||||||||||
Adjustment to noncontrolling interest for change in ownership of ESH REIT | 475 | 475 | (475) | |||||||||
Equity-based compensation (shares) | 184 | |||||||||||
Equity-based compensation | 698 | $ 2 | 441 | 443 | 255 | |||||||
Ending balance (shares) at Mar. 31, 2019 | 188,403 | |||||||||||
Ending balance at Mar. 31, 2019 | $ 1,296,651 | $ 1,884 | $ 750,135 | $ 41,116 | $ 1,774 | $ 794,909 | $ 501,742 |
CONDENSED CONSOLIDATED STATEM_8
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Entity Information [Line Items] | ||
Common distributions, per common share (dollars per share) | $ 0.07 | $ 0.06 |
Class B common stock | ||
Entity Information [Line Items] | ||
Common distributions, per common share (dollars per share) | $ 0.15 | $ 0.15 |
CONDENSED CONSOLIDATED STATEM_9
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - REIT - USD ($) $ in Thousands | Total | ESH REIT | Class B common stock | Common Stock | Common StockESH REIT | Common StockClass A common stockESH REIT | Common StockClass B common stock | Common StockClass B common stockESH REIT | Preferred StockESH REIT | Additional Paid in Capital | Additional Paid in CapitalESH REIT | Retained Earnings (Accumulated Deficit) | Retained Earnings (Accumulated Deficit)ESH REIT | Retained Earnings (Accumulated Deficit)Class B common stock | Accumulated Other Comprehensive Income | Accumulated Other Comprehensive IncomeESH REIT |
Beginning balance (shares) at Dec. 31, 2017 | 192,100,000 | 250,494,000 | 192,100,000 | |||||||||||||
Beginning 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 | |||||
Beginning balance, preferred shares (shares) at Dec. 31, 2017 | 125 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net income | 31,095 | 37,581 | 14,852 | 37,581 | ||||||||||||
Interest rate cash flow hedge gain, net of tax | 1,698 | 1,884 | 884 | 1,884 | ||||||||||||
Repurchase of Class B common stock (in shares) | (1,790,000) | (1,790,000) | ||||||||||||||
Repurchase of Class B common stock | (12,801) | $ (35,179) | (18) | $ (18) | (12,783) | $ (22,363) | ||||||||||
Corporation common distributions | (11,502) | (66,342) | (5,477) | (6,025) | (66,342) | |||||||||||
Preferred distributions | (4) | (4) | (4) | |||||||||||||
Equity-based compensation (shares) | 322,000 | 322,000 | ||||||||||||||
Equity-based compensation | (1,463) | 752 | $ 3 | 3 | (2,327) | 749 | ||||||||||
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 | |||||
Ending balance, preferred shares (shares) at Mar. 31, 2018 | 125 | |||||||||||||||
Beginning balance (shares) at Dec. 31, 2018 | 188,219,000 | 250,494,000 | 188,219,000 | |||||||||||||
Beginning balance at Dec. 31, 2018 | 1,310,639 | $ 1,215,154 | $ 1,882 | 4,387 | $ 73 | 749,219 | 1,090,809 | 32,432 | 114,096 | 2,488 | 5,789 | |||||
Beginning balance, preferred shares (shares) at Dec. 31, 2018 | 125 | 125 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net income | 28,404 | $ 15,066 | 21,934 | 15,066 | ||||||||||||
Interest rate cash flow hedge gain, net of tax | (1,438) | (1,687) | (714) | (1,687) | ||||||||||||
Corporation common distributions | (13,250) | (65,973) | (13,250) | (65,973) | ||||||||||||
Preferred distributions | (4) | (4) | (4) | |||||||||||||
Equity-based compensation (shares) | 184,000 | 184,000 | ||||||||||||||
Equity-based compensation | 698 | 649 | $ 2 | 2 | 441 | 647 | ||||||||||
Ending balance (shares) at Mar. 31, 2019 | 188,403,000 | 250,494,000 | 188,403,000 | |||||||||||||
Ending balance at Mar. 31, 2019 | $ 1,296,651 | $ 1,163,205 | $ 1,884 | $ 4,389 | $ 73 | $ 750,135 | $ 1,091,456 | $ 41,116 | $ 63,185 | $ 1,774 | $ 4,102 | |||||
Ending balance, preferred shares (shares) at Mar. 31, 2019 | 125 | 125 |
CONDENSED CONSOLIDATED STATE_10
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - REIT (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Common distributions, per common share (dollars per share) | $ 0.07 | $ 0.06 |
Class A common stock | ESH REIT | ||
Common distributions, per common share (dollars per share) | 0.15 | 0.15 |
Class B common stock | ||
Common distributions, per common share (dollars per share) | 0.15 | 0.15 |
Class B common stock | ESH REIT | ||
Common distributions, per common share (dollars per share) | $ 0.15 | $ 0.15 |
CONDENSED CONSOLIDATED STATE_11
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | 3 Months Ended | |
Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | |
OPERATING ACTIVITIES: | ||
Net income | $ 28,404,000 | $ 31,095,000 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 48,778,000 | 54,015,000 |
Foreign currency transaction (gain) loss | (178,000) | 197,000 |
Amortization and write-off of deferred financing costs and debt discount | 1,996,000 | 2,625,000 |
Amortization and write-off of above-market ground leases | 0 | (34,000) |
Loss on disposal of property and equipment | 1,376,000 | 1,492,000 |
Gain on sale of hotel properties | 0 | (38,082,000) |
Impairment of long-lived assets | 0 | 43,600,000 |
Equity-based compensation | 2,109,000 | 2,403,000 |
Deferred income tax benefit | (50,000) | (5,485,000) |
Changes in assets and liabilities: | ||
Accounts receivable, net | (1,586,000) | 63,000 |
Other assets | 3,208,000 | 4,938,000 |
Accounts payable and accrued liabilities | 17,982,000 | 21,908,000 |
Net cash provided by operating activities | 102,039,000 | 118,735,000 |
INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (45,197,000) | (29,397,000) |
Development in process payments | (7,982,000) | (4,175,000) |
Payment for intangible assets | (2,109,000) | 0 |
Proceeds from sale of hotel properties | 0 | 155,244,000 |
Proceeds from insurance and related recoveries | 156,000 | 904,000 |
Net cash (used in) provided by investing activities | (55,132,000) | 122,576,000 |
FINANCING ACTIVITIES: | ||
Principal payments on term loan facilities | (2,842,000) | (63,060,000) |
Principal payments on finance leases | (29,000) | 0 |
Tax withholdings related to restricted stock unit settlements | (1,571,000) | (3,894,000) |
Repurchase of Corporation common stock and ESH REIT Class B common stock (Paired Shares) | 0 | (35,179,000) |
Corporation common distributions | (13,334,000) | (11,788,000) |
ESH REIT common distributions | (28,562,000) | (29,297,000) |
Net cash used in financing activities | (46,338,000) | (143,218,000) |
CHANGES IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH DUE TO CHANGES IN FOREIGN CURRENCY EXCHANGE RATES | 31,000 | (46,000) |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 600,000 | 98,047,000 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Beginning of period | 303,336,000 | 150,974,000 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - End of period | 303,936,000 | 249,021,000 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash payments for interest, excluding prepayment and other penalties | 12,028,000 | 12,230,000 |
Cash payments for income taxes, net of refunds of $0 and $6 | 341,000 | 482,000 |
Operating cash payments for finance leases | 61,000 | 0 |
Operating cash payments for operating leases | 690,000 | 0 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Capital expenditures included in accounts payable and accrued liabilities | 24,555,000 | 12,655,000 |
Additions to finance lease right-of-use assets and liabilities | 109,000 | 0 |
Corporation common distributions included in accounts payable and accrued liabilities | 274,000 | 253,000 |
ESH REIT | ||
OPERATING ACTIVITIES: | ||
Net income | 15,066,000 | 37,581,000 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 47,867,000 | 53,280,000 |
Foreign currency transaction (gain) loss | (139,000) | 202,000 |
Amortization and write-off of deferred financing costs and debt discount | 1,969,000 | 2,598,000 |
Amortization and write-off of above-market ground leases | 0 | (34,000) |
Loss on disposal of property and equipment | 1,376,000 | 1,492,000 |
Gain on sale of hotel properties | 0 | (35,410,000) |
Impairment of long-lived assets | 0 | |
Equity-based compensation | 155,000 | 145,000 |
Deferred income tax benefit | 0 | 5,000 |
Changes in assets and liabilities: | ||
Other assets | (3,595,000) | (1,165,000) |
Accounts payable and accrued liabilities | 20,926,000 | 16,874,000 |
Net cash provided by operating activities | 102,366,000 | 101,514,000 |
INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (43,739,000) | (26,430,000) |
Development in process payments | (7,982,000) | (4,175,000) |
Payment for intangible assets | (2,100,000) | 0 |
Proceeds from sale of hotel properties | 0 | 155,244,000 |
Proceeds from insurance and related recoveries | 156,000 | 904,000 |
Net cash (used in) provided by investing activities | (53,665,000) | 125,543,000 |
FINANCING ACTIVITIES: | ||
Principal payments on term loan facilities | (2,842,000) | (63,060,000) |
Principal payments on finance leases | (29,000) | 0 |
Repurchase of Corporation common stock and ESH REIT Class B common stock (Paired Shares) | 0 | (12,801,000) |
Corporation common distributions | (66,137,000) | (66,871,000) |
Net cash used in financing activities | (67,795,000) | (140,416,000) |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (19,094,000) | 86,641,000 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Beginning of period | 178,538,000 | 54,915,000 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - End of period | 159,444,000 | 141,556,000 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash payments for interest, excluding prepayment and other penalties | 11,841,000 | 12,044,000 |
Cash payments for income taxes, net of refunds of $0 and $6 | 4,000 | 155,000 |
Operating cash payments for finance leases | 61,000 | 0 |
Operating cash payments for operating leases | 177,000 | 0 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Capital expenditures included in accounts payable and accrued liabilities | 24,034,000 | 12,096,000 |
Corporation common distributions included in accounts payable and accrued liabilities | 629,000 | 465,000 |
ESH REIT common distributions included in accounts payable and accrued liabilities | $ 629,000 | $ 465,000 |
CONDENSED CONSOLIDATED STATE_12
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Cash Flows [Abstract] | ||
Net tax refunds | $ 0 | $ 6 |
CONDENSED CONSOLIDATED STATE_13
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - REIT - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | |
OPERATING ACTIVITIES: | ||||
Net income | $ 28,404 | $ 31,095 | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Depreciation and amortization | 48,778 | 54,015 | ||
Foreign currency transaction (gain) loss | (178) | 197 | ||
Amortization and write-off of deferred financing costs and debt discount | 1,996 | 2,625 | ||
Amortization and write-off of above-market ground leases | 0 | (34) | ||
Loss on disposal of property and equipment | 1,376 | 1,492 | ||
Gain on sale of hotel properties | 0 | (38,082) | ||
Equity-based compensation | 2,109 | 2,403 | ||
Deferred income tax expense | (50) | (5,485) | ||
Changes in assets and liabilities: | ||||
Other assets | 3,208 | 4,938 | ||
Accounts payable and accrued liabilities | 17,982 | 21,908 | ||
Net cash provided by operating activities | 102,039 | 118,735 | ||
INVESTING ACTIVITIES: | ||||
Purchases of property and equipment | (45,197) | (29,397) | ||
Development in process payments | (7,982) | (4,175) | ||
Payment for intangible assets | (2,109) | 0 | ||
Proceeds from sale of hotel properties | 0 | 155,244 | ||
Proceeds from insurance and related recoveries | 156 | 904 | ||
Net cash (used in) provided by investing activities | (55,132) | 122,576 | ||
FINANCING ACTIVITIES: | ||||
Principal payments on term loan facilities | (2,842) | (63,060) | ||
Principal payments on finance leases | (29) | 0 | ||
Repurchase of Class B common stock | 0 | (35,179) | ||
Common distributions | (13,334) | (11,788) | ||
Net cash used in financing activities | (46,338) | (143,218) | ||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 600 | 98,047 | ||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Beginning of period | 303,336 | 150,974 | $ 150,974 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - End of period | 303,936 | 249,021 | ||
SUPPLEMENTAL CASH FLOW INFORMATION: | ||||
Cash payments for interest, excluding prepayment and other penalties | 12,028 | 12,230 | ||
Cash payments for income taxes, net of refunds of $0 and $6 | 341 | 482 | ||
Operating cash payments for finance leases | 61 | 0 | ||
Operating cash payments for operating leases | 690 | 0 | ||
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||||
Capital expenditures included in due to/from Extended Stay America, Inc. and accounts payable and accrued liabilities | 24,555 | 12,655 | ||
Additions to finance lease right-of-use assets and liabilities | 109 | 0 | ||
Common stock distributions included in accounts payable and accrued liabilities | 274 | 253 | ||
ESH REIT | ||||
OPERATING ACTIVITIES: | ||||
Net income | 15,066 | 37,581 | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Depreciation and amortization | 47,867 | 53,280 | ||
Foreign currency transaction (gain) loss | (139) | 202 | ||
Amortization and write-off of deferred financing costs and debt discount | 1,969 | 2,598 | ||
Amortization and write-off of above-market ground leases | 0 | (34) | ||
Loss on disposal of property and equipment | 1,376 | 1,492 | ||
Gain on sale of hotel properties | 0 | (35,410) | ||
Equity-based compensation | 155 | 145 | ||
Deferred income tax expense | 0 | 5 | ||
Changes in assets and liabilities: | ||||
Deferred rents receivable from Extended Stay America, Inc. | (5,144) | 7,232 | ||
Due to Extended Stay America, Inc., net | (3,008) | (829) | ||
Other assets | (3,595) | (1,165) | ||
Unearned rental revenues/rents receivable from Extended Stay America, Inc., net | 26,893 | 19,543 | ||
Accounts payable and accrued liabilities | 20,926 | 16,874 | ||
Net cash provided by operating activities | 102,366 | 101,514 | ||
INVESTING ACTIVITIES: | ||||
Purchases of property and equipment | (43,739) | (26,430) | ||
Development in process payments | (7,982) | (4,175) | ||
Payment for intangible assets | (2,100) | 0 | ||
Proceeds from sale of hotel properties | 0 | 155,244 | ||
Proceeds from insurance and related recoveries | 156 | 904 | ||
Net cash (used in) provided by investing activities | (53,665) | 125,543 | ||
FINANCING ACTIVITIES: | ||||
Principal payments on term loan facilities | (2,842) | (63,060) | ||
Principal payments on finance leases | (29) | 0 | ||
Repurchase of Class B common stock | 0 | (12,801) | ||
Issuance of Class B common stock related to issuance of Paired Shares | 1,213 | 2,316 | ||
Common distributions | (66,137) | (66,871) | ||
Net cash used in financing activities | (67,795) | (140,416) | ||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (19,094) | 86,641 | ||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Beginning of period | 178,538 | 54,915 | 54,915 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - End of period | 159,444 | 141,556 | ||
SUPPLEMENTAL CASH FLOW INFORMATION: | ||||
Cash payments for interest, excluding prepayment and other penalties | 11,841 | 12,044 | ||
Cash payments for income taxes, net of refunds of $0 and $6 | 4 | 155 | ||
Operating cash payments for finance leases | 61 | 0 | ||
Operating cash payments for operating leases | 177 | 0 | ||
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||||
Capital expenditures included in due to/from Extended Stay America, Inc. and accounts payable and accrued liabilities | 24,034 | 12,096 | ||
Additions to finance lease right-of-use assets and liabilities | $ 109 | $ 0 | ||
Common stock distributions included in accounts payable and accrued liabilities | 629 | 465 | ||
Net payable related to unsettled RSUs not yet settled or issued included in due to/from Extended Stay America, Inc. | $ (340) | $ (293) |
CONDENSED CONSOLIDATED STATE_14
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - REIT (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Entity Information [Line Items] | ||
Net tax refunds | $ 0 | $ 6 |
ESH REIT | ||
Entity Information [Line Items] | ||
Net tax refunds | $ 0 | $ 6 |
BUSINESS, ORGANIZATION AND BASI
BUSINESS, ORGANIZATION AND BASIS OF CONSOLIDATION | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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, 2019 , represents 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 Extended Stay America branded-hotels and is also engaged in franchising and managing extended stay hotels for third parties in the U.S. As of March 31, 2019 and December 31, 2018 , the Company owned and operated 554 hotel properties in 40 U.S. states, consisting of approximately 61,500 rooms, and franchised or managed 73 hotel properties for third parties, consisting of approximately 7,500 rooms. All system-wide hotels are operated under the Extended Stay America brand. Hotel properties are owned by subsidiaries of ESH REIT and are operated by subsidiaries of the Corporation (the “Operating Lessees”) pursuant to leases between subsidiaries of ESH REIT and the Operating Lessees. The hotels are managed by ESA Management LLC (“ESA Management”), a 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 subsidiary of the Corporation. ESH Strategies licenses the brand and intellectual property related to our businesses to its subsidiaries, ESH Strategies Branding LLC and ESH Strategies Franchise LLC, which license them to the Operating Lessees and third parties, respectively. As of March 31, 2019 and December 31, 2018 , the Corporation had 188.4 million shares and 188.2 million shares of common stock outstanding, respectively. As of March 31, 2019 and December 31, 2018 , ESH REIT’s common equity consisted of the following: (i) 250.5 million shares of Class A common stock outstanding ( 57% of its common equity), all of which were owned by the Corporation, and (ii) 188.4 million shares and 188.2 million shares of Class B common stock outstanding, respectively ( 43% of its common equity). Paired Share Repurchase Program —In December 2015, the Boards of Directors of the Corporation and ESH REIT authorized a combined Paired Share repurchase program. As a result of several increases in authorized amounts and program extensions, the combined Paired Share repurchase program currently authorizes the Corporation and ESH REIT to purchase up to $400 million in Paired Shares through December 31, 2019. 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, 2019 , the Corporation and ESH REIT had repurchased and retired 17.3 million Paired Shares for $180.1 million and $107.5 million , respectively, and $112.5 million remained available under the combined Paired Share repurchase program. Basis of Consolidation The accompanying 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, including ESH REIT. 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 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 condensed consolidated balance sheets, statements of operations and statements of cash flows and the segments disclosure (see Note 9 ), certain prior period amounts have been reclassified for comparability to current period presentation. In the condensed consolidated statements of operations, other revenues from franchised and managed properties for the three months ended March 31, 2018 include $0.2 million that was included in franchise and management fees as originally presented. Other expenses from franchised and managed properties for the three months ended March 31, 2018, include $0.3 million that was included in general and administrative expense as originally presented. |
BUSINESS, ORGANIZATION AND BA_2
BUSINESS, ORGANIZATION AND BASIS OF CONSOLIDATION - REIT | 3 Months Ended |
Mar. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements Disclosure [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, 2019 , represents 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 Extended Stay America branded-hotels and is also engaged in franchising and managing extended stay hotels for third parties in the U.S. As of March 31, 2019 and December 31, 2018 , the Company owned and operated 554 hotel properties in 40 U.S. states, consisting of approximately 61,500 rooms, and franchised or managed 73 hotel properties for third parties, consisting of approximately 7,500 rooms. All system-wide hotels are operated under the Extended Stay America brand. Hotel properties are owned by subsidiaries of ESH REIT and are operated by subsidiaries of the Corporation (the “Operating Lessees”) pursuant to leases between subsidiaries of ESH REIT and the Operating Lessees. The hotels are managed by ESA Management LLC (“ESA Management”), a 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 subsidiary of the Corporation. ESH Strategies licenses the brand and intellectual property related to our businesses to its subsidiaries, ESH Strategies Branding LLC and ESH Strategies Franchise LLC, which license them to the Operating Lessees and third parties, respectively. As of March 31, 2019 and December 31, 2018 , the Corporation had 188.4 million shares and 188.2 million shares of common stock outstanding, respectively. As of March 31, 2019 and December 31, 2018 , ESH REIT’s common equity consisted of the following: (i) 250.5 million shares of Class A common stock outstanding ( 57% of its common equity), all of which were owned by the Corporation, and (ii) 188.4 million shares and 188.2 million shares of Class B common stock outstanding, respectively ( 43% of its common equity). Paired Share Repurchase Program —In December 2015, the Boards of Directors of the Corporation and ESH REIT authorized a combined Paired Share repurchase program. As a result of several increases in authorized amounts and program extensions, the combined Paired Share repurchase program currently authorizes the Corporation and ESH REIT to purchase up to $400 million in Paired Shares through December 31, 2019. 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, 2019 , the Corporation and ESH REIT had repurchased and retired 17.3 million Paired Shares for $180.1 million and $107.5 million , respectively, and $112.5 million remained available under the combined Paired Share repurchase program. Basis of Consolidation The accompanying 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, including ESH REIT. 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 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 condensed consolidated balance sheets, statements of operations and statements of cash flows and the segments disclosure (see Note 9 ), certain prior period amounts have been reclassified for comparability to current period presentation. In the condensed consolidated statements of operations, other revenues from franchised and managed properties for the three months ended March 31, 2018 include $0.2 million that was included in franchise and management fees as originally presented. Other expenses from franchised and managed properties for the three months ended March 31, 2018, include $0.3 million that was included in general and administrative expense as originally presented. |
ESH REIT | |
Organization Consolidation And Presentation Of Financial Statements Disclosure [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, 2019 , represents 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 outstanding share of ESH REIT Class B common stock is attached to and trades with one share of Corporation common stock. As of March 31, 2019 and December 31, 2018 , ESH REIT and its subsidiaries owned and leased 554 hotel properties in 40 U.S. states, consisting of approximately 61,500 rooms. All hotels are leased to wholly-owned subsidiaries of the Corporation (the “Operating Lessees”). Paired Share Repurchase Program — In December 2015, the Boards of Directors of the Corporation and ESH REIT authorized a combined Paired Share repurchase program. As a result of several increases in authorized amounts and program extensions, the combined Paired Share repurchase program currently authorizes the Corporation and ESH REIT to purchase up to $400 million in Paired Shares through December 31, 2019. 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, 2019 , ESH REIT had repurchased and retired 17.3 million ESH REIT Class B common shares for $107.5 million , and $112.5 million remained available under the combined Paired Share repurchase program. Basis of Consolidation The accompanying 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 condensed consolidated balance sheets, certain prior period amounts have been reclassified for comparability to current period presentation. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
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 condensed consolidated financial statements. The Company believes the disclosures made are adequate to prevent the information presented from being misleading. However, the condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2018 included in the combined annual report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on February 27, 2019. The accompanying 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, 2019 , the results of the Company’s operations, comprehensive income, changes in equity and cash flows for the three months ended March 31, 2019 and 2018 . Interim results are not necessarily indicative of full year performance because of the impact of seasonal and short-term variations, as well as the impact of acquisitions, dispositions and hotel renovations. Use of Estimates —The preparation of the accompanying condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and 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 charged to expense 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 expected 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 its estimated fair value is recognized as an impairment charge and reduces income from operations. Fair value is determined based upon the discounted cash flows of the hotel property (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, an impairment charge to reduce the carrying value of a hotel property could occur in a future period (see Note 5 ). Revenue Generated from Owned and Operated Hotels — Revenue generated from owned and operated hotels consists of room and other hotel revenues recognized when services are provided. When a reservation is made, the Company deems that the parties have approved a 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 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. 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 cancellable reservations, the Company recognizes revenue as each performance obligation (i.e., each room night) is met. Such contract is renewed if the guest continues their stay. 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 nights at an agreed upon price. 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 these 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 it recognizes on a daily basis if the length of a non-cancellable reservation exceeds one night since consumption of room nights indicates when services are transferred to the guest. In certain instances, variable consideration may exist with respect to the transaction price, such as discounts, coupons and price concessions made upon guest checkout. In evaluating its performance obligation, the Company bundles the obligation to provide the guest the room itself with other obligations (such as free WiFi, grab and go breakfast, access to on-site laundry facilities and parking), as the other obligations are not distinct and separable because the guest cannot benefit from the additional amenities without the consumed room night. The Company’s obligation to provide the additional items or services is 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. Certain revenues are generated through third-party intermediaries or distribution channels (i.e., online travel agents). 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 the hotel room and related services to the guest and retains inventory risk. Since the Company controls the inventory and services provided and because third party intermediaries are typically not contractually required to guarantee room night consumption, the Company is the principal in these transactions. As such, the Company is required to record revenue at an amount equal to the price charged to the guest (i.e., on a gross basis). Third-party intermediaries that pay the Company directly (i.e., on a net basis) typically charge the guest additional fees, blend the room offering with other offerings at amounts which are not allocable and may adjust the price without the Company’s approval. As such, the Company is unable to calculate the room rate charged to the guest. Since any estimate the Company would make has significant uncertainty that ultimately would not be resolved, despite its role as principal, in these instances the Company records revenue equal to the amount paid by the third-party intermediaries (i.e., the net amount). Revenue Generated from Franchise and Management Fees — Revenue generated from franchise and management contracts consists of the following: • Franchise fees, which consist of an initial fee and an ongoing royalty fee based on a percentage of a hotel’s monthly revenue in exchange for the access to and use of the Company’s brand name and other intellectual property. Initial fees are deferred and recognized over the expected contract or customer life. Royalty fees are recognized over time as franchisees derive value from the license to use the intellectual property. • Management fees, which consist of an ongoing base fee calculated as a percentage of a hotel’s monthly revenue in exchange for on-site hotel management services. Management fees are recognized over time as third-party hotel owners derive value from on-site personnel and related services. • Other revenues from franchised and managed properties, which include the reimbursement of costs incurred on behalf of third-party owners on a direct and an indirect basis, as follows: ◦ Direct costs incurred with respect to management and franchise agreements include on-site hotel personnel and incremental reservation and distribution costs, respectively, for which the Company is reimbursed on a dollar-for-dollar basis. Since the Company employs the hotel personnel and has discretion over reservation and distribution costs, it is the principal with respect to these services and revenue is recognized on a gross basis. ◦ Indirect costs incurred with respect to franchise agreements include costs associated with certain shared system-wide platforms (i.e., system services), such as marketing, central reservations, revenue management and property management processes and/or systems. The Company is reimbursed for indirect costs through a system service, or program, fee based on a percentage of a hotel’s monthly revenue. System service fees are recognized over time as franchisees derive value from the license to use these processes and systems. The Company has discretion over how it spends system service fees and is the principal with respect to these services. Revenue is recognized on a gross basis; expense is recognized as incurred. Over time, the Company manages system services to break-even, but the timing of revenue will typically not align with the expense to operate the programs. The promise to provide access to the Company’s intellectual property is combined with the promise to provide system services to form a single performance obligation since the promises generally accompany one another. Hotel management services form a single performance obligation. As noted above, each identified performance obligation is considered to be a series of services transferred over time. Revenue is recognized on an output method based on performance completed to date. The Company recognizes 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 in an amount that corresponds directly with the third parties’ hotel revenues. Franchise, management and system service fees are characterized as variable consideration and vary from period to period. 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. In most instances, the Company does not have constraining estimates, as hotel revenues are typically available and obtained monthly. Segments —The Company has two reportable operating segments based on the manner in which we evaluate our business: (i) owned hotels and (ii) franchise and management. The Company assesses the performance of these segments on an individual basis (see Note 9 ). Recently Issued Accounting Standards Fair Value Measurement— In August 2018, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update which modifies the disclosure requirements for fair value measurements in Topic 820, Fair Value Measurement . This update will be effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019, and may be early adopted. The Company does not expect the adoption of this update to have a material effect on the Company’s condensed consolidated financial statements. Intangibles-Goodwill and Other—Internal-Use Software— In August 2018, the FASB issued an accounting standards update which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal-use software license. This update will be effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019, and may be early adopted. The Company expects to apply this update prospectively and does not expect adoption to have a material effect on the Company’s condensed consolidated financial statements. Compensation—Stock Compensation— In June 2018, the FASB issued an accounting standards update which expands the scope of Topic 718, Stock Compensation to include share-based payments granted to non-employees in exchange for goods or services. The new guidance simplifies the accounting for share-based payments granted to non-employees for goods or services by aligning it with the accounting for share-based payments granted to employees, with certain exceptions. Under the new guidance, non-employee share-based payment awards included within the scope of Topic 718 will be measured at the grant-date fair value of the equity instruments. In addition, classification of non-employee share-based payment awards will be subject to the requirements of Topic 718 unless modified after the good has been delivered and/or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. This approach will eliminate the requirement to reassess classification of such awards upon vesting. The Company adopted this update on January 1, 2019, using a retrospective method. The adoption of this update did not have a material effect on the Company’s condensed consolidated financial statements. Comprehensive Income— In February 2018, the 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”). The Company adopted this update on January 1, 2019, using a retrospective method. The adoption of this update did not have a material effect on the Company’s 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 fiscal years and interim periods within fiscal years beginning after December 15, 2019, and may be adopted early. The Company expects to apply this amendment prospectively and does not expect adoption to have a material effect on the Company’s condensed consolidated financial statements. Leases— ASC 842, Leases , introduced 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 Company adopted ASC 842 on January 1, 2019, using the modified retrospective approach with the Comparatives Under 840 Option, whereby the Company applied the standard at the beginning of the period of adoption and has presented financial information for periods prior to January 1, 2019 in accordance with prior guidance. Upon adoption, the Company elected practical expedients related to (i) the identification and classification of leases that commenced before the effective date, (ii) initial direct costs for leases that commenced before the effective date, (iii) the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset, (iv) land easements, and (v) the evaluation of lease and non-lease components of a contract. Implementation had no cumulative effect on retained earnings. Adoption resulted in the recognition of operating lease right-of-use assets of $7.1 million as of January 1, 2019, which included adjustments for accrued lease payments, above market lease liabilities and lease incentives, and liabilities of $14.5 million . Finance lease right-of-use assets and liabilities recognized as of January 1, 2019, included preexisting assets and liabilities of $3.8 million and $3.4 million , respectively, related to capital leases accounted for under prior guidance. Judgement was exercised in the application of ASC 842 with respect to the determination of whether a contract contains a lease. While the ability to control and direct the use of an identified asset indicates that the contract, or portion of a contract, is a lease, a counterparty’s substantive substitution rights typically provide evidence that a lessee does not control the asset. Judgement was also exercised with respect to the determination of the discount rate used to determine the present value of lease payments. In instances in which interest rates implicit in leases are not readily determinable, the Company uses its incremental borrowing rate. The substantial majority of widely available market maturities and asset-specific risk spreads may not match the underlying contract and, as such, borrowing rates and risk spreads are estimated based on the contract’s term, the counterparty’s security and other characteristics of the identified asset. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - REIT | 3 Months Ended |
