extended stay hotels during the year. We believe
these new hotels represent very attractive return
for our company and for our franchise partners. Our
pipeline at the end of 2018 was 57 hotels and 7,000
rooms, or approximately 10% of our system today.
After having dedicated 2018 to refocusing on our
core guests, I would like to highlight the factors I
think make ESA and the extended stay segment
so attractive. According to industry sources, the
extended stay segment of the lodging industry
represents less than 10% of total hotel room supply
but more than 20% of room night demand. Our
core guests – business guests staying 5 nights or
longer on projects or training programs and guests
going through a life transition – are self-sufficient
and value conscious. Their long length of stay and
self-sufficiency allows very high margins for ESA – in
the mid 50% at the property level - which leads to
significant free cash flow generation.
Additionally, supply growth at our price point has
been muted and is expected to remain that way for
the foreseeable future as the larger hotel companies
focus on upper midscale and upscale brand growth.
We remain excited about the opportunities to grow
our system and believe our best years lie ahead of
us.
Balance Sheet, Capital Investment and
Capital Allocation
In 2018, we reduced debt outstanding by approximately
$150 million, in-turn reducing our net debt to Adjusted
EBITDA ratio to 3.7X from 3.9X at the end of 2017.
We further improved our balance sheet by refinancing
our term loan to reduce our LIBOR spread by 25 bps
and saw our debt ratings increased by Moody’s on all
outstanding debt obligations. At the end of 2018, we had
approximately $2.4 billion in debt outstanding and an
average maturity of 5.5 years, with a weighted average
interest rate of 4.75%. Our balance sheet is flexible,
long-dated and low-cost with approximately two-thirds
of our debt at fixed rates.
We returned approximately $250 million to shareholders
in 2018 through share repurchases and dividends,
which have increased each year since going public,
now at $0.88 per Paired Share annualized. Since the
beginning of 2016 and through the first quarter of 2019,
we have returned over $850 million to shareholders
through dividends and share repurchases – roughly
J O N AT H A N H A L K YA R D
President & Chief Executive Officer
To Our Shareholders
2018 was a transformational year for Extended Stay
America (“ESA”) as we made significant progress
on our growth strategy, supported by solid core
operational performance.
ESA
increased comparable system-wide hotel
RevPAR by 2.0% in 2018 and achieved Adjusted
EBITDA of $600 million despite selling 72 hotels at
very attractive free cash flow multiples during the
year. In turn, Adjusted FFO per diluted Paired Share,
EPS, and Adjusted Paired Share Income per diluted
Paired Share increased 9%, 44% and 14% respectively
in 20181. Along the way, we returned approximately
$250 million to our shareholders through dividends
and share repurchases, invested over $200 million
in capital expenditures, doubled the cash on our
balance sheet and retired approximately $150 million
in debt.
In 2018, we welcomed franchisees to the ESA family
for the first time in our history. We sold 71 hotels to
four franchise partners with long term franchise or
management agreements and collectively agreed to
open an additional 32 ESA franchise hotels in the
future. We also signed franchise agreements with
other partners for new development, bringing our
franchise pipeline up to 42 hotels at the end of 2018.
We also sold a single hotel for $45 million for a re-
development opportunity, showcasing the quality of
many of our real estate locations around the USA.
We acquired 11 sites for development and were
excited to break ground on four new hotels during
the year – our first groundbreakings in more than a
decade. We also purchased and converted two new
$4.50 per Paired Share - illustrating our commitment
to shareholder friendly capital allocation, all while
continuing to de-lever and invest in future growth.
ESA invested $209 million in capital expenditures in
2018 including more than $50 million for development
activities such as
land acquisitions, new hotel
construction activity, hotel conversions and launching
our current seven-year renovation program. In total, in
2018, we spent over $600 million on debt retirement,
capital investments and returns to shareholders, and
nearly $1.8 billion in 2016 through 2018 combined.
Looking Ahead
Looking to 2019 and beyond, we believe ESA is well
positioned to deliver against our growth plan and
capital return commitments. We expect to continue
to increase our new hotel pipeline. We expect to
refranchise additional properties in 2019 and 2020.
We plan to open our first new purpose built ESA hotel
in a dozen years in 2019 and already we saw our first
ground breaking from a franchisee in early 2019. We
will also renovate 40 to 60 hotels in 2019, with strong
expected returns from those investments. We expect to
do this while continuing to return a significant amount
of capital to our shareholders and make continued
improvements to our balance sheet.
We remain enthusiastic about our segment and our
growth prospects, both for the core business and our
ability to grow unit count.
Thank you for your continued interest in our Company.
J O N AT H A N H A L K YA R D
President & Chief Executive Officer
This letter contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact included in this letter are forward-
looking. For a description of the risks associated with forward-looking statements and the important factors that could cause the Company’s actual results or performance to differ
materially from those implied in the forward-looking statements contained in this letter, please review the information under the headings “Cautionary Note Regarding Forward-Looking
Statements” and “Risk Factors” included in our combined annual report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission
(the “SEC”) on February 27, 2019 and other documents of the Company on file with or furnished to the SEC. All forward-looking statements made in this letter are qualified by these
cautionary statements. In particular, no assurance can be given that any of our planned or expected strategic initiatives will be initiated or completed on our expected timing or at all.
Except as required by law, the Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future development
or otherwise.
1 See pages 60-65 for additional information regarding Adjusted EBITDA, Adjusted FFO per Paired Share and Adjusted Paired Share Income per Paired Share, which are non-GAAP
measures, including reconciliations to the most comparable GAAP measures, our reasons for providing these measures and limitations on their use.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________
Form 10-K
__________________________________________________
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2018
-OR-
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
__________________________________________________
Commission file number 001-36190
Extended Stay America, Inc.
Commission file number 001-36191
ESH Hospitality, Inc.
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
46-3140312
(I.R.S. Employer
Identification Number)
Delaware
(State or other jurisdiction of
incorporation or organization)
27-3559821
(I.R.S. Employer
Identification Number)
11525 N. Community House Road, Suite 100
Charlotte, North Carolina 28277
(Address of principal executive offices, including zip code)
(980) 345-1600
(Registrants’ telephone number, including area code)
__________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, par value $0.01 per share, of Extended
Stay America, Inc. and Class B Common Stock, par value
$0.01 per share, of ESH Hospitality, Inc., which are
attached and trade together as a Paired Share.
Name of each exchange on which registered
NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act:
None
None
__________________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Extended Stay America, Inc.
ESH Hospitality, Inc.
Yes
Yes
No
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Extended Stay America, Inc.
ESH Hospitality, Inc.
Yes
Yes
No
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Extended Stay America, Inc.
ESH Hospitality, Inc.
Yes
Yes
No
No
Indicate by check mark whether the registrant has submitted electronically on its corporate Web site, if any, every Interactive
Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit such files).
Extended Stay America, Inc.
ESH Hospitality, Inc.
Yes
Yes
No
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is
not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy information
statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K
Extended Stay America, Inc.
ESH Hospitality, Inc.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Extended Stay America, Inc.
ESH Hospitality, Inc.
Large accelerated filer
Non-accelerated filer
Emerging growth company
Large accelerated filer
Non-accelerated filer
Emerging growth company
Accelerated filer
Smaller reporting company
Accelerated filer
Smaller reporting company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Extended Stay America, Inc.
ESH Hospitality, Inc.
Yes
Yes
No
No
As of June 30, 2018, the aggregate value of the registrants’ Paired Shares held by non-affiliates was $4,055.0 million,
based on the number of shares held by non-affiliates as of June 30, 2018 and the closing price of the registrants’ Paired Shares
on the Nasdaq Global Select Market on June 30, 2018.
As of February 22, 2019, Extended Stay America, Inc. had 188,229,441 shares of common stock outstanding and ESH
Hospitality, Inc. had 250,493,583 shares of Class A common stock and 188,229,441 shares of Class B common stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of our proxy statements relating to the 2019 Annual Meetings of Shareholders are incorporated by reference into
Part III of this combined annual report on Form 10-K.
Page
ii
ii
iii
1
8
32
33
33
34
35
39
47
75
76
157
157
161
162
162
162
163
163
164
169
TABLE OF CONTENTS
ABOUT THIS COMBINED ANNUAL REPORT
CERTAIN DEFINED TERMS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
PART I
PART II
Item 1.
Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Item 9.
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 10.
Directors, Executive Officers and Corporate Governance
Item 11.
Executive Compensation
PART III
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Item 13.
Certain Relationships and Related Transactions, and Director Independence
Item 14.
Principal Accounting Fees and Services
Item 15.
Exhibits and Financial Statement Schedules
Item 16.
Form 10-K Summary
PART IV
i
ABOUT THIS COMBINED ANNUAL REPORT
This combined annual report on Form 10-K is filed by Extended Stay America, Inc., a Delaware corporation (the
“Corporation”), and its controlled subsidiary, ESH Hospitality, Inc., a Delaware corporation (“ESH REIT”). Both the Corporation
and ESH REIT have securities that have been registered under the Securities Act of 1933, as amended (the “Securities Act”),
which are publicly traded and listed on The Nasdaq Global Select Market (“NASDAQ”) as Paired Shares, as defined herein. As
further discussed herein, unless otherwise indicated or the context requires, the terms “Company,” “Extended Stay,” “Extended
Stay America,” “we,” “our” and “us” refer to the Corporation, ESH REIT and their subsidiaries considered as a single enterprise.
As required by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810,
Consolidation, due to the Corporation’s controlling financial interest in ESH REIT, the Corporation consolidates ESH REIT’s
financial position, results of operations, comprehensive income and cash flows with those of the Corporation. The Corporation’s
stand-alone financial condition and related information is discussed herein where applicable. In addition, with respect to other
financial and non-financial disclosure items required by Form 10-K, any material differences between the Corporation and ESH
REIT are discussed herein.
This combined annual report on Form 10-K presents the following sections or portions of sections separately for each of the
Company, on a consolidated basis, and ESH REIT, where applicable:
•
•
•
•
•
•
Part II Item 5 – Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Part II Item 6 – Selected Financial Data
Part II Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations
Part II Item 7A – Quantitative and Qualitative Disclosures About Market Risk
Part II Item 8 – Financial Statements and Supplementary Data
Part II Item 9A – Controls and Procedures
This combined report also includes separate Exhibit 31 and 32 certifications for each of Extended Stay America, Inc. and
ESH Hospitality, Inc. in order to establish that the Chief Executive Officer and the Chief Financial Officer of each registrant has
made the requisite certifications and that Extended Stay America, Inc. and ESH Hospitality, Inc. are compliant with Rule 13a-15
or Rule 15d-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and 18 U.S.C. §1350.
t
We believe combining the annual reports on Form 10-K of the Corporation and ESH REIT into this single report results in
the following benefits:
• Enhances investors’ understanding of the Corporation and ESH REIT by enabling investors, whose ownership of Paired
Shares, as defined herein, gives them an ownership interest in our hotel properties through ESH REIT and in the
operation, management, development and franchising of hotels and other aspects of our business through the
Corporation, to view the business as a whole;
• Eliminates duplicative and potentially confusing disclosure and provides a more streamlined presentation, since a
substantial amount of our disclosure applies to both registrants; and
• Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
CERTAIN DEFINED TERMS
The following defined terms relate to our corporate structure and lodging industry operating metrics. Unless otherwise
indicated or the context requires:
• ADR or average daily rate means hotel room revenues divided by total number of rooms sold in a given period.
• Company means the Corporation, ESH REIT and their subsidiaries considered as a single enterprise.
• Comparable Hotels means, when used in connection with describing our results of operations, the 552 Extended Stay
America-branded hotels owned and operated by the Company during the years ended December 31, 2018 and 2017.
The operating results of Comparable Hotels exclude the results of five hotels sold in 2017, 72 hotels sold in 2018 and
two hotels acquired in 2018.
ii
• Corporation means Extended Stay America, Inc., a Delaware corporation, and its subsidiaries (excluding ESH REIT
and its subsidiaries), which include the Operating Lessees (as defined below), ESH Strategies (as defined below) and
ESA Management (as defined below). The Corporation controls ESH REIT through its ownership of ESH REIT’s
Class A common stock, which currently represents approximately 57% of the outstanding common stock of ESH
REIT.
• ESA Management means ESA Management LLC and its subsidiaries, which manage Extended Stay America-branded
t
hotel properties on behalf of the Operating Lessees and third parties.
•
ESH REIT means ESH Hospitality, Inc., a Delaware corporation that has elected to be taxed as a real estate investment
trust (“REIT”), and its subsidiaries. ESH REIT is a majority-owned subsidiary of the Corporation which leases all of
its hotel properties to the Operating Lessees.
• ESH Strategies means ESH Hospitality Strategies LLC, a Delaware limited liability company and wholly-owned
subsidiary of the Corporation, and one of its subsidiaries, ESH Strategies Branding LLC, a Delaware limited liability
company, which owns the intellectual property related to our businesses and licenses it to the Operating Lessees and
ESH Strategies Franchise (as defined below).
• ESH Strategies Franchise means ESH Strategies Franchise LLC, a Delaware limited liability company and wholly-
owned subsidiary of ESH Strategies, that licenses the Extended Stay America brand name from ESH Strategies and in-
turn relicenses it to third-party franchisees.
• Extended stay market means the market of hotels with a fully equipped kitchenette in each guest room, which accept
t
reservations and do not require a lease, as defined by The Highland Group.
• Mid-price extended stay segment means the segment of the extended stay market that generally operates at a daily rate
t
between $55 and $105.
• Occupancy or occupancy rate means the total number of rooms sold in a given period divided by the total number of
rooms available during that period.
•
Operating Lessees means the wholly-owned subsidiaries of the Corporation that each lease a group of hotels from
ESH REIT and, as stipulated under each lease agreement, operate the Company’s owned hotels.
• Paired Share means one share of common stock, par value $0.01 per share, of the Corporation together with one share
of Class B common stock, par value $0.01 per share, of ESH REIT, which are attached and trade as a single unit.
• RevPAR or Revenue per Available Room means the product of average daily room rate charged and the average daily
occupancy achieved for a hotel or group of hotels in a given period. RevPAR does not include ancillary revenues, such
as food and beverage revenues, or parking, pet, WiFi upgrade, telephone or other guest service revenues.
•
•
System-wide hotels means all hotels that are operated under the Extended Stay America brand and that are owned,
franchised and/or managed by the Company.
Third-party intermediaries are unaffiliated distribution channels that sell hotel inventory, including ours, for a fee on
the internet. Third party intermediaries currently include Expedia.com and Booking.com (and their respective
affiliated brands and distribution channels, such as Priceline, Hotwire, Kayak and Trivago) and may in the future
include search engines such as Google and alternative lodging suppliers such as Airbnb and HomeAway.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This combined annual report on Form 10-K contains “forward-looking statements” within the meaning of the federal
securities laws. All statements other than statements of historical facts included in this combined annual report on Form 10-K
may be forward-looking, including statements regarding, among other things, our ability to meet our debt service obligations,
future capital expenditures (including future acquisitions and hotel renovation programs), distribution policies, development,
growth and franchise opportunities, anticipated benefits or use of proceeds from any dispositions, plans, objectives, goals,
beliefs, business strategies, future events, business conditions, results of operations, financial position and our business outlook
and business trends.
When used in this combined annual report on Form 10-K, the words “believe,” “expect,” “anticipate,” “intend,”
“estimate,” “will,” “look forward to” and variations of such words or similar expressions are intended to identify forward-
looking statements. The forward-looking statements are not historical facts and are based upon our current expectations,
beliefs, estimates, projections and various assumptions, many of which, by their nature, are inherently uncertain and beyond
a
our control. Our expectations, beliefs, estimates and projections are expressed in good faith and we believe there is a reasonable
iii
basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will be
achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.
There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could
cause our actual results to differ materially from the forward-looking statements contained in this combined annual report on
Form 10-K. Such risks, uncertainties and other important factors include, but are not limited to, the risk factors described under
“Risk Factors.” You should evaluate all forward-looking statements made in this combined annual report on Form 10-K in the
context of these risks and uncertainties, and you are cautioned not to place undue reliance on such forward-looking statements.
We caution you that the risks, uncertainties and other factors referenced above and throughout this combined annual
report on Form 10-K may not contain all of the risks, uncertainties and other factors that may be important to you. In addition,
we cannot assure you that we will realize the results, benefits or developments that we expect or anticipate or, even if
substantially realized, that they will have the results or effects on us, our business or operations in the way expected. In
particular, no assurance can be given that any of our ongoing, planned or expected strategic initiatives or objectives discussed
herein or in other filings with the SEC will be initiated or completed within our expected timing or at all. Estimates and
forward-looking statements speak only as of the date they were made and we undertake no obligation to publicly update or
revise any forward-looking statements to reflect subsequent events or circumstances, except as required by law.
iv
Item 1.
Business
Our Company
PART I
We are the largest integrated owner/operator of company-branded hotels in North America. Our business operates in the
extended-stay segment of the lodging industry, and as of December 31, 2018, we 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 627 system-wide hotels operate under the Extended Stay America brand, which
serves the mid-price extended stay segment and accounts for approximately 40% of the segment by number of rooms in the
United States.
Extended Stay America-branded hotels are designed to provide an affordable and attractive alternative to traditional
lodging or apartment accommodations and are targeted toward self-sufficient, value-conscious guests who need lodging for
more than a week. Guests include business travelers, leisure travelers, professionals on temporary work or training
assignments, persons relocating, the temporarily displaced, those purchasing a home and anyone else in need of temporary
housing.
For the year ended December 31, 2018, we had total revenues of $1.3 billion, net income of $211.8 million and Adjusted
EBITDA of $599.7 million. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—
Non-GAAP Financial Measures” for a definition of Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA.
During the year ended December 31, 2018, 37.0%, 21.1% and 41.9% of our owned hotel room revenues were derived from
guests with stays from 1-6 nights, from 7-29 nights, and for 30 or more nights, respectively. During the year ended December
31, 2018, 29.2% of our owned hotel room revenues were derived from property-direct reservations, 24.5% were derived from
our central call center, 17.8% were derived from our own proprietary website, 24.3% were derived from third party
intermediaries and 4.2% were derived from travel agencies using global distribution systems.
We seek to drive our competitive advantage by targeting our product offering to an underserved market segment and by
driving economies of scale through our national distribution and concentration of multiple hotels in individual markets. We
focus on continually improving our product and service, improving marketing efforts and driving ADR. In addition to owning
and operating hotels, we have increased, and plan to continue to increase, our distribution through the ongoing development of
our fee-based income stream pursuant to which we franchise our brand to third parties and, in some instances, manage hotels
on behalf of our franchisees. We also seek to increase our efficiency and the overall quality of our real estate portfolio by
selling non-strategic hotels over time, in some cases franchising our brand to, or managing sold hotels for, the buyers. Our
current and future plans include some or all of the following:
•
•
•
•
•
•
•
continuing to invest capital in our hotels, both on an ongoing basis and through future cyclical hotel renovation
programs, where justified by anticipated returns on investment;
repurposing and/or rebuilding certain of our hotel properties;
building new Extended Stay America hotel properties which we expect to own and operate;
selling non-strategic hotels to buyers that we expect will franchise the Extended Stay America brand from us and for
whom we may perform management or other services;
converting existing hotels to the Extended Stay America brand, either as franchises or on our own balance sheet;
franchising the Extended Stay America brand to newly-constructed hotel properties built and owned by third parties
for whom we may perform management or other services; and
acquiring additional hotel properties.
1
Our History
We were founded in 1995 as a developer, owner and operator of extended stay hotels. Following a period focused
primarily on new development, we became a consolidator of hotel properties by selectively acquiring extended stay companies
and hotels, ultimately creating the largest mid-price extended stay company in the United States. We were acquired out of
bankruptcy in October 2010. In November 2013, we completed an initial public offering and restructured and reorganized our
then-existing business.
Ownership of Paired Shares gives investors an ownership interest in our hotel properties through ESH REIT and in our
franchising and hotel management business, including the operation of our owned hotels, and other aspects of our business
through the Corporation. This structure permits us to enjoy some, though not all, of the benefits of a REIT (i.e., while ESH
REIT is taxed as a REIT for U.S. federal income tax purposes, all distributions paid by ESH REIT to the Corporation are
subject to corporate level tax, effectively eliminating approximately 57% of the tax benefit of REIT status for the consolidated
enterprise).
We currently operate an extended stay hospitality platform with approximately 8,100 employees and are led by a
management team with public company experience in hospitality, consumer retail and service businesses.
The Corporation
Extended Stay America, Inc. was incorporated in Delaware on July 8, 2013. As of December 31, 2018, the Corporation
leased and operated 554 hotels, consisting of approximately 61,500 rooms, and franchised and/or managed 73 hotels for third
parties, consisting of approximately 7,500 rooms. The 554 hotels, which are owned by ESH REIT, are leased to and operated
by the Operating Lessees, wholly-owned subsidiaries of the Corporation, and are managed by ESA Management, a wholly-
owned subsidiary of the Corporation, pursuant to management agreements. All hotels operate under the Extended Stay America
brand. ESH Strategies, a wholly-owned subsidiary of the Corporation, owns the brand and intellectual property related to our
business and licenses them to its subsidiary, ESH Strategies Franchise, which in-turn relicenses it to third-party franchisees.
ESH REIT
ESH Hospitality, Inc. was formed as a limited liability company in Delaware on September 16, 2010 and was converted
to a corporation on November 5, 2013. ESH REIT owns 554 hotel properties, which are leased to and operated by subsidiaries
of the Corporation as described in the preceding paragraph. ESH REIT has elected to be taxed as a REIT.
Our Brand
We currently operate all of our hotels under the Extended Stay America brand. All Extended Stay America-branded hotels
feature in-room kitchens, free WiFi, free grab-and-go breakfast, flat screen TVs with premium cable channels and on-site guest
laundry. We continue to own the intellectual property rights in certain of our former brands, including Homestead Studio Suites,
Studio Plus and Extended Stay Deluxe.
2
Our Corporate Structure
The following chart summarizes our corporate structure as of December 31, 2018.
Shareholders1
100%
Extended Stay
Extended Stay
America, Inc.
America, Inc.
(Corporation)2
(Corporation)2
3
42.9%
4
57.1%
ESH Hospitality Strategies
ESH Hospitality Strategies
LLC
LLC
(ESH Strategies)
(ESH Strategies)
ESA Management LLC
ESA Management LLC
(ESA Management)t
(ESA Management)
Operating Lessees
Operating Lessees
ESH Hospitality, Inc.
ESH Hospitality, Inc.
(ESH REIT)TT 5
(ESH REIT)5
ESA Strategies Branding
ESA Strategies Branding
LLC
LLC
ESH Strategies Franchise
ESH Strategies Franchise
LLC
LLC
(ESH Strategies Franchise)
(ESH Strategies Franchise)
Trademark license agreements
Operating leases
Management agreements
Franchise Agreements
Property Owning Entities
Property Owning Entities
Third-Party
Property Owners
1. Management and certain members of the boards of each of the Corporation and ESH REIT hold approximately 0.7% of
the Paired Shares.
2. Obligor under Corporation Revolving Credit Facility.
3.
4.
Shares of Class B common stock of ESH REIT, which are generally entitled to one vote per share. ESH REIT’s Class A
and Class B common stock are generally entitled to the same distributions.
Shares of Class A common stock of ESH REIT, which are entitled to the greater of (x) one vote per share or (y) the
number of votes per share that would entitle the Class A common stock to approximately 55% of the total voting
power. ESH REIT’s Class A and Class B common stock are generally entitled to the same distributions.
5. Obligor under 2016 ESH REIT Credit Facilities and 2025 Notes.
3
Our Industry
U.S. Lodging Industry
The lodging industry is a significant part of the U.S. economy, generating over $163.3 billion of room revenues in 2018
and comprising approximately 5.2 million hotel rooms as of December 31, 2018, according to STR, Inc. (“STR”)(1). Lodging
industry performance is generally tied to both macro-economic and micro-economic trends in the United States and, similar to
other industries, experiences both positive and negative operating cycles. Following the 2008 to 2009 recession, demand in the
U.S. lodging industry has experienced a nine-year growth cycle in which demand growth has exceeded supply growth, even as
supply growth has returned to long-term average rates. According to PricewaterhouseCoopers LLP (“PwC”)(2), room supply
grew 2.0% in 2018 and is expected to grow 2.1% in 2019, in line with historical rates of annual supply growth. RevPAR has
grown in the U.S. lodging industry each year starting in 2010. According to PwC, RevPAR for the overall U.S. lodging industry
grew 2.9% in 2018, and is expected to grow 2.3% in 2019.
U.S. Extended Stay Segment
Extended stay hotels represent a growing segment within the U.S. lodging industry, with approximately 467,200 rooms
for the year ended December 31, 2018, according to The Highland Group(3). The extended stay segment tends to follow the
cyclicality of the overall lodging industry. Extended stay hotels are differentiated by price point into economy, mid-price and
upscale segments. Our business is focused on the mid-price extended stay segment, which accounted for approximately 33% of
the supply of extended stay rooms in 2018, approximately 40% of which are branded Extended Stay America.
Seasonality
The lodging industry is seasonal in nature. The Company’s revenues are generally lower during the first and fourth
quarters of each calendar year as is typical in the U.S. lodging industry. Because many of the Company’s hotel operating and
general and administrative expenses are fixed and do not fluctuate with changes in revenues, declines in revenues can cause
disproportionate fluctuations or decreases in the Company’s quarterly earnings and operating cash flows during these periods.
ESH REIT’s revenues and earnings are generally highest during the fourth quarter of each calendar year as rental
revenues contingent upon lessee hotel revenues are not earned for accounting purposes until certain lessee hotel revenue
thresholds are achieved, which typically occurs in the fourth quarter. ESH REIT’s cash flows generally remain consistent each
quarter of the calendar year, except as noted above.
Cyclicality
The lodging industry is cyclical and its fundamental performance tends to follow the general economy, albeit on a lagged
basis. There is a history of increases and decreases in demand for hotel rooms, occupancy levels and rates realized by owners
and operators of hotel properties through economic cycles. Variability of results through some economic cycles in the past has
been more severe due to changes in the supply of hotel rooms in given markets or in given categories of hotels. The
combination of changes in economic conditions and in the supply of hotel rooms can result in significant volatility in results of
operations for owners, operators and/or franchisors of hotel properties. The costs of running a hotel, and in particular an
extended stay hotel, tend to be more fixed than variable. Because of this, in an environment of either increasing or decreasing
revenues, the rate of change in earnings will likely be greater than the rate of change in revenues. See “Risk Factors—Risks
Related to the Lodging Industry—The lodging industry, including the extended stay segment, is cyclical and a worsening of
general economic conditions or low levels of economic growth could materially adversely affect our business, financial
condition, results of operations and our ability to pay distributions to our shareholders.”
(1) STR does not endorse or provide any guidance as to any proposed investment in Extended Stay America, Inc. or ESH Hospitality, Inc.
(2) PwC does not endorse or provide any guidance as to any proposed investment in Extended Stay America, Inc. or ESH Hospitality, Inc.
(3) The Highland Group does not endorse or provide any guidance as to any proposed investment in Extended Stay America, Inc. or ESH Hospitality, Inc.
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Competition
We operate in a highly competitive industry, with sources of competition including other extended stay hotel brands,
transient-oriented hotel brands that compete for both transient and extended stay guests, serviced apartments and private homes
and rooms and apartments rented on the internet. In addition, we face competition for both quality acquisition opportunities and
locations to build new hotels and for hotel owners and developers as potential franchisees. We also face competition from third-
party intermediaries and, increasingly, from new channels of distribution, such as large companies that offer online travel
services as part of their business model and search engines. See “Risk Factors—Risks Related to the Lodging Industry—We
operate in a highly competitive industry.”
Employees
We employ approximately 8,100 employees. Approximately 7,700 of these employees are hotel property-level
employees, comprised of approximately 4,100 full-time employees and approximately 3,600 part-time employees. None of our
employees are currently represented by unions or covered by collective bargaining agreements.
Sales, Marketing and Reservations
Our sales team is focused on growing the value of our existing accounts, developing business from new customers and
partnering with our operations team to drive local sales. We are organized regionally and by account, and our team focuses on
the following customers with extended stay lodging needs: major Fortune 500 companies; small and medium sized businesses;
travel agencies; relocation and staffing consultants; and medical, technology, government and educational organizations.
Approximately 40.0% of our total revenues in 2018 were derived from accounts managed by this team. In 2018, we launched a
new business travel program comprised of products and services designed to help business travel buyers manage their
companies’ travel-related objectives.
We seek to maximize revenue in each hotel through our revenue management team. This team is responsible for
determining prices and managing the availability of room inventory to different channels and customer segments. Our
automated revenue management system allows us to automatically price against demand from short-term and long-term guests.
Our marketing strategy is focused on growing awareness of the Extended Stay America brand and demand for our hotels
through a combination of media channels, including print, public relations and email marketing. We also put a significant
emphasis on digital marketing, buying search engine placement, internet display advertising and other media to drive traffic to
our website, mobile app and call center. We maintain a customer database and use it for targeted marketing activity. Our
customer loyalty program, called Extended Perks, had more than 2.7 million members as of December 31, 2018. The program
is built around the idea of “instant rewards – no points required,” with members receiving discount offers on our rooms, as well
as discounts from our merchandise and service partners. We believe this program has helped, and will continue to help, us
generate repeat business and market directly to more of our customers.
We use a central reservation system to provide access to our hotel inventory through a wide variety of channels, including
property-direct, our central call center, our desktop and mobile websites, travel agency global distribution systems and third-
party intermediaries. We outsource our central reservation system, call center and management of our website. During the year
ended December 31, 2018, 29.2% of our owned hotel room revenues were derived from property-direct reservations, 24.5%
were derived from our central call center, 17.8% were derived from our own proprietary website, 24.3% were derived from
third party intermediaries and 4.2% were derived from travel agencies using global distribution systems. We believe we have an
opportunity to increase the power and reach of our distribution network through enhanced partnerships with additional agency,
merchant and wholesale partners.
Environmental, Health and Safety Matters
Our hotel properties are subject to various federal, state and local environmental laws that impose liability for
contamination. Under these laws, governmental entities have the authority to require us, as the current or former owner of a
property, to perform or pay for the clean-up of contamination (including hazardous substances, waste or petroleum products) at
or emanating from the property and to pay for natural resource damage arising from contamination. These laws often impose
liability without regard to whether the owner or operator knew of or caused the contamination. Such liability can be joint and
several, so that each covered person can be responsible for all of the costs involved, even if more than one person may have
been responsible for the contamination. We can also be liable to private parties for costs of remediation, personal injury and
death and/or property damage resulting from contamination at or emanating from our owned hotel properties. Moreover,
environmental contamination can affect the value of a property and, therefore, an owner’s ability to borrow funds using the
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property as collateral or to sell the property on favorable terms or at all. Furthermore, persons who sent waste to a waste
disposal facility, such as a landfill or an incinerator, may be liable for costs associated with cleanup of that facility.
Phase I environmental assessments were most recently obtained for substantially all of our owned hotel properties in
2012 and for all hotel properties that we have purchased since that time. The Phase I environmental assessments were intended
to identify potential contamination, but did not include any invasive sampling procedures, such as soil or ground water
sampling. The Phase I environmental assessments identified a number of known or potential environmental conditions
associated with historic uses of the hotel properties or adjacent properties. However, the Phase I environmental assessments did
not identify any environmental liability that we believe would have a material adverse effect on our business, assets, results of
operations or liquidity. It is possible that these environmental assessments did not reveal all potential environmental liabilities,
such as the presence of former underground tanks for the storage of petroleum-based or waste products, that could create a
potential for release of hazardous substances. In addition, it is possible that environmental liabilities have arisen since the
assessments were completed. No assurances can be given that (i) future regulatory requirements will not impose any material
environmental liability, or (ii) the current environmental condition of our hotel properties will not be affected by the condition
of properties in the vicinity of our hotel properties (such as the presence of leaking underground storage tanks) or by third
parties unrelated to us.
In addition, our hotels (including our real property, operations and equipment) are subject to various federal, state and
local environmental, health and safety regulatory requirements that address a wide variety of issues, including, but not limited
to, the use, management and disposal of hazardous substances and wastes, air emissions, discharges of waste materials (such as
refuge or sewage), the registration, maintenance and operation of our boilers and storage tanks, asbestos and lead-based paint.
Some of our hotels also routinely handle and use hazardous or regulated substances and wastes as part of their operations,
which are subject to regulation (for example, swimming pool chemicals or biological waste). Our hotels incur costs to comply
with these environmental, health and safety laws and regulations, and if these regulatory requirements are not met or become
more stringent in the future, or unforeseen events result in the discharge of dangerous or toxic substances at our hotel
properties, we could be subject to materially increased costs of compliance, fines and penalties for non-compliance, and
material liability from third parties for harm to the environment, damage to real property or personal injury and death. We are
aware of no past or present environmental liability for non-compliance with environmental, health and safety laws and
regulations that we believe would have a material adverse effect on our business, assets or results of operations.