Mar. 31, 2019 | |
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 condensed consolidated financial statements. The Company believes the disclosures made are adequate to prevent the information presented from being misleading. However, the condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2018 included in the combined annual report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on February 27, 2019. The accompanying 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, 2019 , the results of the Company’s operations, comprehensive income, changes in equity and cash flows for the three months ended March 31, 2019 and 2018 . Interim results are not necessarily indicative of full year performance because of the impact of seasonal and short-term variations, as well as the impact of acquisitions, dispositions and hotel renovations. Use of Estimates —The preparation of the accompanying condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and 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 charged to expense 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 expected 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 its estimated fair value is recognized as an impairment charge and reduces income from operations. Fair value is determined based upon the discounted cash flows of the hotel property (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, an impairment charge to reduce the carrying value of a hotel property could occur in a future period (see Note 5 ). Revenue Generated from Owned and Operated Hotels — Revenue generated from owned and operated hotels consists of room and other hotel revenues recognized when services are provided. When a reservation is made, the Company deems that the parties have approved a 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 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. 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 cancellable reservations, the Company recognizes revenue as each performance obligation (i.e., each room night) is met. Such contract is renewed if the guest continues their stay. 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 nights at an agreed upon price. 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 these 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 it recognizes on a daily basis if the length of a non-cancellable reservation exceeds one night since consumption of room nights indicates when services are transferred to the guest. In certain instances, variable consideration may exist with respect to the transaction price, such as discounts, coupons and price concessions made upon guest checkout. In evaluating its performance obligation, the Company bundles the obligation to provide the guest the room itself with other obligations (such as free WiFi, grab and go breakfast, access to on-site laundry facilities and parking), as the other obligations are not distinct and separable because the guest cannot benefit from the additional amenities without the consumed room night. The Company’s obligation to provide the additional items or services is 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. Certain revenues are generated through third-party intermediaries or distribution channels (i.e., online travel agents). 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 the hotel room and related services to the guest and retains inventory risk. Since the Company controls the inventory and services provided and because third party intermediaries are typically not contractually required to guarantee room night consumption, the Company is the principal in these transactions. As such, the Company is required to record revenue at an amount equal to the price charged to the guest (i.e., on a gross basis). Third-party intermediaries that pay the Company directly (i.e., on a net basis) typically charge the guest additional fees, blend the room offering with other offerings at amounts which are not allocable and may adjust the price without the Company’s approval. As such, the Company is unable to calculate the room rate charged to the guest. Since any estimate the Company would make has significant uncertainty that ultimately would not be resolved, despite its role as principal, in these instances the Company records revenue equal to the amount paid by the third-party intermediaries (i.e., the net amount). Revenue Generated from Franchise and Management Fees — Revenue generated from franchise and management contracts consists of the following: • Franchise fees, which consist of an initial fee and an ongoing royalty fee based on a percentage of a hotel’s monthly revenue in exchange for the access to and use of the Company’s brand name and other intellectual property. Initial fees are deferred and recognized over the expected contract or customer life. Royalty fees are recognized over time as franchisees derive value from the license to use the intellectual property. • Management fees, which consist of an ongoing base fee calculated as a percentage of a hotel’s monthly revenue in exchange for on-site hotel management services. Management fees are recognized over time as third-party hotel owners derive value from on-site personnel and related services. • Other revenues from franchised and managed properties, which include the reimbursement of costs incurred on behalf of third-party owners on a direct and an indirect basis, as follows: ◦ Direct costs incurred with respect to management and franchise agreements include on-site hotel personnel and incremental reservation and distribution costs, respectively, for which the Company is reimbursed on a dollar-for-dollar basis. Since the Company employs the hotel personnel and has discretion over reservation and distribution costs, it is the principal with respect to these services and revenue is recognized on a gross basis. ◦ Indirect costs incurred with respect to franchise agreements include costs associated with certain shared system-wide platforms (i.e., system services), such as marketing, central reservations, revenue management and property management processes and/or systems. The Company is reimbursed for indirect costs through a system service, or program, fee based on a percentage of a hotel’s monthly revenue. System service fees are recognized over time as franchisees derive value from the license to use these processes and systems. The Company has discretion over how it spends system service fees and is the principal with respect to these services. Revenue is recognized on a gross basis; expense is recognized as incurred. Over time, the Company manages system services to break-even, but the timing of revenue will typically not align with the expense to operate the programs. The promise to provide access to the Company’s intellectual property is combined with the promise to provide system services to form a single performance obligation since the promises generally accompany one another. Hotel management services form a single performance obligation. As noted above, each identified performance obligation is considered to be a series of services transferred over time. Revenue is recognized on an output method based on performance completed to date. The Company recognizes 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 in an amount that corresponds directly with the third parties’ hotel revenues. Franchise, management and system service fees are characterized as variable consideration and vary from period to period. 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. In most instances, the Company does not have constraining estimates, as hotel revenues are typically available and obtained monthly. Segments —The Company has two reportable operating segments based on the manner in which we evaluate our business: (i) owned hotels and (ii) franchise and management. The Company assesses the performance of these segments on an individual basis (see Note 9 ). Recently Issued Accounting Standards Fair Value Measurement— In August 2018, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update which modifies the disclosure requirements for fair value measurements in Topic 820, Fair Value Measurement . This update will be effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019, and may be early adopted. The Company does not expect the adoption of this update to have a material effect on the Company’s condensed consolidated financial statements. Intangibles-Goodwill and Other—Internal-Use Software— In August 2018, the FASB issued an accounting standards update which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal-use software license. This update will be effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019, and may be early adopted. The Company expects to apply this update prospectively and does not expect adoption to have a material effect on the Company’s condensed consolidated financial statements. Compensation—Stock Compensation— In June 2018, the FASB issued an accounting standards update which expands the scope of Topic 718, Stock Compensation to include share-based payments granted to non-employees in exchange for goods or services. The new guidance simplifies the accounting for share-based payments granted to non-employees for goods or services by aligning it with the accounting for share-based payments granted to employees, with certain exceptions. Under the new guidance, non-employee share-based payment awards included within the scope of Topic 718 will be measured at the grant-date fair value of the equity instruments. In addition, classification of non-employee share-based payment awards will be subject to the requirements of Topic 718 unless modified after the good has been delivered and/or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. This approach will eliminate the requirement to reassess classification of such awards upon vesting. The Company adopted this update on January 1, 2019, using a retrospective method. The adoption of this update did not have a material effect on the Company’s condensed consolidated financial statements. Comprehensive Income— In February 2018, the 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”). The Company adopted this update on January 1, 2019, using a retrospective method. The adoption of this update did not have a material effect on the Company’s 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 fiscal years and interim periods within fiscal years beginning after December 15, 2019, and may be adopted early. The Company expects to apply this amendment prospectively and does not expect adoption to have a material effect on the Company’s condensed consolidated financial statements. Leases— ASC 842, Leases , introduced 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 Company adopted ASC 842 on January 1, 2019, using the modified retrospective approach with the Comparatives Under 840 Option, whereby the Company applied the standard at the beginning of the period of adoption and has presented financial information for periods prior to January 1, 2019 in accordance with prior guidance. Upon adoption, the Company elected practical expedients related to (i) the identification and classification of leases that commenced before the effective date, (ii) initial direct costs for leases that commenced before the effective date, (iii) the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset, (iv) land easements, and (v) the evaluation of lease and non-lease components of a contract. Implementation had no cumulative effect on retained earnings. Adoption resulted in the recognition of operating lease right-of-use assets of $7.1 million as of January 1, 2019, which included adjustments for accrued lease payments, above market lease liabilities and lease incentives, and liabilities of $14.5 million . Finance lease right-of-use assets and liabilities recognized as of January 1, 2019, included preexisting assets and liabilities of $3.8 million and $3.4 million , respectively, related to capital leases accounted for under prior guidance. Judgement was exercised in the application of ASC 842 with respect to the determination of whether a contract contains a lease. While the ability to control and direct the use of an identified asset indicates that the contract, or portion of a contract, is a lease, a counterparty’s substantive substitution rights typically provide evidence that a lessee does not control the asset. Judgement was also exercised with respect to the determination of the discount rate used to determine the present value of lease payments. In instances in which interest rates implicit in leases are not readily determinable, the Company uses its incremental borrowing rate. The substantial majority of widely available market maturities and asset-specific risk spreads may not match the underlying contract and, as such, borrowing rates and risk spreads are estimated based on the contract’s term, the counterparty’s security and other characteristics of the identified asset. |
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 condensed consolidated financial statements. ESH REIT believes the disclosures made are adequate to prevent the information presented from being misleading. However, the condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2018 included in the combined annual report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on February 27, 2019. The accompanying 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, 2019 , the results of ESH REIT’s operations, comprehensive income, changes in equity and cash flows for the three months ended March 31, 2019 and 2018 . Interim results are not necessarily indicative of full year performance because of acquisitions, dispositions and the impact of accounting for variable rental payments under lease arrangements. Use of Estimates —The preparation of the accompanying condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the 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 ) and the grant-date fair value of certain equity-based awards. Actual results could differ from those estimates. Property and Equipment —Property and equipment additions are recorded at cost. Major improvements that extend the life or utility of property or equipment are capitalized and depreciated over a period equal to the shorter of the estimated useful life of the improvement or the remaining estimated useful life of the asset. Ordinary repairs and maintenance are charged to expense as incurred. Depreciation and amortization are recorded on a straight-line basis over estimated useful lives which range from 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 (when they are grouped under ESH REIT’s leases), to the estimated future undiscounted cash flows expected to be generated by each hotel property or group of hotel properties. Impairment is recognized when estimated future undiscounted cash flows, including expected proceeds from disposition, are less than the carrying value. To the extent that a hotel property or 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 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 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 operating leases with subsidiaries of the Corporation (i.e., all revenues are generated from agreements with related parties (see Note 9 ). Rental revenues are recorded on a straight-line basis as they are earned during the lease terms. Rents receivable from Extended Stay America, Inc. on the accompanying condensed consolidated balance sheets represent monthly rental amounts contractually due. Deferred rents receivable from Extended Stay America, Inc. on the accompanying condensed consolidated balance sheets represent the cumulative difference between straight-line rental revenues recognized and rental revenues contractually due. Lease rental payments received prior to rendering services are included in unearned rental revenues from Extended Stay America, Inc. on the accompanying condensed consolidated balance sheets. Variable rental revenues, specifically percentage rental revenues related to hotel revenues of the Operating Lessees, are recognized when such amounts are fixed and determinable (i.e., only when percentage rental revenue thresholds have been achieved). Recently Issued Accounting Standards Fair Value Measurement— In August 2018, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update which modifies the disclosure requirements for fair value measurements in Topic 820, Fair Value Measurement . This update will be effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019, and may be early adopted. ESH REIT does not expect the adoption of this update to have a material effect on its condensed consolidated financial statements. Intangibles-Goodwill and Other—Internal-Use Software— In August 2018, the FASB issued an accounting standards update which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal-use software license. This update will be effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019, and may be early adopted. ESH REIT expects to apply this update prospectively and does not expect adoption to have a material effect on its condensed consolidated financial statements. Compensation—Stock Compensation— In June 2018, the FASB issued an accounting standards update which expands the scope of Topic 718, Stock Compensation to include share-based payments granted to non-employees in exchange for goods or services. The new guidance simplifies the accounting for share-based payments granted to non-employees for goods or services by aligning it with the accounting for share-based payments granted to employees, with certain exceptions. Under the new guidance, non-employee share-based payment awards included within the scope of Topic 718 will be measured at the grant-date fair value of the equity instruments. In addition, classification of non-employee share-based payment awards will be subject to the requirements of Topic 718 unless modified after the good has been delivered and/or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. This approach will eliminate the requirement to reassess classification of such awards upon vesting. ESH REIT adopted this update on January 1, 2019, using a retrospective method. The adoption of this update did not have a material effect on ESH REIT’s 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 fiscal years and interim periods within fiscal years beginning after December 15, 2019, and may be adopted early. ESH REIT expects to apply this amendment prospectively and does not expect adoption to have a material effect on its condensed consolidated financial statements. Leases —ASC 842, Leases , introduced 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. ESH REIT adopted ASC 842 on January 1, 2019, using the modified retrospective approach with the Comparatives Under 840 Option, whereby ESH REIT applied the standard at the beginning of the period of adoption and has presented financial information for periods prior to January 1, 2019 in accordance with prior guidance. Upon adoption, ESH REIT elected practical expedients related to (i) the identification and classification of leases that commenced before the effective date, (ii) initial direct costs for leases that commenced before the effective date, (iii) the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset, (iv) land easements, and (v) the evaluation of lease and non-lease components of a contract. Implementation had no cumulative effect on retained earnings. Adoption resulted in the recognition of operating lease right-of-use assets of $2.8 million as of January 1, 2019, which included adjustments for accrued lease payments, above market lease liabilities and lease incentives, and liabilities of $9.3 million . Finance lease right-of-use assets and liabilities recognized as of January 1, 2019, included preexisting assets and liabilities of $3.8 million and $3.4 million , respectively, related to capital leases accounted for under prior guidance. Judgement was exercised in the application of ASC 842 with respect to the determination of whether a contract contains a lease. While the ability to control and direct the use of an identified asset indicates that the contract, or portion of a contract, is a lease, a counterparty’s substantive substitution rights typically provide evidence that a lessee does not control the asset. Judgement was also exercised with respect to the determination of the discount rate used to determine the present value of lease payments. In instances in which interest rates implicit in leases are not readily determinable, ESH REIT uses its incremental borrowing rate. The substantial majority of widely available market maturities and asset-specific risk spreads may not match the underlying contract and, as such, borrowing rates and risk spreads are estimated based on the contract’s term, the counterparty’s security and other characteristics of the identified asset. Under ASC 842, lessor accounting for leases did not substantially change from previous guidance; however, the standard introduced certain modifications to conform lessor accounting with the lessee model, further defined certain lease and non-lease components and changed the definition of initial direct costs of leases. The adoption of ASC 842 did not have a material effect on ESH REIT’s revenue recognition or related disclosures. |
NET INCOME PER SHARE
NET INCOME PER SHARE | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
NET INCOME PER SHARE | NET INCOME PER SHARE Basic net income per share is computed by dividing net income available to common shareholders by the weighted-average number of shares of the Corporation’s unrestricted common stock outstanding. Diluted net income per share is computed by dividing net income available to common shareholders, as adjusted for potentially dilutive securities, by the weighted-average number of shares of unrestricted common stock outstanding plus other potentially dilutive securities. Dilutive securities include certain equity-based awards (see Note 12 ) 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 2019 2018 Numerator: Net income available to Extended Stay America, Inc. common shareholders - basic $ 21,934 $ 14,852 Income attributable to noncontrolling interests assuming conversion (4 ) (17 ) Net income available to Extended Stay America, Inc. common shareholders - diluted $ 21,930 $ 14,835 Denominator: Weighted-average number of Extended Stay America, Inc. common shares outstanding - basic 188,348 192,201 Dilutive securities 228 365 Weighted-average number of Extended Stay America, Inc. common shares outstanding - diluted 188,576 192,566 Net income per Extended Stay America, Inc. common share - basic $ 0.12 $ 0.08 Net income per Extended Stay America, Inc. common share - diluted $ 0.12 $ 0.08 |
NET INCOME PER SHARE - REIT
NET INCOME PER SHARE - REIT | 3 Months Ended |
Mar. 31, 2019 | |
Entity Information [Line Items] | |
NET INCOME PER SHARE | NET INCOME PER SHARE Basic net income per share is computed by dividing net income available to common shareholders by the weighted-average number of shares of the Corporation’s unrestricted common stock outstanding. Diluted net income per share is computed by dividing net income available to common shareholders, as adjusted for potentially dilutive securities, by the weighted-average number of shares of unrestricted common stock outstanding plus other potentially dilutive securities. Dilutive securities include certain equity-based awards (see Note 12 ) 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 2019 2018 Numerator: Net income available to Extended Stay America, Inc. common shareholders - basic $ 21,934 $ 14,852 Income attributable to noncontrolling interests assuming conversion (4 ) (17 ) Net income available to Extended Stay America, Inc. common shareholders - diluted $ 21,930 $ 14,835 Denominator: Weighted-average number of Extended Stay America, Inc. common shares outstanding - basic 188,348 192,201 Dilutive securities 228 365 Weighted-average number of Extended Stay America, Inc. common shares outstanding - diluted 188,576 192,566 Net income per Extended Stay America, Inc. common share - basic $ 0.12 $ 0.08 Net income per Extended Stay America, Inc. common share - diluted $ 0.12 $ 0.08 |
ESH REIT | |
Entity Information [Line Items] | |
NET INCOME PER SHARE | NET INCOME PER SHARE Basic net income per share is computed by dividing net income 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 per share is computed by dividing net income 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 other potentially dilutive securities. Dilutive securities include certain equity-based awards 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 2019 2018 Numerator: Net income $ 15,066 $ 37,581 Less preferred dividends (4 ) (4 ) Net income available to ESH Hospitality, Inc. common shareholders $ 15,062 $ 37,577 Class A: Net income available to ESH Hospitality, Inc. Class A common $ 8,598 $ 21,262 Amounts attributable to ESH Hospitality, Inc. Class B (4 ) (17 ) Net income available to ESH Hospitality, Inc. Class A common $ 8,594 $ 21,245 Class B: Net income available to ESH Hospitality, Inc. Class B common $ 6,464 $ 16,315 Amounts attributable to ESH Hospitality, Inc. Class B 4 17 Net income available to ESH Hospitality, Inc. Class B common $ 6,468 $ 16,332 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 188,348 192,201 Dilutive securities 228 365 Weighted-average number of ESH Hospitality, Inc. Class B common 188,576 192,566 Net income per ESH Hospitality, Inc. common share - Class A - basic $ 0.03 $ 0.08 Net income per ESH Hospitality, Inc. common share - Class A - diluted $ 0.03 $ 0.08 Net income per ESH Hospitality, Inc. common share - Class B - basic $ 0.03 $ 0.08 Net income per ESH Hospitality, Inc. common share - Class B - diluted $ 0.03 $ 0.08 |
HOTEL DISPOSITIONS
HOTEL DISPOSITIONS | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
HOTEL DISPOSITIONS | HOTEL DISPOSITIONS No hotels were sold during the three months ended March 31, 2019 . The table below summarizes hotel dispositions during the year ended December 31, 2018 (in thousands, except number of hotels and number of rooms). None of the 2018 dispositions were reported as discontinued operations. Year Brand Location Month Sold Number of Number of Net Proceeds Gain (Loss) Franchised/Managed (1) 2018 Extended Stay America Various November 14 1,369 $ 34,855 $ 1,331 (2) Yes 2018 Extended Stay America Various September 16 1,680 60,710 6,293 (2) Yes 2018 Extended Stay America Various September 16 1,776 58,144 (3,014 ) (2) Yes 2018 Extended Stay America Various February 25 2,430 111,156 6,810 (2) Yes 2018 Extended Stay America Texas March 1 101 44,090 31,058 Yes (3) ________________________________ (1) As of March 31, 2019 . (2) Net of impairment charges of $16.8 million , $24.3 million , $6.3 million and $2.1 million , respectively, recognized prior to sale. (3) Remaining term of franchise or management agreement is less than one year. During the three months ended March 31, 2018 , disposed hotel properties contributed total room and other hotel revenues, total operating expenses and loss before income tax expense as follows (in thousands): Three Months Ended Total room and other hotel revenues $ 18,700 Total operating expenses (1) 53,613 Loss before income tax expense (1) (34,913 ) ________________________________ (1) Includes impairment charges of approximately $37.4 million for the three months ended March 31, 2018 . |
HOTEL DISPOSITIONS - REIT
HOTEL DISPOSITIONS - REIT | 3 Months Ended |
Mar. 31, 2019 | |
Entity Information [Line Items] | |
HOTEL DISPOSITIONS | HOTEL DISPOSITIONS No hotels were sold during the three months ended March 31, 2019 . The table below summarizes hotel dispositions during the year ended December 31, 2018 (in thousands, except number of hotels and number of rooms). None of the 2018 dispositions were reported as discontinued operations. Year Brand Location Month Sold Number of Number of Net Proceeds Gain (Loss) Franchised/Managed (1) 2018 Extended Stay America Various November 14 1,369 $ 34,855 $ 1,331 (2) Yes 2018 Extended Stay America Various September 16 1,680 60,710 6,293 (2) Yes 2018 Extended Stay America Various September 16 1,776 58,144 (3,014 ) (2) Yes 2018 Extended Stay America Various February 25 2,430 111,156 6,810 (2) Yes 2018 Extended Stay America Texas March 1 101 44,090 31,058 Yes (3) ________________________________ (1) As of March 31, 2019 . (2) Net of impairment charges of $16.8 million , $24.3 million , $6.3 million and $2.1 million , respectively, recognized prior to sale. (3) Remaining term of franchise or management agreement is less than one year. During the three months ended March 31, 2018 , disposed hotel properties contributed total room and other hotel revenues, total operating expenses and loss before income tax expense as follows (in thousands): Three Months Ended Total room and other hotel revenues $ 18,700 Total operating expenses (1) 53,613 Loss before income tax expense (1) (34,913 ) ________________________________ (1) Includes impairment charges of approximately $37.4 million for the three months ended March 31, 2018 . |
ESH REIT | |
Entity Information [Line Items] | |
HOTEL DISPOSITIONS | HOTEL DISPOSITIONS No hotels were sold during the three months ended March 31, 2019 . The table below summarizes hotel dispositions during the year ended December 31, 2018 (in thousands, except number of hotels and number of rooms). None of the 2018 dispositions were reported as discontinued operations. Year Brand Location Month Sold Number of Number of Net Proceeds (Loss) Gain 2018 Extended Stay America Various November 14 1,369 $ 34,855 $ (14,930 ) 2018 Extended Stay America Various September 16 1,680 60,710 (17,025 ) 2018 Extended Stay America Various September 16 1,776 58,144 (8,934 ) 2018 Extended Stay America Various February 25 2,430 111,156 4,269 2018 Extended Stay America Texas March 1 101 44,090 30,992 During the three months ended March 31, 2018 , disposed hotel properties contributed rental revenues, total operating expenses and income before income tax expense as follows (in thousands): Three Months Ended Rental revenues from Extended Stay America, Inc. $ 8,104 Total operating expenses 6,234 Income before income tax expense 1,870 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Net investment in property and equipment as of March 31, 2019 and December 31, 2018 , consists of the following (in thousands): March 31, December 31, 2018 Hotel properties: Land and site improvements (1) $ 1,215,898 $ 1,215,710 Building and improvements 2,738,715 2,729,661 Furniture, fixtures and equipment 700,133 674,545 Total hotel properties 4,654,746 4,619,916 Development in process (2) 36,483 27,174 Corporate furniture, fixtures, equipment and other 23,317 22,972 Undeveloped land parcel 1,675 1,675 Total cost 4,716,221 4,671,737 Less accumulated depreciation: Hotel properties (1,243,698 ) (1,201,260 ) Corporate furniture, fixtures, equipment and other (17,137 ) (16,845 ) Total accumulated depreciation (1,260,835 ) (1,218,105 ) Property and equipment - net $ 3,455,386 $ 3,453,632 _________________________________ (1) Includes finance lease asset of $3.2 million as of March 31, 2019 and December 31, 2018 . (2) Includes finance lease asset of $0.8 million and $0.6 million as of March 31, 2019 and December 31, 2018 , respectively. As of March 31, 2019 and December 31, 2018 , development in process consisted of 12 and 11 land parcels, respectively, which are in various phases of construction and/or development. No impairment charges were recognized during the three months ended March 31, 2019 . During the three months ended March 31, 2018 , the Company recognized $43.6 million of impairment charges for 21 hotels, generally located in the Midwestern U.S., the majority of which were incurred in connection with evaluating the potential sale of certain non-core assets. The Company used Level 3 unobservable inputs and, in certain instances Level 2 observable inputs, to determine the impairment on its property and equipment. 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 overall micro and macro-economic 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 or losses on sale in future periods reflecting either changes in estimate, circumstance or the estimated market value of its assets. |
PROPERTY AND EQUIPMENT - REIT
PROPERTY AND EQUIPMENT - REIT | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Net investment in property and equipment as of March 31, 2019 and December 31, 2018 , consists of the following (in thousands): March 31, December 31, 2018 Hotel properties: Land and site improvements (1) $ 1,215,898 $ 1,215,710 Building and improvements 2,738,715 2,729,661 Furniture, fixtures and equipment 700,133 674,545 Total hotel properties 4,654,746 4,619,916 Development in process (2) 36,483 27,174 Corporate furniture, fixtures, equipment and other 23,317 22,972 Undeveloped land parcel 1,675 1,675 Total cost 4,716,221 4,671,737 Less accumulated depreciation: Hotel properties (1,243,698 ) (1,201,260 ) Corporate furniture, fixtures, equipment and other (17,137 ) (16,845 ) Total accumulated depreciation (1,260,835 ) (1,218,105 ) Property and equipment - net $ 3,455,386 $ 3,453,632 _________________________________ (1) Includes finance lease asset of $3.2 million as of March 31, 2019 and December 31, 2018 . (2) Includes finance lease asset of $0.8 million and $0.6 million as of March 31, 2019 and December 31, 2018 , respectively. As of March 31, 2019 and December 31, 2018 , development in process consisted of 12 and 11 land parcels, respectively, which are in various phases of construction and/or development. No impairment charges were recognized during the three months ended March 31, 2019 . During the three months ended March 31, 2018 , the Company recognized $43.6 million of impairment charges for 21 hotels, generally located in the Midwestern U.S., the majority of which were incurred in connection with evaluating the potential sale of certain non-core assets. The Company used Level 3 unobservable inputs and, in certain instances Level 2 observable inputs, to determine the impairment on its property and equipment. 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 overall micro and macro-economic 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 or losses on sale in future periods reflecting either changes in estimate, circumstance or the estimated market value of its assets. |
ESH REIT | |
Property, Plant and Equipment [Line Items] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Net investment in property and equipment as of March 31, 2019 and December 31, 2018 , consists of the following (in thousands): March 31, December 31, Hotel properties: Land and site improvements (1) $ 1,218,265 $ 1,218,077 Building and improvements 2,765,727 2,756,674 Furniture, fixtures and equipment 704,402 679,944 Total hotel properties 4,688,394 4,654,695 Development in process (2) 36,483 27,174 Undeveloped land parcel 1,675 1,675 Total cost 4,726,552 4,683,544 Less accumulated depreciation (1,258,072 ) (1,215,899 ) Property and equipment - net $ 3,468,480 $ 3,467,645 _________________________________ (1) Includes finance lease asset of $3.2 million as of March 31, 2019 and December 31, 2018. (2) Includes finance lease asset of $0.8 million and $0.6 million as of March 31, 2019 and December 31, 2018, respectively. As of March 31, 2019 and December 31, 2018 , development in process consisted of 12 and 11 land parcels, respectively, which are in various phases of construction and/or development. ESH REIT used Level 3 unobservable inputs and, in certain instances Level 2 observable inputs, to determine the impairment on its property and equipment. 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. These assumptions are based on ESH REIT’s historical data and experience, budgets, industry projections and overall micro and macro-economic 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, ESH REIT may recognize impairment charges or losses on sale of hotel properties in future periods reflecting either changes in estimate, circumstance or the estimated market value of assets. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Summary - The Company’s outstanding debt, net of unamortized debt discount and unamortized deferred financing costs, as of March 31, 2019 and December 31, 2018 , consists of the following (dollars in thousands): Stated (1) Carrying Amount Unamortized Deferred Financing Costs Loan March 31, 2019 December 31, 2018 March 31, 2019 December 31, 2018 Stated Interest Rate Maturity Date Term loan facility ESH REIT Term Facility $ 1,300,000 $ 1,129,649 (2) $ 1,132,259 (2) $ 9,981 $ 10,546 LIBOR (3) + 2.00% 8/30/2023 (1) Senior notes 2025 Notes 1,300,000 1,292,000 (4) 1,291,671 (4) 17,172 17,877 5.25% 5/1/2025 Revolving credit facilities ESH REIT Revolving Credit Facility 350,000 — — 1,331 (5) 1,469 (5) LIBOR (3) + 2.75% 8/30/2021 Corporation Revolving Credit Facility 50,000 — — 264 (5) 292 (5) LIBOR (3) + 3.00% 8/30/2021 Unsecured Intercompany Facility Unsecured Intercompany Facility (6) 75,000 — — — — 5.00% 8/30/2023 Total $ 2,421,649 $ 2,423,930 $ 28,748 $ 30,184 _________________________________ (1) Amortization is interest only, except for the ESH REIT Term Facility (as defined below), which amortizes in equal quarterly installments of $2.8 million . In addition to scheduled amortization, subject to certain exceptions, annual mandatory prepayments of up to 50% of Excess Cash Flow, as defined, may be required under the ESH REIT Term Facility. 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 2019 based on ESH REIT’s Excess Cash Flow for the year ended December 31, 2018. (2) ESH REIT Term Facility is presented net of an unamortized debt discount of $4.1 million and $4.3 million as of March 31, 2019 and December 31, 2018 , respectively. (3) As of March 31, 2019 and December 31, 2018 , one-month LIBOR was 2.49% and 2.50% , respectively. As of March 31, 2019 , $250.0 million of the ESH REIT Term Facility is subject to an interest rate swap at a fixed rate of 1.175% . (4) The 2025 Notes (as defined below) are presented net of an unamortized debt discount of $8.0 million and $8.3 million as of March 31, 2019 and December 31, 2018 , respectively. (5) Unamortized deferred financing costs related to revolving credit facilities are included in other assets in the accompanying condensed consolidated balance sheets. (6) Any outstanding debt balances and interest expense, as applicable, owed from ESH REIT to the Corporation eliminate in consolidation. ESH REIT Credit Facilities In August 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 “ESH REIT Credit Facilities”) consisting of a $1,300.0 million senior secured term loan facility (the “ESH REIT Term Facility”) and a $350.0 million senior secured revolving credit facility (the “ESH REIT Revolving Credit Facility”). Under the ESH REIT Credit Facilities , ESH REIT may increase its borrowings by an amount of up to $600.0 million , plus additional amounts, in each case subject to certain conditions. ESH REIT Term Facility — The ESH REIT Term Facility bears interest at a rate equal to (i) LIBOR plus 1.75% 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 2.00% for any period other than a Level 1 Period; or (ii) a base rate, as defined, plus 0.75% during a Level 1 Period or 1.00% for any period other than a Level 1 Period. ESH REIT has the option to prepay outstanding loans under the ESH REIT Term Facility without penalty. ESH REIT Revolving Credit Facility — The 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 Consolidated Total Net Leverage Ratio, as defined, or (ii) a base rate, as defined, plus a spread that ranges from 1.25% to 1.75% based on ESH REIT’s Consolidated Total Net Leverage Ratio, as defined. 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, 2019, ESH REIT had no letters of credit outstanding under the facility and available borrowing capacity of $350.0 million . ESH REIT 2025 Notes 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 May 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 of 1933, as amended. 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, plus accrued and unpaid interest. 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. Corporation Revolving Credit Facility In August 2016, the Corporation entered into a revolving credit facility agreement, as may be amended and supplemented from time to time (the “Corporation Revolving Credit Facility”), providing 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 of up to $20.0 million . Borrowings under the facility bear interest at a rate equal to (i) LIBOR plus 3.00% or (ii) a base rate, as defined, plus 2.00% . 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, 2019, the Corporation had one letter of credit outstanding under the facility of $0.2 million and available borrowing capacity of $49.8 million . Unsecured Intercompany Facility In August 2016, ESH REIT, as borrower, and the Corporation, as lender, entered into an unsecured intercompany credit facility (the “Unsecured Intercompany Facility”). As of March 31, 2019 and December 31, 2018, the amount outstanding under the facility was $0 . Under the Unsecured Intercompany Facility, ESH REIT may borrow up to $300.0 million , plus additional amounts, in each case subject to certain conditions. Loans under the facility bear interest at an annual rate of 5.00% . ESH REIT has the option to prepay outstanding balances under the facility without penalty. Covenants The ESH REIT Credit Facilities, the 2025 Notes, the Corporation Revolving Credit Facility and the Unsecured Intercompany Facility contain a number of restrictive covenants that, among other things and subject to certain exceptions, limit the Corporation’s or ESH REIT’s ability and the ability of their respective subsidiaries to engage in certain transactions. In addition, the ESH REIT Revolving Credit Facility and the Corporation Revolving Credit Facility contain financial covenants that, subject to certain conditions, require compliance with certain senior loan-to-value and consolidated leverage ratios. The agreements governing the Corporation’s and ESH REIT’s indebtedness also contain certain customary events of default, including, but not limited to, cross-defaults to certain other indebtedness and, in the case of the ESH REIT Credit Facilities and the Unsecured Intercompany Facility, certain material operating leases and management agreements. As of March 31, 2019 , the Corporation and ESH REIT were in compliance with all covenants under their respective debt agreements. Interest Expense, net —The components of net interest expense during the three months ended March 31, 2019 and 2018 , are as follows (in thousands): Three Months Ended March 31, 2019 2018 Contractual interest (1) $ 28,717 $ 28,962 Amortization of deferred financing costs and debt discount 1,997 2,015 Debt extinguishment and other costs (2) 401 720 Interest Income (1,511 ) (57 ) Total $ 29,604 $ 31,640 ______________________ (1) Includes dividends on shares of mandatorily redeemable Corporation preferred stock. (2) Includes interest expense on finance leases (see Note 11 ) and unused facility fees. Fair Value of Debt and Mandatorily Redeemable Preferred Stock —As of March 31, 2019 and December 31, 2018 , the estimated fair value of the Company’s debt was $2.4 billion and $2.3 billion , respectively, and the estimated fair value of the Corporation’s 8.0% mandatorily redeemable preferred stock was $7.0 million . 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 and the Corporation’s 8.0% mandatorily redeemable preferred stock. |
DEBT - REIT
DEBT - REIT | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 and December 31, 2018 , consists of the following (dollars in thousands): Stated (1) Carrying Amount Unamortized Deferred Financing Costs Loan March 31, 2019 December 31, 2018 March 31, 2019 December 31, 2018 Stated Interest Rate Maturity Date Term loan facility ESH REIT Term Facility $ 1,300,000 $ 1,129,649 (2) $ 1,132,259 (2) $ 9,981 $ 10,546 LIBOR (3) + 2.00% 8/30/2023 (1) Senior notes 2025 Notes 1,300,000 1,292,000 (4) 1,291,671 (4) 17,172 17,877 5.25% 5/1/2025 Revolving credit facilities ESH REIT Revolving Credit Facility 350,000 — — 1,331 (5) 1,469 (5) LIBOR (3) + 2.75% 8/30/2021 Corporation Revolving Credit Facility 50,000 — — 264 (5) 292 (5) LIBOR (3) + 3.00% 8/30/2021 Unsecured Intercompany Facility Unsecured Intercompany Facility (6) 75,000 — — — — 5.00% 8/30/2023 Total $ 2,421,649 $ 2,423,930 $ 28,748 $ 30,184 _________________________________ (1) Amortization is interest only, except for the ESH REIT Term Facility (as defined below), which amortizes in equal quarterly installments of $2.8 million . In addition to scheduled amortization, subject to certain exceptions, annual mandatory prepayments of up to 50% of Excess Cash Flow, as defined, may be required under the ESH REIT Term Facility. 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 2019 based on ESH REIT’s Excess Cash Flow for the year ended December 31, 2018. (2) ESH REIT Term Facility is presented net of an unamortized debt discount of $4.1 million and $4.3 million as of March 31, 2019 and December 31, 2018 , respectively. (3) As of March 31, 2019 and December 31, 2018 , one-month LIBOR was 2.49% and 2.50% , respectively. As of March 31, 2019 , $250.0 million of the ESH REIT Term Facility is subject to an interest rate swap at a fixed rate of 1.175% . (4) The 2025 Notes (as defined below) are presented net of an unamortized debt discount of $8.0 million and $8.3 million as of March 31, 2019 and December 31, 2018 , respectively. (5) Unamortized deferred financing costs related to revolving credit facilities are included in other assets in the accompanying condensed consolidated balance sheets. (6) Any outstanding debt balances and interest expense, as applicable, owed from ESH REIT to the Corporation eliminate in consolidation. ESH REIT Credit Facilities In August 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 “ESH REIT Credit Facilities”) consisting of a $1,300.0 million senior secured term loan facility (the “ESH REIT Term Facility”) and a $350.0 million senior secured revolving credit facility (the “ESH REIT Revolving Credit Facility”). Under the ESH REIT Credit Facilities , ESH REIT may increase its borrowings by an amount of up to $600.0 million , plus additional amounts, in each case subject to certain conditions. ESH REIT Term Facility — The ESH REIT Term Facility bears interest at a rate equal to (i) LIBOR plus 1.75% 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 2.00% for any period other than a Level 1 Period; or (ii) a base rate, as defined, plus 0.75% during a Level 1 Period or 1.00% for any period other than a Level 1 Period. ESH REIT has the option to prepay outstanding loans under the ESH REIT Term Facility without penalty. ESH REIT Revolving Credit Facility — The 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 Consolidated Total Net Leverage Ratio, as defined, or (ii) a base rate, as defined, plus a spread that ranges from 1.25% to 1.75% based on ESH REIT’s Consolidated Total Net Leverage Ratio, as defined. 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, 2019, ESH REIT had no letters of credit outstanding under the facility and available borrowing capacity of $350.0 million . ESH REIT 2025 Notes 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 May 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 of 1933, as amended. 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, plus accrued and unpaid interest. 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. Corporation Revolving Credit Facility In August 2016, the Corporation entered into a revolving credit facility agreement, as may be amended and supplemented from time to time (the “Corporation Revolving Credit Facility”), providing 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 of up to $20.0 million . Borrowings under the facility bear interest at a rate equal to (i) LIBOR plus 3.00% or (ii) a base rate, as defined, plus 2.00% . 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, 2019, the Corporation had one letter of credit outstanding under the facility of $0.2 million and available borrowing capacity of $49.8 million . Unsecured Intercompany Facility In August 2016, ESH REIT, as borrower, and the Corporation, as lender, entered into an unsecured intercompany credit facility (the “Unsecured Intercompany Facility”). As of March 31, 2019 and December 31, 2018, the amount outstanding under the facility was $0 . Under the Unsecured Intercompany Facility, ESH REIT may borrow up to $300.0 million , plus additional amounts, in each case subject to certain conditions. Loans under the facility bear interest at an annual rate of 5.00% . ESH REIT has the option to prepay outstanding balances under the facility without penalty. Covenants The ESH REIT Credit Facilities, the 2025 Notes, the Corporation Revolving Credit Facility and the Unsecured Intercompany Facility contain a number of restrictive covenants that, among other things and subject to certain exceptions, limit the Corporation’s or ESH REIT’s ability and the ability of their respective subsidiaries to engage in certain transactions. In addition, the ESH REIT Revolving Credit Facility and the Corporation Revolving Credit Facility contain financial covenants that, subject to certain conditions, require compliance with certain senior loan-to-value and consolidated leverage ratios. The agreements governing the Corporation’s and ESH REIT’s indebtedness also contain certain customary events of default, including, but not limited to, cross-defaults to certain other indebtedness and, in the case of the ESH REIT Credit Facilities and the Unsecured Intercompany Facility, certain material operating leases and management agreements. As of March 31, 2019 , the Corporation and ESH REIT were in compliance with all covenants under their respective debt agreements. Interest Expense, net —The components of net interest expense during the three months ended March 31, 2019 and 2018 , are as follows (in thousands): Three Months Ended March 31, 2019 2018 Contractual interest (1) $ 28,717 $ 28,962 Amortization of deferred financing costs and debt discount 1,997 2,015 Debt extinguishment and other costs (2) 401 720 Interest Income (1,511 ) (57 ) Total $ 29,604 $ 31,640 ______________________ (1) Includes dividends on shares of mandatorily redeemable Corporation preferred stock. (2) Includes interest expense on finance leases (see Note 11 ) and unused facility fees. Fair Value of Debt and Mandatorily Redeemable Preferred Stock —As of March 31, 2019 and December 31, 2018 , the estimated fair value of the Company’s debt was $2.4 billion and $2.3 billion , respectively, and the estimated fair value of the Corporation’s 8.0% mandatorily redeemable preferred stock was $7.0 million . 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 and 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, 2019 and December 31, 2018 , consists of the following (dollars in thousands): Stated Amount (1) Carrying Amount Unamortized Deferred Financing Costs Loan March 31, 2019 December 31, 2018 March 31, 2019 December 31, 2018 Stated Interest Rate Maturity Date Term loan facility ESH REIT Term Facility $ 1,300,000 $ 1,129,649 (2) $ 1,132,259 (2) $ 9,981 $ 10,546 LIBOR (3) + 2.00% 8/30/2023 (1) Senior notes 2025 Notes 1,300,000 1,292,000 (4) 1,291,671 (4) 17,172 17,877 5.25% 5/1/2025 Revolving credit facility ESH REIT Revolving Credit Facility 350,000 — — 1,331 (5) 1,469 (5) LIBOR (3) + 2.75% 8/30/2021 Unsecured Intercompany Facility Unsecured Intercompany Facility 75,000 — — — — 5.00% 8/30/2023 Total $ 2,421,649 $ 2,423,930 $ 28,484 $ 29,892 _________________________________ (1) Amortization is interest only, except for the ESH REIT Term Facility (as defined below), which amortizes in equal quarterly installments of $2.8 million . In addition to scheduled amortization, subject to certain exceptions, annual mandatory prepayments of up to 50% of Excess Cash Flow, as defined, may be required under the ESH REIT Term Facility. 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 2019 based on ESH REIT’s Excess Cash Flow for the year ended December 31, 2018. (2) ESH REIT Term Facility is presented net of an unamortized debt discount of $4.1 million and $4.3 million as of March 31, 2019 and December 31, 2018 , respectively. (3) As of March 31, 2019 and December 31, 2018 , one-month LIBOR was 2.49% and 2.50% , respectively. As of March 31, 2019 , $250.0 million of the ESH REIT Term Facility is subject to an interest rate swap at a fixed rate of 1.175% . (4) The 2025 Notes (as defined below) are presented net of an unamortized debt discount of $8.0 million and $8.3 million as of March 31, 2019 and December 31, 2018 , respectively. (5) Unamortized deferred financing costs related to the revolving credit facility are included in other assets in the accompanying condensed consolidated balance sheets. ESH REIT Credit Facilities In August 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 “ESH REIT Credit Facilities”) consisting of a $1,300.0 million senior secured term loan facility (the “ESH REIT Term Facility”) and a $350.0 million senior secured revolving credit facility (the “ESH REIT Revolving Credit Facility”). Under the ESH REIT Credit Facilities, ESH REIT may increase its borrowings by an amount of up to $600.0 million , plus additional amounts, in each case subject to certain conditions. ESH REIT Term Facility — The ESH REIT Term Facility bears interest at a rate equal to (i) LIBOR plus 1.75% 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 2.00% for any period other than a Level 1 Period; or (ii) a base rate, as defined, plus 0.75% during a Level 1 Period or 1.00% for any period other than a Level 1 Period. ESH REIT has the option to prepay outstanding loans under the ESH REIT Term Facility without penalty. ESH REIT Revolving Credit Facility — The 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 Consolidated Total Net Leverage Ratio, as defined, or (ii) a base rate, as defined, plus a spread that ranges from 1.25% to 1.75% based on ESH REIT’s Consolidated Total Net Leverage Ratio, as defined. 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, 2019 , ESH REIT had no letters of credit outstanding under the facility and available borrowing capacity of $350.0 million . ESH REIT 2025 Notes 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 May 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 of 1933, as amended. 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, plus accrued and unpaid interest. 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. Unsecured Intercompany Facility In August 2016, ESH REIT, as borrower, and the Corporation, as lender, entered into an unsecured intercompany credit facility (the “Unsecured Intercompany Facility”). As of March 31, 2019 and December 31, 2018, the amount outstanding under the facility was $0 . Under the Unsecured Intercompany Facility, ESH REIT may borrow up to $300.0 million , plus additional amounts, in each case subject to certain conditions. Loans under the facility bear interest at an annual rate of 5.00% . ESH REIT has the option to prepay outstanding balances under the facility without penalty. Covenants The ESH REIT Credit Facilities, the 2025 Notes and the Unsecured Intercompany Facility 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 engage in certain transactions. In addition, the ESH REIT Revolving Credit Facility contains a financial covenant that, subject to certain conditions, requires compliance with a senior loan-to-value ratio. The agreements governing ESH REIT’s indebtedness also contain certain customary events of default, including, but not limited to, cross-defaults to certain other indebtedness and, in the case of the ESH REIT Credit Facilities and the Unsecured Intercompany Facility, certain material operating leases and management agreements. As of March 31, 2019 , ESH REIT was in compliance with all covenants under its debt agreements. Interest Expense, net —The components of net interest expense during the three months ended March 31, 2019 and 2018 , are as follows (in thousands): Three Months Ended March 31, 2019 2018 Contractual interest $ 28,575 $ 28,820 Amortization of deferred financing costs and debt discount 1,969 1,988 Debt extinguishment and other costs (1) 356 691 Interest Income (966 ) (4 ) Total $ 29,934 $ 31,495 ______________________ (1) Includes interest expense on finance leases (see Note 10 ) and unused facility fees. Fair Value of Debt —As of March 31, 2019 and December 31, 2018 , the estimated fair value of ESH REIT’s debt was $2.4 billion and $2.3 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, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS | DERIVATIVE INSTRUMENTS In September 2016, ESH REIT entered into a floating-to-fixed interest rate swap, as amended and supplemented from time to time, at a fixed rate of 1.175% and a floating rate of one-month LIBOR to manage its exposure to interest rate risk on a portion of the ESH REIT Term Facility. The notional amount of the interest rate swap as of March 31, 2019 was $250.0 million . The notional amount decreases by an additional $50.0 million every six months until the swap’s maturity in September 2021. For the three months ended March 31, 2019 and 2018, the Company received proceeds of $1.0 million and $0.4 million , respectively, that offset interest expense. As of March 31, 2019 , $2.8 million is expected to be recognized through earnings over the following twelve months. The table below presents the amounts and classification of the interest rate swap on the Company’s condensed consolidated financial statements (in thousands): Other assets Accumulated other comprehensive income, net of tax Interest (income) expense, net As of March 31, 2019 $ 4,103 $ 3,496 (1) As of December 31, 2018 $ 5,789 $ 4,934 (2) For the three months ended March 31, 2019 $ (975 ) For the three months ended March 31, 2018 $ (421 ) _______________________________ (1) Changes during the three months ended March 31, 2019 , on a pre-tax basis, consisted of changes in fair value of $1.7 million . (2) Changes during the year ended December 31, 2018, on a pre-tax basis, consisted of changes in fair value of $(0.6) million and the cumulative effect adjustment of $(0.7) million recorded as a result of adopting ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities , on January 1, 2018. |
DERIVATIVE INSTRUMENTS - REIT
DERIVATIVE INSTRUMENTS - REIT | 3 Months Ended |
Mar. 31, 2019 | |
Entity Information [Line Items] | |
DERIVATIVE INSTRUMENTS | DERIVATIVE INSTRUMENTS In September 2016, ESH REIT entered into a floating-to-fixed interest rate swap, as amended and supplemented from time to time, at a fixed rate of 1.175% and a floating rate of one-month LIBOR to manage its exposure to interest rate risk on a portion of the ESH REIT Term Facility. The notional amount of the interest rate swap as of March 31, 2019 was $250.0 million . The notional amount decreases by an additional $50.0 million every six months until the swap’s maturity in September 2021. For the three months ended March 31, 2019 and 2018, the Company received proceeds of $1.0 million and $0.4 million , respectively, that offset interest expense. As of March 31, 2019 , $2.8 million is expected to be recognized through earnings over the following twelve months. The table below presents the amounts and classification of the interest rate swap on the Company’s condensed consolidated financial statements (in thousands): Other assets Accumulated other comprehensive income, net of tax Interest (income) expense, net As of March 31, 2019 $ 4,103 $ 3,496 (1) As of December 31, 2018 $ 5,789 $ 4,934 (2) For the three months ended March 31, 2019 $ (975 ) For the three months ended March 31, 2018 $ (421 ) _______________________________ (1) Changes during the three months ended March 31, 2019 , on a pre-tax basis, consisted of changes in fair value of $1.7 million . (2) Changes during the year ended December 31, 2018, on a pre-tax basis, consisted of changes in fair value of $(0.6) million and the cumulative effect adjustment of $(0.7) million recorded as a result of adopting ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities , on January 1, 2018. |
ESH REIT | |
Entity Information [Line Items] | |
DERIVATIVE INSTRUMENTS | DERIVATIVE INSTRUMENTS In September 2016, ESH REIT entered into a floating-to-fixed interest rate swap, as amended and supplemented from time to time, at a fixed rate of 1.175% and a floating rate of one-month LIBOR to manage its exposure to interest rate risk on a portion of the ESH REIT Term Facility. The notional amount of the interest rate swap as of March 31, 2019 was $250.0 million . The notional amount decreases by an additional $50.0 million every six months until the swap’s maturity in September 2021. For the three months ended March 31, 2019 and 2018 , ESH REIT received proceeds of $1.0 million and $0.4 million , respectively, that offset interest expense. As of March 31, 2019 , $2.8 million is expected to be recognized through earnings over the following twelve months. The table below presents the amounts and classification of the interest rate swap on ESH REIT’s condensed consolidated financial statements (in thousands): Other assets Accumulated other comprehensive income, net of tax Interest (income) expense, net As of March 31, 2019 $ 4,103 $ 4,103 (1) As of December 31, 2018 $ 5,789 $ 5,789 (2) For the three months ended March 31, 2019 $ (975 ) For the three months ended March 31, 2018 $ (421 ) _______________________________ (1) Changes during the three months ended March 31, 2019 , on a pre-tax basis, consisted of changes in fair value of $1.7 million . (2) Changes during the year ended December 31, 2018, on a pre-tax basis, consisted of changes in fair value of $(0.6) million and the cumulative effect adjustment of $(0.7) million recorded as a result of adopting ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities , on January 1, 2018. |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | REVENUE FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenue The following table disaggregates room revenues generated from owned hotels by booking source for the three months ended March 31, 2019 and 2018 (in thousands): Three Months Ended 2019 2018 Property direct $ 73,543 $ 93,386 Central call center 65,537 68,464 Proprietary website 49,255 49,859 Third-party intermediaries 69,097 67,119 (1) Travel agency global distribution systems 9,614 11,382 (1) Total room revenues (2) $ 267,046 $ 290,210 _________________________________ (1) As a result of the correction of a classification error, $16.3 million of room revenues generated from opaque booking channels, which were previously reported as revenues generated from travel agency global distribution systems, have been reclassified and reported as revenues generated from third-party intermediaries. The Company concluded that the effect of the error is immaterial to previously issued financial statements but has made the correction for consistent presentation. (2) In addition to room revenues, the Company’s owned hotels earned $5.3 million of other hotel revenues during each of the three months ended March 31, 2019 and 2018 . The following table disaggregates room revenues generated from owned hotels by length of guest stay for the three months ended March 31, 2019 and 2018 (in thousands): Three Months Ended 2019 2018 1-6 nights $ 101,424 $ 105,030 7-29 nights 55,100 60,764 30+ nights 110,522 124,416 Total room revenues (1) $ 267,046 $ 290,210 _________________________________ (1) In addition to room revenues, the Company’s owned hotels earned $5.3 million of other hotel revenues during each of the three months ended March 31, 2019 and 2018 . The following table disaggregates revenues from franchised and managed hotels for the three months ended March 31, 2019 and 2018 (in thousands): Three Months Ended 2019 2018 Management fees $ 293 $ 198 Franchise fees 932 217 Indirect reimbursements (system services fees) 1,185 208 Direct reimbursements 2,910 1,659 Total revenues from franchised and managed hotels $ 5,320 $ 2,282 Outstanding Contract Liabilities Contract liabilities relate to advance deposits and deferred revenue with respect to owned hotels and, with respect to third-party owned hotels, advance consideration received, such as initial franchise fees paid when a franchise agreement is executed and certain system implementation fees paid at the time of installation. Contract liabilities are included in accounts payable and accrued liabilities on the accompanying condensed consolidated balance sheets. The following table presents outstanding contract liabilities and the amount of outstanding January 1, 2019 contract liabilities that were recognized as revenue during the three months ended March 31, 2019 in the accompanying condensed consolidated statements of operations (in thousands): Outstanding Contract Liabilities Outstanding Contract Liabilities as of January 1, 2019 Recognized as Revenue As of March 31, 2019 $ 18,466 As of January 1, 2019 13,829 For the three months ended March 31, 2019 $ 8,397 Performance Obligations As of March 31, 2019 , $13.6 million of the outstanding contract liabilities related to owned hotels and $4.9 million related to third-party owned (i.e., franchised) hotels. The Company does not estimate revenues expected to be recognized related to unsatisfied performance obligations for royalty fees, system service fees or management fees, as they are considered either sales-based fees or allocated to wholly unsatisfied performance obligations in a series. Performance obligations related to owned hotels are expected to be satisfied within less than one year. Performance obligations related to third-party owned (i.e., franchised) hotels are expected to be satisfied over the term of the respective franchise agreements, which are typically 20 years . |
SEGMENTS
SEGMENTS | 3 Months Ended |
Mar. 31, 2019 | |