Certain hotels we own or those we may acquire in the future contain, may contain, or may have contained asbestos-
contaminating material (“ACM”). Environmental, health and safety laws require that ACM be properly managed and
maintained, and include requirements to undertake special precautions, such as removal or abatement if ACM would be
disturbed during maintenance, renovation or demolition of a building. These laws regarding ACM may impose fines and
penalties on building owners, employers and operators for failure to comply with these requirements or expose us to third-party
liability. We are not presently aware of ACM at our hotel properties that would result in a material adverse effect on our
business, assets or results of operations.
In addition, when excessive moisture accumulates in buildings or on building materials, mold growth may occur,
particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce
airborne toxins or irritants. Exposure to mold may cause a variety of adverse health effects and symptoms, including allergic or
other reactions. As a result, the presence of significant mold at any of our owned hotel properties could require us to undertakeaa
a costly remediation program to contain or remove the mold from the affected property. In addition, the presence of significant
mold could expose us to liability from our guests, employees and others if or when property damage or health concerns arise.
We are not presently aware of any indoor air quality issues at our owned hotel properties that would result in a material adverse
effect on our business, assets or results of operations.
We have obtained environmental insurance subject to limits, deductibles and exclusions customarily carried for similar
businesses. We believe that our environmental insurance policy is appropriate and adequate given the relative risk of loss, the
cost of the coverage and industry practice; however, our environmental insurance coverage may not be sufficient to fully cover
our losses. Although our franchise and management agreements include broad indemnity provisions that encompass
environmental claims resulting from franchised or managed properties, there can be no assurance that the indemnifying
counterparties would be solvent or otherwise able to indemnify us if we were found liable for those claims.
Intellectual Property
In the highly competitive hospitality industry in which we operate, trademarks, service marks, trade names, logos and
other proprietary rights are very important to the success of our business. The Corporation has a significant number of
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trademarks, service marks, trade names, logos, other proprietary rights and pending registrations and expends significant
resources on their surveillance, registration and protection.
Regulation
A number of states and local governments regulate the licensing of hotels by requiring registration, disclosure statements
and compliance with specific standards of conduct. We believe that each of our owned hotels has the necessary permits and
approvals to operate its respective business and we intend to continue to obtain these permits and approvals for any new hotels.
We are also subject to laws governing our relationship with our employees, including minimum wage requirements, overtime,
meal and rest periods, working conditions and work permit requirements. An increase in the minimum wage rate, employee
benefit costs or other costs associated with employees could materially adversely affect our business, including our results of
operations. There are frequently proposals under consideration at the federal, state and local levels to increase the minimum
wage and to expand overtime pay and benefits requirements.
Under the Americans with Disabilities Act of 1990 (“ADA”), all public accommodations are required to meet certain
federal requirements related to access and use by disabled persons. We attempt to satisfy ADA requirements in the designs for
and operation of our hotels, websites and other facilities subject to the ADA, but we cannot assure you that we will not be
subjected to a material ADA claim. If that were to happen, we could be ordered to spend substantial sums to achieve
compliance, fines could be imposed against us and we could be required to pay damage awards to private litigants. The ADA
and other regulatory initiatives could materially adversely affect our business as well as the lodging industry in general.
The Federal Trade Commission and numerous states regulate the sale and termination of franchises and business
opportunities. These regulations generally impose registration and filing requirements and in some cases control specific terms
of franchise agreements. Failure to comply with these regulations could result in franchisees having the right to rescind their
franchise agreements as well as fines, penalties and injunctive relief imposed by regulating authorities.
Insurance
We currently have the types and amounts of insurance coverage that we consider appropriate for a company in our
business. While we believe that our insurance coverage is adequate, our business, results of operations and financial condition
could be materially adversely affected if we were held liable for amounts exceeding the limits of our insurance coverage or for
claims outside the scope of our insurance coverage.
Available Information
Our website address is www.esa.com. Our combined annual reports on Form 10-K, combined quarterly reports on Form
10-Q, current reports on Form 8-K, and all amendments to those reports, are available free of charge through our website under
“Investor Relations” or at www.aboutstay.com as soon as reasonably practicable after the electronic filing of these reports is
made with the SEC. The information contained on, or that can be accessed through, our website is expressly not incorporated
by reference in this combined annual report on Form 10-K.
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Item 1A.
Risk Factors
You should carefully consider the following risks as well as the other information included in this combined annual report
on Form 10-K in the evaluation of our Company and business. Any of the following risks could materially and adversely affect
our business, financial condition or results of operations and our ability to pay distributions to our shareholders. It is not
possible to predict or identify all such factors. As such, you should not consider any such list to be a complete statement of all
of our potential risks and uncertainties.
Risks Related to the Lodging Industry
We operate in a highly competitive industry.
Competition for hotel guests—The lodging industry is highly competitive. We currently compete with traditional hotels
and lodging facilities (including limited service hotels), other purpose built extended stay hotels (including those owned and
operated by major hospitality chains with well-established, recognized brands and loyalty programs and individually-owned
extended stay hotels), alternative lodging (including serviced apartments and private homes, rooms and apartments rented on
the internet) and other franchisors in the lodging industry. See “—Risks Related to Our Business—Some of our business
strategies depend upon skills and capabilities that we have not previously demonstrated.” Many of the major hospitality chains
own multiple brands that provide them substantial economies of scale. We expect that competition within the mid-price
segment of the extended stay lodging market and the chain-scale segment of the overall lodging industry will continue as we
face increased competition due to the ease of access to search engines and third-party intermediaries, particularly as those
intermediaries continue to consolidate, and the growing acceptance of alternative lodging sources, particularly peer-to-peer
inventory sources. We compete based on a number of factors, including room rates, quality of accommodations, service levels,
convenience of location, reputation, loyalty programs, reservation systems, brand recognition, supply and availability of
alternative lodging and ability to reach potential guests through multiple distribution channels. See “Business—Competition.”
If we are unable to compete successfully, our revenues or profits may decline.
To maintain our rates, we may face pressure to offer increased services and amenities at our hotel properties comparable
to those offered at traditional hotels, which could increase our operating costs and reduce our profitability. We do not expect to
increase our rates to match all of our competitors, and a number of our competitors have a significant number of members in
well-established guest loyalty programs which may enable them to attract more customers and more effectively retain such
customers. Our competitors may also have greater financial and marketing resources than we do, which could allow them to
reduce their rates, offer greater convenience, services or amenities, build new hotels in direct competition with our existing
hotels, improve their properties, replace older properties with new ones at a faster pace than we can, invest in more
sophisticated technology and expand and improve their marketing efforts, all of which could have a material adverse effect on
our business, financial condition and results of operations.
Competition for franchise contracts—We compete with other lodging brands and products for potential franchisees.
Franchisees choose franchise systems based on a variety of reasons, including potential returns on investment, brand name
recognition and reputation, brand standard requirements, franchisors’ ability and willingness to invest capital, fees and other
contract terms, availability of suitable hotels in certain geographic areas, sales support, marketing support, reservations
systems, information technology systems, operational support, purchasing programs and other support systems. Some of our
competitors have size and scale advantages that enable them to spread the fixed costs of these systems over many properties
and brands. To the extent that our inability to make commensurate investments to support a competitive franchise platform is
not offset by other advantages of our franchise offering, our franchise sales could be negatively affected, which could have a
material adverse effect on our ability to execute on our business strategies and on our business, financial condition and results
of operations. See “—Risks Related to Our Business—Some of our business strategies depend upon skills and capabilities that
we have not previously demonstrated.” Our ability to compete effectively on new franchise contracts could be reduced if our
franchised hotels perform less successfully than those of our competitors, if we are unable to offer terms as favorable as those
offered by our competitors or if new brands are launched.
The lodging industry, including the extended stay segment, is cyclical and a worsening of general economic conditions
or low levels of economic growth could materially adversely affect our business, financial condition, results of operations
and our ability to pay distributions to our shareholders.
The performance of the lodging industry, including the extended stay segment, is closely linked to the performance of the
general economy and is sensitive to business and personal discretionary spending levels. Declines in corporate budgets and
spending and consumer demand due to adverse general economic conditions, governmental conditions, risks affecting or
reducing travel patterns, lower consumer confidence and high unemployment or adverse political conditions may have a
material adverse effect on the revenues and profitability of our hotels.
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Changes in consumer demand and general business cycles can subject, and have subjected, our revenues to significant
volatility. The majority of our expenses are relatively fixed. These fixed expenses include labor costs, interest, real estate taxes
and insurance premiums, all of which may increase at a greater rate than our revenues. The expenses of owning and operating
hotels are not significantly reduced when circumstances such as market and economic factors and competition cause a
reduction in revenues. Where cost-cutting efforts and capital expenditure reductions are insufficient to offset declines in
revenues, we could experience a material decline in operating margins and reduced operating cash flows or losses. If we are
unable to decrease our expenses significantly or rapidly when demand for our hotels decreases, the decline in our revenues
could have a material adverse effect on our net operating cash flows and profitability. This effect can be especially pronounced
during periods of economic contraction or slow economic growth.
In addition to general economic conditions, new hotel room supply is an important factor that can affect the lodging
industry’s performance and overbuilding has the potential to further exacerbate the negative effect of an economic downturn or
precipitate a cycle turn. Room rates and occupancy, and thus RevPAR, tend to increase when demand growth exceeds supply
growth. A decline in hotel room demand, or a continued growth in hotel room supply, could result in revenues that are
substantially below expectations or result in losses, which could have a material adverse effect on our business, financial
condition, results of operations and our ability to pay distributions to our shareholders. See “Business—Our Industry” for a
description of increases in hotel room supply.
The extended stay segment has tended to follow the overall cyclicality of the lodging industry. In periods of declining
demand, competition for guests may result in more reliance on longer-term guests, who generally pay lower rates than shorter-
term guests, or on lowering room rates to induce shorter-term demand, either of which could reduce revenues, margins and
profitability. Equally, in periods of increasing demand, a transition to shorter-term guests paying higher rates might result in
increased hotel expenses for amenities considered necessary to attract those guests, such as daily rather than weekly
housekeeping, and greater operating costs, such as increased volume of check-ins and check-outs, potentially reducing
operating margins.
Uncertainty regarding the future rate, pace and duration of economic growth makes it difficult to predict future
profitability levels. The current nine-year growth cycle is historically long for the lodging industry. A slowing of the current
economy or new economic weakness could adversely affect our ability to execute on our development and franchising
strategies and could materially adversely affect operating revenues and our overall profitability.
We are subject to operating risks common to the lodging industry.
Changes and volatility in general and local economic, political and market conditions and other factors beyond our
control, as well as the business, financial, operating and other risks common to the lodging industry and inherent to the
ownership, management and franchising of hotels, could materially adversely affect demand for lodging products and services.
This includes demand for rooms at hotel properties that we currently own, operate, franchise and potentially develop, construct,
acquire or franchise in the future. These factors include:
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changes in the relative mix of extended stay brands in various industry price categories;
over-building of hotels in our markets;
changes in the desirability of particular geographic locations, lodging preferences and travel patterns of customers,
including corporate customers;
new sources of potentially competitive supply, such as private homes, rooms or apartments rented on the internet;
increases in customer price sensitivity, making it more difficult to achieve planned ADR increases;
dependence on corporate and commercial travelers and on tourism;
decreased demand for longer-term lodging or lodging facilities;
decreased corporate budgets and spending and cancellations, deferrals or renegotiations of group business;
high levels of unemployment and depressed housing prices;
ability to accept customer payments through credit card transactions;
increases in real property tax rates;
increases in insurance premiums or narrowed coverage;
increases in operating costs due to inflation and other factors that may not be offset by increased room rates;
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increases in the cost, or the lack of availability, of capital to operate, maintain and renovate our existing hotel
properties or to develop, construct or acquire new hotel properties;
increases in labor costs, including as a result of increases to federal and state minimum wage levels, changes to
overtime eligibility, unionization of the labor force and increasing health care insurance expense;
increases in land, construction and material costs;
ability to maintain relationships with, and the quality of services provided by, third-party intermediaries, developers
and franchisees;
changes in taxes and governmental regulations that influence or set wages, prices, interest rates or construction and
maintenance procedures and costs;
the costs and administrative burdens associated with compliance with applicable laws and regulations;
cyber-attacks, including those that target customer payment systems and customer data;
delays in or cancellations of planned or future renovation or development projects;
availability and cost of capital necessary for us and third-party owners to fund investments, capital expenditures and
debt service obligations; and
events beyond our control that may disproportionately affect the travel industry, such as war, terrorist attacks, travel-
related health concerns, transportation and fuel prices, government shutdowns, interruptions in transportation
systems, travel-related accidents, fires, natural and man-made disasters and severe weather.
These factors, and any resulting negative publicity, can adversely affect, and from time to time have materially adversely
affected, individual hotel properties, particular regions or our business as a whole. How we manage any one or more of these
factors, or any crisis, could limit or reduce demand, the rates we are able to charge for rooms or services and the amount of our
franchise and management fees, which could materially adversely affect our operating results and future growth, including our
ability to pay distributions to our shareholders. These factors may be exacerbated by the relatively illiquid nature of our real
estate holdings, which limits our ability to vary our portfolio in response to changes in economic and other conditions.
Our revenues are subject to seasonal fluctuations.
The lodging industry is seasonal in nature. The Company’s occupancy rates and revenues generally are lower during the
first and fourth quarters of each calendar year. Quarterly variations in hotel revenues could materially adversely affect the
Company’s near-term operating revenues and cash flows, which in-turn could have a material adverse effect on the Company’s
business, financial condition and results of operations.
Risks Related to Our Business
If we fail to implement our business strategies, our business, financial condition and results of operations could be
materially adversely affected.
Our financial performance and success depend in large part on our ability to successfully implement our business
strategies. We cannot assure you that we will be able to successfully implement our business strategies, realize any benefit from
our strategies or improve our results of operations. We may spend significant amounts in connection with our business
strategies, which would result in increased costs but may not result in expected increased revenues or improved results of
operations.
Implementation of our business strategies could be affected by a number of factors beyond our control, such as increased
competition, legal and regulatory developments, general economic conditions or increases in our operating costs. Any failure to
successfully implement our business strategies could materially adversely affect our business, financial condition and results of
operations. We may, in addition, decide to alter or discontinue certain aspects of our business strategies at any time.
Some of our business strategies depend upon skills and capabilities that we have not previously demonstrated.
We have started, and will continue, to undertake several of our business strategies, including real estate construction and
development, franchising and managing hotels for third-party owners, either for the first time or the first time in many years.
Real estate construction and development, in particular, involves large deployments of capital and inherent timing and market
risks. Our ability to manage these risks and successfully execute these strategies will depend on our continuing ability to attract
and retain qualified, experienced personnel and third party consultants, contractors and others with the necessary expertise and
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to develop that expertise internally over time. While we believe the pursuit of our business strategies will have a positive
impact on our business in the long-term, we cannot provide any assurance that any changes will lead to the desired results. If
we do not effectively and successfully execute our business strategies, it could have a material adverse effect on our business.
Our capital expenditures may not result in our expected improvements or growth in our business.
The realization of returns on capital investments in line with our expectations is dependent on a number of factors,
including, but not limited to, general economic conditions, other events beyond our control, whether our assumptions in making
the investments were correct and changes in the factors underlying investment decisions, such as changes in the tastes and
preferences of our customers. We can provide no assurance that we will realize our expected returns on current investments or
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any returns at all, or that our future investments, including ongoing or future hotel renovations, will result in expected returns,
returns consistent with prior investments or any returns at all. Any growth we realize as a result of capital expenditures is
expected to stabilize over time. A failure to realize our expected returns on capital investments could materially adversely affect
our business, financial condition and results of operations.
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Access to capital, timing, budgeting and other risks associated with the ongoing need for capital expenditures at our
hotel properties could materially adversely affect our financial condition and limit our ability to compete effectively and pay
distributions to our shareholders.
Real estate ownership in the lodging industry is a capital intensive business that requires significant capital expenditures.
We must maintain, renovate and improve our hotel properties in order to remain competitive, maintain the value and brand
standards of our hotel properties and comply with applicable laws and regulations. Maintenance, renovations and
improvements to our hotel properties, for us or our franchisees, create an ongoing need for cash and, to the extent they cannot
be funded from cash generated by operations, funds must be borrowed or otherwise obtained. We also intend to continue to pay
regular distributions to our shareholders and for ESH REIT 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, which may constrain our ability to retain cash for future capital expenditures. Access to the capital that we need to
renovate and maintain our existing hotel properties, to develop, construct or acquire new hotel properties and to grow our
franchise business is critical to the continued growth of our business and our revenues. The availability of capital or the
conditions under which we can obtain capital can have a significant impact on the overall level, cost and pace of future
maintenance, renovation, development, construction or acquisitions of hotel properties and therefore the ability to meaningfully
grow our revenues and execute our business strategy.