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 and other hotel revenues. • Franchise and management —Earnings are derived from revenues (i.e., 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, providing access to shared system-wide platforms and/or management services. 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 2019 2018 Revenues: Owned hotels $ 272,349 $ 295,485 Franchise and management (1) 2,042 1,301 Total segment revenues 274,391 296,786 Corporate and other (2) 19,514 21,330 Other revenues from franchised and managed properties (3) 4,095 1,867 Intersegment eliminations (4) (20,331 ) (22,216 ) Total 277,669 297,767 Income (loss) from operations: Owned hotels (5) $ 69,695 $ 74,462 Franchise and management (1) 2,042 1,301 Total segment income from operations 71,737 75,763 Corporate and other (2) (7,232 ) (6,982 ) Other expenses from franchised and managed properties, net (3) (552 ) (52 ) Total $ 63,953 $ 68,729 _________________________________ (1) Includes intellectual property fees charged to the owned hotels segment of $0.8 million and $0.9 million for the three months ended March 31, 2019 and 2018 , respectively, that are eliminated in the 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. These amounts include management fees earned by and cost reimbursements charged to the owned hotels segment of $19.5 million and $21.3 million for the three months ended March 31, 2019 and 2018 , respectively, that are eliminated in the condensed consolidated statements of 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 well as indirect reimbursement of certain costs incurred associated with the Company’s shared platform (i.e., system services) (see Note 2 ). (4) Includes management fees, intellectual property fees and other cost reimbursements charged to the owned hotels segment that are eliminated in the condensed consolidated statements of operations. (5) Net of impairment charges of $0 and $43.6 million for the three months ended March 31, 2019 and 2018 , respectively. Also includes gain on sale of hotel properties of $0 and $38.1 million for the three months ended March 31, 2019 and 2018 , respectively. Total assets for each of the Company’s operating segments are provided below (in thousands): March 31, 2019 December 31, 2018 Assets: Owned hotels $ 3,635,529 $ 3,643,603 Franchise and management 1,871 14,634 Total segment assets 3,637,400 3,658,237 Corporate and other 324,843 308,181 Intersegment eliminations (39,357 ) (42,208 ) Total $ 3,922,886 $ 3,924,210 Total capital expenditures for each of the Company's operating segments are provided below (in thousands): Three Months Ended 2019 2018 Capital Expenditures: Owned hotels $ 54,762 $ 33,456 Total segment capital expenditures 54,762 33,456 Corporate and other 526 116 Total $ 55,288 $ 33,572 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
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 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 $6.1 million for the three months ended March 31, 2019 , an effective tax rate of 17.7% , as compared with a provision of $5.8 million for the three months ended March 31, 2018 , an effective rate of 15.7% . 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. The Company’s income tax returns for the years 2015 to present are subject to examination by the Internal Revenue Service (“IRS”) and other tax returns for the years 2014 to present are subject to examination by other taxing authorities. As of March 31, 2019 , Extended Stay America, Inc. was under examination by the IRS for the tax year ending December 31, 2016. As of March 31, 2019 , a subsidiary of ESH REIT was under examination by the Canadian Revenue Agency for tax years 2014 through 2017. As these audits are still in process, the timing of the resolution and any payments that may be required cannot be determined at this time. The Company believes that, to the extent a liability may exist, it is appropriately reserved as of March 31, 2019 . |
INCOME TAXES - REIT
INCOME TAXES - REIT | 3 Months Ended |
Mar. 31, 2019 | |
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 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 $6.1 million for the three months ended March 31, 2019 , an effective tax rate of 17.7% , as compared with a provision of $5.8 million for the three months ended March 31, 2018 , an effective rate of 15.7% . 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. The Company’s income tax returns for the years 2015 to present are subject to examination by the Internal Revenue Service (“IRS”) and other tax returns for the years 2014 to present are subject to examination by other taxing authorities. As of March 31, 2019 , Extended Stay America, Inc. was under examination by the IRS for the tax year ending December 31, 2016. As of March 31, 2019 , a subsidiary of ESH REIT was under examination by the Canadian Revenue Agency for tax years 2014 through 2017. As these audits are still in process, the timing of the resolution and any payments that may be required cannot be determined at this time. The Company believes that, to the extent a liability may exist, it is appropriately reserved as of March 31, 2019 . |
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 less than $0.1 million for the three months ended March 31, 2019 and 2018 , an effective rate of less than 0.1% . ESH REIT’s effective rate differs from the federal statutory income tax rate of 21% 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 2015 to present are subject to examination by the Internal Revenue Service and other tax returns for the years 2014 to present are subject to examination by other taxing authorities. As of March 31, 2019 , a subsidiary of ESH REIT was under examination by the Canadian Revenue Agency for tax years 2014 through 2017. As the audit is still in process, the timing of the resolution and any payments that may be required cannot be determined at this time. ESH REIT believes that, to the extent a liability may exist, it is appropriately reserved as of March 31, 2019 . |
RELATED PARTY TRANSACTIONS - RE
RELATED PARTY TRANSACTIONS - REIT | 3 Months Ended |
Mar. 31, 2019 | |
ESH REIT | |
Entity Information [Line Items] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS Revenues and Overhead Expenses Leases and Rental Revenues— All revenues are generated as a result of, and earned from, related parties. During the three months ended March 31, 2019 and 2018 , ESH REIT’s revenues were derived from three operating leases. The counterparty to each lease agreement is a subsidiary of the Corporation. Fixed rental revenues are recognized on a straight-line basis. ESH REIT’s fixed and variable rental revenues for the three months ended March 31, 2019 and 2018 are as follows (in thousands): March 31, 2019 March 31, 2018 Fixed rental revenues $ 118,005 $ 113,331 Variable rental revenues (1) — — _________________________________ (1) Regardless of whether cash rental payments are received, ESH REIT only recognizes revenue when a lessee’s revenue exceeds specific thresholds stated in the lease. Percentage rental revenue thresholds were not achieved during the three months ended March 31, 2019 or 2018 . Each lease agreement, which had an initial term that expired in October 2018, was renewed effective November 1, 2018, for a five -year term that expires in October 2023. Upon renewal, minimum and percentage rents were adjusted to reflect then-current market terms. Each lease contains an automatic five -year renewal, unless lessee provides notice that it will not renew no later than thirty months prior to expiration. Future fixed rental payments to be received under current remaining noncancelable lease terms are as follows (in thousands): Years Ending December 31, Remainder of 2019 $ 338,583 2020 462,860 2021 474,409 2022 486,247 2023 415,112 Total $ 2,177,211 Overhead Expenses— A wholly-owned subsidiary of the Corporation incurs costs under a services agreement with the Corporation and ESH REIT for certain overhead services performed on the entities’ behalf. The services relate to executive management, accounting, financial analysis, training and technology. For the three months ended March 31, 2019 and 2018 , ESH REIT incurred $2.5 million and $2.7 million , respectively, related to this agreement, which is included in general and administrative expenses in the accompanying 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 $0.3 million for the three months ended March 31, 2019 and 2018 . Debt and Equity Transactions Unsecured Intercompany Facility— As of March 31, 2019 and December 31, 2018 , there were no outstanding balances owed by ESH REIT to the Corporation under the Unsecured Intercompany Facility, and ESH REIT incurred no interest expense during the three months ended March 31, 2019 and 2018 related to the Unsecured Intercompany Facility. ESH REIT is able to borrow under the Unsecured Intercompany Facility up to $300.0 million , plus additional amounts, in each case subject to certain conditions. Distributions— During each of the three months ended March 31, 2019 and 2018 , ESH REIT paid distributions of $37.6 million to the Corporation in respect of the Class A common stock of ESH REIT. Issuance of Common Stock— During the three months ended March 31, 2019 and 2018 , ESH REIT was compensated $1.2 million and $2.3 million , respectively, for the issuance of 0.2 million and 0.3 million shares of Class B common stock, respectively, each of which was attached to a share of Corporation common stock to form a Paired Share, used to settle vested restricted stock units (“RSUs”). As of March 31, 2019 , the Corporation has granted a total of 1.1 million RSUs, whereby, as a counterparty to these outstanding RSUs, ESH REIT is expected to issue and be compensated in cash for 1.1 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, 2019 and December 31, 2018 , include the following (in thousands): March 31, December 31, Leases: Rents receivable (1) $ 10,062 $ 4,098 Deferred rents receivable (2) $ 13,781 $ 8,637 Unearned rental revenues (1) $ (70,363 ) $ (37,506 ) Working capital and other: Ordinary working capital (3) $ (8,830 ) $ (12,581 ) Equity awards (payable) receivable (4) (340 ) 404 Total working capital and other, net (5) $ (9,170 ) $ (12,177 ) ______________________ (1) Rents receivable relate to percentage rents. As of March 31, 2019 , unearned rental revenues related to April 2019 fixed minimum rent of $37.5 million and percentage rent of $32.9 million . As of December 31, 2018 , unearned rental revenues related to January 2019 fixed minimum rent. (2) Revenues recognized in excess of cash rents received. (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, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Lease Commitments —The Company is a tenant under long-term ground leases at five of its hotel properties, including one hotel site for which development is in process. Three of these leases are operating leases and two are finance leases. The ground lease agreements terminate at various dates between 2023 and 2096 and several of the agreements include multiple renewal options for generally five or ten year periods. The Company is also a tenant under an operating lease for its corporate office, which terminates in August 2021 and includes renewal options for two five -year terms. As the Company is reasonably certain that it will exercise the options to extend its ground leases, fixed payments associated with the extensions are included in the measurement of related right-of-use assets and lease liabilities. Payments associated with the option to extend the corporate office lease are not included in the measurement of the right-of-use asset and lease liability, as the associated payments cannot be reasonably estimated. Operating lease costs related to ground leases are included in hotel operating expenses, while operating lease costs related to the Company’s office lease are included in general and administrative expenses, in the condensed consolidated statements of operations. Finance lease interest costs are included in interest expense, net in the condensed consolidated statements of operations (see Note 6 ) or, when pertaining to assets under development, are capitalized and included in property and equipment, net on the condensed consolidated balance sheets (see Note 5 ). As the Company’s finance lease right-of-use assets pertain to land and land under development, and as the Company elected the practical expedient to retain prior lease classification upon adoption of ASC 842, Leases , no amortization costs related to finance leases were incurred during the three months ended March 31, 2019 . The Company has no variable lease costs or short-term leases. For the three months ended March 31, 2019 , the components of the Company’s total lease costs are as follows (in thousands): Three Months Ended March 31, 2019 Operating lease costs $ 768 Finance lease costs - interest 61 Total lease costs 829 The Company’s right-of-use assets and lease liabilities are as follows (in thousands): March 31, 2019 December 31, 2018 (4) Right-of-use assets: Operating (1) $ 6,540 $ — Finance (2) 3,979 3,843 Lease liabilities: Operating (3) 14,046 — Finance 3,469 3,360 _________________________________ (1) Included in other assets on the accompanying condensed consolidated balance sheets. (2) Included in property and equipment, net on the accompanying condensed consolidated balance sheets. (3) Included in accounts payable and accrued liabilities on the accompanying condensed consolidated balance sheets. (4) Finance lease right-of-use assets and liabilities as of December 31, 2018, were previously classified as capital lease assets and liabilities under ASC 840, Leases. Maturities of lease liabilities as of March 31, 2019 , are as follows (in thousands): Years Ending December 31, Operating Leases Finance Leases Remainder of 2019 $ 2,089 $ 271 2020 2,899 386 2021 2,220 395 2022 806 397 2023 545 400 2024 503 402 Thereafter 77,594 3,100 Total $ 86,656 $ 5,351 Total discounted lease liability $ 14,046 $ 3,469 Difference between undiscounted cash flows and discounted cash flows $ 72,610 $ 1,882 Weighted-average remaining lease term 39 years 13 years Weighted-average discount rate 6.3 % 7.0 % Future minimum lease payments as of December 31, 2018 , disclosed in accordance with ASC 840, Leases , were as follows (in thousands): Years Ending December 31, Operating Leases Finance Leases 2019 $ 2,779 $ 351 2020 2,899 375 2021 2,220 384 2022 806 386 2023 545 387 Thereafter 78,097 3,340 Total $ 87,346 $ 5,223 The Company’s leases do not contain residual value guarantees and do not contain restrictions with respect to incurring additional financial obligations or dividends. As of March 31, 2019 , the Company does not have any leases that have not yet commenced. Letter of Credit —As of March 31, 2019 , the Company had one outstanding letter of credit, issued by the Corporation, for $0.2 million , which is collateralized by the Corporation Revolving Credit Facility. Legal Contingencies —As of March 31, 2019, six purported class action lawsuits in California have been filed against the Company. The complaints allege, among other things, failure to provide meal and rest periods, wage and hour violations and violations of the Fair Credit Reporting Act. The complaints seek, among other relief, collective and class certification of the lawsuits, unspecified damages, costs and expenses, including attorneys’ fees, and such other relief as the Court might find just and proper. The Company believes it has meritorious defenses and is prepared to vigorously defend the lawsuits. While we believe it is reasonably possible that we may incur losses associated with the above described lawsuits, it is not possible to estimate the amount of loss or range of loss, if any, that might result from adverse judgments, settlements or other resolution of these lawsuits based on the early stage of these lawsuits, the uncertainty as to the certification of a class or classes and the size of any certified class, if applicable, and the lack of resolution of significant factual and legal issues. However, depending on the amount and timing, an unfavorable resolution of some or all of these lawsuits could have a material adverse effect on the Company’s condensed consolidated financial statements, results of operations or liquidity in a future period. 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 condensed consolidated financial statements. |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - REIT | 3 Months Ended |
Mar. 31, 2019 | |
Entity Information [Line Items] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Lease Commitments —The Company is a tenant under long-term ground leases at five of its hotel properties, including one hotel site for which development is in process. Three of these leases are operating leases and two are finance leases. The ground lease agreements terminate at various dates between 2023 and 2096 and several of the agreements include multiple renewal options for generally five or ten year periods. The Company is also a tenant under an operating lease for its corporate office, which terminates in August 2021 and includes renewal options for two five -year terms. As the Company is reasonably certain that it will exercise the options to extend its ground leases, fixed payments associated with the extensions are included in the measurement of related right-of-use assets and lease liabilities. Payments associated with the option to extend the corporate office lease are not included in the measurement of the right-of-use asset and lease liability, as the associated payments cannot be reasonably estimated. Operating lease costs related to ground leases are included in hotel operating expenses, while operating lease costs related to the Company’s office lease are included in general and administrative expenses, in the condensed consolidated statements of operations. Finance lease interest costs are included in interest expense, net in the condensed consolidated statements of operations (see Note 6 ) or, when pertaining to assets under development, are capitalized and included in property and equipment, net on the condensed consolidated balance sheets (see Note 5 ). As the Company’s finance lease right-of-use assets pertain to land and land under development, and as the Company elected the practical expedient to retain prior lease classification upon adoption of ASC 842, Leases , no amortization costs related to finance leases were incurred during the three months ended March 31, 2019 . The Company has no variable lease costs or short-term leases. For the three months ended March 31, 2019 , the components of the Company’s total lease costs are as follows (in thousands): Three Months Ended March 31, 2019 Operating lease costs $ 768 Finance lease costs - interest 61 Total lease costs 829 The Company’s right-of-use assets and lease liabilities are as follows (in thousands): March 31, 2019 December 31, 2018 (4) Right-of-use assets: Operating (1) $ 6,540 $ — Finance (2) 3,979 3,843 Lease liabilities: Operating (3) 14,046 — Finance 3,469 3,360 _________________________________ (1) Included in other assets on the accompanying condensed consolidated balance sheets. (2) Included in property and equipment, net on the accompanying condensed consolidated balance sheets. (3) Included in accounts payable and accrued liabilities on the accompanying condensed consolidated balance sheets. (4) Finance lease right-of-use assets and liabilities as of December 31, 2018, were previously classified as capital lease assets and liabilities under ASC 840, Leases. Maturities of lease liabilities as of March 31, 2019 , are as follows (in thousands): Years Ending December 31, Operating Leases Finance Leases Remainder of 2019 $ 2,089 $ 271 2020 2,899 386 2021 2,220 395 2022 806 397 2023 545 400 2024 503 402 Thereafter 77,594 3,100 Total $ 86,656 $ 5,351 Total discounted lease liability $ 14,046 $ 3,469 Difference between undiscounted cash flows and discounted cash flows $ 72,610 $ 1,882 Weighted-average remaining lease term 39 years 13 years Weighted-average discount rate 6.3 % 7.0 % Future minimum lease payments as of December 31, 2018 , disclosed in accordance with ASC 840, Leases , were as follows (in thousands): Years Ending December 31, Operating Leases Finance Leases 2019 $ 2,779 $ 351 2020 2,899 375 2021 2,220 384 2022 806 386 2023 545 387 Thereafter 78,097 3,340 Total $ 87,346 $ 5,223 The Company’s leases do not contain residual value guarantees and do not contain restrictions with respect to incurring additional financial obligations or dividends. As of March 31, 2019 , the Company does not have any leases that have not yet commenced. Letter of Credit —As of March 31, 2019 , the Company had one outstanding letter of credit, issued by the Corporation, for $0.2 million , which is collateralized by the Corporation Revolving Credit Facility. Legal Contingencies —As of March 31, 2019, six purported class action lawsuits in California have been filed against the Company. The complaints allege, among other things, failure to provide meal and rest periods, wage and hour violations and violations of the Fair Credit Reporting Act. The complaints seek, among other relief, collective and class certification of the lawsuits, unspecified damages, costs and expenses, including attorneys’ fees, and such other relief as the Court might find just and proper. The Company believes it has meritorious defenses and is prepared to vigorously defend the lawsuits. While we believe it is reasonably possible that we may incur losses associated with the above described lawsuits, it is not possible to estimate the amount of loss or range of loss, if any, that might result from adverse judgments, settlements or other resolution of these lawsuits based on the early stage of these lawsuits, the uncertainty as to the certification of a class or classes and the size of any certified class, if applicable, and the lack of resolution of significant factual and legal issues. However, depending on the amount and timing, an unfavorable resolution of some or all of these lawsuits could have a material adverse effect on the Company’s condensed consolidated financial statements, results of operations or liquidity in a future period. 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 condensed 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 five of its hotel properties, including one hotel site for which development is in process. Three of these leases are operating leases and two are finance leases. The ground lease agreements terminate at various dates between 2023 and 2096 and several of the agreements include multiple renewal options for generally five or ten year periods. As ESH REIT is reasonably certain that it will exercise the options to extend its ground leases, fixed payments associated with the extensions are included in the measurement of related right-of-use assets and lease liabilities. Operating lease costs related to ground leases are included in hotel operating expenses in the condensed consolidated statements of operations. Finance lease interest costs are included in interest expense, net in the condensed consolidated statements of operations (see Note 6 ) or, when pertaining to assets under development, are capitalized and included in property and equipment, net on the condensed consolidated balance sheets (see Note 5 ). As ESH REIT’s finance lease right-of-use assets pertain to land and land under development, and as ESH REIT elected the practical expedient to retain prior lease classification upon adoption of ASC 842, Leases , no amortization costs related to finance leases were incurred during the three months ended March 31, 2019 . ESH REIT has no variable lease costs or short-term leases. For the three months ended March 31, 2019 , components of ESH REIT’s total lease costs are as follows (in thousands): Three Months Ended March 31, 2019 Operating lease costs $ 325 Finance lease costs - interest 61 Total lease costs 386 ESH REIT’s right-of-use assets and lease liabilities are as follows (in thousands): March 31, 2019 December 31, 2018 (4) Right-of-use assets: Operating (1) $ 2,611 $ — Finance (2) 3,979 3,843 Lease liabilities: Operating (3) 9,286 — Finance 3,469 3,360 _________________________________ (1) Included in other assets on the accompanying condensed consolidated balance sheets. (2) Included in property and equipment, net on the accompanying condensed consolidated balance sheets. (3) Included in accounts payable and accrued liabilities on the accompanying condensed consolidated balance sheets. (4) Finance lease right-of-use assets and liabilities as of December 31, 2018 were previously recorded as capital lease assets and obligations under ASC 840, Leases. Maturities of lease liabilities as of March 31, 2019 , are as follows (in thousands): Years Ending December 31, Operating Leases Finance Leases Remainder of 2019 $ 535 $ 271 2020 779 386 2021 784 395 2022 806 397 2023 545 400 2024 503 402 Thereafter 77,594 3,100 Total $ 81,546 $ 5,351 Total discounted lease liability $ 9,286 $ 3,469 Difference between undiscounted cash flows and discounted cash flows $ 72,260 $ 1,882 Weighted-average remaining lease term 57 years 13 years Weighted-average discount rate 6.5 % 7.0 % Future minimum lease payments as of December 31, 2018 , disclosed in accordance with ASC 840, Leases , were as follows (in thousands): Years Ending December 31, Operating Leases Finance Leases 2019 $ 712 $ 351 2020 779 375 2021 784 384 2022 806 386 2023 545 387 Thereafter 78,097 3,340 Total $ 81,723 $ 5,223 ESH REIT’s leases do not contain residual value guarantees and do not contain restrictions with respect to incurring additional financial obligations or paying dividends. As of March 31, 2019 , ESH REIT does not have any leases that have not yet commenced. Legal Contingencies —ESH REIT is not a party to any litigation or claims, other than routine matters arising in the ordinary course of business that are incidental to the operation of the business of ESH REIT. ESH REIT believes that the results of all claims and litigation, individually or in the aggregate, will not have a material adverse effect on its business or condensed consolidated financial statements. |
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
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, 2019 , 4.5 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 $2.1 million and $2.4 million for the three months ended March 31, 2019 and 2018 , respectively, and is included in general and administrative expenses in the accompanying condensed consolidated statements of operations. As of March 31, 2019 , 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, 2019 , 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 $ 9,637 1.8 RSUs with performance vesting conditions 345 0.8 RSUs with market vesting conditions 5,833 2.3 Total unrecognized compensation expense $ 15,815 RSU activity during the three months ended March 31, 2019 , 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, 2019 523 $ 18.42 32 $ 19.52 297 $ 16.79 Granted 316 $ 17.20 24 $ 17.20 247 $ 15.35 Settled (177 ) $ 17.81 (32 ) $ 19.52 (50 ) $ 12.03 Outstanding at March 31, 2019 662 $ 18.00 24 $ 17.20 494 $ 16.55 Vested at March 31, 2019 1 $ 17.56 — $ — — $ — Nonvested at March 31, 2019 661 $ 18.00 24 $ 17.20 494 $ 16.55 _________________________________ (1) An independent third-party valuation was 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, 2019 , 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 2.90 years Risk-free rate of return 2.46 % Expected dividend yield 5.12 % |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On May 1, 2019 , the Board of Directors of the Corporation declared a cash distribution of $0.09 per share for the first quarter of 2019 on its common stock. The distribution is payable on May 30, 2019 to shareholders of record as of May 16, 2019 . Also on May 1, 2019 , the Board of Directors of ESH REIT declared a cash distribution of $0.14 per share for the first quarter of 2019 on its Class A and Class B common stock. This distribution is also payable on May 30, 2019 to shareholders of record as of May 16, 2019 . |
SUBSEQUENT EVENTS - REIT
SUBSEQUENT EVENTS - REIT | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Event [Line Items] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On May 1, 2019 , the Board of Directors of the Corporation declared a cash distribution of $0.09 per share for the first quarter of 2019 on its common stock. The distribution is payable on May 30, 2019 to shareholders of record as of May 16, 2019 . Also on May 1, 2019 , the Board of Directors of ESH REIT declared a cash distribution of $0.14 per share for the first quarter of 2019 on its Class A and Class B common stock. This distribution is also payable on May 30, 2019 to shareholders of record as of May 16, 2019 . |
ESH REIT | |
Subsequent Event [Line Items] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On May 1, 2019 , the Board of Directors of ESH REIT declared a cash distribution of $0.14 per share for the first quarter of 2019 on its Class A and Class B common stock. The distribution is payable on May 30, 2019 to shareholders of record as of May 16, 2019 . |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
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 condensed consolidated financial statements. The Company believes the disclosures made are adequate to prevent the information presented from being misleading. However, the condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2018 included in the combined annual report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on February 27, 2019. The accompanying 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, 2019 , the results of the Company’s operations, comprehensive income, changes in equity and cash flows for the three months ended March 31, 2019 and 2018 . Interim results are not necessarily indicative of full year performance because of the impact of seasonal and short-term variations, as well as the impact of acquisitions, dispositions and hotel renovations. |
Use of Estimates | Use of Estimates —The preparation of the accompanying condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and 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 charged to expense 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 expected 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 its estimated fair value is recognized as an impairment charge and reduces income from operations. Fair value is determined based upon the discounted cash flows of the hotel property (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, an impairment charge to reduce the carrying value of a hotel property could occur in a future period (see Note 5 ). |
Revenue Recognition | Revenue Generated from Owned and Operated Hotels — Revenue generated from owned and operated hotels consists of room and other hotel revenues recognized when services are provided. When a reservation is made, the Company deems that the parties have approved a 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 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. 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 cancellable reservations, the Company recognizes revenue as each performance obligation (i.e., each room night) is met. Such contract is renewed if the guest continues their stay. 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 nights at an agreed upon price. 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 these 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 it recognizes on a daily basis if the length of a non-cancellable reservation exceeds one night since consumption of room nights indicates when services are transferred to the guest. In certain instances, variable consideration may exist with respect to the transaction price, such as discounts, coupons and price concessions made upon guest checkout. In evaluating its performance obligation, the Company bundles the obligation to provide the guest the room itself with other obligations (such as free WiFi, grab and go breakfast, access to on-site laundry facilities and parking), as the other obligations are not distinct and separable because the guest cannot benefit from the additional amenities without the consumed room night. The Company’s obligation to provide the additional items or services is 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. Certain revenues are generated through third-party intermediaries or distribution channels (i.e., online travel agents). 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 the hotel room and related services to the guest and retains inventory risk. Since the Company controls the inventory and services provided and because third party intermediaries are typically not contractually required to guarantee room night consumption, the Company is the principal in these transactions. As such, the Company is required to record revenue at an amount equal to the price charged to the guest (i.e., on a gross basis). Third-party intermediaries that pay the Company directly (i.e., on a net basis) typically charge the guest additional fees, blend the room offering with other offerings at amounts which are not allocable and may adjust the price without the Company’s approval. As such, the Company is unable to calculate the room rate charged to the guest. Since any estimate the Company would make has significant uncertainty that ultimately would not be resolved, despite its role as principal, in these instances the Company records revenue equal to the amount paid by the third-party intermediaries (i.e., the net amount). Revenue Generated from Franchise and Management Fees — Revenue generated from franchise and management contracts consists of the following: • Franchise fees, which consist of an initial fee and an ongoing royalty fee based on a percentage of a hotel’s monthly revenue in exchange for the access to and use of the Company’s brand name and other intellectual property. Initial fees are deferred and recognized over the expected contract or customer life. Royalty fees are recognized over time as franchisees derive value from the license to use the intellectual property. • Management fees, which consist of an ongoing base fee calculated as a percentage of a hotel’s monthly revenue in exchange for on-site hotel management services. Management fees are recognized over time as third-party hotel owners derive value from on-site personnel and related services. • Other revenues from franchised and managed properties, which include the reimbursement of costs incurred on behalf of third-party owners on a direct and an indirect basis, as follows: ◦ Direct costs incurred with respect to management and franchise agreements include on-site hotel personnel and incremental reservation and distribution costs, respectively, for which the Company is reimbursed on a dollar-for-dollar basis. Since the Company employs the hotel personnel and has discretion over reservation and distribution costs, it is the principal with respect to these services and revenue is recognized on a gross basis. ◦ Indirect costs incurred with respect to franchise agreements include costs associated with certain shared system-wide platforms (i.e., system services), such as marketing, central reservations, revenue management and property management processes and/or systems. The Company is reimbursed for indirect costs through a system service, or program, fee based on a percentage of a hotel’s monthly revenue. System service fees are recognized over time as franchisees derive value from the license to use these processes and systems. The Company has discretion over how it spends system service fees and is the principal with respect to these services. Revenue is recognized on a gross basis; expense is recognized as incurred. Over time, the Company manages system services to break-even, but the timing of revenue will typically not align with the expense to operate the programs. The promise to provide access to the Company’s intellectual property is combined with the promise to provide system services to form a single performance obligation since the promises generally accompany one another. Hotel management services form a single performance obligation. As noted above, each identified performance obligation is considered to be a series of services transferred over time. Revenue is recognized on an output method based on performance completed to date. The Company recognizes 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 in an amount that corresponds directly with the third parties’ hotel revenues. Franchise, management and system service fees are characterized as variable consideration and vary from period to period. 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. In most instances, the Company does not have constraining estimates, as hotel revenues are typically available and obtained monthly. |
Segments | Segments —The Company has two reportable operating segments based on the manner in which we evaluate our business: (i) owned hotels and (ii) franchise and management. The Company assesses the performance of these segments on an individual basis (see Note 9 ). |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Fair Value Measurement— In August 2018, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update which modifies the disclosure requirements for fair value measurements in Topic 820, Fair Value Measurement . This update will be effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019, and may be early adopted. The Company does not expect the adoption of this update to have a material effect on the Company’s condensed consolidated financial statements. Intangibles-Goodwill and Other—Internal-Use Software— In August 2018, the FASB issued an accounting standards update which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal-use software license. This update will be effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019, and may be early adopted. The Company expects to apply this update prospectively and does not expect adoption to have a material effect on the Company’s condensed consolidated financial statements. Compensation—Stock Compensation— In June 2018, the FASB issued an accounting standards update which expands the scope of Topic 718, Stock Compensation to include share-based payments granted to non-employees in exchange for goods or services. The new guidance simplifies the accounting for share-based payments granted to non-employees for goods or services by aligning it with the accounting for share-based payments granted to employees, with certain exceptions. Under the new guidance, non-employee share-based payment awards included within the scope of Topic 718 will be measured at the grant-date fair value of the equity instruments. In addition, classification of non-employee share-based payment awards will be subject to the requirements of Topic 718 unless modified after the good has been delivered and/or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. This approach will eliminate the requirement to reassess classification of such awards upon vesting. The Company adopted this update on January 1, 2019, using a retrospective method. The adoption of this update did not have a material effect on the Company’s condensed consolidated financial statements. Comprehensive Income— In February 2018, the 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”). The Company adopted this update on January 1, 2019, using a retrospective method. The adoption of this update did not have a material effect on the Company’s 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 fiscal years and interim periods within fiscal years beginning after December 15, 2019, and may be adopted early. The Company expects to apply this amendment prospectively and does not expect adoption to have a material effect on the Company’s condensed consolidated financial statements. Leases— ASC 842, Leases , introduced 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 Company adopted ASC 842 on January 1, 2019, using the modified retrospective approach with the Comparatives Under 840 Option, whereby the Company applied the standard at the beginning of the period of adoption and has presented financial information for periods prior to January 1, 2019 in accordance with prior guidance. Upon adoption, the Company elected practical expedients related to (i) the identification and classification of leases that commenced before the effective date, (ii) initial direct costs for leases that commenced before the effective date, (iii) the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset, (iv) land easements, and (v) the evaluation of lease and non-lease components of a contract. Implementation had no cumulative effect on retained earnings. Adoption resulted in the recognition of operating lease right-of-use assets of $7.1 million as of January 1, 2019, which included adjustments for accrued lease payments, above market lease liabilities and lease incentives, and liabilities of $14.5 million . Finance lease right-of-use assets and liabilities recognized as of January 1, 2019, included preexisting assets and liabilities of $3.8 million and $3.4 million , respectively, related to capital leases accounted for under prior guidance. Judgement was exercised in the application of ASC 842 with respect to the determination of whether a contract contains a lease. While the ability to control and direct the use of an identified asset indicates that the contract, or portion of a contract, is a lease, a counterparty’s substantive substitution rights typically provide evidence that a lessee does not control the asset. Judgement was also exercised with respect to the determination of the discount rate used to determine the present value of lease payments. In instances in which interest rates implicit in leases are not readily determinable, the Company uses its incremental borrowing rate. The substantial majority of widely available market maturities and asset-specific risk spreads may not match the underlying contract and, as such, borrowing rates and risk spreads are estimated based on the contract’s term, the counterparty’s security and other characteristics of the identified asset. |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - REIT (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
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 condensed consolidated financial statements. The Company believes the disclosures made are adequate to prevent the information presented from being misleading. However, the condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2018 included in the combined annual report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on February 27, 2019. The accompanying 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, 2019 , the results of the Company’s operations, comprehensive income, changes in equity and cash flows for the three months ended March 31, 2019 and 2018 . Interim results are not necessarily indicative of full year performance because of the impact of seasonal and short-term variations, as well as the impact of acquisitions, dispositions and hotel renovations. |
Use of Estimates | Use of Estimates —The preparation of the accompanying condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and 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 charged to expense 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 expected 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 its estimated fair value is recognized as an impairment charge and reduces income from operations. Fair value is determined based upon the discounted cash flows of the hotel property (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, an impairment charge to reduce the carrying value of a hotel property could occur in a future period (see Note 5 ). |
Revenue Recognition | Revenue Generated from Owned and Operated Hotels — Revenue generated from owned and operated hotels consists of room and other hotel revenues recognized when services are provided. When a reservation is made, the Company deems that the parties have approved a 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 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. 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 cancellable reservations, the Company recognizes revenue as each performance obligation (i.e., each room night) is met. Such contract is renewed if the guest continues their stay. 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 nights at an agreed upon price. 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 these 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 it recognizes on a daily basis if the length of a non-cancellable reservation exceeds one night since consumption of room nights indicates when services are transferred to the guest. In certain instances, variable consideration may exist with respect to the transaction price, such as discounts, coupons and price concessions made upon guest checkout. In evaluating its performance obligation, the Company bundles the obligation to provide the guest the room itself with other obligations (such as free WiFi, grab and go breakfast, access to on-site laundry facilities and parking), as the other obligations are not distinct and separable because the guest cannot benefit from the additional amenities without the consumed room night. The Company’s obligation to provide the additional items or services is 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. Certain revenues are generated through third-party intermediaries or distribution channels (i.e., online travel agents). 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 the hotel room and related services to the guest and retains inventory risk. Since the Company controls the inventory and services provided and because third party intermediaries are typically not contractually required to guarantee room night consumption, the Company is the principal in these transactions. As such, the Company is required to record revenue at an amount equal to the price charged to the guest (i.e., on a gross basis). Third-party intermediaries that pay the Company directly (i.e., on a net basis) typically charge the guest additional fees, blend the room offering with other offerings at amounts which are not allocable and may adjust the price without the Company’s approval. As such, the Company is unable to calculate the room rate charged to the guest. Since any estimate the Company would make has significant uncertainty that ultimately would not be resolved, despite its role as principal, in these instances the Company records revenue equal to the amount paid by the third-party intermediaries (i.e., the net amount). Revenue Generated from Franchise and Management Fees — Revenue generated from franchise and management contracts consists of the following: • Franchise fees, which consist of an initial fee and an ongoing royalty fee based on a percentage of a hotel’s monthly revenue in exchange for the access to and use of the Company’s brand name and other intellectual property. Initial fees are deferred and recognized over the expected contract or customer life. Royalty fees are recognized over time as franchisees derive value from the license to use the intellectual property. • Management fees, which consist of an ongoing base fee calculated as a percentage of a hotel’s monthly revenue in exchange for on-site hotel management services. Management fees are recognized over time as third-party hotel owners derive value from on-site personnel and related services. • Other revenues from franchised and managed properties, which include the reimbursement of costs incurred on behalf of third-party owners on a direct and an indirect basis, as follows: ◦ Direct costs incurred with respect to management and franchise agreements include on-site hotel personnel and incremental reservation and distribution costs, respectively, for which the Company is reimbursed on a dollar-for-dollar basis. Since the Company employs the hotel personnel and has discretion over reservation and distribution costs, it is the principal with respect to these services and revenue is recognized on a gross basis. ◦ Indirect costs incurred with respect to franchise agreements include costs associated with certain shared system-wide platforms (i.e., system services), such as marketing, central reservations, revenue management and property management processes and/or systems. The Company is reimbursed for indirect costs through a system service, or program, fee based on a percentage of a hotel’s monthly revenue. System service fees are recognized over time as franchisees derive value from the license to use these processes and systems. The Company has discretion over how it spends system service fees and is the principal with respect to these services. Revenue is recognized on a gross basis; expense is recognized as incurred. Over time, the Company manages system services to break-even, but the timing of revenue will typically not align with the expense to operate the programs. The promise to provide access to the Company’s intellectual property is combined with the promise to provide system services to form a single performance obligation since the promises generally accompany one another. Hotel management services form a single performance obligation. As noted above, each identified performance obligation is considered to be a series of services transferred over time. Revenue is recognized on an output method based on performance completed to date. The Company recognizes 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 in an amount that corresponds directly with the third parties’ hotel revenues. Franchise, management and system service fees are characterized as variable consideration and vary from period to period. 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. In most instances, the Company does not have constraining estimates, as hotel revenues are typically available and obtained monthly. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Fair Value Measurement— In August 2018, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update which modifies the disclosure requirements for fair value measurements in Topic 820, Fair Value Measurement . This update will be effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019, and may be early adopted. The Company does not expect the adoption of this update to have a material effect on the Company’s condensed consolidated financial statements. Intangibles-Goodwill and Other—Internal-Use Software— In August 2018, the FASB issued an accounting standards update which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal-use software license. This update will be effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019, and may be early adopted. The Company expects to apply this update prospectively and does not expect adoption to have a material effect on the Company’s condensed consolidated financial statements. Compensation—Stock Compensation— In June 2018, the FASB issued an accounting standards update which expands the scope of Topic 718, Stock Compensation to include share-based payments granted to non-employees in exchange for goods or services. The new guidance simplifies the accounting for share-based payments granted to non-employees for goods or services by aligning it with the accounting for share-based payments granted to employees, with certain exceptions. Under the new guidance, non-employee share-based payment awards included within the scope of Topic 718 will be measured at the grant-date fair value of the equity instruments. In addition, classification of non-employee share-based payment awards will be subject to the requirements of Topic 718 unless modified after the good has been delivered and/or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. This approach will eliminate the requirement to reassess classification of such awards upon vesting. The Company adopted this update on January 1, 2019, using a retrospective method. The adoption of this update did not have a material effect on the Company’s condensed consolidated financial statements. Comprehensive Income— In February 2018, the 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”). The Company adopted this update on January 1, 2019, using a retrospective method. The adoption of this update did not have a material effect on the Company’s 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 fiscal years and interim periods within fiscal years beginning after December 15, 2019, and may be adopted early. The Company expects to apply this amendment prospectively and does not expect adoption to have a material effect on the Company’s condensed consolidated financial statements. Leases— ASC 842, Leases , introduced 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 Company adopted ASC 842 on January 1, 2019, using the modified retrospective approach with the Comparatives Under 840 Option, whereby the Company applied the standard at the beginning of the period of adoption and has presented financial information for periods prior to January 1, 2019 in accordance with prior guidance. Upon adoption, the Company elected practical expedients related to (i) the identification and classification of leases that commenced before the effective date, (ii) initial direct costs for leases that commenced before the effective date, (iii) the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset, (iv) land easements, and (v) the evaluation of lease and non-lease components of a contract. Implementation had no cumulative effect on retained earnings. Adoption resulted in the recognition of operating lease right-of-use assets of $7.1 million as of January 1, 2019, which included adjustments for accrued lease payments, above market lease liabilities and lease incentives, and liabilities of $14.5 million . Finance lease right-of-use assets and liabilities recognized as of January 1, 2019, included preexisting assets and liabilities of $3.8 million and $3.4 million , respectively, related to capital leases accounted for under prior guidance. Judgement was exercised in the application of ASC 842 with respect to the determination of whether a contract contains a lease. While the ability to control and direct the use of an identified asset indicates that the contract, or portion of a contract, is a lease, a counterparty’s substantive substitution rights typically provide evidence that a lessee does not control the asset. Judgement was also exercised with respect to the determination of the discount rate used to determine the present value of lease payments. In instances in which interest rates implicit in leases are not readily determinable, the Company uses its incremental borrowing rate. The substantial majority of widely available market maturities and asset-specific risk spreads may not match the underlying contract and, as such, borrowing rates and risk spreads are estimated based on the contract’s term, the counterparty’s security and other characteristics of the identified asset. |
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 condensed consolidated financial statements. ESH REIT believes the disclosures made are adequate to prevent the information presented from being misleading. However, the condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2018 included in the combined annual report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on February 27, 2019. The accompanying 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, 2019 , the results of ESH REIT’s operations, comprehensive income, changes in equity and cash flows for the three months ended March 31, 2019 and 2018 . Interim results are not necessarily indicative of full year performance because of acquisitions, dispositions and the impact of accounting for variable rental payments under lease arrangements. |
Use of Estimates | Use of Estimates —The preparation of the accompanying condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the 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 ) and the grant-date fair value of certain equity-based awards. Actual results could differ from those estimates. |
Property and Equipment | Property and Equipment —Property and equipment additions are recorded at cost. Major improvements that extend the life or utility of property or equipment are capitalized and depreciated over a period equal to the shorter of the estimated useful life of the improvement or the remaining estimated useful life of the asset. Ordinary repairs and maintenance are charged to expense as incurred. Depreciation and amortization are recorded on a straight-line basis over estimated useful lives which range from 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 (when they are grouped under ESH REIT’s leases), to the estimated future undiscounted cash flows expected to be generated by each hotel property or group of hotel properties. Impairment is recognized when estimated future undiscounted cash flows, including expected proceeds from disposition, are less than the carrying value. To the extent that a hotel property or 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 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 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 operating leases with subsidiaries of the Corporation (i.e., all revenues are generated from agreements with related parties (see Note 9 ). Rental revenues are recorded on a straight-line basis as they are earned during the lease terms. Rents receivable from Extended Stay America, Inc. on the accompanying condensed consolidated balance sheets represent monthly rental amounts contractually due. Deferred rents receivable from Extended Stay America, Inc. on the accompanying condensed consolidated balance sheets represent the cumulative difference between straight-line rental revenues recognized and rental revenues contractually due. Lease rental payments received prior to rendering services are included in unearned rental revenues from Extended Stay America, Inc. on the accompanying condensed consolidated balance sheets. Variable rental revenues, specifically percentage rental revenues related to hotel revenues of the Operating Lessees, are recognized when such amounts are fixed and determinable (i.e., only when percentage rental revenue thresholds have been achieved). |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Fair Value Measurement— In August 2018, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update which modifies the disclosure requirements for fair value measurements in Topic 820, Fair Value Measurement . This update will be effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019, and may be early adopted. ESH REIT does not expect the adoption of this update to have a material effect on its condensed consolidated financial statements. Intangibles-Goodwill and Other—Internal-Use Software— In August 2018, the FASB issued an accounting standards update which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal-use software license. This update will be effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019, and may be early adopted. ESH REIT expects to apply this update prospectively and does not expect adoption to have a material effect on its condensed consolidated financial statements. Compensation—Stock Compensation— In June 2018, the FASB issued an accounting standards update which expands the scope of Topic 718, Stock Compensation to include share-based payments granted to non-employees in exchange for goods or services. The new guidance simplifies the accounting for share-based payments granted to non-employees for goods or services by aligning it with the accounting for share-based payments granted to employees, with certain exceptions. Under the new guidance, non-employee share-based payment awards included within the scope of Topic 718 will be measured at the grant-date fair value of the equity instruments. In addition, classification of non-employee share-based payment awards will be subject to the requirements of Topic 718 unless modified after the good has been delivered and/or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. This approach will eliminate the requirement to reassess classification of such awards upon vesting. ESH REIT adopted this update on January 1, 2019, using a retrospective method. The adoption of this update did not have a material effect on ESH REIT’s 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 fiscal years and interim periods within fiscal years beginning after December 15, 2019, and may be adopted early. ESH REIT expects to apply this amendment prospectively and does not expect adoption to have a material effect on its condensed consolidated financial statements. Leases —ASC 842, Leases , introduced 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. ESH REIT adopted ASC 842 on January 1, 2019, using the modified retrospective approach with the Comparatives Under 840 Option, whereby ESH REIT applied the standard at the beginning of the period of adoption and has presented financial information for periods prior to January 1, 2019 in accordance with prior guidance. Upon adoption, ESH REIT elected practical expedients related to (i) the identification and classification of leases that commenced before the effective date, (ii) initial direct costs for leases that commenced before the effective date, (iii) the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset, (iv) land easements, and (v) the evaluation of lease and non-lease components of a contract. Implementation had no cumulative effect on retained earnings. Adoption resulted in the recognition of operating lease right-of-use assets of $2.8 million as of January 1, 2019, which included adjustments for accrued lease payments, above market lease liabilities and lease incentives, and liabilities of $9.3 million . Finance lease right-of-use assets and liabilities recognized as of January 1, 2019, included preexisting assets and liabilities of $3.8 million and $3.4 million , respectively, related to capital leases accounted for under prior guidance. Judgement was exercised in the application of ASC 842 with respect to the determination of whether a contract contains a lease. While the ability to control and direct the use of an identified asset indicates that the contract, or portion of a contract, is a lease, a counterparty’s substantive substitution rights typically provide evidence that a lessee does not control the asset. Judgement was also exercised with respect to the determination of the discount rate used to determine the present value of lease payments. In instances in which interest rates implicit in leases are not readily determinable, ESH REIT uses its incremental borrowing rate. The substantial majority of widely available market maturities and asset-specific risk spreads may not match the underlying contract and, as such, borrowing rates and risk spreads are estimated based on the contract’s term, the counterparty’s security and other characteristics of the identified asset. Under ASC 842, lessor accounting for leases did not substantially change from previous guidance; however, the standard introduced certain modifications to conform lessor accounting with the lessee model, further defined certain lease and non-lease components and changed the definition of initial direct costs of leases. The adoption of ASC 842 did not have a material effect on ESH REIT’s revenue recognition or related disclosures. |
NET INCOME PER SHARE (Tables)
NET INCOME PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
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 2019 2018 Numerator: Net income available to Extended Stay America, Inc. common shareholders - basic $ 21,934 $ 14,852 Income attributable to noncontrolling interests assuming conversion (4 ) (17 ) Net income available to Extended Stay America, Inc. common shareholders - diluted $ 21,930 $ 14,835 Denominator: Weighted-average number of Extended Stay America, Inc. common shares outstanding - basic 188,348 192,201 Dilutive securities 228 365 Weighted-average number of Extended Stay America, Inc. common shares outstanding - diluted 188,576 192,566 Net income per Extended Stay America, Inc. common share - basic $ 0.12 $ 0.08 Net income per Extended Stay America, Inc. common share - diluted $ 0.12 $ 0.08 |
NET INCOME PER SHARE - REIT (Ta
NET INCOME PER SHARE - REIT (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 2019 2018 Numerator: Net income available to Extended Stay America, Inc. common shareholders - basic $ 21,934 $ 14,852 Income attributable to noncontrolling interests assuming conversion (4 ) (17 ) Net income available to Extended Stay America, Inc. common shareholders - diluted $ 21,930 $ 14,835 Denominator: Weighted-average number of Extended Stay America, Inc. common shares outstanding - basic 188,348 192,201 Dilutive securities 228 365 Weighted-average number of Extended Stay America, Inc. common shares outstanding - diluted 188,576 192,566 Net income per Extended Stay America, Inc. common share - basic $ 0.12 $ 0.08 Net income per Extended Stay America, Inc. common share - diluted $ 0.12 $ 0.08 |
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 per share, including a reconciliation of the numerators and denominators, are as follows (in thousands, except per share data): Three Months Ended 2019 2018 Numerator: Net income $ 15,066 $ 37,581 Less preferred dividends (4 ) (4 ) Net income available to ESH Hospitality, Inc. common shareholders $ 15,062 $ 37,577 Class A: Net income available to ESH Hospitality, Inc. Class A common $ 8,598 $ 21,262 Amounts attributable to ESH Hospitality, Inc. Class B (4 ) (17 ) Net income available to ESH Hospitality, Inc. Class A common $ 8,594 $ 21,245 Class B: Net income available to ESH Hospitality, Inc. Class B common $ 6,464 $ 16,315 Amounts attributable to ESH Hospitality, Inc. Class B 4 17 Net income available to ESH Hospitality, Inc. Class B common $ 6,468 $ 16,332 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 188,348 192,201 Dilutive securities 228 365 Weighted-average number of ESH Hospitality, Inc. Class B common 188,576 192,566 Net income per ESH Hospitality, Inc. common share - Class A - basic $ 0.03 $ 0.08 Net income per ESH Hospitality, Inc. common share - Class A - diluted $ 0.03 $ 0.08 Net income per ESH Hospitality, Inc. common share - Class B - basic $ 0.03 $ 0.08 Net income per ESH Hospitality, Inc. common share - Class B - diluted $ 0.03 $ 0.08 |
HOTEL DISPOSITIONS (Tables)
HOTEL DISPOSITIONS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Summary of Total Revenues and Expenses | The table below summarizes hotel dispositions during the year ended December 31, 2018 (in thousands, except number of hotels and number of rooms). None of the 2018 dispositions were reported as discontinued operations. Year Brand Location Month Sold Number of Number of Net Proceeds Gain (Loss) Franchised/Managed (1) 2018 Extended Stay America Various November 14 1,369 $ 34,855 $ 1,331 (2) Yes 2018 Extended Stay America Various September 16 1,680 60,710 6,293 (2) Yes 2018 Extended Stay America Various September 16 1,776 58,144 (3,014 ) (2) Yes 2018 Extended Stay America Various February 25 2,430 111,156 6,810 (2) Yes 2018 Extended Stay America Texas March 1 101 44,090 31,058 Yes (3) ________________________________ (1) As of March 31, 2019 . (2) Net of impairment charges of $16.8 million , $24.3 million , $6.3 million and $2.1 million , respectively, recognized prior to sale. (3) Remaining term of franchise or management agreement is less than one year. During the three months ended March 31, 2018 , disposed hotel properties contributed total room and other hotel revenues, total operating expenses and loss before income tax expense as follows (in thousands): Three Months Ended Total room and other hotel revenues $ 18,700 Total operating expenses (1) 53,613 Loss before income tax expense (1) (34,913 ) ________________________________ (1) Includes impairment charges of approximately $37.4 million for the three months ended March 31, 2018 . |
HOTEL DISPOSITIONS - REIT (Tabl
HOTEL DISPOSITIONS - REIT (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |
Summary of Total Revenues and Expenses | The table below summarizes hotel dispositions during the year ended December 31, 2018 (in thousands, except number of hotels and number of rooms). None of the 2018 dispositions were reported as discontinued operations. Year Brand Location Month Sold Number of Number of Net Proceeds Gain (Loss) Franchised/Managed (1) 2018 Extended Stay America Various November 14 1,369 $ 34,855 $ 1,331 (2) Yes 2018 Extended Stay America Various September 16 1,680 60,710 6,293 (2) Yes 2018 Extended Stay America Various September 16 1,776 58,144 (3,014 ) (2) Yes 2018 Extended Stay America Various February 25 2,430 111,156 6,810 (2) Yes 2018 Extended Stay America Texas March 1 101 44,090 31,058 Yes (3) ________________________________ (1) As of March 31, 2019 . (2) Net of impairment charges of $16.8 million , $24.3 million , $6.3 million and $2.1 million , respectively, recognized prior to sale. (3) Remaining term of franchise or management agreement is less than one year. During the three months ended March 31, 2018 , disposed hotel properties contributed total room and other hotel revenues, total operating expenses and loss before income tax expense as follows (in thousands): Three Months Ended Total room and other hotel revenues $ 18,700 Total operating expenses (1) 53,613 Loss before income tax expense (1) (34,913 ) ________________________________ (1) Includes impairment charges of approximately $37.4 million for the three months ended March 31, 2018 . |
ESH REIT | |
Property, Plant and Equipment [Line Items] | |