As of December 31, 2018, we had total indebtedness of $2.4 billion, net of unamortized deferred financing costs and
discounts of $41.1 million. Our substantial indebtedness may impair our ability to borrow additional amounts. Our ability to
access additional capital could also be limited by the terms of our indebtedness and any future indebtedness, which restrict or
will restrict our ability to incur debt under certain circumstances. In the past, reduced ongoing maintenance and/or capital
investment in our hotel properties resulted in declining performance of our business.
Our ongoing operations, capital expenditures and business strategy subject us to the following risks:
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potential environmental problems, such as the need to remove or abate asbestos-containing materials;
design defects, construction cost overruns (including labor and materials) and delays;
difficulty obtaining zoning, occupancy and other required permits or authorizations;
changes in laws and regulation and the related costs of compliance with new regulatory requirements;
the possibility that revenues will be reduced temporarily while rooms are out of service due to capital improvement
projects; and
a possible shortage of available cash to fund capital improvements and the possibility that financing for these capital
improvements may not be available on affordable terms or at all.
If the cost of funding maintenance, renovations or enhancements exceeds budgeted amounts and/or the time period for
renovation or development is longer than initially anticipated, our profits could be reduced. If we are forced to spend larger
amounts of cash from operations than anticipated to operate, maintain or renovate existing hotel properties, then our ability to
use cash for other purposes, including paying distributions to our shareholders or the development, construction, franchise or
acquisition of hotel properties, could be limited. Similarly, if we cannot access the capital we need to fund our operations, we
may need to postpone, defer or cancel planned maintenance, renovations, improvements plans or other components of our
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business strategy, which could impair our ability to compete effectively and harm our business, financial condition and results
of operations.
We are exposed to the risks resulting from real estate ownership, which could increase our costs, reduce our
profitability and limit our ability to respond to market conditions.
Our principal assets consist of real property. Our real estate ownership subjects us to additional risks not applicable to
competitors that only manage or franchise hotel properties, including:
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the illiquid nature of real estate, which may limit our ability to sell one or more hotels in our portfolio promptly in
response to changing financial conditions;
real estate, insurance, zoning, tax, environmental and eminent domain laws, including the condemnation of our
properties;
fluctuations in real estate values or impairments in the value of our assets;
the ongoing need for capital improvements and expenditures to maintain, renovate or upgrade hotel properties;
the average age of hotels in our portfolio, which is approximately 19.5 years, and the potential cost and difficulty in
replacing obsolete hotels with new hotels;
risks associated with the possibility that expense increases will outpace revenue increases and that in the event of an
economic downturn, our high proportion of fixed expenses will make it difficult to reduce our expenses to the extent
required to offset declining revenues;
changes in laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance; and
events beyond our control, such as war, terrorist attacks, government shutdowns, travel-related health concerns,
interruptions in transportation systems, travel-related accidents, fires, natural and man-made disasters and severe
weather.
Economic and other conditions may materially adversely affect the valuation of our hotel properties resulting in
impairment charges that could have a material adverse effect on our business, results of operations and earnings.
We hold a significant amount of long-lived assets, including goodwill and certain intangible assets. We evaluate our
tangible and intangible assets quarterly for impairment, or more frequently based on various triggers, including when a propertytt
has current or projected operating losses or when other material trends, contingencies or changes in circumstances indicate that a
a triggering event has occurred such that an asset’s value may not be recoverable. See Note 2 to each of the consolidated
financial statements of Extended Stay America, Inc. and ESH Hospitality, Inc., included in Item 8 of this combined annual
report on Form 10-K. Times of economic distress and/or uncertainty, declining demand and declining earnings often result in
declining real estate and real property values. As a result, we have incurred, and are likely to incur in the future, impairment
charges which may have a material adverse effect on our results of operations and earnings.
We have a significant amount of debt and debt service obligations that could adversely affect our financial condition
and reduce operational flexibility.
We have a significant amount of debt. As of December 31, 2018, we had total indebtedness of $2.4 billion, net of
unamortized deferred financing costs and discounts of $41.1 million, and the Company had a debt-to-equity ratio of 1.8x. In the
future, subject to compliance with the covenants included in our current indebtedness, we may incur significant additional
indebtedness and intercompany indebtedness to finance future hotel acquisition, development, construction, renovation and
improvement activities and for other corporate purposes. Our substantial level of indebtedness could have a material adverse
effect on our business, results of operations and financial condition because it could, among other things:
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require us to dedicate a substantial portion of our cash flows to make principal and interest payments, thereby
reducing our cash flows available to fund working capital, capital expenditures and other general corporate purposes,
including our ability to pay cash distributions to our shareholders;
increase our vulnerability to general adverse economic and industry conditions and limit our flexibility in planning
for, or reacting to, changes in our business and our industry;
limit our ability to borrow additional funds or refinance indebtedness on favorable terms or at all to expand our
business or ease liquidity constraints; and
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place us at a competitive disadvantage relative to competitors that have less indebtedness or greater resources.
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We cannot assure you that our business will generate sufficient cash flows to enable us to pay our indebtedness, fund our
other liquidity needs, including existing or future capital needs, fund our growth strategies or pay distributions to our
shareholders. If we are unable to meet our debt service obligations, our indebtedness may prevent us from paying cash
distributions with respect to our stock. In such case, in order to satisfy the REIT distribution requirements imposed by the
Code, ESH REIT may distribute taxable stock dividends to its shareholders in the form of additional shares of its stock.
We will need to refinance all or a portion of our debt on or before maturity, which principally occurs in 2023 and 2025.
We cannot assure you that we will be able to refinance any of our debt on attractive terms at or before maturity or on
commercially reasonable terms or at all, particularly because of our substantial levels of debt and because of restrictions on
debt prepayment and additional debt incurrence contained in the agreements governing our existing debt. Our future results of
operations and our ability to service, extend or refinance our existing indebtedness are subject to future economic conditions
and to financial, business and other factors, many of which are beyond our control.
Our indebtedness includes certain restrictive covenants and our failure to comply with any of these could put us in
default, which would have an adverse effect on our business, including our current and future prospects. These covenants may
restrict, among other activities, our ability to:
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sell assets or merge, consolidate or transfer all or substantially all of our assets;
incur additional debt;
incur certain liens;
enter into, terminate or modify leases and/or management agreements for our owned hotel properties;
• make certain investments and other restricted payments;
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pay distributions on or repurchase our capital stock; and
enter into certain transactions with affiliates.
Under both the 2016 Corporation Revolving Credit Facility and the 2016 ESH REIT Revolving Credit Facility (each as
defined herein), the occurrence of a Default or an Event of Default (each as defined) would require the Corporation or ESH
REIT, as the case may be, to prepay advances existing under its revolving credit facility and cash collateralize any outstanding
letters of credit. During a Default or an Event of Default, the Corporation or ESH REIT, as the case may be, would be restricted
from making certain cash distributions. For a more detailed description of the financial and other covenants imposed by the
agreements governing our indebtedness, see Note 7 to the consolidated financial statements of Extended Stay America, Inc. and
Note 6 to the consolidated financial statements of ESH Hospitality, Inc., included in Item 8 of this combined annual report on
Form 10-K.
These covenants could impair our ability to grow our business, take advantage of attractive business opportunities,
successfully compete or pay distributions to shareholders. Our ability to comply with financial and other restrictive covenants
may be affected by events beyond our control, including general economic, financial and industry conditions. A breach of any
of the covenants under any of the agreements governing our indebtedness could result in an event of default. Cross-default
provisions in the debt agreements could cause an event of default under one debt agreement to trigger an event of default under
other debt agreements. Upon the occurrence of an event of default under any of our debt agreements, the lenders could elect to
declare all outstanding debt under such agreements to be immediately due and payable. If we are unable to repay or refinance
the accelerated debt, the lenders could proceed against any assets pledged to secure that debt. Furthermore, the agreements
governing any future indebtedness will likely contain covenants that place additional restrictions on us.
Rating agency downgrades or withdrawals may increase our future borrowing costs and reduce our access to capital.
Our debt currently has a non-investment grade rating and there can be no assurance that any rating assigned by the rating
agencies will remain for any given period of time or that a rating will not be lowered or withdrawn entirely by a rating agency
if, in that rating agency’s judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant.
A lowering or withdrawal of our credit rating may increase our future borrowing costs and reduce our access to capital, which
could have a material adverse impact on our financial condition and results of operations.
rr
Our business depends on the quality and reputation of our brand, and any deterioration in the quality or reputation of
our brand or the lodging industry could materially adversely affect our market share, reputation, business, financial
condition or results of operations.
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Our brand and our reputation are among our most important assets. We operate and franchise all of our hotels under the
Extended Stay America brand. Our ability to attract and retain guests depends, in part, upon the external perceptions of
Extended Stay America, the quality of our hotels and services and our corporate and management integrity. Negative reviews of
our hotels or our franchisees’ hotels, an incident involving the potential safety or security of our guests or employees, or
negative publicity regarding safety or security at our competitors’ properties or regarding our third-party vendors or the
industry, and any media coverage resulting therefrom, may harm our brand and our reputation, cause a loss of consumer
confidence in Extended Stay America and the industry and materially adversely affect our results of operations. Additionally,
our reputation could be harmed if we fail to act responsibly or are perceived as not acting responsibly or fail to or are perceived
to not comply with regulatory requirements in a number of areas such as safety and security, data security, sustainability and
environmental management. The considerable expansion in the use of social media and online review sites over recent years
has compounded the potential scope and speed of negative publicity, whether or not the description of any events or conditions
by social media is accurate. Adverse incidents have occurred in the past and are likely to occur in the future.
In addition, we believe that the Corporation’s trademarks and other intellectual property are fundamental to the reputation
of our brand. The Corporation develops, maintains, licenses and polices a substantial portfolio of trademarks and other
intellectual property rights. To the extent necessary, the Corporation enforces its intellectual property rights to protect the value
of its trademarks, protect our good name, promote brand recognition, enhance our competitiveness and otherwise support our
business goals and objectives. The Corporation relies on trademark laws to protect its proprietary rights. Monitoring for
unauthorized use of the Corporation’s intellectual property is difficult. Litigation may be necessary to enforce the Corporation’s
intellectual property rights or to determine the validity and scope of the proprietary rights of others. Litigation of this type could
result in substantial costs and diversion of resources, may result in counterclaims or other claims against the Corporation and
could significantly harm our results of operations. From time to time, the Corporation applies to have certain trademarks
registered. There is no guarantee that such trademark registrations will be granted. We cannot assure you that all of the steps the
Corporation has taken to protect its trademarks will be adequate to prevent imitation of its trademarks by others. The
unauthorized reproduction of the Corporation’s trademarks could diminish the value of our brand and its market acceptance,
competitive advantages or goodwill, which could materially adversely affect our business and financial condition.
Our business is subject to risks relating to doing business with third-party owners, including franchisees, that could
materially adversely affect our reputation, financial condition or results of operations.
Our business depends on our ability to establish and maintain long-term, positive relationships with third-party owners
and our ability to enter into and renew franchise agreements. The effectiveness of our management, the value of our brand and
the rapport we maintain with our third-party owners impact renewals of existing agreements and are also important factors for
existing or new third-party owners considering doing business with us. Although our management and franchise contracts are
typically long-term arrangements, hotel owners may be able to terminate the agreements under certain circumstances, including
the failure of us or the owner to meet specified financial or performance criteria. Our ability to meet these financial and
performance criteria is subject to, among other things, risks common to the overall hotel industry, including factors outside of
our control. If a third-party owner breaches the terms of our franchise or management agreement with them, we may also elect
to exercise our termination rights. If a franchise or management agreement terminates prematurely, we would lose the revenues
we derive from that agreement and could incur expenses related to terminating our relationship with the third party and exiting
the hotel property. In addition, negative management and franchise pricing trends could adversely affect our ability to negotiate
with hotel owners. If we fail to maintain and renew existing management and franchise agreements on terms similar to our
existing arrangements, or enter into new agreements on less favorable or unfavorable terms, we may be unable to expand our
presence and our business and our financial condition and results of operations may suffer.
Growth of our franchise business may be affected, and may potentially be limited, by factors influencing real estate
development generally, including site availability, financing, planning, zoning and other local approvals. In addition, market
factors such as projected room occupancy, changes in growth in demand compared to projected supply, geographic area
restrictions in management and franchise agreements, costs of construction and anticipated room rate structure, if not managed
effectively by third-party owners, could adversely affect the growth of our management and franchise business.
Many of our third-party owners pledged their hotel properties as collateral under loans. If our third-party owners are
unable to repay or refinance maturing indebtedness on favorable terms or at all, their lenders could declare a default, accelerate
the related debt and repossess the property. A repossession could result in the termination of our franchise agreement or
eliminate royalty and other revenues from the property. In addition, the owners of franchised hotels depend on financing to
acquire, develop and improve hotels and, in some cases, fund operations during down cycles. Our third-party owners’ inability
to obtain adequate funding could materially adversely affect the maintenance and improvement plans of existing hotels, result
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in the delay or stoppage of the development of our existing pipeline and limit any additional pipeline development. In addition,
if a third-party owner files for bankruptcy, our franchise or management agreements may be terminable under applicable law.
Third-party owners are required to comply with quality and reputation standards of our brand, which include
requirements related to the physical condition, safety standards and appearance of the properties as well as service levels. These
standards may evolve with guest preference or we may introduce new requirements over time. Guest preference for our brand
may diminish if our third-party owners fail to make investments necessary to maintain or improve the hotel properties and
services in accordance with our standards. If third-party owners fail to observe our standards, we may elect to exercise our
termination rights, which would eliminate royalty and other revenues from these properties and cause us to incur expenses
related to terminating these contracts.
The franchise agreements require us and third-party owners to comply with certain provisions that are subject to
interpretation and could result in disagreements. We cannot predict the outcome of any arbitration or litigation, the effect of any
negative judgment against us or the amount of any settlement that we may enter into with any third-party owner.
f
Some of our existing development pipeline may not be developed into new hotels, which could materially adversely
affect our growth prospects.
As of December 31, 2018, we had a total of 15 hotels in our owned development pipeline, including owned hotel sites
where we have initiated permitting or site work, owned hotel sites where we are under construction and hotel sites for which
we have executed purchase and sale agreements. Also, as of December 31, 2018, we had a total of 42 hotels in our third-party
development pipeline. These include 35 hotels where we have commitments to build, one hotel where we have received an
application and deposit and 6 hotels for which franchise applications are approved that are in various stages of pre-development
or construction. Commitments are subject to numerous conditions, and the eventual development and completion of
construction of our owned and third-party pipeline is subject to numerous risks, including our or the third-party owner’s ability
to obtain adequate financing and governmental or regulatory approvals, design defects, construction delays and cost overruns
and force majeure events. As a result, not every hotel in our development pipeline may develop into a new hotel that enters our
system.
We could incur significant costs related to government regulation over environmental, health and safety matters.
Our hotel properties are subject to various federal, state and local environmental laws that impose liability for
contamination as well as numerous environmental, health and safety laws and regulations. See “Business—Environmental,
Health and Safety Matters.” Failure to comply with these laws and regulations could expose us to material fines, penalties,
injunctive relief and damages that could materially and adversely affect our business and financial condition.
The geographic concentration of our portfolio may make us particularly susceptible to adverse developments in
geographic areas in which we own and operate a substantial portion of our hotels.
The concentration of our hotel properties in a particular geographic area may materially impact our operating results if
that area is impacted by negative economic developments or other unfavorable factors. As of December 31, 2018, 16.4% of our
rooms were in California, 9.4% of our rooms were in Florida, 7.4% of our rooms were in Texas and 5.6% of our rooms were in
Illinois. We are particularly susceptible to adverse economic or other conditions in these markets (such as periods of economic
slowdown or recession, business layoffs or downsizing, industry slowdowns, relocations of businesses, increases in real estate
and other taxes and the cost of complying with governmental regulations or increased regulations), as well as to severe weather, rr
man-made and natural disasters or terrorist events that occur in these markets. Our business, financial condition and results of
operations would be materially adversely affected by any significant adverse developments in any of those markets. Our
operations may also be materially adversely affected if competing hotels are built in these markets. Furthermore, submarkets
within any of these markets may be dependent on the economic performance of a limited number of industries, or in some
instances single businesses, that drive those markets.
We intend to expand through development, construction and the acquisition of other companies and/or hotel
properties. We also intend to divest additional hotel properties or other assets and further diversify through franchising.
These activities may be unsuccessful or divert our management’s attention.