Summary of Total Revenues and Expenses | The table below summarizes hotel dispositions during the year ended December 31, 2018 (in thousands, except number of hotels and number of rooms). None of the 2018 dispositions were reported as discontinued operations. Year Brand Location Month Sold Number of Number of Net Proceeds (Loss) Gain 2018 Extended Stay America Various November 14 1,369 $ 34,855 $ (14,930 ) 2018 Extended Stay America Various September 16 1,680 60,710 (17,025 ) 2018 Extended Stay America Various September 16 1,776 58,144 (8,934 ) 2018 Extended Stay America Various February 25 2,430 111,156 4,269 2018 Extended Stay America Texas March 1 101 44,090 30,992 During the three months ended March 31, 2018 , disposed hotel properties contributed rental revenues, total operating expenses and income before income tax expense as follows (in thousands): Three Months Ended Rental revenues from Extended Stay America, Inc. $ 8,104 Total operating expenses 6,234 Income before income tax expense 1,870 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Net Investment in Property and Equipment | Net investment in property and equipment as of March 31, 2019 and December 31, 2018 , consists of the following (in thousands): March 31, December 31, 2018 Hotel properties: Land and site improvements (1) $ 1,215,898 $ 1,215,710 Building and improvements 2,738,715 2,729,661 Furniture, fixtures and equipment 700,133 674,545 Total hotel properties 4,654,746 4,619,916 Development in process (2) 36,483 27,174 Corporate furniture, fixtures, equipment and other 23,317 22,972 Undeveloped land parcel 1,675 1,675 Total cost 4,716,221 4,671,737 Less accumulated depreciation: Hotel properties (1,243,698 ) (1,201,260 ) Corporate furniture, fixtures, equipment and other (17,137 ) (16,845 ) Total accumulated depreciation (1,260,835 ) (1,218,105 ) Property and equipment - net $ 3,455,386 $ 3,453,632 _________________________________ (1) Includes finance lease asset of $3.2 million as of March 31, 2019 and December 31, 2018 . (2) Includes finance lease asset of $0.8 million and $0.6 million as of March 31, 2019 and December 31, 2018 , respectively. |
PROPERTY AND EQUIPMENT - REIT (
PROPERTY AND EQUIPMENT - REIT (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |
Net Investment in Property and Equipment | Net investment in property and equipment as of March 31, 2019 and December 31, 2018 , consists of the following (in thousands): March 31, December 31, 2018 Hotel properties: Land and site improvements (1) $ 1,215,898 $ 1,215,710 Building and improvements 2,738,715 2,729,661 Furniture, fixtures and equipment 700,133 674,545 Total hotel properties 4,654,746 4,619,916 Development in process (2) 36,483 27,174 Corporate furniture, fixtures, equipment and other 23,317 22,972 Undeveloped land parcel 1,675 1,675 Total cost 4,716,221 4,671,737 Less accumulated depreciation: Hotel properties (1,243,698 ) (1,201,260 ) Corporate furniture, fixtures, equipment and other (17,137 ) (16,845 ) Total accumulated depreciation (1,260,835 ) (1,218,105 ) Property and equipment - net $ 3,455,386 $ 3,453,632 _________________________________ (1) Includes finance lease asset of $3.2 million as of March 31, 2019 and December 31, 2018 . (2) Includes finance lease asset of $0.8 million and $0.6 million as of March 31, 2019 and December 31, 2018 , respectively. |
ESH REIT | |
Property, Plant and Equipment [Line Items] | |
Net Investment in Property and Equipment | Net investment in property and equipment as of March 31, 2019 and December 31, 2018 , consists of the following (in thousands): March 31, December 31, Hotel properties: Land and site improvements (1) $ 1,218,265 $ 1,218,077 Building and improvements 2,765,727 2,756,674 Furniture, fixtures and equipment 704,402 679,944 Total hotel properties 4,688,394 4,654,695 Development in process (2) 36,483 27,174 Undeveloped land parcel 1,675 1,675 Total cost 4,726,552 4,683,544 Less accumulated depreciation (1,258,072 ) (1,215,899 ) Property and equipment - net $ 3,468,480 $ 3,467,645 _________________________________ (1) Includes finance lease asset of $3.2 million as of March 31, 2019 and December 31, 2018. (2) Includes finance lease asset of $0.8 million and $0.6 million as of March 31, 2019 and December 31, 2018, respectively. |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Outstanding Debt | Summary - The Company’s outstanding debt, net of unamortized debt discount and unamortized deferred financing costs, as of March 31, 2019 and December 31, 2018 , consists of the following (dollars in thousands): Stated (1) Carrying Amount Unamortized Deferred Financing Costs Loan March 31, 2019 December 31, 2018 March 31, 2019 December 31, 2018 Stated Interest Rate Maturity Date Term loan facility ESH REIT Term Facility $ 1,300,000 $ 1,129,649 (2) $ 1,132,259 (2) $ 9,981 $ 10,546 LIBOR (3) + 2.00% 8/30/2023 (1) Senior notes 2025 Notes 1,300,000 1,292,000 (4) 1,291,671 (4) 17,172 17,877 5.25% 5/1/2025 Revolving credit facilities ESH REIT Revolving Credit Facility 350,000 — — 1,331 (5) 1,469 (5) LIBOR (3) + 2.75% 8/30/2021 Corporation Revolving Credit Facility 50,000 — — 264 (5) 292 (5) LIBOR (3) + 3.00% 8/30/2021 Unsecured Intercompany Facility Unsecured Intercompany Facility (6) 75,000 — — — — 5.00% 8/30/2023 Total $ 2,421,649 $ 2,423,930 $ 28,748 $ 30,184 _________________________________ (1) Amortization is interest only, except for the ESH REIT Term Facility (as defined below), which amortizes in equal quarterly installments of $2.8 million . In addition to scheduled amortization, subject to certain exceptions, annual mandatory prepayments of up to 50% of Excess Cash Flow, as defined, may be required under the ESH REIT Term Facility. 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 2019 based on ESH REIT’s Excess Cash Flow for the year ended December 31, 2018. (2) ESH REIT Term Facility is presented net of an unamortized debt discount of $4.1 million and $4.3 million as of March 31, 2019 and December 31, 2018 , respectively. (3) As of March 31, 2019 and December 31, 2018 , one-month LIBOR was 2.49% and 2.50% , respectively. As of March 31, 2019 , $250.0 million of the ESH REIT Term Facility is subject to an interest rate swap at a fixed rate of 1.175% . (4) The 2025 Notes (as defined below) are presented net of an unamortized debt discount of $8.0 million and $8.3 million as of March 31, 2019 and December 31, 2018 , respectively. (5) Unamortized deferred financing costs related to revolving credit facilities are included in other assets in the accompanying condensed consolidated balance sheets. (6) Any outstanding debt balances and interest expense, as applicable, owed from ESH REIT to the Corporation eliminate in consolidation. |
Summary of Components of Interest Expense | The components of net interest expense during the three months ended March 31, 2019 and 2018 , are as follows (in thousands): Three Months Ended March 31, 2019 2018 Contractual interest (1) $ 28,717 $ 28,962 Amortization of deferred financing costs and debt discount 1,997 2,015 Debt extinguishment and other costs (2) 401 720 Interest Income (1,511 ) (57 ) Total $ 29,604 $ 31,640 ______________________ (1) Includes dividends on shares of mandatorily redeemable Corporation preferred stock. (2) Includes interest expense on finance leases (see Note 11 ) and unused facility fees. |
DEBT - REIT (Tables)
DEBT - REIT (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Entity Information [Line Items] | |
Outstanding Debt | Summary - The Company’s outstanding debt, net of unamortized debt discount and unamortized deferred financing costs, as of March 31, 2019 and December 31, 2018 , consists of the following (dollars in thousands): Stated (1) Carrying Amount Unamortized Deferred Financing Costs Loan March 31, 2019 December 31, 2018 March 31, 2019 December 31, 2018 Stated Interest Rate Maturity Date Term loan facility ESH REIT Term Facility $ 1,300,000 $ 1,129,649 (2) $ 1,132,259 (2) $ 9,981 $ 10,546 LIBOR (3) + 2.00% 8/30/2023 (1) Senior notes 2025 Notes 1,300,000 1,292,000 (4) 1,291,671 (4) 17,172 17,877 5.25% 5/1/2025 Revolving credit facilities ESH REIT Revolving Credit Facility 350,000 — — 1,331 (5) 1,469 (5) LIBOR (3) + 2.75% 8/30/2021 Corporation Revolving Credit Facility 50,000 — — 264 (5) 292 (5) LIBOR (3) + 3.00% 8/30/2021 Unsecured Intercompany Facility Unsecured Intercompany Facility (6) 75,000 — — — — 5.00% 8/30/2023 Total $ 2,421,649 $ 2,423,930 $ 28,748 $ 30,184 _________________________________ (1) Amortization is interest only, except for the ESH REIT Term Facility (as defined below), which amortizes in equal quarterly installments of $2.8 million . In addition to scheduled amortization, subject to certain exceptions, annual mandatory prepayments of up to 50% of Excess Cash Flow, as defined, may be required under the ESH REIT Term Facility. 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 2019 based on ESH REIT’s Excess Cash Flow for the year ended December 31, 2018. (2) ESH REIT Term Facility is presented net of an unamortized debt discount of $4.1 million and $4.3 million as of March 31, 2019 and December 31, 2018 , respectively. (3) As of March 31, 2019 and December 31, 2018 , one-month LIBOR was 2.49% and 2.50% , respectively. As of March 31, 2019 , $250.0 million of the ESH REIT Term Facility is subject to an interest rate swap at a fixed rate of 1.175% . (4) The 2025 Notes (as defined below) are presented net of an unamortized debt discount of $8.0 million and $8.3 million as of March 31, 2019 and December 31, 2018 , respectively. (5) Unamortized deferred financing costs related to revolving credit facilities are included in other assets in the accompanying condensed consolidated balance sheets. (6) Any outstanding debt balances and interest expense, as applicable, owed from ESH REIT to the Corporation eliminate in consolidation. |
Summary of Components of Interest Expense | The components of net interest expense during the three months ended March 31, 2019 and 2018 , are as follows (in thousands): Three Months Ended March 31, 2019 2018 Contractual interest (1) $ 28,717 $ 28,962 Amortization of deferred financing costs and debt discount 1,997 2,015 Debt extinguishment and other costs (2) 401 720 Interest Income (1,511 ) (57 ) Total $ 29,604 $ 31,640 ______________________ (1) Includes dividends on shares of mandatorily redeemable Corporation preferred stock. (2) Includes interest expense on finance leases (see Note 11 ) and unused facility fees. |
ESH REIT | |
Entity Information [Line Items] | |
Outstanding Debt | ESH REIT’s outstanding debt, net of unamortized debt discount and unamortized deferred financing costs, as of March 31, 2019 and December 31, 2018 , consists of the following (dollars in thousands): Stated Amount (1) Carrying Amount Unamortized Deferred Financing Costs Loan March 31, 2019 December 31, 2018 March 31, 2019 December 31, 2018 Stated Interest Rate Maturity Date Term loan facility ESH REIT Term Facility $ 1,300,000 $ 1,129,649 (2) $ 1,132,259 (2) $ 9,981 $ 10,546 LIBOR (3) + 2.00% 8/30/2023 (1) Senior notes 2025 Notes 1,300,000 1,292,000 (4) 1,291,671 (4) 17,172 17,877 5.25% 5/1/2025 Revolving credit facility ESH REIT Revolving Credit Facility 350,000 — — 1,331 (5) 1,469 (5) LIBOR (3) + 2.75% 8/30/2021 Unsecured Intercompany Facility Unsecured Intercompany Facility 75,000 — — — — 5.00% 8/30/2023 Total $ 2,421,649 $ 2,423,930 $ 28,484 $ 29,892 _________________________________ (1) Amortization is interest only, except for the ESH REIT Term Facility (as defined below), which amortizes in equal quarterly installments of $2.8 million . In addition to scheduled amortization, subject to certain exceptions, annual mandatory prepayments of up to 50% of Excess Cash Flow, as defined, may be required under the ESH REIT Term Facility. 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 2019 based on ESH REIT’s Excess Cash Flow for the year ended December 31, 2018. (2) ESH REIT Term Facility is presented net of an unamortized debt discount of $4.1 million and $4.3 million as of March 31, 2019 and December 31, 2018 , respectively. (3) As of March 31, 2019 and December 31, 2018 , one-month LIBOR was 2.49% and 2.50% , respectively. As of March 31, 2019 , $250.0 million of the ESH REIT Term Facility is subject to an interest rate swap at a fixed rate of 1.175% . (4) The 2025 Notes (as defined below) are presented net of an unamortized debt discount of $8.0 million and $8.3 million as of March 31, 2019 and December 31, 2018 , respectively. (5) Unamortized deferred financing costs related to the revolving credit facility are included in other assets in the accompanying condensed consolidated balance sheets. |
Summary of Components of Interest Expense | The components of net interest expense during the three months ended March 31, 2019 and 2018 , are as follows (in thousands): Three Months Ended March 31, 2019 2018 Contractual interest $ 28,575 $ 28,820 Amortization of deferred financing costs and debt discount 1,969 1,988 Debt extinguishment and other costs (1) 356 691 Interest Income (966 ) (4 ) Total $ 29,934 $ 31,495 ______________________ (1) Includes interest expense on finance leases (see Note 10 ) and unused facility fees. |
DERIVATIVE INSTRUMENTS (Tables)
DERIVATIVE INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The table below presents the amounts and classification of the interest rate swap on the Company’s condensed consolidated financial statements (in thousands): Other assets Accumulated other comprehensive income, net of tax Interest (income) expense, net As of March 31, 2019 $ 4,103 $ 3,496 (1) As of December 31, 2018 $ 5,789 $ 4,934 (2) For the three months ended March 31, 2019 $ (975 ) For the three months ended March 31, 2018 $ (421 ) _______________________________ (1) Changes during the three months ended March 31, 2019 , on a pre-tax basis, consisted of changes in fair value of $1.7 million . (2) Changes during the year ended December 31, 2018, on a pre-tax basis, consisted of changes in fair value of $(0.6) million and the cumulative effect adjustment of $(0.7) million recorded as a result of adopting ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities , on January 1, 2018. |
DERIVATIVE INSTRUMENTS - REIT (
DERIVATIVE INSTRUMENTS - REIT (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Entity Information [Line Items] | |
Schedule of Derivative Instruments | The table below presents the amounts and classification of the interest rate swap on the Company’s condensed consolidated financial statements (in thousands): Other assets Accumulated other comprehensive income, net of tax Interest (income) expense, net As of March 31, 2019 $ 4,103 $ 3,496 (1) As of December 31, 2018 $ 5,789 $ 4,934 (2) For the three months ended March 31, 2019 $ (975 ) For the three months ended March 31, 2018 $ (421 ) _______________________________ (1) Changes during the three months ended March 31, 2019 , on a pre-tax basis, consisted of changes in fair value of $1.7 million . (2) Changes during the year ended December 31, 2018, on a pre-tax basis, consisted of changes in fair value of $(0.6) million and the cumulative effect adjustment of $(0.7) million recorded as a result of adopting ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities , on January 1, 2018. |
ESH REIT | |
Entity Information [Line Items] | |
Schedule of Derivative Instruments | The table below presents the amounts and classification of the interest rate swap on ESH REIT’s condensed consolidated financial statements (in thousands): Other assets Accumulated other comprehensive income, net of tax Interest (income) expense, net As of March 31, 2019 $ 4,103 $ 4,103 (1) As of December 31, 2018 $ 5,789 $ 5,789 (2) For the three months ended March 31, 2019 $ (975 ) For the three months ended March 31, 2018 $ (421 ) _______________________________ (1) Changes during the three months ended March 31, 2019 , on a pre-tax basis, consisted of changes in fair value of $1.7 million . (2) Changes during the year ended December 31, 2018, on a pre-tax basis, consisted of changes in fair value of $(0.6) million and the cumulative effect adjustment of $(0.7) million recorded as a result of adopting ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities , on January 1, 2018. |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table disaggregates revenues from franchised and managed hotels for the three months ended March 31, 2019 and 2018 (in thousands): Three Months Ended 2019 2018 Management fees $ 293 $ 198 Franchise fees 932 217 Indirect reimbursements (system services fees) 1,185 208 Direct reimbursements 2,910 1,659 Total revenues from franchised and managed hotels $ 5,320 $ 2,282 The following table disaggregates room revenues generated from owned hotels by booking source for the three months ended March 31, 2019 and 2018 (in thousands): Three Months Ended 2019 2018 Property direct $ 73,543 $ 93,386 Central call center 65,537 68,464 Proprietary website 49,255 49,859 Third-party intermediaries 69,097 67,119 (1) Travel agency global distribution systems 9,614 11,382 (1) Total room revenues (2) $ 267,046 $ 290,210 _________________________________ (1) As a result of the correction of a classification error, $16.3 million of room revenues generated from opaque booking channels, which were previously reported as revenues generated from travel agency global distribution systems, have been reclassified and reported as revenues generated from third-party intermediaries. The Company concluded that the effect of the error is immaterial to previously issued financial statements but has made the correction for consistent presentation. (2) In addition to room revenues, the Company’s owned hotels earned $5.3 million of other hotel revenues during each of the three months ended March 31, 2019 and 2018 . The following table disaggregates room revenues generated from owned hotels by length of guest stay for the three months ended March 31, 2019 and 2018 (in thousands): Three Months Ended 2019 2018 1-6 nights $ 101,424 $ 105,030 7-29 nights 55,100 60,764 30+ nights 110,522 124,416 Total room revenues (1) $ 267,046 $ 290,210 _________________________________ (1) In addition to room revenues, the Company’s owned hotels earned $5.3 million of other hotel revenues during each of the three months ended March 31, 2019 and 2018 . |
Schedule of Outstanding Customer Contract Liabilities | The following table presents outstanding contract liabilities and the amount of outstanding January 1, 2019 contract liabilities that were recognized as revenue during the three months ended March 31, 2019 in the accompanying condensed consolidated statements of operations (in thousands): Outstanding Contract Liabilities Outstanding Contract Liabilities as of January 1, 2019 Recognized as Revenue As of March 31, 2019 $ 18,466 As of January 1, 2019 13,829 For the three months ended March 31, 2019 $ 8,397 |
SEGMENTS (Tables)
SEGMENTS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 2019 2018 Revenues: Owned hotels $ 272,349 $ 295,485 Franchise and management (1) 2,042 1,301 Total segment revenues 274,391 296,786 Corporate and other (2) 19,514 21,330 Other revenues from franchised and managed properties (3) 4,095 1,867 Intersegment eliminations (4) (20,331 ) (22,216 ) Total 277,669 297,767 Income (loss) from operations: Owned hotels (5) $ 69,695 $ 74,462 Franchise and management (1) 2,042 1,301 Total segment income from operations 71,737 75,763 Corporate and other (2) (7,232 ) (6,982 ) Other expenses from franchised and managed properties, net (3) (552 ) (52 ) Total $ 63,953 $ 68,729 _________________________________ (1) Includes intellectual property fees charged to the owned hotels segment of $0.8 million and $0.9 million for the three months ended March 31, 2019 and 2018 , respectively, that are eliminated in the 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. These amounts include management fees earned by and cost reimbursements charged to the owned hotels segment of $19.5 million and $21.3 million for the three months ended March 31, 2019 and 2018 , respectively, that are eliminated in the condensed consolidated statements of 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 well as indirect reimbursement of certain costs incurred associated with the Company’s shared platform (i.e., system services) (see Note 2 ). (4) Includes management fees, intellectual property fees and other cost reimbursements charged to the owned hotels segment that are eliminated in the condensed consolidated statements of operations. (5) Net of impairment charges of $0 and $43.6 million for the three months ended March 31, 2019 and 2018 , respectively. Also includes gain on sale of hotel properties of $0 and $38.1 million for the three months ended March 31, 2019 and 2018 , respectively. |
Schedule of Assets and Capital Expenditures of Operating Segments | Total assets for each of the Company’s operating segments are provided below (in thousands): March 31, 2019 December 31, 2018 Assets: Owned hotels $ 3,635,529 $ 3,643,603 Franchise and management 1,871 14,634 Total segment assets 3,637,400 3,658,237 Corporate and other 324,843 308,181 Intersegment eliminations (39,357 ) (42,208 ) Total $ 3,922,886 $ 3,924,210 Total capital expenditures for each of the Company's operating segments are provided below (in thousands): Three Months Ended 2019 2018 Capital Expenditures: Owned hotels $ 54,762 $ 33,456 Total segment capital expenditures 54,762 33,456 Corporate and other 526 116 Total $ 55,288 $ 33,572 |
RELATED PARTY TRANSACTIONS - _2
RELATED PARTY TRANSACTIONS - REIT (Tables) - ESH REIT | 3 Months Ended |
Mar. 31, 2019 | |
Entity Information [Line Items] | |
Schedule of Future Fixed Rental Payments | Future fixed rental payments to be received under current remaining noncancelable lease terms are as follows (in thousands): Years Ending December 31, Remainder of 2019 $ 338,583 2020 462,860 2021 474,409 2022 486,247 2023 415,112 Total $ 2,177,211 |
Schedule of Related Party Transaction Balances | Related party transaction balances as of March 31, 2019 and December 31, 2018 , include the following (in thousands): March 31, December 31, Leases: Rents receivable (1) $ 10,062 $ 4,098 Deferred rents receivable (2) $ 13,781 $ 8,637 Unearned rental revenues (1) $ (70,363 ) $ (37,506 ) Working capital and other: Ordinary working capital (3) $ (8,830 ) $ (12,581 ) Equity awards (payable) receivable (4) (340 ) 404 Total working capital and other, net (5) $ (9,170 ) $ (12,177 ) ______________________ (1) Rents receivable relate to percentage rents. As of March 31, 2019 , unearned rental revenues related to April 2019 fixed minimum rent of $37.5 million and percentage rent of $32.9 million . As of December 31, 2018 , unearned rental revenues related to January 2019 fixed minimum rent. (2) Revenues recognized in excess of cash rents received. (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. ESH REIT’s fixed and variable rental revenues for the three months ended March 31, 2019 and 2018 are as follows (in thousands): March 31, 2019 March 31, 2018 Fixed rental revenues $ 118,005 $ 113,331 Variable rental revenues (1) — — _________________________________ (1) Regardless of whether cash rental payments are received, ESH REIT only recognizes revenue when a lessee’s revenue exceeds specific thresholds stated in the lease. Percentage rental revenue thresholds were not achieved during the three months ended March 31, 2019 or 2018 . |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Components of lease expense | For the three months ended March 31, 2019 , the components of the Company’s total lease costs are as follows (in thousands): Three Months Ended March 31, 2019 Operating lease costs $ 768 Finance lease costs - interest 61 Total lease costs 829 |
Schedule of right of use assets and lease liabilities | The Company’s right-of-use assets and lease liabilities are as follows (in thousands): March 31, 2019 December 31, 2018 (4) Right-of-use assets: Operating (1) $ 6,540 $ — Finance (2) 3,979 3,843 Lease liabilities: Operating (3) 14,046 — Finance 3,469 3,360 _________________________________ (1) Included in other assets on the accompanying condensed consolidated balance sheets. (2) Included in property and equipment, net on the accompanying condensed consolidated balance sheets. (3) Included in accounts payable and accrued liabilities on the accompanying condensed consolidated balance sheets. (4) Finance lease right-of-use assets and liabilities as of December 31, 2018, were previously classified as capital lease assets and liabilities under ASC 840, Leases. ESH REIT’s right-of-use assets and lease liabilities are as follows (in thousands): March 31, 2019 December 31, 2018 (4) Right-of-use assets: Operating (1) $ 2,611 $ — Finance (2) 3,979 3,843 Lease liabilities: Operating (3) 9,286 — Finance 3,469 3,360 _________________________________ (1) Included in other assets on the accompanying condensed consolidated balance sheets. (2) Included in property and equipment, net on the accompanying condensed consolidated balance sheets. (3) Included in accounts payable and accrued liabilities on the accompanying condensed consolidated balance sheets. (4) Finance lease right-of-use assets and liabilities as of December 31, 2018 were previously recorded as capital lease assets and obligations under ASC 840, Leases. |
Maturities of finance lease liabilities | as of March 31, 2019 , are as follows (in thousands): Years Ending December 31, Operating Leases Finance Leases Remainder of 2019 $ 2,089 $ 271 2020 2,899 386 2021 2,220 395 2022 806 397 2023 545 400 2024 503 402 Thereafter 77,594 3,100 Total $ 86,656 $ 5,351 Total discounted lease liability $ 14,046 $ 3,469 Difference between undiscounted cash flows and discounted cash flows $ 72,610 $ 1,882 Weighted-average remaining lease term 39 years 13 years Weighted-average discount rate 6.3 % 7.0 % |
Maturities of operating lease liabilities | as of March 31, 2019 , are as follows (in thousands): Years Ending December 31, Operating Leases Finance Leases Remainder of 2019 $ 2,089 $ 271 2020 2,899 386 2021 2,220 395 2022 806 397 2023 545 400 2024 503 402 Thereafter 77,594 3,100 Total $ 86,656 $ 5,351 Total discounted lease liability $ 14,046 $ 3,469 Difference between undiscounted cash flows and discounted cash flows $ 72,610 $ 1,882 Weighted-average remaining lease term 39 years 13 years Weighted-average discount rate 6.3 % 7.0 % |
Schedule of future minimum lease payments | Future minimum lease payments as of December 31, 2018 , disclosed in accordance with ASC 840, Leases , were as follows (in thousands): Years Ending December 31, Operating Leases Finance Leases 2019 $ 2,779 $ 351 2020 2,899 375 2021 2,220 384 2022 806 386 2023 545 387 Thereafter 78,097 3,340 Total $ 87,346 $ 5,223 |
Schedule of future minimum lease payments | Future minimum lease payments as of December 31, 2018 , disclosed in accordance with ASC 840, Leases , were as follows (in thousands): Years Ending December 31, Operating Leases Finance Leases 2019 $ 2,779 $ 351 2020 2,899 375 2021 2,220 384 2022 806 386 2023 545 387 Thereafter 78,097 3,340 Total $ 87,346 $ 5,223 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - REIT (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Entity Information [Line Items] | |
Components of lease expense | For the three months ended March 31, 2019 , the components of the Company’s total lease costs are as follows (in thousands): Three Months Ended March 31, 2019 Operating lease costs $ 768 Finance lease costs - interest 61 Total lease costs 829 |
Schedule of right of use assets and lease liabilities | The Company’s right-of-use assets and lease liabilities are as follows (in thousands): March 31, 2019 December 31, 2018 (4) Right-of-use assets: Operating (1) $ 6,540 $ — Finance (2) 3,979 3,843 Lease liabilities: Operating (3) 14,046 — Finance 3,469 3,360 _________________________________ (1) Included in other assets on the accompanying condensed consolidated balance sheets. (2) Included in property and equipment, net on the accompanying condensed consolidated balance sheets. (3) Included in accounts payable and accrued liabilities on the accompanying condensed consolidated balance sheets. (4) Finance lease right-of-use assets and liabilities as of December 31, 2018, were previously classified as capital lease assets and liabilities under ASC 840, Leases. ESH REIT’s right-of-use assets and lease liabilities are as follows (in thousands): March 31, 2019 December 31, 2018 (4) Right-of-use assets: Operating (1) $ 2,611 $ — Finance (2) 3,979 3,843 Lease liabilities: Operating (3) 9,286 — Finance 3,469 3,360 _________________________________ (1) Included in other assets on the accompanying condensed consolidated balance sheets. (2) Included in property and equipment, net on the accompanying condensed consolidated balance sheets. (3) Included in accounts payable and accrued liabilities on the accompanying condensed consolidated balance sheets. (4) Finance lease right-of-use assets and liabilities as of December 31, 2018 were previously recorded as capital lease assets and obligations under ASC 840, Leases. |
Maturities of finance lease liabilities | as of March 31, 2019 , are as follows (in thousands): Years Ending December 31, Operating Leases Finance Leases Remainder of 2019 $ 2,089 $ 271 2020 2,899 386 2021 2,220 395 2022 806 397 2023 545 400 2024 503 402 Thereafter 77,594 3,100 Total $ 86,656 $ 5,351 Total discounted lease liability $ 14,046 $ 3,469 Difference between undiscounted cash flows and discounted cash flows $ 72,610 $ 1,882 Weighted-average remaining lease term 39 years 13 years Weighted-average discount rate 6.3 % 7.0 % |
Maturities of operating lease liabilities | as of March 31, 2019 , are as follows (in thousands): Years Ending December 31, Operating Leases Finance Leases Remainder of 2019 $ 2,089 $ 271 2020 2,899 386 2021 2,220 395 2022 806 397 2023 545 400 2024 503 402 Thereafter 77,594 3,100 Total $ 86,656 $ 5,351 Total discounted lease liability $ 14,046 $ 3,469 Difference between undiscounted cash flows and discounted cash flows $ 72,610 $ 1,882 Weighted-average remaining lease term 39 years 13 years Weighted-average discount rate 6.3 % 7.0 % |
Schedule of future minimum lease payments | Future minimum lease payments as of December 31, 2018 , disclosed in accordance with ASC 840, Leases , were as follows (in thousands): Years Ending December 31, Operating Leases Finance Leases 2019 $ 2,779 $ 351 2020 2,899 375 2021 2,220 384 2022 806 386 2023 545 387 Thereafter 78,097 3,340 Total $ 87,346 $ 5,223 |
Schedule of future minimum lease payments | Future minimum lease payments as of December 31, 2018 , disclosed in accordance with ASC 840, Leases , were as follows (in thousands): Years Ending December 31, Operating Leases Finance Leases 2019 $ 2,779 $ 351 2020 2,899 375 2021 2,220 384 2022 806 386 2023 545 387 Thereafter 78,097 3,340 Total $ 87,346 $ 5,223 |
ESH REIT | |
Entity Information [Line Items] | |
Components of lease expense | For the three months ended March 31, 2019 , components of ESH REIT’s total lease costs are as follows (in thousands): Three Months Ended March 31, 2019 Operating lease costs $ 325 Finance lease costs - interest 61 Total lease costs 386 |
Maturities of finance lease liabilities | as of March 31, 2019 , are as follows (in thousands): Years Ending December 31, Operating Leases Finance Leases Remainder of 2019 $ 535 $ 271 2020 779 386 2021 784 395 2022 806 397 2023 545 400 2024 503 402 Thereafter 77,594 3,100 Total $ 81,546 $ 5,351 Total discounted lease liability $ 9,286 $ 3,469 Difference between undiscounted cash flows and discounted cash flows $ 72,260 $ 1,882 Weighted-average remaining lease term 57 years 13 years Weighted-average discount rate 6.5 % 7.0 % |
Maturities of operating lease liabilities | as of March 31, 2019 , are as follows (in thousands): Years Ending December 31, Operating Leases Finance Leases Remainder of 2019 $ 535 $ 271 2020 779 386 2021 784 395 2022 806 397 2023 545 400 2024 503 402 Thereafter 77,594 3,100 Total $ 81,546 $ 5,351 Total discounted lease liability $ 9,286 $ 3,469 Difference between undiscounted cash flows and discounted cash flows $ 72,260 $ 1,882 Weighted-average remaining lease term 57 years 13 years Weighted-average discount rate 6.5 % 7.0 % |
Schedule of future minimum lease payments | Future minimum lease payments as of December 31, 2018 , disclosed in accordance with ASC 840, Leases , were as follows (in thousands): Years Ending December 31, Operating Leases Finance Leases 2019 $ 712 $ 351 2020 779 375 2021 784 384 2022 806 386 2023 545 387 Thereafter 78,097 3,340 Total $ 81,723 $ 5,223 |
Schedule of future minimum lease payments | Future minimum lease payments as of December 31, 2018 , disclosed in accordance with ASC 840, Leases , were as follows (in thousands): Years Ending December 31, Operating Leases Finance Leases 2019 $ 712 $ 351 2020 779 375 2021 784 384 2022 806 386 2023 545 387 Thereafter 78,097 3,340 Total $ 81,723 $ 5,223 |
EQUITY-BASED COMPENSATION (Tabl
EQUITY-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
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 $ 9,637 1.8 RSUs with performance vesting conditions 345 0.8 RSUs with market vesting conditions 5,833 2.3 Total unrecognized compensation expense $ 15,815 |
Summary of Restricted Stock Award and Restricted Stock Unit Activity | RSU activity during the three months ended March 31, 2019 , 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, 2019 523 $ 18.42 32 $ 19.52 297 $ 16.79 Granted 316 $ 17.20 24 $ 17.20 247 $ 15.35 Settled (177 ) $ 17.81 (32 ) $ 19.52 (50 ) $ 12.03 Outstanding at March 31, 2019 662 $ 18.00 24 $ 17.20 494 $ 16.55 Vested at March 31, 2019 1 $ 17.56 — $ — — $ — Nonvested at March 31, 2019 661 $ 18.00 24 $ 17.20 494 $ 16.55 _________________________________ (1) An independent third-party valuation was performed contemporaneously with the issuance of grants. |
Summary of Key Assumptions Used for Fair Value Computation | During the three months ended March 31, 2019 , 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 2.90 years Risk-free rate of return 2.46 % Expected dividend yield 5.12 % |
BUSINESS, ORGANIZATION AND BA_3
BUSINESS, ORGANIZATION AND BASIS OF CONSOLIDATION - Additional Information (Detail) $ / shares in Units, $ in Thousands | Mar. 31, 2019USD ($)RoomStateHotel$ / sharesshares | Dec. 31, 2018RoomStateHotel$ / sharesshares | Mar. 31, 2019USD ($)RoomStateHotel$ / sharesshares | Mar. 31, 2018USD ($) | Dec. 31, 2015USD ($) |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Common stock, shares issued (shares) | shares | 188,403,532 | 188,219,605 | 188,403,532 | ||
Common stock, par value (dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||
Common share to paired share ratio | 1 | ||||
Revenue | $ | $ 277,669 | $ 297,767 | |||
Paired Share Repurchase Program | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Amount of stock repurchase plan authorized (up to) | $ | $ 400,000 | ||||
Paired shares repurchased and retired (shares) | shares | 17,300,000 | ||||
Remaining available shares for repurchase (in shares) | shares | 112,500,000 | 112,500,000 | |||
ESH REIT | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Common stock, shares issued (shares) | shares | 1 | 1 | |||
Common stock, par value (dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||
Paired shares repurchased and retired, amount | $ | 12,801 | ||||
Preferred stock, authorized (shares) | shares | 125 | 125 | 125 | ||
ESH REIT | Paired Share Repurchase Program | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Paired shares repurchased and retired, amount | $ | $ 107,500 | ||||
Parent Company | Paired Share Repurchase Program | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Paired shares repurchased and retired, amount | $ | $ 180,100 | ||||
Class B common stock | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Common stock, shares issued (shares) | shares | 1 | 1 | |||