We may consider strategic and complementary acquisitions of other companies and hotel properties. In many cases, we
will be competing for these opportunities with third parties that may have substantially greater financial resources than we do.
Acquisitions of companies or hotel properties are subject to risks that could affect our business, including risks related to:
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inability to successfully identify or complete future acquisitions at acceptable prices or terms and obtain financing on
acceptable terms;
issuing Paired Shares that could dilute the interests of our existing shareholders;
spending cash and incurring significant debt;
contributing hotel properties or related assets to ventures that could result in the recognition of losses;
assuming unknown and contingent liabilities; or
creating additional expenses.
The success of any acquisition will depend, in part, on our ability to integrate the acquisition with our existing operations.
We may experience difficulty with integrating acquired companies, hotel properties or other assets, including difficulties
relating to:
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acquiring hotel properties with undisclosed defects in design or construction or requiring unanticipated capital
improvements;
entering new markets;
integrating corporate personnel, offices and support systems;
coordinating sales, distribution, marketing and other functions;
integrating operating processes and information technology systems; and
preserving important licensing, distribution, marketing, customer, labor and other relationships of the acquired assets.
We expect to divest additional hotel properties. There are numerous risks commonly encountered in asset divestitures,
including diversion of management’s attention, loss of key employees, difficulties in the separation of operations, services and
personnel and damage to existing customer, vendor and other business relationships. Any divestments may yield lower than
expected returns. In some circumstances, sales of properties or other assets may result in losses. In addition, sellers typically
retain certain liabilities or indemnify buyers for certain matters such as lawsuits, tax liabilities and environmental matters. The
magnitude of any such retained liability or indemnification obligation may be difficult to quantify at the time of the transaction,
may involve conditions outside our control and ultimately have a material adverse effect on our results of operations and
earnings.
We plan to continue expanding our franchise business and to franchise certain additional hotel properties, in some cases
managing them, pursuant to agreements with third-party franchisees. We currently do not have deep experience operating a
significant franchise business and expect that the development and expansion of our franchise system will require additional
significant expenditures and could divert management’s attention from other business concerns, each of which could have a
material adverse effect on our business, financial condition and results of operations. The viability of our franchise business
will depend on our ability to establish and maintain good relationships with franchisees. Our franchise business exposes us to
additional risks. See “—Our business is subject to risks relating to doing business with third-party owners, including
franchisees, that could materially adversely affect our reputation, financial condition or results of operations.”
We plan to develop and construct new hotels and may also seek to rebuild and/or repurpose existing hotel properties. We
do not have deep real estate development experience and expect that a development program will require significant
expenditures and could divert management’s attention from other business concerns, each of which could have a material
adverse effect on our business, financial condition and results of operations. Hotel development projects are underwritten based
on numerous assumptions including: current and projected hotel supply and demand; land costs; materials and labor availability
and costs; financing availability and costs; permitting and entitlement costs; land acquisition, entitlement, permitting and
construction schedules; and projected operating performance of the completed project. Many of these assumptions and
projections are made months or years in advance, are subject to macroeconomic factors outside of our control and may vary
greatly from actual results. Our development program exposes us to additional risks. See “—Some of our existing development
pipeline may not be developed into new hotels, which could materially adversely affect our growth prospects.” We cannot
assure you that returns on invested capital will be consistent with our objectives, which may have a material adverse effect on
our results of operations and earnings.
We cannot assure you that we will be able to successfully identify strategic growth opportunities or complete transactions
on our expected timing, within budget, on commercially reasonable terms or at all, or that we will actually realize any
anticipated benefits from such transactions. There may be, as applicable, high barriers to entry, including restrictive zoning
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laws, limited availability of hotel properties, higher costs of land, labor and materials in many key markets and scarcity of
available acquisition, disposition, development, construction or franchise opportunities in desirable locations. Similarly, we
t
cannot assure you that we will be able to obtain financing for developments or acquisitions on attractive terms or at all, or that
the ability to obtain such financing will not be restricted by the terms of our current or future indebtedness. In addition, our uu
pairing arrangement may prevent our use of common tax-free acquisition structures, which may increase the cost and difficulty
of acquiring other businesses and hotel properties and inhibit our ability to expand through acquisitions in which consideration
other than cash is contemplated. In addition, any such acquisition, disposition, development, construction or franchising
activity could demand significant attention from our management that would otherwise be available for our current ongoing
operations, which could have a material adverse effect on our existing or future business.
An increase in the use of third-party intermediaries to book online hotel reservations could materially adversely affect
our business, financial condition and results of operations.
For the year ended December 31, 2018, 24.3% of our total hotel revenues were booked through third-party
intermediaries. These intermediaries primarily focus on shorter-stay leisure travel and also provide offerings for corporate
travel and group meetings. Some third-party intermediaries have extensive financial resources and use a variety of marketing
methods to attract customers and develop brand loyalties. The costs of distribution through these channels is higher than
through our proprietary booking channels, and while shorter-term business is sometimes at higher rates, due to the higher cost
of servicing those customers the profitability to us may be lower than with our core extended stay customers. Accordingly, our
business, financial condition and results of operations could be harmed if a disproportionate amount of our business is
distributed by third-party intermediaries.
A failure by third-party intermediaries to attract or retain customers could lower demand for our hotel rooms and, in turn,
reduce our revenues from these distribution channels. Alternatively, if demand for third-party intermediaries by competing
hotels increases, these intermediaries may be able to obtain higher commissions or other significant contract concessions from
us by giving favorable placement on their website to the highest bidder, increasing the overall cost of these distribution
channels. Increased size and scale resulting from continuing consolidation among third-party intermediaries may increase their
pricing power in negotiating commissions and other contract concessions. The third-party intermediaries also may reduce our
bookings by de-ranking our hotels in search results on their platforms. Some of our distribution agreements with these
companies may not be exclusive, have a short term, be terminable at will or be subject to early termination provisions. The loss
of distributors, increased distribution costs or the renewal of distribution agreements on less favorable terms could adversely
impact our business.
We are reliant upon technology and the disruption or malfunction in our information technology systems could
materially adversely affect our business.
The lodging industry depends upon the use of sophisticated information technology and systems, including those utilized
for reservations, revenue, yield management, digital marketing and property management, procurement and operation of
administrative and business intelligence systems. For example, we depend on our central reservation system, which allows
bookings of hotel rooms directly, via telephone through our call centers, by travel agents, online through our website and
through third-party intermediaries. We operate third-party systems, making us reliant on third-party service providers, data
communication and digital marketing networks and software upgrades, maintenance and support. Also, our guests depend on
network technology at each hotel for WiFi/internet access, as well as TV content and streaming services, that are an essential
part of our product offering. Some of our information technology systems are outdated and require substantial upgrades. These
technologies are costly and are expected to require refinements that may cause disruptions to many of our key information and
technology systems. If we are unable to replace or introduce information technology and other systems as quickly as our
competitors, within budgeted costs or schedules, or if we are unable to achieve the intended benefits of any new information
technology or other systems, our results of operations could be adversely affected and our ability to compete effectively could
be diminished.
We have from time to time experienced disruptions of these systems. Disruptions of the operation of these systems as a
result of failures related to our systems or service provider systems and support may occur in the future. Information
technology systems that we rely upon are also vulnerable to damage or interruption from:
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events beyond our control, such as war, terrorist attacks, severe weather and force majeure events, including
earthquakes, tornadoes, blizzards, hurricanes, fires or floods;
power losses, computer systems or data center failures, internet and telecommunications or data network failures,
service provider negligence, improper operation by or supervision of employees, user error, physical and electronic
losses of data and similar events; and
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computer viruses, cyber-attacks, penetration by individuals seeking to disrupt operations or misappropriate
information and other breaches of security.
The occurrence of any of these problems at any of our information technology facilities, any of our call centers or any
third-party service providers could cause significant interruptions or delays in our business or loss of data, or render us unablea
to process reservations. In addition, if our information technology systems are unable to provide the information
communications capacity that we need, or if our information technology systems suffer problems caused by installing system
enhancements, we could experience similar failures or interruptions. If our information technology systems fail and our
redundant systems or disaster recovery plans are not adequate to address such failures, or if our property and business
interruption insurance does not sufficiently compensate us for any losses that we may incur, our revenues and profits could
potentially be reduced materially, and the reputation of our brand and our business could be harmed.
Some of our product and brand positioning strategies depend on information technology infrastructure that we intend to
license or purchase from third-party providers, including property management systems, in-room entertainment systems and
supporting internet bandwidth and data communications equipment and software. The success of these initiatives may depend
on the ability of the third-party providers to deliver on their contractual commitments as to product quality, service and cost.
Cyber risk and the failure to maintain the integrity of internal or customer data could result in faulty business
decisions and harm our reputation or subject us to costs, fines or lawsuits, or limit our ability to accept credit cards.
Our businesses require the collection, transmission and retention of large volumes of internal and customer data,
including credit card numbers and other personally identifiable information of our customers, in various information
technology systems that we maintain and in those maintained by third parties with whom we contract to provide services. We
and our service providers also maintain personally identifiable information about our employees. From time to time we, our
third-party owners and third parties who serve us experience attempted and actual breaches or disabling of our or their
information technology systems and networks or similar events, which could result in a loss of sensitive business data,
employee or customer information, systems interruption or the disruption of our operations.The integrity and protection of our
customer, employee and company data, as well as the continuous operation of our systems, is critical to us. If that data is
inaccurate or incomplete, we could make faulty decisions or fail to provide the requested services. Further, our customers and
employees have a high expectation that we, our third-party owners and our service providers will adequately protect their
personal information and that our services will be continuously available. The information, security and privacy requirements
imposed by governmental regulation and certain contractual obligations are increasingly demanding. Our systems may not be
able to satisfy these changing requirements and customer and employee expectations, or may require significant additional
investments or time in order to do so. Even if we are fully compliant with legal standards and contractual requirements, we still
may not be able to prevent cyber-attacks or security breaches involving sensitive data or the operation of our systems.
Efforts to hack or breach security measures, failures of systems or software to operate as designed or intended, viruses,
operator error or inadvertent releases of data all threaten our, our third-party owners’ and our service providers’ information
systems and records, and we expect such systems to be subject to ongoing attempts to gain unauthorized access. Moreover, our
reliance on computer, internet-based and mobile systems and communications and the frequency and sophistication of efforts
by hackers to gain unauthorized access to such systems continue to increase significantly. The techniques that are used to obtain
unauthorized access, disable or degrade service or sabotage systems can change frequently, can be difficult to detect for long
periods of time, and can involve prolonged assessment or remediation periods even once detected, and we are accordingly
unable to anticipate and prevent all data security events. A breach in the security of our information technology systems or
those of our third-party owners or service providers could lead to an interruption in the operation of our systems, resulting in
operational inefficiencies and a loss of profits. Additionally, a significant theft, loss or misappropriation of, or access to,
customers’ or other proprietary data or other breach of our information technology systems could cause consumers to lose
confidence in the security of our websites, mobile applications, customer relationship and email databases, point of sale
systems and other information technology systems. Such loss of confidence could influence consumers to choose not to stay at
our hotels and could also result in negative publicity, lost sales, fines, legal claims or legal proceedings, including regulatory
investigations and actions, or liability for failure to comply with privacy and information security laws, or contractual
requirements, each of which could disrupt our operations, damage our reputation and have a material adverse effect on our
business, financial condition and results of operations.
We believe our primary exposure to cyber-attacks includes forms of social engineering, such as phishing, as well as
ransomware and credential theft. Our incident response plan provides details on data security threat detection and prevention
and includes response procedures to be followed in the event of a cyber-attack of any magnitude. Such a response plan,
however, cannot provide assurance of preventing any cyber events. In addition, although we carry insurance that we believe is
adequate for cyber risk related to theft, loss and fraudulent or unlawful use of customer or Company data, in the event of a
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substantial loss resulting from a cyber-attack, the insurance coverage that we carry may not be sufficient to pay the full value of
financial obligations or liabilities of any loss. Furthermore, in the future such insurance may not be available to us on
commercially reasonable terms, or at all.
In addition, we are subject to the Payment Card Industry Data Security Standard (“PCI DSS”), a set of requirements
administered by the Payment Card Industry Security Standards Council, an independent body created by the major credit card
brands designed to ensure that companies handling credit card information maintain a secure environment. As of December 31,
2018, we were in compliance with the PCI DSS. From time to time in prior years, we failed to maintain compliance with the
PCI DSS and have been subject to monthly penalties imposed by VISA. Failure to maintain PCI DSS compliance could subject
us to additional penalties, the severity of which may include the loss of our ability to accept credit card payments. As
approximately 91% of our hotel revenues for the year ended December 31, 2018 were paid by credit card, loss of the ability to
accept credit cards for payment would significantly disrupt our operations, would reduce our occupancy levels and would likely
have a material adverse effect on our business, financial condition and results of operations.
Changes in privacy laws could adversely affect our ability to market effectively.
We rely on a variety of direct marketing techniques, including telemarketing, email and postal mailings. Restrictions in
laws such as the Telemarketing Sales Rule, CAN-SPAM Act, various state laws or new federal laws and applicable
international laws and regulations regarding marketing and solicitation or data protection that govern these activities could
adversely affect the continuing effectiveness of telemarketing, email and postal mailing techniques and could force changes in
our marketing strategies. If this occurs, we may not be able to develop adequate alternative marketing strategies, which could
impact the amount and timing of our revenues. In addition, any violation of these laws could result in significant penalties. WeWW
also obtain access to potential customers from travel service providers and other companies with whom we have substantial
relationships and market to some individuals on these lists directly or by including our marketing message in the other
company’s marketing materials. If access to these lists was prohibited or otherwise restricted, our ability to develop new
customers and introduce them to our services and brand could be materially impaired.
We are exposed to a variety of risks associated with safety, security and crisis management.
There is a constant need to protect the safety and security of our guests, employees and assets against natural and man-
made threats. These threats include, but are not limited to, severe weather, civil or political unrest, violence and terrorism,
pandemic disease, acts of God, fraud, employee dishonesty, cyber-crime, fire, day-to-day accidents, incidents and criminal
activity, which impact the guest or employee experience, could cause loss of life, sickness or injury and result in compensation
claims, fines from regulatory bodies, litigation and impact our reputation. Serious incidents or a combination of events could
escalate into a crisis, which if managed poorly by us could further expose our brand to reputational damage, which could have a
material adverse effect on our business, financial condition and results of operations.
Compliance with the laws and regulations that apply to our hotel properties could materially adversely affect our
ability to make future developments, acquisitions or renovations, result in significant costs or delays and adversely affect
our business strategies.
Our hotels are subject to various local laws and regulatory requirements that address our ability to obtain licenses for our
operations. In particular, we are subject to permitting and licensing requirements which can restrict the use of our hotel
properties and increase the cost of development, construction, acquisition, renovation, franchising or operation of our hotels.
Compliance with the American with Disabilities Act and similar laws could require us to incur substantial costs.
Federal and state laws and regulations, including laws such as the ADA, impose further restrictions on our operations.
Under the ADA, all public accommodations must meet federal requirements related to access and use by disabled persons. We
may be subject to audits or investigations of all of our hotels to determine our compliance. Some of our hotels, websites and
other facilities may not be fully compliant with the ADA. If one or more of these facilities is not in compliance with the ADA
or any other regulatory requirements, we may be required to incur additional costs to bring the facility into compliance and we
may be required to pay damages or governmental fines. In addition, the obligation to make readily achievable accommodations
is an ongoing one. Existing requirements may change and future requirements may require us to make significant unanticipated
capital expenditures that could materially adversely affect our business, financial condition, liquidity, results of operations and
cash flows.
We are subject to federal, state and local laws and regulations regarding employment.
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We are subject to numerous laws and regulations at federal, state and local levels concerning the employer/employee
relationship, including, but not limited to, wages, meal and rest periods, working conditions, hiring practices and
discrimination. Compliance with these laws and regulations, including changing federal and state minimum wage laws, may
increase our labor costs and negatively impact our profitability. Violations of these laws and regulations could affect numerous
employees whose claims might be asserted through class action lawsuits or through government action. Lawsuits of this nature
have been instituted against us from time to time, and we cannot assure you that we will not incur substantial damages and
expenses resulting from lawsuits of this type or other employment claims, which could have a material adverse effect on our
business, financial condition and results of operations.
Changes in federal, state, local or foreign tax law or disputes with tax authorities could materially adversely affect our
business, financial condition and profitability by increasing our tax or tax compliance costs.