Common stock, par value (dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||
Paired shares repurchased and retired, amount | $ | 35,179 | ||||
Class B common stock | ESH REIT | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Common stock, shares issued (shares) | shares | 188,403,532 | 188,219,605 | 188,403,532 | ||
Common stock, par value (dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||
Percentage of common equity (as a percent) | 43.00% | 43.00% | 43.00% | ||
Class A common stock | ESH REIT | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Common stock, shares issued (shares) | shares | 250,493,583 | 250,493,583 | 250,493,583 | ||
Common stock, par value (dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||
Extended Stay America, Inc. | 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% | |||
Extended Stay America, Inc | Class A common stock | ESH REIT | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Dividend subject to corporate income tax, percent | 57.00% | 57.00% | |||
Preferred Stock | ESH REIT | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Preferred stock, authorized (shares) | shares | 125 | 125 | |||
U.S. | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Number of states in which the company owns hotels | State | 40 | 40 | 40 | ||
U.S. | Hotel properties | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Number of hotel properties | Hotel | 554 | 554 | 554 | ||
Number of rooms | Room | 61,500 | 61,500 | 61,500 | ||
Number of hotel properties managed for third parties | Hotel | 73 | 73 | 73 | ||
Number of rooms managed by third parties | Room | 7,500 | 7,500 | 7,500 | ||
Other revenues from franchised and managed properties | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Revenue | $ | $ 4,095 | 1,867 | |||
Restatement Adjustment | Other revenues from franchised and managed properties | |||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||
Revenue | $ | 200 | ||||
Hotel operating expenses | $ | $ 300 |
BUSINESS, ORGANIZATION AND BA_4
BUSINESS, ORGANIZATION AND BASIS OF CONSOLIDATION - REIT - Additional Information (Detail) $ / shares in Units, $ in Thousands | Mar. 31, 2019USD ($)RoomStateHotel$ / sharesshares | Mar. 31, 2018USD ($) | Dec. 31, 2018RoomStateHotel$ / sharesshares | Dec. 31, 2015USD ($) |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Common stock, shares issued (shares) | 188,403,532 | 188,219,605 | ||
Common stock, par value (dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||
Paired Share Repurchase Program | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Amount of stock repurchase plan authorized (up to) | $ | $ 400,000 | |||
Paired shares repurchased and retired (shares) | 17,300,000 | |||
Remaining available shares for repurchase (in shares) | 112,500,000 | |||
ESH REIT | ||||
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 | $ | $ 12,801 | |||
ESH REIT | Paired Share Repurchase Program | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Paired shares repurchased and retired, amount | $ | $ 107,500 | |||
U.S. | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Number of states in which the company owns hotels | State | 40 | 40 | ||
Hotel properties | U.S. | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Number of hotel properties | Hotel | 554 | 554 | ||
Number of rooms | Room | 61,500 | 61,500 | ||
Class A common stock | ESH REIT | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Common stock, shares issued (shares) | 250,493,583 | 250,493,583 | ||
Common stock, par value (dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||
ESH Hospitality, Inc. | ESH REIT | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Approximate percentage of ownership of common stock (as a percent) | 57.00% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Detail) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019USD ($)segment | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Number of operating segments | segment | 2 | ||
Right of use asset | $ 6,540 | $ 0 | |
Operating lease liability | 14,046 | 0 | |
Finance lease asset | 3,979 | $ 3,843 | 3,843 |
Finance lease liabilities | $ 3,469 | 3,360 | $ 3,360 |
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 | ||
ASU 2016-02 | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Right of use asset | 7,100 | ||
Operating lease liability | $ 14,500 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - REIT - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Right of use asset | $ 6,540 | $ 0 | |
Operating lease liability | 14,046 | 0 | |
Finance lease asset | 3,979 | $ 3,843 | 3,843 |
Finance lease liabilities | $ 3,469 | 3,360 | 3,360 |
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] | |||
Right of use asset | $ 2,611 | 0 | |
Operating lease liability | 9,286 | 0 | |
Finance lease asset | 3,979 | 3,843 | 3,843 |
Finance lease liabilities | $ 3,469 | 3,360 | $ 3,360 |
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 | ||
ASU 2016-02 | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Right of use asset | 7,100 | ||
Operating lease liability | 14,500 | ||
ASU 2016-02 | ESH REIT | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Right of use asset | 2,800 | ||
Operating lease liability | $ 9,300 |
NET INCOME PER SHARE - Calculat
NET INCOME 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, 2019 | Mar. 31, 2018 | |
Numerator: | ||
Net income available to Extended Stay America, Inc. common shareholders - basic | $ 21,934 | $ 14,852 |
Income attributable to noncontrolling interests assuming conversion | (4) | (17) |
Net income available to common shareholders - diluted | $ 21,930 | $ 14,835 |
Denominator: | ||
Weighted-average number of Extended Stay America, Inc. common shares outstanding - basic (shares) | 188,348 | 192,201 |
Weighted-average number of common shares outstanding - diluted (shares) | 188,576 | 192,566 |
Net income per common share - basic (dollars per share) | $ 0.12 | $ 0.08 |
Net income per common share - diluted (dollars per share) | $ 0.12 | $ 0.08 |
NET INCOME PER SHARE - Calcul_2
NET INCOME PER SHARE - Calculations of Basic and Diluted Net Income Per Share, Including a Reconciliation of Numerators and Denominators - REIT (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator: | ||
Net income | $ 28,404 | $ 31,095 |
NET INCOME ATTRIBUTABLE TO EXTENDED STAY AMERICA, INC. COMMON SHAREHOLDERS | 21,934 | 14,852 |
Net income available to ESH Hospitality, Inc. common shareholders | 21,934 | 14,852 |
Income attributable to noncontrolling interests assuming conversion | (4) | (17) |
Net income available to common shareholders - diluted | $ 21,930 | $ 14,835 |
Denominator: | ||
Weighted average number of ESH Hospitality, Inc. Class B common shares outstanding - basic (shares) | 188,348 | 192,201 |
Weighted-average number of common shares outstanding - diluted (shares) | 188,576 | 192,566 |
Net income per common share - basic (dollars per share) | $ 0.12 | $ 0.08 |
Net income per common share - diluted (dollars per share) | $ 0.12 | $ 0.08 |
ESH REIT | ||
Numerator: | ||
Net income | $ 15,066 | $ 37,581 |
Less preferred dividends | (4) | (4) |
NET INCOME ATTRIBUTABLE TO EXTENDED STAY AMERICA, INC. COMMON SHAREHOLDERS | 15,062 | 37,577 |
Net income available to ESH Hospitality, Inc. common shareholders | 15,062 | 37,577 |
ESH REIT | Class A common stock | ||
Numerator: | ||
NET INCOME ATTRIBUTABLE TO EXTENDED STAY AMERICA, INC. COMMON SHAREHOLDERS | 8,598 | 21,262 |
Net income available to ESH Hospitality, Inc. common shareholders | 8,598 | 21,262 |
Income attributable to noncontrolling interests assuming conversion | (4) | (17) |
Net income available to common shareholders - diluted | $ 8,594 | $ 21,245 |
Denominator: | ||
Weighted average number of ESH Hospitality, Inc. Class B common shares outstanding - basic (shares) | 250,494 | 250,494 |
Weighted-average number of common shares outstanding - diluted (shares) | 250,494 | 250,494 |
Net income per common share - basic (dollars per share) | $ 0.03 | $ 0.08 |
Net income per common share - diluted (dollars per share) | $ 0.03 | $ 0.08 |
ESH REIT | Class B common stock | ||
Numerator: | ||
NET INCOME ATTRIBUTABLE TO EXTENDED STAY AMERICA, INC. COMMON SHAREHOLDERS | $ 6,464 | $ 16,315 |
Net income available to ESH Hospitality, Inc. common shareholders | 6,464 | 16,315 |
Income attributable to noncontrolling interests assuming conversion | 4 | 17 |
Net income available to common shareholders - diluted | $ 6,468 | $ 16,332 |
Denominator: | ||
Weighted average number of ESH Hospitality, Inc. Class B common shares outstanding - basic (shares) | 188,348 | 192,201 |
Dilutive securities (shares) | 228 | 365 |
Weighted-average number of common shares outstanding - diluted (shares) | 188,576 | 192,566 |
Net income per common share - basic (dollars per share) | $ 0.03 | $ 0.08 |
Net income per common share - diluted (dollars per share) | $ 0.03 | $ 0.08 |
HOTEL DISPOSITIONS - Additional
HOTEL DISPOSITIONS - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2019Hotel | |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Hotel properties | |
Property, Plant and Equipment [Line Items] | |
Number of properties sold | 0 |
HOTEL DISPOSITIONS - Summary of
HOTEL DISPOSITIONS - Summary of Hotel Dispositions (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Nov. 30, 2018USD ($)RoomHotel | Sep. 30, 2018USD ($)RoomHotel | Mar. 31, 2018USD ($)RoomHotel | Feb. 28, 2018USD ($)RoomHotel | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($)RoomHotel | |
Property, Plant and Equipment [Line Items] | ||||||
Net Proceeds | $ 0 | $ 155,244 | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Hotel properties | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Number of Hotels | Hotel | 14 | 1 | 25 | 1 | ||
Number of Rooms | Room | 1,369 | 101 | 2,430 | 101 | ||
Net Proceeds | $ 34,855 | $ 44,090 | $ 111,156 | |||
Gain (Loss) on Sale | 1,331 | $ 31,058 | 6,810 | |||
Impairment charges | $ 16,800 | $ 2,100 | ||||
Transaction one | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Hotel properties | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Number of Hotels | Hotel | 16,000 | |||||
Number of Rooms | Room | 1,680 | |||||
Net Proceeds | $ 60,710 | |||||
Gain (Loss) on Sale | 6,293 | |||||
Impairment charges | $ 24,300 | |||||
Transaction two | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Hotel properties | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Number of Hotels | Hotel | 16,000 | |||||
Number of Rooms | Room | 1,776 | |||||
Net Proceeds | $ 58,144 | |||||
Gain (Loss) on Sale | (3,014) | |||||
Impairment charges | $ 6,300 |
HOTEL DISPOSITIONS - Summary _2
HOTEL DISPOSITIONS - Summary of Total Revenues and Expenses (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019USD ($) | Mar. 31, 2018CAD ($) | Mar. 31, 2018USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Total operating expenses | $ 213,743,000 | $ 267,125,000 | |
INCOME BEFORE INCOME TAX EXPENSE | 34,527,000 | 36,892,000 | |
Impairment of long-lived assets | $ 0 | 43,600,000 | |
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 | 18,700,000 | ||
Total operating expenses | 53,613,000 | ||
INCOME BEFORE INCOME TAX EXPENSE | $ (34,913,000) | ||
Impairment of long-lived assets | $ 37.4 |
HOTEL DISPOSITIONS - Addition_2
HOTEL DISPOSITIONS - Additional Information - REIT (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations - Hotel properties | 3 Months Ended |
Mar. 31, 2019Hotel | |
Property, Plant and Equipment [Line Items] | |
Number of properties sold | 0 |
ESH REIT | |
Property, Plant and Equipment [Line Items] | |
Number of properties sold | 0 |
HOTEL DISPOSITIONS - Summary _3
HOTEL DISPOSITIONS - Summary of Hotel Dispositions - REIT (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Nov. 30, 2018USD ($)RoomHotel | Sep. 30, 2018USD ($)RoomHotel | Mar. 31, 2018USD ($)RoomHotel | Feb. 28, 2018USD ($)RoomHotel | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($)RoomHotel | |
Property, Plant and Equipment [Line Items] | ||||||
Net Proceeds | $ 0 | $ 155,244 | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Hotel properties | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Number of Hotels | Hotel | 14 | 1 | 25 | 1 | ||
Number of Rooms | Room | 1,369 | 101 | 2,430 | 101 | ||
Net Proceeds | $ 34,855 | $ 44,090 | $ 111,156 | |||
(Loss) Gain On Sale | $ 1,331 | $ 31,058 | $ 6,810 | |||
ESH REIT | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Net Proceeds | $ 0 | $ 155,244 | ||||
ESH REIT | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Hotel properties | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Number of Hotels | Hotel | 14,000 | 1 | 25 | 1 | ||
Number of Rooms | Room | 1,369 | 101 | 2,430 | 101 | ||
Net Proceeds | $ 34,855 | $ 44,090 | $ 111,156 | |||
(Loss) Gain On Sale | $ (14,930) | $ 30,992 | $ 4,269 | |||
Transaction one | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Hotel properties | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Number of Hotels | Hotel | 16,000 | |||||
Number of Rooms | Room | 1,680 | |||||
Net Proceeds | $ 60,710 | |||||
(Loss) Gain On Sale | $ 6,293 | |||||
Transaction one | ESH REIT | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Hotel properties | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Number of Hotels | Hotel | 16 | |||||
Number of Rooms | Room | 1,680 | |||||
Net Proceeds | $ 60,710 | |||||
(Loss) Gain On Sale | $ (17,025) | |||||
Transaction two | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Hotel properties | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Number of Hotels | Hotel | 16,000 | |||||
Number of Rooms | Room | 1,776 | |||||
Net Proceeds | $ 58,144 | |||||
(Loss) Gain On Sale | $ (3,014) | |||||
Transaction two | ESH REIT | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Hotel properties | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Number of Hotels | Hotel | 16 | |||||
Number of Rooms | Room | 1,776 | |||||
Net Proceeds | $ 58,144 | |||||
(Loss) Gain On Sale | $ (8,934) |
HOTEL DISPOSITIONS - Summary _4
HOTEL DISPOSITIONS - Summary of Total Revenues and Expenses - REIT (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total operating expenses | $ 213,743 | $ 267,125 |
INCOME BEFORE INCOME TAX EXPENSE | 34,527 | 36,892 |
ESH REIT | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total operating expenses | 73,156 | 79,456 |
INCOME BEFORE INCOME TAX EXPENSE | $ 15,069 | 37,616 |
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 | 18,700 | |
Total operating expenses | 53,613 | |
INCOME BEFORE INCOME TAX EXPENSE | (34,913) | |
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 | 8,104 | |
Total operating expenses | 6,234 | |
INCOME BEFORE INCOME TAX EXPENSE | $ 1,870 |
PROPERTY AND EQUIPMENT - Net In
PROPERTY AND EQUIPMENT - Net Investment in Property and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 4,716,221 | $ 4,671,737 |
Less accumulated depreciation | (1,260,835) | (1,218,105) |
Property and equipment - net | 3,455,386 | 3,453,632 |
Land and site improvement | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 1,215,898 | 1,215,710 |
Capital leased assets | 3,200 | 3,200 |
Building and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 2,738,715 | 2,729,661 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 700,133 | 674,545 |
Hotel properties | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 4,654,746 | 4,619,916 |
Less accumulated depreciation | (1,243,698) | (1,201,260) |
Development in process | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 36,483 | 27,174 |
Capital leased assets | 800 | 600 |
Corporate furniture, fixtures, equipment and other | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 23,317 | 22,972 |
Less accumulated depreciation | (17,137) | (16,845) |
Undeveloped land parcel | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 1,675 | $ 1,675 |
PROPERTY AND EQUIPMENT - Additi
PROPERTY AND EQUIPMENT - Additional Information (Detail) | 3 Months Ended | ||
Mar. 31, 2019USD ($)Parcel | Mar. 31, 2018USD ($)Hotel | Dec. 31, 2018Parcel | |
Property, Plant and Equipment [Line Items] | |||
Impairment charges | $ | $ 0 | $ 43,600,000 | |
Fair Value, Inputs, Level 3 | |||
Property, Plant and Equipment [Line Items] | |||
Number of impaired hotels | Hotel | 21 | ||
Minimum | Fair Value, Inputs, Level 3 | Measurement Input, Discount Rate | |||
Property, Plant and Equipment [Line Items] | |||
Fair value inputs, discount rate (as a percent) | 6.00% | ||
Minimum | Fair Value, Inputs, Level 3 | Measurement Input, Terminal Capitalization Rate | |||
Property, Plant and Equipment [Line Items] | |||
Fair value inputs, discount rate (as a percent) | 7.00% | ||
Maximum | Fair Value, Inputs, Level 3 | Measurement Input, Discount Rate | |||
Property, Plant and Equipment [Line Items] | |||
Fair value inputs, discount rate (as a percent) | 10.00% | ||
Maximum | Fair Value, Inputs, Level 3 | Measurement Input, Terminal Capitalization Rate | |||
Property, Plant and Equipment [Line Items] | |||
Fair value inputs, discount rate (as a percent) | 11.00% | ||
Development in process | |||
Property, Plant and Equipment [Line Items] | |||
Number of land parcels | Parcel | 12 | 11 |
PROPERTY AND EQUIPMENT - Net _2
PROPERTY AND EQUIPMENT - Net Investment in Property and Equipment - REIT (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 4,716,221 | $ 4,671,737 |
Less accumulated depreciation | (1,260,835) | (1,218,105) |
Property and equipment - net | 3,455,386 | 3,453,632 |
ESH REIT | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 4,726,552 | 4,683,544 |
Less accumulated depreciation | (1,258,072) | (1,215,899) |
Property and equipment - net | 3,468,480 | 3,467,645 |
Land and site improvement | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 1,215,898 | 1,215,710 |
Capital leased assets | 3,200 | 3,200 |
Land and site improvement | ESH REIT | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 1,218,265 | 1,218,077 |
Capital leased assets | 3,200 | 3,200 |
Building and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 2,738,715 | 2,729,661 |
Building and improvements | ESH REIT | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 2,765,727 | 2,756,674 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 700,133 | 674,545 |
Furniture, fixtures and equipment | ESH REIT | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 704,402 | 679,944 |
Hotel properties | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 4,654,746 | 4,619,916 |
Less accumulated depreciation | (1,243,698) | (1,201,260) |
Hotel properties | ESH REIT | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 4,688,394 | 4,654,695 |
Development in process | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 36,483 | 27,174 |
Capital leased assets | 800 | 600 |
Development in process | ESH REIT | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 36,483 | 27,174 |
Capital leased assets | 800 | 600 |
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 - Addi_2
PROPERTY AND EQUIPMENT - Additional Information - REIT (Details) - Development in process - Parcel | Mar. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Number of land parcels | 12 | 11 |
ESH REIT | ||
Property, Plant and Equipment [Line Items] | ||
Number of land parcels | 12 | 11 |
DEBT - Company's Outstanding De
DEBT - Company's Outstanding Debt (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Aug. 31, 2016 | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2016 | May 31, 2015 | |
Debt Instrument [Line Items] | |||||
Carrying Amount, Term loan facility | $ 1,119,668,000 | $ 1,121,713,000 | |||
Carrying Amount, Senior notes | 1,274,828,000 | 1,273,794,000 | |||
Carrying Amount, Total | 2,421,649,000 | 2,423,930,000 | |||
Unamortized Deferred Financing Costs | 28,748,000 | 30,184,000 | |||
ESH REIT | |||||
Debt Instrument [Line Items] | |||||
Carrying Amount, Term loan facility | 1,119,668,000 | 1,121,713,000 | |||
Carrying Amount, Senior notes | 1,274,828,000 | 1,273,794,000 | |||
Carrying Amount, Total | 2,421,649,000 | 2,423,930,000 | |||
Unamortized Deferred Financing Costs | $ 28,484,000 | 29,892,000 | |||
Mandatory prepayments are required up to a certain amount of excess cash flow (percent) | 50.00% | ||||
ESH REIT Term Facility | ESH REIT | Medium-term Notes | |||||
Debt Instrument [Line Items] | |||||
Stated Amount | $ 1,300,000,000 | ||||
Carrying Amount, Term loan facility | 1,129,649,000 | 1,132,259,000 | |||
Unamortized Deferred Financing Costs | 9,981,000 | 10,546,000 | |||
Quarterly installment | 2,800,000 | ||||
Unamortized discount on debt | $ 4,100,000 | 4,300,000 | |||
Derivative rate (as a percent) | 1.175% | ||||
2025 Notes | ESH REIT | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Stated Amount | $ 1,300,000,000 | $ 800,000,000 | $ 500,000,000 | ||
Carrying Amount, Senior notes | 1,292,000,000 | 1,291,671,000 | |||
Unamortized Deferred Financing Costs | $ 17,172,000 | 17,877,000 | |||
Stated Interest Rate | 5.25% | ||||
Unamortized discount on debt | $ 8,000,000 | 8,300,000 | |||
ESH REIT Revolving Credit Facility | ESH REIT | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Stated Amount | 350,000,000 | ||||
Carrying Amount, Revolving credit facilities | 0 | 0 | |||
Unamortized Deferred Financing Costs | 1,331,000 | 1,469,000 | |||
Corporation 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 | 264,000 | 292,000 | |||
Unsecured Intercompany Facility | ESH REIT | 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 | 5.00% | ||||
LIBOR | ESH REIT Term Facility | ESH REIT | Medium-term Notes | |||||
Debt Instrument [Line Items] | |||||
Stated Interest Rate | 2.00% | ||||
LIBOR | ESH REIT Revolving Credit Facility | ESH REIT | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Stated Interest Rate | 2.75% | ||||
LIBOR | Corporation Revolving Credit Facility | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Stated Interest Rate | 3.00% | 3.00% | |||
Designated as Hedging Instrument | LIBOR | ESH REIT | |||||
Debt Instrument [Line Items] | |||||
Stated Interest Rate | 2.50% | ||||
Effective interest rate | 2.49% | 2.50% | |||
Designated as Hedging Instrument | Interest Rate Swap | |||||
Debt Instrument [Line Items] | |||||
Notional amount | $ 250,000,000 | ||||
Designated as Hedging Instrument | Interest Rate Swap | ESH REIT | |||||
Debt Instrument [Line Items] | |||||
Notional amount | 250,000,000 | ||||
Designated as Hedging Instrument | Interest Rate Swap | ESH REIT Term Facility | ESH REIT | Medium-term Notes | |||||
Debt Instrument [Line Items] | |||||
Notional amount | $ 250,000,000 |
DEBT - Additional Information (
DEBT - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Aug. 31, 2016USD ($) | Mar. 31, 2019USD ($)letter_of_credit | Dec. 31, 2018USD ($) | Aug. 30, 2016USD ($) | Mar. 31, 2016USD ($) | May 31, 2015USD ($) | |
Debt Instrument [Line Items] | ||||||
Estimated fair value | $ 2,400,000,000 | $ 2,300,000,000 | ||||
ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Estimated fair value | 2,400,000,000 | 2,300,000,000 | ||||
ESH REIT Term Facility | Medium-term Notes | ||||||
Debt Instrument [Line Items] | ||||||
Revolving credit facility, capacity | $ 1,300,000,000 | |||||
ESH REIT Term Facility | Medium-term Notes | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Revolving credit facility, capacity | 1,300,000,000 | |||||
Stated amount | 1,300,000,000 | |||||
2025 Notes | Senior Notes | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Stated amount | $ 1,300,000,000 | $ 800,000,000 | $ 500,000,000 | |||
Stated interest rate (as a percent) | 5.25% | |||||
Unsecured Intercompany Facility | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Carrying amount, unsecured intercompany facility | $ 0 | 0 | ||||
Unsecured Intercompany Facility | Unsecured Debt | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Maximum unsecured intercompany credit facility amount | $ 300,000,000 | $ 300,000,000 | ||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Revolving credit facility, capacity | 600,000,000 | |||||
Number of letters of credit | letter_of_credit | 0 | |||||
Revolving Credit Facility | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Revolving credit facility, capacity | 600,000,000 | |||||
Number of letters of credit | letter_of_credit | 0 | |||||
Revolving Credit Facility | ESH REIT Revolving Credit Facility | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Revolving credit facility, capacity | 350,000,000 | |||||
Amount of borrowing capacity remaining | $ 350,000,000 | |||||
Stated amount | 350,000,000 | |||||
Outstanding amount | 0 | 0 | ||||
Revolving Credit Facility | Corporation Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Stated amount | 50,000,000 | |||||
Outstanding amount | 0 | 0 | ||||
Letter of Credit | ESH REIT Revolving Credit Facility | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Revolving credit facility, capacity | $ 50,000,000 | |||||
Letter of Credit | Corporation Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Number of letters of credit | letter_of_credit | 1 | |||||
Amount of borrowing capacity remaining | $ 49,800,000 | |||||
Outstanding amount | 200,000 | |||||
Letter of Credit | Corporation Revolving Credit Facility | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Revolving credit facility, capacity | 50,000,000 | |||||
Swingline Loan | Corporation Revolving Credit Facility | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Revolving credit facility, capacity | $ 20,000,000 | |||||
Line of Credit | Unsecured Intercompany Facility | Unsecured Debt | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Revolving credit facility, capacity | 0 | 0 | ||||
Stated amount | $ 75,000,000 | |||||
Stated interest rate (as a percent) | 5.00% | |||||
Outstanding amount | $ 0 | $ 0 | ||||
Maximum unsecured intercompany credit facility amount | $ 300,000,000 | |||||
LIBOR | ESH REIT Term Facility | Medium-term Notes | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Spread on base rate (as a percent) | 2.00% | |||||
LIBOR | Revolving Credit Facility | ESH REIT Revolving Credit Facility | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Spread on base rate (as a percent) | 2.75% | |||||
LIBOR | Revolving Credit Facility | Corporation Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Spread on base rate (as a percent) | 3.00% | 3.00% | ||||
Libor Plus Rate Other than Level 1 Period | ESH REIT Term Facility | Medium-term Notes | ||||||
Debt Instrument [Line Items] | ||||||
Spread on base rate (as a percent) | 2.00% | |||||
Libor Plus Rate Other than Level 1 Period | ESH REIT Term Facility | Medium-term Notes | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Spread on base rate (as a percent) | 2.00% | |||||
Federal Funds Rate | ESH REIT Term Facility | Medium-term Notes | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate during period (as a percent) | 0.75% | |||||
Federal Funds Rate | ESH REIT Term Facility | Medium-term Notes | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate during period (as a percent) | 0.75% | |||||
Base Rate | ESH REIT Term Facility | Medium-term Notes | ||||||
Debt Instrument [Line Items] | ||||||
Spread on base rate (as a percent) | 1.00% | |||||
Base Rate | ESH REIT Term Facility | Medium-term Notes | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Spread on base rate (as a percent) | 1.00% | |||||
Base Rate | Revolving Credit Facility | Corporation Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Spread on base rate (as a percent) | 2.00% | |||||
Minimum | Revolving Credit Facility | ESH REIT Revolving Credit Facility | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Fee on unutilized revolving credit facility (percent) | 0.175% | |||||
Minimum | Letter of Credit | Corporation Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Fee on unutilized revolving credit facility (percent) | 0.175% | |||||
Minimum | LIBOR | Revolving Credit Facility | ESH REIT Revolving Credit Facility | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Spread on base rate (as a percent) | 2.25% | |||||
Minimum | Base Rate | Revolving Credit Facility | ESH REIT Revolving Credit Facility | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Spread on base rate (as a percent) | 1.25% | |||||
Maximum | Revolving Credit Facility | ESH REIT Revolving Credit Facility | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Fee on unutilized revolving credit facility (percent) | 0.35% | |||||
Maximum | Letter of Credit | Corporation Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Fee on unutilized revolving credit facility (percent) | 0.35% | |||||
Maximum | LIBOR | Revolving Credit Facility | ESH REIT Revolving Credit Facility | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Spread on base rate (as a percent) | 2.75% | |||||
Maximum | Base Rate | Revolving Credit Facility | ESH REIT Revolving Credit Facility | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Spread on base rate (as a percent) | 1.75% | |||||
Redemption after May 2020 | Minimum | 2025 Notes | Senior Notes | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price as a percentage of principal repayment | 100.00% | |||||
Redemption after May 2020 | Maximum | 2025 Notes | Senior Notes | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price as a percentage of principal repayment | 102.625% | |||||
Redemption after May 2023 and thereafter | Minimum | 2025 Notes | Senior Notes | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price as a percentage of principal repayment | 100.00% | |||||
Change of Control | 2025 Notes | Senior 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% | ||||
Estimated fair value | $ 7,000,000 | $ 7,100,000 | ||||
Public Corporate Family Rating Better Than Or Equal To BB- | LIBOR | ESH REIT Term Facility | Medium-term Notes | ||||||
Debt Instrument [Line Items] | ||||||
Spread on base rate (as a percent) | 1.75% | |||||
Public Corporate Family Rating Better Than Or Equal To BB- | LIBOR | ESH REIT Term Facility | Medium-term Notes | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Spread on base rate (as a percent) | 1.75% |
DEBT - Summary of Components of
DEBT - Summary of Components of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Contractual interest | $ 28,717 | $ 28,962 |
Amortization of deferred financing costs and debt discount | 1,997 | 2,015 |
Debt extinguishment and other costs | 401 | 720 |
Interest Income | (1,511) | (57) |
Total | $ 29,604 | 31,640 |
Interest Costs Capitalized | $ 300 |
DEBT - Company's Outstanding _2
DEBT - Company's Outstanding Debt - REIT (Detail) - USD ($) | 3 Months Ended | |||
Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2016 | May 31, 2015 | |
Debt Instrument [Line Items] | ||||
Carrying Amount, Term loan facility | $ 1,119,668,000 | $ 1,121,713,000 | ||
Carrying Amount, Senior notes | 1,274,828,000 | 1,273,794,000 | ||
Carrying Amount, Total | 2,421,649,000 | 2,423,930,000 | ||
Unamortized Deferred Financing Costs | 28,748,000 | 30,184,000 | ||
Interest Rate Swap | Designated as Hedging Instrument | ||||
Debt Instrument [Line Items] | ||||
Notional amount | 250,000,000 | |||
ESH REIT | ||||
Debt Instrument [Line Items] | ||||
Carrying Amount, Term loan facility | 1,119,668,000 | 1,121,713,000 | ||
Carrying Amount, Senior notes | 1,274,828,000 | 1,273,794,000 | ||
Carrying Amount, Total | 2,421,649,000 | 2,423,930,000 | ||
Unamortized Deferred Financing Costs | $ 28,484,000 | 29,892,000 | ||
Mandatory prepayments are required up to a certain amount of excess cash flow (percent) | 50.00% | |||
ESH REIT | ESH REIT Term Facility | Medium-term Notes | ||||
Debt Instrument [Line Items] | ||||
Stated Amount | $ 1,300,000,000 | |||
Carrying Amount, Term loan facility | 1,129,649,000 | 1,132,259,000 | ||
Unamortized Deferred Financing Costs | 9,981,000 | 10,546,000 | ||
Quarterly installment | 2,800,000 | |||
Unamortized discount on debt | $ 4,100,000 | 4,300,000 | ||
Derivative rate (as a percent) | 1.175% | |||
ESH REIT | 2025 Notes | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Stated Amount | $ 1,300,000,000 | $ 800,000,000 | $ 500,000,000 | |
Carrying Amount, Senior notes | 1,292,000,000 | 1,291,671,000 | ||
Unamortized Deferred Financing Costs | $ 17,172,000 | 17,877,000 | ||
Stated Interest Rate | 5.25% | |||
Unamortized discount on debt | $ 8,000,000 | 8,300,000 | ||
ESH REIT | ESH REIT 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 | 1,331,000 | 1,469,000 | ||
ESH REIT | 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 | 5.00% | |||
ESH REIT | LIBOR | ESH REIT Term Facility | Medium-term Notes | ||||
Debt Instrument [Line Items] | ||||
Stated Interest Rate | 2.00% | |||
ESH REIT | LIBOR | ESH REIT Revolving Credit Facility | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Stated Interest Rate | 2.75% | |||
ESH REIT | Designated as Hedging Instrument | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Stated Interest Rate | 2.50% | |||
Effective interest rate | 2.49% | 2.50% | ||
ESH REIT | Interest Rate Swap | Designated as Hedging Instrument | ||||
Debt Instrument [Line Items] | ||||
Notional amount | $ 250,000,000 | |||
ESH REIT | Interest Rate Swap | Designated as Hedging Instrument | ESH REIT Term Facility | Medium-term Notes | ||||
Debt Instrument [Line Items] | ||||
Notional amount | $ 250,000,000 |
DEBT - Additional Information -
DEBT - Additional Information - REIT (Details) | 3 Months Ended | |||||
Mar. 31, 2019USD ($)letter_of_credit | Dec. 31, 2018USD ($) | Aug. 31, 2016USD ($) | Aug. 30, 2016USD ($) | Mar. 31, 2016USD ($) | May 31, 2015USD ($) | |
Debt Instrument [Line Items] | ||||||
Estimated fair value | $ 2,400,000,000 | $ 2,300,000,000 | ||||
ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Estimated fair value | 2,400,000,000 | 2,300,000,000 | ||||
ESH REIT Term Facility | Medium-term Notes | ||||||
Debt Instrument [Line Items] | ||||||
Revolving credit facility, capacity | $ 1,300,000,000 | |||||
ESH REIT Term Facility | Medium-term Notes | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Revolving credit facility, capacity | 1,300,000,000 | |||||
Stated amount | 1,300,000,000 | |||||
2025 Notes | Senior Notes | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Stated amount | $ 1,300,000,000 | $ 800,000,000 | $ 500,000,000 | |||
Stated interest rate (as a percent) | 5.25% | |||||
Unsecured Intercompany Facility | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Carrying amount, unsecured intercompany facility | $ 0 | 0 | ||||
Unsecured Intercompany Facility | Unsecured Debt | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Maximum unsecured intercompany credit facility amount | $ 300,000,000 | $ 300,000,000 | ||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Revolving credit facility, capacity | 600,000,000 | |||||
Number of letters of credit | letter_of_credit | 0 | |||||
Revolving Credit Facility | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Revolving credit facility, capacity | 600,000,000 | |||||