The determination of our provision for income taxes and other tax liabilities requires estimations and significant
judgments and there are many transactions and calculations where the ultimate tax determination is uncertain. We are subject to
taxation at the federal, state or provincial and local levels in the United States and Canada. Our future tax rates could be
materially adversely affected by changes in the composition of our earnings in jurisdictions with differing tax rates, changes in
the valuation of or valuation allowances against our deferred tax assets and liabilities and substantive changes to tax rules and
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the application thereof by United States federal, state, local and foreign governments, all of which could result in materially
higher corporate taxes than would be incurred under existing tax law or interpretation and could adversely affect our
profitability.
On December 20, 2017, the U.S. Congress passed H.R. 1, known as the “Tax Cuts and Jobs Act” (TCJA), which was
signed into law on December 22, 2017. The enactment of the TCJA has given rise to numerous interpretive issues and
ambiguities and future legislation may be enacted to clarify or modify the TCJA. Any such future legislation, as well as any
regulations or other interpretive guidance, may have a material and adverse impact on us. Further, our determination of our tax
liability is subject to audit and review by applicable domestic and foreign tax authorities. Any adverse outcome of any such
audit or review could have an adverse effect on our business and reduce our profits to the extent potential tax liabilities exceed
our reserves and may materially affect our financial results in the period in which such determination is made, as well as futureuu
periods.
We are subject to ongoing audits by certain tax authorities.
In September 2018, we received notice that the Corporation was subject to an audit by the Internal Revenue Service
(“IRS”) for the years 2015 to present. In November 2018, we received notice that a subsidiary of ESH REIT was subject to an
audit by the Canadian Revenue Agency (“CRA”) for the 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.
Increases in ESH REIT’s real estate taxes could materially adversely affect our profitability and ability to pay
distributions to our shareholders.
Hotel properties are subject to real and personal property taxes. These taxes may increase as tax rates change and as ESH
REIT’s hotel properties are reassessed by taxing authorities. In particular, ESH REIT’s real estate taxes could increase
following acquisitions as acquired properties are reassessed. If real estate taxes increase, our business, financial condition,
results of operations and ESH REIT’s ability to make distributions to its shareholders could be materially adversely affected.
Our insurance may not fully compensate us for damage to or losses involving our hotel properties.
We operate in certain areas where the risk of natural or man-made disasters or other catastrophic losses vary, and the
occasional occurrence of such an event could cause substantial damage to us, third-party owners or the surrounding area. We
use our discretion in determining amounts, coverage limits and deductibility provisions of insurance, with a view toward
obtaining appropriate insurance on our hotel properties at a reasonable cost and on suitable terms. We carry, and we require our uu
third-party owners to carry, insurance that we believe is adequate for foreseeable first- and third-party losses and with terms and
conditions that are reasonable and customary. Nevertheless, market forces beyond our control could limit the scope of the
insurance coverage that we and our third-party owners can obtain or may otherwise restrict our or our third-party owners’
ability to buy insurance coverage at reasonable rates. In the event of a substantial loss, the insurance coverage that we and/or
our third-party owners carry may not be sufficient to pay the full value of financial obligations, liabilities or the replacement
cost of any loss. Because certain types of losses are uncertain, they may be uninsurable or prohibitively expensive. There are
other risks that may fall outside the general coverage terms and limits of our policies.
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Inflation, changes in building codes and zoning ordinances, environmental considerations and other factors might make it
impossible or impractical to use insurance proceeds to replace or repair a property that has been damaged or destroyed. Under
these and other circumstances, insurance proceeds may not be adequate to restore our economic position with respect to a
damaged or destroyed property. Accordingly, ESH REIT could lose some or all of the capital it has invested in a property, as
well as the anticipated future revenue from the property, and ESH REIT could remain obligated for guarantees, debt or other
financial obligations of the property. Our debt instruments contain customary covenants requiring us to maintain insurance, and
there can be no assurance that the lenders under our debt instruments will not take the position that we do not have sufficient
insurance coverage and therefore are in breach of these instruments allowing the lenders to declare an event of default and
accelerate repayment of debt.
We are dependent upon our ability to attract and retain key officers and other highly qualified personnel.
Our success and our ability to implement our business strategies will depend in large part upon the efforts and skills of
our senior management and our ability to attract and retain key officers and other highly qualified personnel. Competition for
such personnel is intense. In recent years, we have experienced turnover in several executive and senior management roles. We
have recruited or promoted from within the new members of our current executive and senior management team. Future
turnover of executive and senior management or the unexpected loss of one or more of our key personnel or any negative
public perception with respect to these individuals could have a material adverse effect on our business, results of operations
and financial condition. There can be no assurance that we will be successful in either attracting or retaining qualified
personnel. If we lose or suffer an extended interruption in the services of one or more of our key personnel or members of
senior management, our business, financial condition and results of operations could be materially adversely affected.
Labor shortages could restrict our ability to operate our hotels or implement our business strategies or result in
increased labor costs that could reduce our profitability.
Our success depends in large part on our ability to attract, retain, train, manage and engage our employees. Our hotels are
staffed 24 hours a day, seven days a week by approximately 7,700 employees. If we are unable to attract, retain, train, manage
and engage skilled employees, our ability to manage and staff our hotels adequately could be impaired, which could impede
hotel operations, reduce customer satisfaction and harm our reputation and profitability. Staffing shortages could also hinder
our ability to implement our business strategy. Because payroll costs are a significant component of hotel operating and general
and administrative expenses, a shortage of skilled labor could also require higher wages that would increase our labor costs,
which could reduce our profitability and limit our ability to pay distributions to shareholders.
Attempts by labor organizations to organize groups of our employees or changes in labor laws could disrupt our
operations, increase our labor costs or interfere with the ability of our management to focus on implementing our business
strategies.
We may become subject to collective bargaining agreements, similar agreements or regulations enforced by governmental
entities in the future. Changes in the federal regulatory scheme could make it easier for unions to organize groups of our
employees. If relationships with our employees or other hotel personnel deteriorate or become adverse, our hotel properties
could experience labor disruptions such as strikes, lockouts and public demonstrations. Additionally, if such changes take
effect, our employees or other hotel personnel could be subject to organizational efforts, which could potentially lead to
disruptions or require management’s time to address unionization issues. Labor regulation could also lead to higher wage and
benefit costs, changes in work rules that raise operating expenses and legal costs and limit our ability to implement cost saving
measures during economic downturns. These or similar agreements, legislation or changes in regulations could disrupt our
operations, hinder our ability to cross-train and cross-promote our employees due to prescribed work rules and job
classifications, reduce our profitability or interfere with the ability of management to focus on executing our business and
operating strategies.
Adverse judgments or settlements resulting from legal proceedings in which we may be involved in the normal course
of our business could reduce our profitability or limit our ability to operate our business.
In the normal course of our business, we are often involved in various legal proceedings. We cannot predict with certainty
the cost of defense, the cost of prosecution or the ultimate outcome of these legal proceedings. Additionally, we could become
the subject of future claims by third parties, including hotel guests, employees, third-party owners, shareholders, suppliers and
other contractual counterparties or regulators. Any significant adverse determinations, judgments or settlements could reduce
our profitability and materially adversely affect our business, financial condition and results of operations or limit our ability to
operate our business. Further, we may incur costs related to claims for which we have appropriate third-party indemnity, but
such third parties may fail to fulfill their contractual obligations. See “Legal Proceedings.”
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We may be liable for indemnification or similar payments relating to our Company’s predecessor in accordance with
the Fifth Amended Plan of Reorganization (the “Plan”), the bankruptcy court’s order confirming the Plan (the
“Confirmation Order”), and under certain agreements providing for indemnification in connection with the bankruptcy
and/or reorganization of our Company’s predecessor.
We were acquired out of bankruptcy in October 2010. We may be liable for indemnification or similar payments relating
to our Company’s predecessor. Under its constitutive documents, other agreements or applicable law, our Company’s
predecessor had obligations to defend, indemnify, reimburse, exculpate, advance fees and expenses, or limit the liabilities of
certain officers and employees for certain matters relating to our Company’s predecessor (the “Predecessor Indemnification
Obligations”). Under the Plan and the Confirmation Order, we retained Predecessor Indemnification Obligations to those
officers and employees who were officers and employees both prior to and after the effective date of the Plan. We may,
therefore, face liabilities with respect to such Predecessor Indemnification Obligations. In addition, we may face liabilities
arising from a separate agreement providing for Predecessor Indemnification Obligations to a former officer. Currently, certain
claims remain outstanding against several of our former officers and employees in litigation brought on behalf of a litigation
trust, which could trigger our Predecessor Indemnification Obligations, and new claims may arise in the future against those we
have agreed to indemnify. While we believe the likelihood that we will be required to fund any material Predecessor
Indemnification Obligations is remote and we are unable to quantify the potential exposure for which we may have to provide
indemnification in the future, to the extent that we are required to fund any Predecessor Indemnification Obligations, our
results of operations, liquidity and capital resources could be materially adversely affected.
Risks Related to ESH REIT and its Status as a REIT
Failure of ESH REIT to qualify as a REIT or remain qualified as a REIT would cause it to be taxed as a regular C
corporation, which would expose it to substantial tax liability and substantially reduce the amount of cash available to pay
distributions to its shareholders.
ESH REIT elected to be taxed as a REIT for U.S. federal income tax purposes effective as of October 7, 2010. We believe
ESH REIT has been organized and operated in such a manner so as to qualify as a REIT and ESH REIT currently intends to
continue to operate as a REIT. However, qualification as a REIT involves the application of highly technical and complex
provisions of the Code, for which only a limited number of judicial and administrative interpretations exist. The complexity of
these provisions is greater in the case of a REIT that owns hotels and leases them to a corporation with which a portion of its
stock is paired. As a result, ESH REIT is likely to encounter a greater number of interpretive issues under the REIT
qualification rules, and more such issues which lack clear guidance, than are other REITs. An inadvertent or technical mistake
could jeopardize ESH REIT’s REIT qualification.
In connection with our initial public offering in November 2013, subsequent secondary offerings and ESH REIT’s May
2015 and March 2016 notes offerings, the Company received opinions that ESH REIT should have qualified as a REIT as of
the respective date. We believe ESH REIT has continued to operate in conformity with the requirements to qualify as a REIT
and that ESH REIT continues to satisfy all requirements to maintain its REIT status. One of the requirements unique to our
structure is that, in order for ESH REIT to qualify as a REIT, no shareholder may actually or constructively own 10% or more
of the value of shares of ESH REIT or the Corporation. While we do not regularly monitor share ownership for purposes of this
test, in the event that a shareholder crosses the 10% threshold, we believe that the excess share provisions of the ESH REIT and
Corporation charters should be triggered to reduce the relevant shareholder’s ownership and insulate the Company from risk
with respect to this issue.
If ESH REIT failed to qualify as a REIT in any taxable year, and no available relief provision applied, it would be subject
to U.S. federal income tax on its taxable income at regular corporate rates, and distributions to holders of its stock would not be
deductible by it in computing its taxable income. ESH REIT may also be subject to additional state and local taxes if it fails to
qualify as a REIT. Any such corporate tax liability could be substantial and would reduce the amount of cash available for
investment, debt service and distribution to holders of its stock, which in turn could have a material adverse effect on the value
and market price of our Paired Shares. To the extent that distributions to shareholders by ESH REIT have been made on the
belief that ESH REIT qualified as a REIT, ESH REIT might be required to borrow funds or to liquidate certain of its
investments to pay the applicable tax. If, for any reason, ESH REIT failed to qualify as a REIT and it was not entitled to relief
under certain Code provisions, it would be subject to a material tax liability and unable to elect REIT status for the four taxable
years following the year during which it ceased to so qualify, which would materially adversely affect our business, cash flows,
strategies and the market value of our Paired Shares.
Failure to qualify as a REIT could result from a number of factors, including, without limitation:
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•
the leases of ESH REIT’s hotels to the Corporation are not respected as true leases for U.S. federal income tax
purposes;
•
rents received from the Corporation are treated as rents received from a “related party tenant”;
• ESH REIT is not respected as an entity separate from the Corporation or the REIT qualification tests are applied to
ESH REIT on a combined basis with the Corporation; or
•
failure to satisfy the REIT distribution requirements due to restrictions under ESH REIT’s indebtedness.
If ESH REIT fails to qualify as a REIT, it will no longer be required to make distributions as a condition to REIT
qualification and all of its distributions to holders of its common stock, after payment of corporate level tax as noted above,
would be taxable as regular C corporation dividends to the extent of ESH REIT’s current and accumulated earnings and profits.
Thus, if ESH REIT failed to qualify as a REIT, dividends paid to ESH REIT’s shareholders currently taxed as individuals
would be qualified dividend income, currently taxed at preferential rates, and ESH REIT’s shareholders currently taxed as
corporations (including the Corporation) would be entitled to the dividends received deduction with respect to such dividends,
subject in each case to applicable limitations under the Code. As a result of all these factors, ESH REIT’s failure to qualify as a
REIT would impair our business, cash flows, strategies and materially adversely affect the market price of our Paired Shares.
If rents received by ESH REIT from the Corporation are treated as rent received from a “related party tenant,” ESH
REIT will fail to qualify as a REIT.
To qualify as “rents from real property” for purposes of the two gross income tests applicable to REITs, ESH REIT must
not own, actually or constructively (by virtue of certain attribution provisions of the Code), 10% or more (by vote or value) of
the stock of any corporate lessee or 10% or more of the assets or net profits of any non-corporate lessee (a “related party
tenant”). The Corporation will be treated as a related party tenant for purposes of the gross income tests if ESH REIT owns,
actually or constructively (by virtue of certain attribution provisions of the Code), 10% or more of the stock (by vote or value)
of the Corporation. The Corporation does not believe that it is a related party tenant of ESH REIT.
However, events beyond our knowledge or control could result in a shareholder owning or being deemed to own 10% or
more of the paired common stock. The ownership attribution rules that apply for purposes of the 10% threshold are complex
and may cause the outstanding shares owned by a group of related individuals or entities to be deemed to be constructively
owned by one individual or entity. As a result, for instance, the acquisition of less than 10% of the outstanding paired common
stock (or the acquisition of an interest in an entity which owns paired common stock) by an individual or entity could cause that
individual or entity to be treated as owning in excess of 10% of ESH REIT. Although ESH REIT intends to make timely annual
demands of certain shareholders of record to disclose the beneficial owners of Paired Shares issued in their name as required by
the Treasury Regulations, monitoring actual or constructive ownership of the Paired Shares on a continuous basis is not
feasible. The charters of the Corporation and ESH REIT contain restrictions on the amount of shares of stock of either entity so
that no person can own, actually or constructively (by virtue of certain attribution provisions of the Code), more than 9.8% of
the outstanding shares of any class or series of stock of either ESH REIT or the Corporation. The Class A common stock of
ESH REIT and the 125 shares of preferred stock of ESH REIT are not subject to the 9.8% ownership limitation under the
charter of ESH REIT. However, given the breadth of the Code’s constructive ownership rules and the fact that it is not feasible
for ESH REIT and the Corporation to continuously monitor actual and constructive ownership of paired common stock, there
can be no assurance that such restrictions will be effective in preventing any person from actually or constructively acquiring
9.8% or more of the outstanding shares of any class or series of stock of the Corporation or ESH REIT. If the Corporation were
treated as a “related party tenant” of ESH REIT, ESH REIT would not be able to satisfy either of the two gross income tests
applicable to REITs and would fail to qualify for REIT status. In addition, it is unlikely ESH REIT would avail itself of certain
relief provisions under the Code customarily available to a REIT that has failed to satisfy a REIT requirement but wants to
retain its REIT status. If a REIT fails to satisfy either of the two gross income requirements, such relief provisions require
payment of a punitive tax in an amount equal to 100% of the estimated profits of the REIT attributable to the amount of gross
income by which the REIT failed the gross income tests. Since substantially all of ESH REIT’s gross income is generated by
rent paid pursuant to leases with the Corporation, substantially all of ESH REIT’s total profits could become subject to such
100% tax under such relief provisions of the Code if this rent failed to qualify under the two gross income tests. In that event,
ESH REIT would not likely pursue any of the relief provisions available to REITs under certain provisions of the Code.
Our structure has been infrequently utilized by public companies and the IRS could challenge ESH REIT’s
qualification as a REIT.
Our structure has been infrequently utilized by public companies and there is little guidance on the tax treatment of a
paired share arrangement. Section 269B of the Code provides that the determination of whether an entity qualifies as a REIT
must be made on a combined basis if the entity is “stapled” to another entity. ESH REIT and the Corporation will be considered
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“stapled entities” if more than 50% of the value of the beneficial ownership of shares of ESH REIT is paired with the shares of
the Corporation. We believe that the value of the Class B common stock does not represent more than 50% of the value of all of
the shares of stock of ESH REIT and, accordingly, that ESH REIT and the Corporation are not “stapled entities” for purposes of
Section 269B of the Code. There are, in addition, other challenges to the REIT status of ESH REIT that the IRS could make
based on the Paired Share structure, which, if successful, would result in the loss of ESH REIT’s REIT status. If ESH REIT
failed to qualify as a REIT under any of these theories and it was not entitled to relief under certain Code provisions, it would
be subject to a material tax liability and unable to elect REIT status for the four taxable years following the year during which it
ceased to so qualify. We did not seek an advance ruling from the IRS regarding ESH REIT’s qualification as a REIT.
The ownership limits that apply to REITs, as prescribed by the Code and by ESH REIT’s charter, may inhibit market
activity in our Paired Shares and restrict our business combination opportunities.
In order for ESH REIT to qualify to be taxed as a REIT, not more than 50% in value of the outstanding shares of its stock
may be owned, beneficially or constructively, by five or fewer individuals, as defined in the Code to include certain entities, at
any time during the last half of each taxable year after the first year for which it elected to qualify to be taxed as a REIT.
Subject to certain exceptions, ESH REIT’s charter authorizes its Board of Directors to take such actions as are necessary and
desirable to preserve its qualification to be taxed as a REIT. ESH REIT’s charter also provides that, unless exempted by the
Board of Directors, no person may own more than 9.8% of the outstanding shares of any class or series of its stock. The
constructive ownership rules are complex and may cause shares of stock owned directly or constructively (by virtue of certain
attribution provisions of the Code) by a group of related individuals or entities to be constructively owned by one individual or
entity. These limits could delay or prevent a transaction or a change in control of us that might involve a premium price for our
Paired Shares or otherwise be in the best interests of our shareholders.
If ESH REIT’s leases with the Corporation are not respected as true leases for U.S. federal income tax purposes, ESH
REIT would fail to qualify as a REIT.
To qualify as a REIT, ESH REIT is required to satisfy two gross income tests, pursuant to which specified percentages of
its gross income must be passive income, such as rent. For the rent paid pursuant to leases with the Corporation, which
generates all of ESH REIT’s gross income, to constitute qualifying rental income for purposes of the gross income tests, the
leases must be respected as true leases for U.S. federal income tax purposes and must not be treated as service contracts, joint
ventures or some other type of arrangement. ESH REIT has structured the leases, and intends to structure any future leases, so
that the leases will be respected as true leases for U.S. federal income tax purposes, but there can be no assurance that the IRS
will not challenge this treatment or that a court would not sustain such a challenge. If the leases were not respected as true
leases for U.S. federal income tax purposes, ESH REIT would not be able to satisfy either of the two gross income tests
applicable to REITs and would fail to qualify for REIT status.
If rents received by ESH REIT from the Corporation do not reflect arm’s-length terms, the IRS could seek to
recharacterize the rents.
The rates of rent payable by the Corporation to ESH REIT under the operating leases are intended to reflect arm’s-length
terms. However, transfer pricing is an inherently subjective matter, and the IRS could, under Section 482 of the Code, assert
that the rates of rent between the Corporation and ESH REIT do not reflect arm’s-length terms. If the IRS was successful in
asserting that the rates of rent were not on arm’s-length terms, it could adversely impact our REIT qualification, our effective
tax rate and our income tax liability. The initial lease term of the operating leases expired in October 2018. In connection with
the five-year renewal of the lease agreements, amended and restated leases were executed effective November 1, 2018. At such
time, minimum and percentage rents were adjusted to reflect then-current market terms.
Even if ESH REIT continues to qualify as a REIT, it may face other tax liabilities that could reduce our cash flows.
Even if ESH REIT continues to qualify for taxation as a REIT, it may be subject to certain U.S. federal, state and local
taxes on its income and assets including, but not limited to, taxes on any undistributed income and property and transfer taxes.
In order to maintain its status as a REIT, each year ESH REIT must distribute to holders of its common stock at least 90% of its
REIT taxable income, determined before the deductions for distributions paid and excluding any net capital gain. To the extent
that ESH REIT satisfies this distribution requirement, but distributes less than 100% of its taxable income and net capital gain,
it will be subject to U.S. federal corporate income tax on its undistributed REIT taxable income and net capital gain. In
addition, ESH REIT will be subject to a 4% nondeductible excise tax if the actual amount that it pays out to holders of its
common stock in a calendar year is less than a minimum amount specified under the Code. Any of these taxes would decrease
cash available for distributions to holders of its common stock, and lower cash distributions could adversely affect the market
price of our Paired Shares. 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.
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The REIT distribution requirements could materially adversely affect ESH REIT’s liquidity and may force ESH REIT
to borrow funds or sell assets during unfavorable market conditions or make taxable distributions of its capital stock.
In order to meet the REIT distribution requirements and avoid the payment of income and excise taxes, ESH REIT may
need to borrow funds on a short-term basis or sell assets, even if the then-prevailing market conditions are not favorable for
these borrowings or asset sales. ESH REIT’s cash flows may be insufficient to fund required REIT distributions as a result of
differences in timing between the actual receipt of income and the recognition of income for U.S. federal income tax purposes,
or the effect of non-deductible capital expenditures, the creation of reserves or required debt service obligations or amortization
payments. The insufficiency of ESH REIT’s cash flows to cover its distribution requirements could have a material adverse
effect on its ability to incur additional indebtedness or sell equity securities in order to fund distributions required to maintain
its qualification as a REIT.
ESH REIT may from time to time make distributions to its shareholders in the form of taxable stock dividends, which
could result in shareholders incurring tax liability without receiving sufficient cash to pay such tax.
Although it has no current intention to do so, ESH REIT may in the future distribute taxable stock dividends to its
shareholders in the form of additional shares of its stock. ESH REIT might distribute additional shares of its Class A common
stock, shares of its Class B common stock and/or shares of its preferred stock to the Corporation and/or shares of its Class B
common stock to the holders of its Class B common stock. Taxable shareholders receiving such dividends will be required to
include the full amount of the dividend as ordinary income to the extent of ESH REIT’s current and accumulated earnings and
profits for U.S. federal income tax purposes. As a result, shareholders may be required to pay income taxes with respect to such
dividends in excess of the cash distributions received. If a U.S. shareholder sells ESH REIT common or preferred shares that it
receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect
to the dividend, depending on the market price of our Paired Shares at the time of the sale. Furthermore, with respect to certain
non-U.S. shareholders, ESH REIT may be required to withhold U.S. federal income tax with respect to such dividends,
including in respect of all or a portion of such dividend that is payable in its common stock.
Dividends paid by REITs do not qualify for the reduced tax rates available for certain “qualified dividends,” but would
generally qualify for a partial deduction with respect to certain taxpayers.
Certain dividends known as qualified dividends payable to U.S. shareholders that are individuals, trusts or estates
currently are subject to the same tax rates as long-term capital gains, which are significantly lower than the maximum rates for
ordinary income. Dividends paid by REITs, however, generally are not eligible for such reduced rates. Although these rules do
not adversely affect the taxation of REITs, the more favorable rates applicable to regular corporate qualified dividends could
cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than
investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of
REITs and our Paired Shares. For taxable years beginning after December 31, 2017 and ending before January 1,
2026, a U.S. shareholder that is an individual, trust or estate would generally be entitled to deduct up to 20% of certain ordinary
REIT dividends, effectively reducing the rate at which such ordinary REIT dividends are subject to tax. U.S. shareholders
should consult their own tax advisors regarding all aspects of such rules and their potential application to dividends from ESH
REIT.
Applicable REIT laws may restrict certain business activities and increase our overall tax liability.
As a REIT, ESH REIT is subject to various restrictions on the types of income it can earn, assets it can own and activities
in which it can engage. Business activities that could be impacted by applicable REIT laws include, but are not limited to,
activities such as developing alternative uses of real estate, including the development, construction and/or sale of hotel
properties. Due to these restrictions, we anticipate that we will conduct certain business activities, including certain of those
mentioned above, through the Corporation. The Corporation is taxable as a regular C corporation and is subject to U.S. federal,
state, local and, if applicable, foreign taxation on its taxable income. To qualify as a REIT, ESH REIT must satisfy certain asset,
income, organizational, distribution, shareholder ownership and other requirements on an ongoing basis. In order to meet these
tests, ESH REIT may be required to forego investments it might otherwise make. Thus, ESH REIT’s compliance with REIT
requirements may hinder our business and operating strategies, financial condition and results of operations.
Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.
REIT provisions of the Code substantially limit ESH REIT’s ability to hedge its assets and liabilities. Any income from a
hedging transaction that ESH REIT enters into primarily to manage risk of interest rate changes with respect to borrowings
made or to be made to acquire or carry real estate assets, or to partially or completely terminate previous hedges that are no
longer serving as hedges, does not constitute “gross income” for purposes of the 75% or 95% gross income tests that apply to
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REITs, provided that certain identification requirements are met. To the extent that ESH REIT enters into other types of
hedging transactions or fails to properly identify such transaction as a hedge, the income is likely to be treated as non-
qualifying income for purposes of both of the gross income tests. As a result of these rules, ESH REIT may be required to limit
its use of advantageous hedging techniques or implement those hedges through a taxable REIT subsidiary (“TRS”). This could
increase the cost of ESH REIT’s hedging activities because its TRS may be subject to tax on gains or expose ESH REIT to
greater risks associated with changes in interest rates than it would otherwise choose to bear. Losses in a TRS will generally not
provide any tax benefit, except that such losses could theoretically be carried back or forward against past or future taxable
income in the TRS.
The application of FIRPTA to non-U.S. holders of Class B common stock of ESH REIT is not clear.
A non-U.S. person disposing of a U.S. real property interest (“USRPI”), including shares of a U.S. corporation whose
assets consist principally of USRPIs, is generally subject to tax under the Foreign Investment in Real Property Tax Act
(“FIRPTA”) on the gain recognized on the disposition, in which case they would also be required to file U.S. tax returns with
respect to such gain. FIRPTA does not apply, however, to the disposition of stock in a REIT if the REIT is a “domestically
controlled REIT.” We intend to take the position that ESH REIT is a domestically controlled REIT under the Code. There can
be no assurance that the IRS will not challenge this treatment or that a court would not sustain such a challenge. A publicly
traded REIT is permitted to treat all owners of 5% or less of its stock as U.S. persons unless it has actual knowledge to the
contrary. If ESH REIT were to fail to qualify as a “domestically controlled REIT,” gains realized by a non-U.S. holder on a sale
of Class B common stock would be subject to tax under FIRPTA unless the Class B common stock was regularly traded on an
established securities market (such as NASDAQ) and the non-U.S. holder (other than a qualified foreign pension fund, as
defined in Section 897(1)(2) of the Code (a “Qualified Foreign Pension Fund”), or any entity all of the interests of which are
held by a Qualified Foreign Pension Fund) did not at any time during a specified testing period directly or indirectly own more
than 10% of the value of the outstanding Class B common stock. While there is no authority addressing whether a component
of a paired interest will be considered to be regularly traded on an established securities market by virtue of the paired interest
being considered to be regularly traded on an established securities market, we intend to take the position that the Class B
common stock of ESH REIT is traded on an established securities market.
Non-U.S. holders of Class B common stock of ESH REIT may be subject to tax under FIRPTA on distributions.
Non-U.S. holders of Class B common stock may incur tax on distributions that are attributable to gain from a sale or
exchange of a USRPI by ESH REIT under FIRPTA. A USRPI includes certain interests in real property and stock in
corporations at least 50% of whose assets consist of USRPIs. Under FIRPTA, a non-U.S. shareholder is taxed on distributions
attributable to gain from sales of USRPIs as if such gain were effectively connected with a U.S. trade or business of the non-
U.S. shareholder, in which case they would also be required to file U.S. tax returns with respect to such gains. A non-U.S.
shareholder thus would be taxed on such a distribution at the normal capital gains rates applicable to U.S. shareholders, subject
to applicable alternative minimum tax and a special alternative minimum tax in the case of a nonresident alien individual. A
non-U.S. corporate shareholder not entitled to treaty relief or exemption also may be subject to the 30% branch profits tax on
such a distribution.
If the Class B common stock is regularly traded on an established securities market located in the United States, capital
gain distributions on the Class B common stock that are attributable to ESH REIT’s sale of real property will be treated as
ordinary dividends rather than as gain from the sale of a USRPI as long as the non-U.S. shareholder did not own more than
10% of the Class B common stock at any time during the one-year period preceding the distribution. As a result, non-U.S.
shareholders generally will be subject to withholding tax on such capital gain distributions in the same manner as they are
subject to withholding tax on ordinary dividends. As noted above, we intend to take the position that the Class B common stock
is regularly traded on an established securities market located in the United States. If the Class B common stock is not
considered to be regularly traded on an established securities market located in the United States or the non-U.S. shareholder
owned more than 10% of the Class B common stock at any time during the one-year period preceding the distribution, capital
gain distributions that are attributable to ESH REIT’s sale of real property would be subject to tax under FIRPTA, as described
in the preceding paragraph. In such case, ESH REIT must withhold 35% of any distribution that ESH REIT could designate as
a capital gain dividend. A non-U.S. shareholder may receive a credit against its tax liability for the amount ESH REIT
withholds. Moreover, if a non-U.S. shareholder disposes of ESH REIT common stock during the 30-day period preceding a
distribution payment, and such non-U.S. shareholder (or a person related to such non-U.S. shareholder) acquires or enters into a
contract or option to acquire the Class B common stock within 61 days of the first day of the 30-day period described above,
and any portion of such distribution payment would, but for the disposition, be treated as a USRPI capital gain to such non-U.S.
shareholder, then such non-U.S. shareholder shall be treated as having USRPI capital gain in an amount that, but for the
disposition, would have been treated as USRPI capital gain.
26
Qualified Foreign Pension Funds are not subject to tax (including withholding tax) under FIRPTA with respect to
distributions attributable to gain from sale or exchange of a USRPI.
Recent changes in tax law pursuant to the TCJA affected the taxation of ESH REIT and may affect the desirability of
investing in a REIT relative to a regular non-REIT corporation.
The TCJA reduced the relative competitive advantage of operating as a REIT as compared with operating as a regular
non-REIT corporation by reducing the maximum tax rate applicable to regular corporations from 35% to 21% beginning on
January 1, 2018. On the other hand, the TCJA also decreased the U.S. federal income tax rate applicable to non-corporate
shareholders on ordinary REIT dividends by lowering the maximum applicable individual rate from 39.6% to 37.0% and
permitting non-corporate shareholders of REITs to deduct 20% of ordinary REIT dividends from taxable income for the taxable
years beginning after December 31, 2017 and ending before January 1, 2026, as discussed above. The TCJA also limited the
utilization of net operating loss carryforwards generally incurred after December 31, 2017 by a REIT and any TRS of a REIT to
80% of taxable income in the taxable year in which the carryforward is applied. This could cause a REIT in certain
circumstances to have greater taxable income and thus increase the amount of distributions needed to satisfy the 90%
distribution requirement and avoid incurring REIT-level tax. The TCJA also provided a new limitation on the deduction of
“business interest” (i.e., interest paid or accrued on indebtedness allocable to a trade or business). A taxpayer engaged in certain
businesses relating to real property may elect out of the business interest provision; however, the requirements of this election
may be onerous to implement and would require the REIT to utilize potentially disadvantageous depreciation methods on some
or all of its assets, including certain “qualified improvement property.” ESH REIT will determine whether or not to make such
an election in its sole discretion and based on all the facts and circumstances.
Risks Related to the Corporation
The Corporation is subject to tax at regular corporate rates.
The Corporation is subject to U.S. federal income tax on its taxable income at regular corporate rates. Distributions to
holders of Corporation common stock are not deductible by it in computing its taxable income. In calculating its taxable
income, the Corporation must include as income any distributions received from ESH REIT. Distributions to holders of
Corporation common stock are taxable as dividends to the extent of current and accumulated earnings and profits. Distributions
paid by the Corporation to noncorporate U.S. shareholders that constitute qualified dividend income will be taxable to the
shareholder at the preferential rates applicable to long-term capital gains provided the shareholder meets certain holding period
requirements. Distributions in excess of the Corporation’s current and accumulated earnings and profits would generally be
considered a return of capital for U.S. federal income tax purposes to the extent of the holder’s adjusted tax basis in their
shares. A return of capital is not taxable, but it has the effect of reducing the holder’s adjusted tax basis in their shares. If
distributions exceed the adjusted tax basis of a holder’s shares, they will be treated as gain from the sale or exchange of such
stock.
Recent changes in tax law pursuant to the TCJA affected the taxation of the Corporation.