Number of letters of credit | letter_of_credit | 0 | |||||
Revolving Credit Facility | ESH REIT Revolving Credit Facility | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Revolving credit facility, capacity | $ 350,000,000 | |||||
Amount of borrowing capacity remaining | $ 350,000,000 | |||||
Stated amount | 350,000,000 | |||||
Letter of Credit | ESH REIT Revolving Credit Facility | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Revolving credit facility, capacity | 50,000,000 | |||||
Line of Credit | Unsecured Intercompany Facility | Unsecured Debt | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Revolving credit facility, capacity | 0 | $ 0 | ||||
Stated amount | $ 75,000,000 | |||||
Stated interest rate (as a percent) | 5.00% | |||||
Maximum unsecured intercompany credit facility amount | $ 300,000,000 | |||||
LIBOR | ESH REIT Term Facility | Medium-term Notes | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Spread on base rate (as a percent) | 2.00% | |||||
LIBOR | Revolving Credit Facility | ESH REIT Revolving Credit Facility | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Spread on base rate (as a percent) | 2.75% | |||||
Libor Plus Rate Other than Level 1 Period | ESH REIT Term Facility | Medium-term Notes | ||||||
Debt Instrument [Line Items] | ||||||
Spread on base rate (as a percent) | 2.00% | |||||
Libor Plus Rate Other than Level 1 Period | ESH REIT Term Facility | Medium-term Notes | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Spread on base rate (as a percent) | 2.00% | |||||
Federal Funds Rate | ESH REIT Term Facility | Medium-term Notes | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate during period (as a percent) | 0.75% | |||||
Federal Funds Rate | ESH REIT Term Facility | Medium-term Notes | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate during period (as a percent) | 0.75% | |||||
Base Rate | ESH REIT Term Facility | Medium-term Notes | ||||||
Debt Instrument [Line Items] | ||||||
Spread on base rate (as a percent) | 1.00% | |||||
Base Rate | ESH REIT Term Facility | Medium-term Notes | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Spread on base rate (as a percent) | 1.00% | |||||
Minimum | Revolving Credit Facility | ESH REIT Revolving Credit Facility | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Fee on unutilized revolving credit facility (percent) | 0.175% | |||||
Minimum | LIBOR | Revolving Credit Facility | ESH REIT Revolving Credit Facility | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Spread on base rate (as a percent) | 2.25% | |||||
Minimum | Base Rate | Revolving Credit Facility | ESH REIT Revolving Credit Facility | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Spread on base rate (as a percent) | 1.25% | |||||
Maximum | Revolving Credit Facility | ESH REIT Revolving Credit Facility | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Fee on unutilized revolving credit facility (percent) | 0.35% | |||||
Maximum | LIBOR | Revolving Credit Facility | ESH REIT Revolving Credit Facility | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Spread on base rate (as a percent) | 2.75% | |||||
Maximum | Base Rate | Revolving Credit Facility | ESH REIT Revolving Credit Facility | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Spread on base rate (as a percent) | 1.75% | |||||
Redemption after May 2020 | Minimum | 2025 Notes | Senior Notes | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price as a percentage of principal repayment | 100.00% | |||||
Redemption after May 2020 | Maximum | 2025 Notes | Senior Notes | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price as a percentage of principal repayment | 102.625% | |||||
Change of Control | 2025 Notes | Senior Notes | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price as a percentage of principal repayment | 101.00% | |||||
Public Corporate Family Rating Better Than Or Equal To BB- | LIBOR | ESH REIT Term Facility | Medium-term Notes | ||||||
Debt Instrument [Line Items] | ||||||
Spread on base rate (as a percent) | 1.75% | |||||
Public Corporate Family Rating Better Than Or Equal To BB- | LIBOR | ESH REIT Term Facility | Medium-term Notes | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Spread on base rate (as a percent) | 1.75% | |||||
Designated as Hedging Instrument | LIBOR | ESH REIT | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate (as a percent) | 2.50% |
DEBT - Summary of Components _2
DEBT - Summary of Components of Interest Expense - REIT (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Entity Information [Line Items] | ||
Contractual interest | $ 28,717 | $ 28,962 |
Amortization of deferred financing costs and debt discount | 1,997 | 2,015 |
Debt extinguishment and other costs | 401 | 720 |
Interest Income | (1,511) | (57) |
Total | 29,604 | 31,640 |
ESH REIT | ||
Entity Information [Line Items] | ||
Contractual interest | 28,575 | 28,820 |
Amortization of deferred financing costs and debt discount | 1,969 | 1,988 |
Debt extinguishment and other costs | 356 | 691 |
Interest Income | (966) | (4) |
Total | $ 29,934 | $ 31,495 |
DERIVATIVE INSTRUMENTS - Additi
DERIVATIVE INSTRUMENTS - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Sep. 30, 2016 | |
Designated as Hedging Instrument | Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Notional amount | $ 250,000,000 | |||
Reduction of outstanding derivative amount | 50,000,000 | |||
Interest rate cash flow hedge gain, net of tax | 3,496,000 | $ 4,934,000 | ||
Gain to be reclassified to earnings in next twelve months | 2,800,000 | |||
Designated as Hedging Instrument | Interest Rate Swap | Interest (income) expense, net | ||||
Derivative [Line Items] | ||||
Interest rate cash flow hedge gain, net of tax | 975,000 | $ 421,000 | ||
ESH REIT | Designated as Hedging Instrument | Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Notional amount | 250,000,000 | |||
Reduction of outstanding derivative amount | 50,000,000 | |||
Interest rate cash flow hedge gain, net of tax | 4,103,000 | $ 5,789,000 | ||
Gain to be reclassified to earnings in next twelve months | 2,800,000 | |||
ESH REIT | Designated as Hedging Instrument | Interest Rate Swap | Interest (income) expense, net | ||||
Derivative [Line Items] | ||||
Interest rate cash flow hedge gain, net of tax | $ 975,000 | $ 421,000 | ||
Term Loan Facility | Medium-term Notes | ESH REIT Term Facility | ESH REIT | ||||
Derivative [Line Items] | ||||
Derivative rate (as a percent) | 1.175% |
DERIVATIVE INSTRUMENTS - Schedu
DERIVATIVE INSTRUMENTS - Schedule of Derivative Instruments (Details) - Designated as Hedging Instrument - Interest Rate Swap - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Derivative [Line Items] | |||
Fair value of interest rate swap | $ 4,103 | $ 5,789 | |
Interest rate cash flow hedge gain, net of tax | 3,496 | 4,934 | |
Change in fair value | 1,700 | ||
Change in fair value effective portion | (600) | ||
Amortization of accumulated other comprehensive income | $ (700) | ||
Interest (income) expense, net | |||
Derivative [Line Items] | |||
Interest rate cash flow hedge gain, net of tax | $ 975 | $ 421 |
DERIVATIVE INSTRUMENTS - Addi_2
DERIVATIVE INSTRUMENTS - Additional Information - REIT (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Sep. 30, 2016 | |
Designated as Hedging Instrument | Interest Rate Swap | |||
Derivative [Line Items] | |||
Notional amount | $ 250,000,000 | ||
Reduction of outstanding derivative amount | 50,000,000 | ||
Gain to be reclassified to earnings in next twelve months | 2,800,000 | ||
ESH REIT | Designated as Hedging Instrument | Interest Rate Swap | |||
Derivative [Line Items] | |||
Notional amount | 250,000,000 | ||
Reduction of outstanding derivative amount | 50,000,000 | ||
Gain to be reclassified to earnings in next twelve months | 2,800,000 | ||
ESH REIT | Designated as Hedging Instrument | Interest Rate Swap | Interest (income) expense, net | |||
Derivative [Line Items] | |||
Interest rate cash flow hedge gain, net of tax | $ 1,000,000 | $ 400,000 | |
Term Loan Facility | Medium-term Notes | ESH REIT Term Facility | ESH REIT | |||
Derivative [Line Items] | |||
Derivative rate (as a percent) | 1.175% |
DERIVATIVE INSTRUMENTS - Sche_2
DERIVATIVE INSTRUMENTS - Schedule of Derivative Instruments - REIT (Details) (Details) - Designated as Hedging Instrument - Interest Rate Swap - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Derivative [Line Items] | ||||
Fair value of interest rate swap | $ 4,103 | $ 5,789 | ||
Interest rate cash flow hedge gain, net of tax | 3,496 | 4,934 | ||
Change in fair value | 1,700 | |||
Change in fair value effective portion | (600) | |||
Amortization of accumulated other comprehensive income | (700) | |||
Interest (income) expense, net | ||||
Derivative [Line Items] | ||||
Interest rate cash flow hedge gain, net of tax | 975 | $ 421 | ||
ESH REIT | ||||
Derivative [Line Items] | ||||
Fair value of interest rate swap | 4,103 | 5,789 | ||
Interest rate cash flow hedge gain, net of tax | 4,103 | 5,789 | ||
Change in fair value | $ 1,700 | |||
Change in fair value effective portion | (600) | |||
Amortization of accumulated other comprehensive income | $ (700) | |||
ESH REIT | Interest (income) expense, net | ||||
Derivative [Line Items] | ||||
Interest rate cash flow hedge gain, net of tax | $ 975 | $ 421 |
REVENUE FROM CONTRACTS WITH C_3
REVENUE FROM CONTRACTS WITH CUSTOMERS - Disaggregation by Booking Source (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Total room revenues | $ 277,669 | $ 297,767 |
Room revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total room revenues | 267,046 | 290,210 |
Other Hotel Revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total room revenues | 5,300 | 5,300 |
Property direct | Room revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total room revenues | 73,543 | 93,386 |
Central call center | Room revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total room revenues | 65,537 | 68,464 |
Proprietary website | Room revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total room revenues | 49,255 | 49,859 |
Third-party intermediaries | Room revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total room revenues | 69,097 | 67,119 |
Travel agency global distribution systems | Room revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total room revenues | $ 9,614 | 11,382 |
Restatement Adjustment | Third-party intermediaries | Room revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total room revenues | $ 16,300 |
REVENUE FROM CONTRACTS WITH C_4
REVENUE FROM CONTRACTS WITH CUSTOMERS - Disaggregation by Length of Guest Stay (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Total room revenues | $ 277,669 | $ 297,767 |
Room revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total room revenues | 267,046 | 290,210 |
Other Hotel Revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total room revenues | 5,300 | 5,300 |
1-6 nights | Room revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total room revenues | 101,424 | 105,030 |
7-29 nights | Room revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total room revenues | 55,100 | 60,764 |
30 nights | Room revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total room revenues | $ 110,522 | $ 124,416 |
REVENUE FROM CONTRACTS WITH C_5
REVENUE FROM CONTRACTS WITH CUSTOMERS - Disaggregation of Revenues from Franchised and Managed Hotels (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 277,669 | $ 297,767 |
Management fees | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 293 | 198 |
Franchise fees | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 932 | 217 |
Indirect reimbursements (system services fees) | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,185 | 208 |
Direct reimbursements | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,910 | 1,659 |
Total revenues from franchised and managed hotels | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 5,320 | $ 2,282 |
REVENUE FROM CONTRACTS WITH C_6
REVENUE FROM CONTRACTS WITH CUSTOMERS - Schedule of Outstanding Customer Contract Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Jan. 01, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Outstanding Contract Liabilities | $ 18,466 | $ 13,829 |
Outstanding contract liabilities, recognized revenue | $ 8,397 |
REVENUE FROM CONTRACTS WITH C_7
REVENUE FROM CONTRACTS WITH CUSTOMERS - Performance Obligations (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Disaggregation of Revenue [Line Items] | |
Performance obligation, term | 20 years |
Owned hotels | |
Disaggregation of Revenue [Line Items] | |
Outstanding contract liabilities | $ 13.6 |
Franchised Hotels | |
Disaggregation of Revenue [Line Items] | |
Outstanding contract liabilities | $ 4.9 |
SEGMENTS - Schedule of Operatin
SEGMENTS - Schedule of Operating Segments Evaluated on Income from Operations (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenue | $ 277,669,000 | $ 297,767,000 |
Income (loss) from operations: | 63,953,000 | 68,729,000 |
Impairment charges | 0 | 43,600,000 |
Gain (loss) on sale of hotel properties | 0 | 38,082,000 |
Operating Segments | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenue | 274,391,000 | 296,786,000 |
Income (loss) from operations: | 71,737,000 | 75,763,000 |
Operating Segments | Owned hotels | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenue | 272,349,000 | 295,485,000 |
Income (loss) from operations: | 69,695,000 | 74,462,000 |
Operating Segments | Franchise and management | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenue | 2,042,000 | 1,301,000 |
Income (loss) from operations: | 2,042,000 | 1,301,000 |
Intellectual property fees | 800,000 | 900,000 |
Corporate and Other | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenue | 19,514,000 | 21,330,000 |
Income (loss) from operations: | (7,232,000) | (6,982,000) |
Management fee and other costs | 19,500,000 | 21,300,000 |
Intersegment Eliminations | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenue | (20,331,000) | (22,216,000) |
Other revenues from franchised and managed properties | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Revenue | 4,095,000 | 1,867,000 |
Income (loss) from operations: | $ (552,000) | $ (52,000) |
SEGMENTS - Schedule of Assets a
SEGMENTS - Schedule of Assets and Capital Expenditures of Operating Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Assets: | $ 3,922,886 | $ 3,924,210 | |
Capital Expenditures: | 55,288 | $ 33,572 | |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Assets: | 3,637,400 | 3,658,237 | |
Capital Expenditures: | 54,762 | 33,456 | |
Operating Segments | Owned hotels | |||
Segment Reporting Information [Line Items] | |||
Assets: | 3,635,529 | 3,643,603 | |
Capital Expenditures: | 54,762 | 33,456 | |
Operating Segments | Franchise and management | |||
Segment Reporting Information [Line Items] | |||
Assets: | 1,871 | 14,634 | |
Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Assets: | 324,843 | 308,181 | |
Capital Expenditures: | 526 | $ 116 | |
Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Assets: | $ (39,357) | $ (42,208) |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Taxes [Line Items] | ||
Provision (benefit) for income taxes | $ 6,123 | $ 5,797 |
Effective tax rate, percent | 17.70% | 15.70% |
ESH REIT | ||
Income Taxes [Line Items] | ||
Provision (benefit) for income taxes | $ 3 | $ 35 |
INCOME TAXES - Additional Inf_2
INCOME TAXES - Additional Information - REIT (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Taxes [Line Items] | ||
Provision (benefit) for income taxes | $ 6,123 | $ 5,797 |
Effective tax rate, percent | 17.70% | 15.70% |
ESH REIT | ||
Income Taxes [Line Items] | ||
Provision (benefit) for income taxes | $ 3 | $ 35 |
State and Local Jurisdiction | ESH REIT | ||
Income Taxes [Line Items] | ||
Provision (benefit) for income taxes | $ 100 | |
Effective tax rate, percent | 0.10% |
RELATED PARTY TRANSACTIONS - A
RELATED PARTY TRANSACTIONS - Additional Information - REIT (Detail) | 3 Months Ended | |||
Mar. 31, 2019USD ($)leaseshares | Mar. 31, 2018USD ($)leaseshares | Dec. 31, 2018USD ($)shares | Aug. 30, 2016USD ($) | |
Related Party Transaction [Line Items] | ||||
Common distributions | $ 13,334,000 | $ 11,788,000 | ||
Common stock, shares issued (shares) | shares | 188,403,532 | 188,219,605 | ||
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 | 3 | 3 | ||
Lease renewal term | 5 years | 5 years | ||
Termination period | 30 months | |||
Expenses from related party | $ 2,500,000 | $ 2,700,000 | ||
Common distributions | $ 66,137,000 | 66,871,000 | ||
Common stock, shares issued (shares) | shares | 1 | |||
ESH REIT | Class A common stock | ||||
Related Party Transaction [Line Items] | ||||
Common distributions | $ 37,600,000 | 37,600,000 | ||
Common stock, shares issued (shares) | shares | 250,493,583 | 250,493,583 | ||
ESH REIT | Class B common stock | ||||
Related Party Transaction [Line Items] | ||||
Common stock, shares issued (shares) | shares | 188,403,532 | 188,219,605 | ||
Restricted stock, granted (shares) | shares | 1,100,000 | |||
Shares expected to be issued (shares) | shares | 1,100,000 | |||
Unsecured Debt | Unsecured Intercompany Facility | ESH REIT | ||||
Related Party Transaction [Line Items] | ||||
Maximum unsecured intercompany credit facility amount | $ 300,000,000 | $ 300,000,000 | ||
Equity Based Awards | ESH REIT | Corporation | ||||
Related Party Transaction [Line Items] | ||||
Total equity-based compensation | 300,000 | 300,000 | ||
September 2016 Restricted Stock Unit Settlement | ESH REIT | Class B common stock | ||||
Related Party Transaction [Line Items] | ||||
Common stock, value | $ 1,200,000 | $ 2,300,000 | ||
Common stock, shares issued (shares) | shares | 200,000 | 300,000 | ||
Line of Credit | Unsecured Debt | Unsecured Intercompany Facility | ESH REIT | ||||
Related Party Transaction [Line Items] | ||||
Revolving credit facility, capacity | $ 0 | $ 0 | ||
Interest expense, related party | 0 | $ 0 | ||
Maximum unsecured intercompany credit facility amount | $ 300,000,000 | |||
Performance Based Awards | ESH REIT | ||||
Related Party Transaction [Line Items] | ||||
Percentage of award vest | 100.00% |
RELATED PARTY TRANSACTIONS - _3
RELATED PARTY TRANSACTIONS - REIT RELATED PARTY TRANSACTIONS - Schedule of rental revenues - REIT (Details) - ESH REIT - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Entity Information [Line Items] | |||
Fixed rental revenues | $ 37,500 | $ 118,005 | $ 113,331 |
Variable rental revenues | $ 32,900 | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS - Sc
RELATED PARTY TRANSACTIONS - Schedule of Future Fixed Rental Payments -REIT (Details) - ESH REIT $ in Thousands | Dec. 31, 2018USD ($) |
Related Party Transaction [Line Items] | |
Remainder of 2019 | $ 338,583 |
2020 | 462,860 |
2021 | 474,409 |
2022 | 486,247 |
2023 | 415,112 |
Total | $ 2,177,211 |
RELATED PARTY TRANSACTIONS - _4
RELATED PARTY TRANSACTIONS - Schedule of Related Party Transaction Balances - REIT (Details) - ESH REIT - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Leases: | ||||
Rents receivable | $ 10,062 | $ 10,062 | $ 4,098 | |
Deferred rents receivable | 13,781 | 13,781 | 8,637 | |
Unearned rental revenues | (70,363) | (70,363) | (37,506) | |
Working capital and other: | ||||
Ordinary working capital | (8,830) | (8,830) | (12,581) | |
Equity awards (payable) receivable | (340) | (340) | 404 | |
Total working capital and other, net | (9,170) | (9,170) | $ (12,177) | |
Fixed rental revenues | 37,500 | 118,005 | $ 113,331 | |
Variable rental revenues | $ 32,900 | $ 0 | $ 0 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($)lawsuitletter_of_creditleaserenewal_option | |
Commitment And Contingencies [Line Items] | |
Number of properties subject to ground leases | 5 |
Number of outstanding letters of credit | letter_of_credit | 1 |
Letters of credit outstanding | $ | $ 0.2 |
Number of purported class action lawsuits | lawsuit | 6 |
Minimum | |
Commitment And Contingencies [Line Items] | |
Renewal term (years) | 5 years |
Maximum | |
Commitment And Contingencies [Line Items] | |
Renewal term (years) | 10 years |
Corporate Office Lease | |
Commitment And Contingencies [Line Items] | |
Renewal term (years) | 5 years |
Number of renewal options | renewal_option | 2 |
Hotel properties | |
Commitment And Contingencies [Line Items] | |
Number of properties subject to ground leases | 1 |
Ground lease | |
Commitment And Contingencies [Line Items] | |
Number of ground leases that are operating leases | 3 |
Number of ground leases that are finance leases | 2 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES - Components of Lease Expense (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease costs | $ 768 |
Finance lease costs - interest | 61 |
Total lease costs | $ 829 |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES - The Company's right-of-use assets and lease liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Right-of-use assets: | |||
Operating | $ 6,540 | $ 0 | |
Finance | 3,979 | $ 3,843 | 3,843 |
Lease liabilities: | |||
Operating | 14,046 | 0 | |
Finance | $ 3,469 | $ 3,360 | $ 3,360 |
COMMITMENTS AND CONTINGENCIES_6
COMMITMENTS AND CONTINGENCIES - Future Minimum Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Operating Leases | |||
Remainder of 2019 | $ 2,089 | ||
2020 | 2,899 | ||
2021 | 2,220 | ||
2022 | 806 | ||
2023 | 545 | ||
2024 | 503 | ||
Thereafter | 77,594 | ||
Total | 86,656 | ||
Total discounted lease liability | 14,046 | $ 0 | |
Difference between undiscounted cash flows and discounted cash flows | $ 72,610 | ||
Weighted-average remaining lease term | 39 years | ||
Weighted-average discount rate | 6.30% | ||
Finance Leases | |||
Remainder of 2019 | $ 271 | ||
2020 | 386 | ||
2021 | 395 | ||
2022 | 397 | ||
2023 | 400 | ||
2024 | 402 | ||
Thereafter | 3,100 | ||
Total | 5,351 | ||
Total discounted lease liability | 3,469 | $ 3,360 | $ 3,360 |
Difference between undiscounted cash flows and discounted cash flows | $ 1,882 | ||
Weighted-average remaining lease term | 13 years | ||
Weighted-average discount rate | 7.00% |
COMMIMENTS AND CONTINGENCIES -
COMMIMENTS AND CONTINGENCIES - Future Minimum Payment As of December 31, 2018 (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Operating Leases | |
2019 | $ 2,779 |
2020 | 2,899 |
2021 | 2,220 |
2022 | 806 |
2023 | 545 |
Thereafter | 78,097 |
Total | 87,346 |
Finance Leases | |
2019 | 351 |
2020 | 375 |
2021 | 384 |
2022 | 386 |
2023 | 387 |
Thereafter | 3,340 |
Total | $ 5,223 |
COMMITMENTS AND CONTINGENCIES_7
COMMITMENTS AND CONTINGENCIES - Additional Information - REIT (Detail) | 3 Months Ended |
Mar. 31, 2019lease | |
Commitment And Contingencies [Line Items] | |
Number of properties subject to ground leases | 5 |
Minimum | |
Commitment And Contingencies [Line Items] | |
Renewal term (years) | 5 years |
Maximum | |
Commitment And Contingencies [Line Items] | |
Renewal term (years) | 10 years |
ESH REIT | |
Commitment And Contingencies [Line Items] | |
Number of properties subject to ground leases | 5 |
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 |
Hotel properties | |
Commitment And Contingencies [Line Items] | |
Number of properties subject to ground leases | 1 |
Hotel properties | ESH REIT | |
Commitment And Contingencies [Line Items] | |
Number of properties subject to ground leases | 1 |
Ground lease | |
Commitment And Contingencies [Line Items] | |
Number of ground leases that are operating leases | 3 |
Number of ground leases that are finance leases | 2 |
Ground lease | ESH REIT | |
Commitment And Contingencies [Line Items] | |
Number of ground leases that are operating leases | 3 |
Number of ground leases that are finance leases | 2 |
COMMITMENTS AND CONTINGENCIES_8
COMMITMENTS AND CONTINGENCIES - Components of Lease Expense - REIT (Details) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Entity Information [Line Items] | |
Operating lease costs | $ 768 |
Interest of lease liabilities | 61 |
Total lease costs | 829 |
ESH REIT | |
Entity Information [Line Items] | |
Operating lease costs | 325 |
Interest of lease liabilities | 61 |
Total lease costs | $ 386 |
COMMITMENTS AND CONTINGENCIES_9
COMMITMENTS AND CONTINGENCIES - REIT COMMITMENTS AND CONTINGENCIES - The Company's right-of-use assets and lease liabilities -REIT (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Right-of-use assets: | |||
Operating | $ 6,540 | $ 0 | |
Finance | 3,979 | $ 3,843 | 3,843 |
Lease liabilities: | |||
Operating | 14,046 | 0 | |
Finance | 3,469 | 3,360 | 3,360 |
ESH REIT | |||
Right-of-use assets: | |||
Operating | 2,611 | 0 | |
Finance | 3,979 | 3,843 | 3,843 |
Lease liabilities: | |||
Operating | 9,286 | 0 | |
Finance | $ 3,469 | $ 3,360 | $ 3,360 |
COMMITMENTS AND CONTINGENCIE_10
COMMITMENTS AND CONTINGENCIES - Future Minimum Payments - REIT (Details) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Operating Leases | |||
Remainder of 2019 | $ 2,089 | ||
2020 | 2,899 | ||
2021 | 2,220 | ||
2022 | 806 | ||
2023 | 545 | ||
2024 | 503 | ||
Thereafter | 77,594 | ||
Total | 86,656 | ||
Total discounted lease liability | 14,046 | $ 0 | |
Difference between undiscounted cash flows and discounted cash flows | $ 72,610 | ||
Weighted-average remaining lease term | 39 years | ||
Weighted-average discount rate | 6.30% | ||
Finance Leases | |||
Remainder of 2019 | $ 271 | ||
2020 | 386 | ||
2021 | 395 | ||
2022 | 397 | ||
2023 | 400 | ||
2024 | 402 | ||
Thereafter | 3,100 | ||
Total | 5,351 | ||
Total discounted lease liability | 3,469 | $ 3,360 | 3,360 |
Difference between undiscounted cash flows and discounted cash flows | $ 1,882 | ||
Weighted-average remaining lease term | 13 years | ||
Weighted-average discount rate | 7.00% | ||
ESH REIT | |||
Operating Leases | |||
Remainder of 2019 | $ 535 | ||
2020 | 779 | ||
2021 | 784 | ||
2022 | 806 | ||
2023 | 545 | ||
2024 | 503 | ||
Thereafter | 77,594 | ||
Total | 81,546 | ||
Total discounted lease liability | 9,286 | 0 | |
Difference between undiscounted cash flows and discounted cash flows | $ 72,260 | ||
Weighted-average remaining lease term | 57 years | ||
Weighted-average discount rate | 6.50% | ||
Finance Leases | |||
Remainder of 2019 | $ 271 | ||
2020 | 386 | ||
2021 | 395 | ||
2022 | 397 | ||
2023 | 400 | ||
2024 | 402 | ||
Thereafter | 3,100 | ||
Total | 5,351 | ||
Total discounted lease liability | 3,469 | $ 3,360 | $ 3,360 |
Difference between undiscounted cash flows and discounted cash flows | $ 1,882 | ||
Weighted-average remaining lease term | 13 years | ||
Weighted-average discount rate | 7.00% |
COMMITMENTS AND CONTINGENCIE_11
COMMITMENTS AND CONTINGENCIES - Future Minimum Lease Payments - REIT (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Operating Leases | |
2019 | $ 2,779 |
2020 | 2,899 |
2021 | 2,220 |
2022 | 806 |
2023 | 545 |
Thereafter | 78,097 |
Total | 87,346 |
Finance Leases | |
2019 | 351 |
2020 | 375 |
2021 | 384 |
2022 | 386 |
2023 | 387 |
Thereafter | 3,340 |
Total | 5,223 |
ESH REIT | |
Operating Leases | |
2019 | 712 |
2020 | 779 |
2021 | 784 |
2022 | 806 |
2023 | 545 |
Thereafter | 78,097 |
Total | 81,723 |
Finance Leases | |
2019 | 351 |
2020 | 375 |
2021 | 384 |
2022 | 386 |
2023 | 387 |
Thereafter | 3,340 |
Total | $ 5,223 |
EQUITY-BASED COMPENSATION - Add
EQUITY-BASED COMPENSATION - Additional Information (Detail) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Aggregate number of Paired Shares (shares) | 8 | |
Granted incentive stock options (no more than) (shares) | 4 | |
Shares available for future issuance (shares) | 4.5 | |
General and Administrative Expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation | $ 2.1 | $ 2.4 |
EQUITY-BASED COMPENSATION - Sch
EQUITY-BASED COMPENSATION - Schedule of Unrecognized Compensation Cost (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Compensation Expense Related to Outstanding Awards (in thousands) | $ 15,815 |
RSUs with service vesting conditions | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Compensation Expense Related to Outstanding Awards (in thousands) | $ 9,637 |
Remaining Weighted-Average Amortization Period (in years) | 1 year 9 months 18 days |
RSUs with performance vesting conditions | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Compensation Expense Related to Outstanding Awards (in thousands) | $ 345 |
Remaining Weighted-Average Amortization Period (in years) | 9 months 18 days |
RSUs with market vesting conditions | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Compensation Expense Related to Outstanding Awards (in thousands) | $ 5,833 |
Remaining Weighted-Average Amortization Period (in years) | 2 years 3 months 18 days |
EQUITY-BASED COMPENSATION - Sum
EQUITY-BASED COMPENSATION - Summary of Restricted Stock Award and Restricted Stock Unit Activity (Detail) shares in Thousands | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Service-Based Awards | |
Number of RSUs (in thousands) | |
Outstanding Beginning Balance (shares) | shares | 523 |
Granted (shares) | shares | 316 |
Settled (shares) | shares | (177) |
Outstanding Ending Balance (shares) | shares | 662 |
Vested (shares) | shares | 1 |
Nonvested (shares) | shares | 661 |
Weighted- Average Grant- Date Fair Value | |
Outstanding Beginning Balance (dollars per share) | $ / shares | $ 18.42 |
Granted (dollars per share) | $ / shares | 17.20 |
Settled (dollars per share) | $ / shares | 17.81 |
Outstanding Ending Balance (dollars per share) | $ / shares | 18 |
Vested (dollars per share) | $ / shares | 17.56 |
Nonvested (dollars per share) | $ / shares | $ 18 |
Performance Vesting | |
Number of RSUs (in thousands) | |
Outstanding Beginning Balance (shares) | shares | 32 |
Granted (shares) | shares | 24 |
Settled (shares) | shares | (32) |
Outstanding Ending Balance (shares) | shares | 24 |
Vested (shares) | shares | 0 |
Nonvested (shares) | shares | 24 |
Weighted- Average Grant- Date Fair Value | |
Outstanding Beginning Balance (dollars per share) | $ / shares | $ 19.52 |
Granted (dollars per share) | $ / shares | 17.20 |
Settled (dollars per share) | $ / shares | 19.52 |
Outstanding Ending Balance (dollars per share) | $ / shares | 17.20 |
Vested (dollars per share) | $ / shares | 0 |
Nonvested (dollars per share) | $ / shares | $ 17.20 |
Market Vesting | |
Number of RSUs (in thousands) | |
Outstanding Beginning Balance (shares) | shares | 297 |
Granted (shares) | shares | 247 |
Settled (shares) | shares | (50) |
Outstanding Ending Balance (shares) | shares | 494 |
Vested (shares) | shares | 0 |
Nonvested (shares) | shares | 494 |
Weighted- Average Grant- Date Fair Value | |
Outstanding Beginning Balance (dollars per share) | $ / shares | $ 16.79 |
Granted (dollars per share) | $ / shares | 15.35 |
Settled (dollars per share) | $ / shares | 12.03 |
Outstanding Ending Balance (dollars per share) | $ / shares | 16.55 |
Vested (dollars per share) | $ / shares | 0 |
Nonvested (dollars per share) | $ / shares | $ 16.55 |
EQUITY-BASED COMPENSATION - Per
EQUITY-BASED COMPENSATION - Performance-Based Awards - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2019 | |
Performance Based Awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Awards vesting period (years) | 1 year |
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% |
ESH REIT | Service Based Awards | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Awards vesting period (years) | 2 years |
ESH REIT | Service Based Awards | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Awards vesting period (years) | 4 years |
ESH REIT | Performance Based Awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of award vest | 100.00% |
EQUITY-BASED COMPENSATION - S_2
EQUITY-BASED COMPENSATION - Summary of Key Assumptions Used for Fair Value (Details) - Performance Based Awards | 3 Months Ended |
Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected holding period | 2 years 10 months 24 days |
Risk-free rate of return | 2.46% |
Expected dividend yield | 5.12% |
SUBSEQUENT EVENTS - Additional
SUBSEQUENT EVENTS - Additional Information (Detail) - $ / shares | May 01, 2019 | Apr. 29, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Subsequent Event [Line Items] | ||||
Common distributions, per common share (dollars per share) | $ 0.07 | $ 0.06 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Common distributions, per common share (dollars per share) | $ 0.09 | |||
Class A common stock | ESH REIT | ||||
Subsequent Event [Line Items] | ||||
Common distributions, per common share (dollars per share) | 0.15 | 0.15 | ||
Class A common stock | Subsequent Event | ESH REIT | ||||
Subsequent Event [Line Items] | ||||
Common distributions, per common share (dollars per share) | 0.14 | |||
Class B common stock | ||||
Subsequent Event [Line Items] | ||||
Common distributions, per common share (dollars per share) | 0.15 | 0.15 | ||
Class B common stock | ESH REIT | ||||
Subsequent Event [Line Items] | ||||
Common distributions, per common share (dollars per share) | $ 0.15 | $ 0.15 | ||
Class B common stock | Subsequent Event | ESH REIT | ||||
Subsequent Event [Line Items] | ||||
Common distributions, per common share (dollars per share) | $ 0.14 | $ 0.16 |
SUBSEQUENT EVENTS - REIT - Addi
SUBSEQUENT EVENTS - REIT - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | May 01, 2019 | Apr. 29, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Subsequent Event [Line Items] | ||||
Common distributions, per common share (dollars per share) | $ 0.07 | $ 0.06 | ||
ESH REIT | ||||
Subsequent Event [Line Items] | ||||
Paired shares repurchased and retired, amount | $ 12,801 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Common distributions, per common share (dollars per share) | $ 0.09 | |||
Class A common stock | ESH REIT | ||||
Subsequent Event [Line Items] | ||||
Common distributions, per common share (dollars per share) | 0.15 | $ 0.15 | ||
Class A common stock | Subsequent Event | ESH REIT | ||||
Subsequent Event [Line Items] | ||||
Common distributions, per common share (dollars per share) | 0.14 | |||
Class B common stock | ||||
Subsequent Event [Line Items] | ||||
Common distributions, per common share (dollars per share) | 0.15 | $ 0.15 | ||
Paired shares repurchased and retired, amount | $ 35,179 | |||
Class B common stock | ESH REIT | ||||
Subsequent Event [Line Items] | ||||
Common distributions, per common share (dollars per share) | $ 0.15 | $ 0.15 | ||
Class B common stock | Subsequent Event | ESH REIT | ||||
Subsequent Event [Line Items] | ||||
Common distributions, per common share (dollars per share) | $ 0.14 | $ 0.16 |
Uncategorized Items - stay-2019
Label | Element | Value |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 377,000 |
AOCI Attributable to Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (377,000) |
Subsidiaries [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 664,000 |
Subsidiaries [Member] | AOCI Attributable to Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (664,000) |