As a result of the TCJA, the Corporation is subject to U.S. federal income tax at a maximum rate of 21% for taxable
years beginning after December 31, 2017 (as compared to 35% for prior taxable years). However, the Corporation is also
subject to a new limitation on the deduction of “business interest” (i.e., interest paid or accrued on indebtedness allocable to a
trade or business). In addition, as discussed above, for losses generally incurred after 2017, the TCJA limits the utilization of
net operating loss carryforwards to 80% of taxable income in the taxable year in which the carryforward is applied, which
could cause the Corporation in certain circumstances to have greater taxable income. On the other hand, the TJCA generally
permits taxpayers to immediately expense (rather than depreciate over a period of years) 100% of the cost of certain tangible
personal property that has a depreciable life of 20 years or less that was acquired and placed into service after September 21,
2017 but before January 1, 2023 (with the 100% expensing allowance phased down by 20% per calendar year for qualified
property placed into service in taxable years beginning after 2022). As a result of the TCJA, the Corporation (and ESH REIT) is
unable to deduct certain executive compensation in excess of $1 million per covered employee.
The application of FIRPTA could adversely affect non-U.S. holders of our Paired Shares.
The Corporation is a United States real property holding corporation under the Code. As a result, under FIRPTA, certain
non-U.S. holders of Corporation common stock may be subject to U.S. federal income tax on gain from the disposition of such
stock, in which case they would also be required to file U.S. tax returns with respect to such gain. Whether these FIRPTA
provisions apply depends on the amount of Corporation common stock that such non-U.S. holder holds and whether, at the time
they dispose of their shares, Corporation common stock is regularly traded on an established securities market (such as
NASDAQ) within the meaning of the applicable Treasury Regulations. While there is no authority addressing whether a
27
component of a paired interest will be considered to be traded on an established securities market by virtue of the paired
interest being considered to be traded on an established securities market, we intend to take the position that the common stock
of the Corporation is traded on an established securities market. So long as the Corporation common stock is regularly traded as
noted above, only a non-U.S. holder who has held, actually or constructively, more than 5% of the Corporation’s common stock
at any time during the applicable testing period may be subject to U.S. federal income tax on the disposition of such common
stock under FIRPTA. In addition, a separate valuation of the Class B common stock of ESH REIT and common stock of the
Corporation may not be available. As a result, the portion of any gain on the disposition of a Paired Share that is attributable to
shares of common stock of the Corporation, and subject to FIRPTA, may be difficult to determine. Qualified Foreign Pension
Funds are not subject to tax (including withholding tax) under FIRPTA with respect to gain from the disposition of stock in a
real property holding corporation.
If ESH REIT was to lose its REIT status, it could materially adversely affect the Corporation, and therefore materially
adversely affect the Company.
The Corporation receives, and is expected to continue to receive, a substantial portion of its income in the form of
distributions from ESH REIT. If ESH REIT was not treated as a REIT, it would be subject to U.S. federal income tax on its
taxable income at regular corporate rates, and distributions to holders of its stock, including the Corporation, would not be
deductible by it in computing its taxable income. Any such corporate tax liability could be substantial and would reduce the
amount of cash available for distribution to holders of its stock, including the Corporation, and would likely reduce the value of
the ESH REIT Class A common stock held by the Corporation, which in-turn could have a material adverse effect on the value
of the Corporation’s common stock and our Paired Shares. See “—Risks Related to ESH REIT and its Status as a REIT.”
Risks Related to our Paired Shares
If our stock price fluctuates, you could lose a significant part of your investment.
The market price of our Paired Shares may be influenced by many factors including:
•
•
•
•
•
•
•
•
•
•
announcements of new hotels, brands, products, services or strategies or significant price reductions by us or our
competitors;
changes in tax law or interpretations thereof;
the failure of securities analysts to cover our Paired Shares or changes in analysts’ financial estimates;
variations in quarterly results of operations compared to market expectations;
default on our indebtedness or foreclosure of our hotel properties;
economic, political, legal and regulatory factors unrelated to our performance;
increased competition;
future sales of our Paired Shares or the perception that such sales may occur;
investor perceptions of us, our third-party owners and the lodging industry;
events beyond our control, such as war, terrorist attacks, government shutdowns, travel-related health concerns,
interruptions in transportation systems, travel-related accidents, fires, natural and man-made disasters and severe
weather; and
•
the other factors listed in this “Risk Factors” section.
As a result of these factors, investors in Paired Shares may not be able to resell their Paired Shares at or above their
purchase price. In addition, our stock price has been and may continue to be volatile. The stock market in general, and in the
lodging industry in particular, has experienced extreme price and volume fluctuations that have often been unrelated or
disproportionate to the operating performance of market participants. Accordingly, these broad market and industry factors may
significantly reduce the market price of our Paired Shares, regardless of our operating performance. In the past, companies that
have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be
the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of
management’s attention, which could adversely impact our business. An adverse determination in litigation could subject us to
significant liabilities.
Future sales or the possibility of future sales of a substantial amount of our Paired Shares may depress the price of
our Paired Shares.
28
Future sales or the availability for sale of substantial amounts of our Paired Shares in the public market could adversely
affect the prevailing market price of our Paired Shares and could impair our ability to raise capital through future sales of
aa
equity securities. We cannot predict the size of future issuances of our Paired Shares or the effect, if any, that future issuances
and sales of our Paired Shares will have on the market price of our Paired Shares.
The charters of the Corporation and ESH REIT authorize us to issue 3,500,000,000 Paired Shares, of which 188,229,441
Paired Shares are outstanding as of February 22, 2019. We may issue Paired Shares or other securities from time to time as
consideration for future acquisitions and investments. If any such acquisition or investment is significant, the number of Paired
Shares, or the number or aggregate principal amount, as the case may be, of other securities that we may issue may in turn be
substantial. We may also grant registration rights covering those Paired Shares or other securities in connection with any such
acquisitions and investments.
We have also filed a registration statement on Form S-8 covering 8,000,000 Paired Shares issuable under our employee
benefit plans. Paired Shares registered and ultimately issued under such registration statement may become available for sale in
the open market.
Under our equity incentive plans, the granting entity will need to compensate the non-granting entity for the issuance
of its component of our Paired Shares.
The Amended and Restated Extended Stay America, Inc. Long-Term Incentive Plan and the Amended and Restated ESH
Hospitality, Inc. Long-Term Incentive Plan (each an “LTIP”) contemplate grants of Paired Shares to employees, officers and
directors of the Corporation and ESH REIT (each a “Granting Entity”), as applicable. Each Granting Entity makes awards to
eligible participants under its respective LTIP in respect of Paired Shares, subject to the non-Granting Entity’s approval of thet
terms of each award made under the Granting Entity’s LTIP, and the non-Granting Entity’s agreement to issue its component of
the Paired Share (i.e., with respect to the Corporation, a share of common stock, and with respect to ESH REIT, a share of
Class B common stock) to the grantee at the time of delivery of its component of the Paired Share.
The Granting Entity will compensate the non-Granting Entity generally in cash for its issuance of its component of the
Paired Share for the fair market value at the time of issuance. In some cases, the applicable Granting Entity may have to pay
more for a share of the non-Granting Entity than it would have otherwise paid at the time of grant as the result of an increase in
the value of a Paired Share between the time of grant and the time of exercise or settlement. In addition, the Corporation may
need to acquire additional shares of Class A common stock of ESH REIT at the time of issuance of the shares of Class B
common stock of ESH REIT in order to maintain its majority ownership interest in ESH REIT.
If our operating and financial performance in any given period does not meet the guidance that we provide to the
public, our stock price may decline.
We provide public guidance on our expected operating and financial results for future periods. Any such guidance will be
comprised of forward-looking statements subject to the risks and uncertainties described in this combined annual report on
Form 10-K and in our other public filings and statements. Our actual results may not meet or exceed any guidance we provide,
especially in times of economic uncertainty. If, in the future, our operating or financial results for a particular period do not
meet any guidance we provide or the expectations of investment analysts or if we reduce our guidance for future periods, the
market price of our Paired Shares may decline.
If securities analysts do not publish research or reports about the Company, or if they issue unfavorable commentary
about us, or our industry, or downgrade our Paired Shares, the price of our Paired Shares could decline.
The trading market for our Paired Shares depends in part on research and reports that third-party securities analysts
publish about the Company and the lodging industry. One or more analysts could downgrade, and in the past have downgraded,
our Paired Shares or issue other negative commentary about the Company or our industry. In addition, we may be unable or
slow to maintain and attract additional research coverage. If one or more of these analysts cease coverage of the Company, we
could lose visibility in the market. As a result of one or more of these factors, the trading price of our Paired Shares could
decline.
Delaware law and our organizational documents may impede or discourage a takeover, which could deprive our
shareholders of the opportunity to receive a premium for their Paired Shares.
The Corporation and ESH REIT are Delaware corporations, and the anti-takeover provisions of Delaware law impose
various impediments to the ability of a third party to acquire control of us, even if a change of control would be beneficial to
our existing shareholders. In addition, provisions of the Corporation’s and ESH REIT’s charters and bylaws may make it more
29
difficult for, or prevent a third party from, acquiring control of us without the approval of our Boards of Directors. These
provisions include, among others:
•
•
•
•
the ability of our Boards of Directors to designate one or more series of preferred stock and issue shares of preferred
stock without shareholder approval;
actions by shareholders may not be taken by written consent and shareholders may not call special meetings;
the sole power of a majority of the Boards of Directors to fix the number of directors;
advance notice requirements for nominating directors or introducing other business to be conducted at shareholder
meetings; and
•
the affirmative supermajority vote of our shareholders to amend anti-takeover provisions in our charters and bylaws.
The foregoing factors, as well as the restrictions on ownership and transfer of equity stock contained in the charters of the
Corporation and ESH REIT, and certain covenant restrictions under our indebtedness could impede a merger, takeover or other
business combination or discourage a potential investor from making a tender offer for our Paired Shares, which, under certain
circumstances, could reduce the market price of our Paired Shares.
The Corporation and ESH REIT may each issue shares of preferred stock in the future, which could make it difficult
for another company to acquire us or could otherwise adversely affect holders of our Paired Shares, which could depress
the price of our Paired Shares.
The Corporation has 7,130 shares of 8.0% voting preferred stock outstanding and ESH REIT has 125 shares of 12.5%
preferred stock outstanding as of December 31, 2018. The Corporation’s charter authorizes the Corporation to issue up to
350,000,000 shares of one or more additional series of preferred stock. ESH REIT’s charter authorizes ESH REIT to issue up to
350,000,000 shares of one or more additional series of preferred stock. The Boards of Directors of the Corporation and ESH
REIT have the authority to determine the preferences, limitations and relative rights of shares of preferred stock and to fix thet
number of shares constituting any series and the designation of such series without any further vote or action by shareholders.
Preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our Paired Shares.
The potential issuance of preferred stock may delay or prevent a change in control of us, discouraging bids for our Paired
Shares at a premium over the market price and adversely affect the market price and the voting and other rights of the holders
of our Paired Shares.
ESH REIT may be subject to adverse legislative or regulatory tax changes that could adversely affect the market price
of our Paired Shares.
At any time, the U.S. federal income tax laws governing REITs or the administrative interpretations of those laws may be
amended. We cannot predict when or if any new U.S. federal income tax law, regulation, or administrative interpretation, or any
amendment to any existing U.S. federal income tax law, regulation or administrative interpretation, will be adopted,
promulgated or become effective and any such law, regulation or interpretation may take effect retroactively. ESH REIT, the
Corporation and holders of Class B common stock could be adversely affected by any such change in, or any new, U.S. federal
income tax law, regulation or administrative interpretation, which could effectively eliminate our structure and in-turn,
adversely affect the market price of our Paired Shares.
There may be amendments to or elimination of the pairing arrangement.
Each share of common stock of the Corporation is attached to and trades together with the Class B common stock of ESH
REIT. Under the Corporation’s and ESH REIT’s charters, each of the respective Board of Directors may modify or eliminate
this pairing arrangement without the consent of its respective shareholders at any time if that Board of Directors no longer
deems it in the best interests of the Corporation or ESH REIT, as the case may be, for their shares to continue to be attached
and trade together. With respect to such determination, the respective board must fulfill at all times its respective fiduciary
duties and, therefore, it is not possible to predict at this time the circumstances under which the respective board would
terminate the pairing arrangement. In addition, holders of Paired Shares have the option, by the vote of a majority of Paired
Shares then outstanding, to eliminate the pairing arrangement in accordance with the respective charters of the Corporation and
ESH REIT. The pairing arrangement will be automatically terminated upon bankruptcy of either of the Corporation or ESH
REIT.
The Corporation and ESH REIT each have the right, at their option and without the consent of the holders of Paired
Shares, to acquire shares of Class B common stock of ESH REIT from the holders of such shares in exchange for cash,
securities of the Corporation or ESH REIT, as the case may be, and/or any other property with a fair market value, as
30
determined by a valuation firm or investment bank, at least equal to the fair market value of the Class B common stock of ESH
REIT being exchanged. The Corporation and ESH REIT each have the right, at their option and without the consent of the
holders of Paired Shares, to acquire shares of the Corporation’s common stock from the holders of such shares in exchange for
cash, securities of the Corporation or ESH REIT, as the case may be, and/or any other property with a fair market value, as
determined by a valuation firm or investment bank, at least equal to the fair market value of the Corporation’s common stock
being exchanged. Holders of Paired Shares could be subject to U.S. federal income tax on the exchange of shares of Class B
common stock of ESH REIT or shares of common stock of the Corporation and may not receive cash to pay the tax from the
Corporation or ESH REIT.
After any such acquisition, shares of the Corporation’s common stock may be paired with shares of Class B common
stock of ESH REIT in a different proportion, but such shares will continue to be attached and trade together. Further, the
Corporation’s charter and ESH REIT’s charter allow the respective Boards of Directors of the Corporation and ESH REIT to, in
their sole discretion, issue unpaired shares of their capital stock. Trading in unpaired shares of the Corporation or ESH REIT
may reduce the liquidity or value of Paired Shares. The Class A common stock of ESH REIT owned by the Corporation is also
freely transferable and if transferred, the transferee will hold unpaired shares of common stock of ESH REIT.
ESH REIT’s Board of Directors could terminate its status as a REIT, subjecting ESH REIT’s taxable income to U.S.
federal income taxation, which would increase its liabilities for taxes.
Under ESH REIT’s charter, its Board of Directors may terminate its REIT status, without the consent of its shareholders,
at any time if the board no longer deems it in the best interests of ESH REIT to continue to qualify under the Code as a REIT.
Circumstances that the board may consider in making such a determination may include, for example:
•
the enactment of new legislation that would significantly reduce or eliminate the benefits of being a REIT or having a
paired share arrangement;
•
to facilitate a transaction whose benefits outweigh the benefits of maintaining ESH REIT’s status as a REIT; or
• ESH REIT no longer being able to satisfy the REIT requirements.
With respect to this determination, ESH REIT’s board must fulfill at all times its fiduciary duties and, therefore, it is not
possible to predict at this time the circumstances under which the board would terminate ESH REIT’s status as a REIT. If ESH
REIT’s status as a REIT is terminated, its taxable income will be subject to U.S. federal income taxation (including any
applicable alternative minimum tax) at regular corporate rates. If ESH REIT’s status was terminated and it was not entitled to
relief under certain Code provisions, it would be unable to elect REIT status for the four taxable years following the year during
which it ceased to so qualify.
The requirements of being a public company, including compliance with the reporting requirements of the Exchange
Act and the requirements of the Sarbanes-Oxley Act and NASDAQ, may strain our resources, increase our costs and divert
management’s attention, and we may be unable to comply with these requirements in a timely or cost-effective manner.
As a public company, we are subject to the reporting requirements of the Exchange Act and the corporate governance
standards of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and NASDAQ. These requirements place a strain on
our management, systems and resources. The Exchange Act requires us to file annual, quarterly and current reports with respect
to our business and financial condition within specified time periods and to prepare proxy statements with respect to the annual
meetings of shareholders of the Corporation and ESH REIT. The Sarbanes-Oxley Act requires that we maintain effective
disclosure controls and procedures and internal controls over financial reporting. NASDAQ requires that we comply with
various corporate governance requirements. To comply with the Exchange Act, Sarbanes-Oxley Act and NASDAQ
requirements, significant resources and management oversight are required. This requires significant management attention and
significant costs associated with compliance, which could have a material adverse effect on us and the price of Paired Shares.
Advocacy efforts by shareholders and third parties may also prompt additional changes in governance and reporting
requirements. We cannot predict or estimate the amount of additional costs we may incur or the timing of these costs.
We are exposed to risks related to the evaluation of internal controls required by Section 404 of the Sarbanes-Oxley
Act.
If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial
results. We are required to provide reliable financial statements and reports to our shareholders. To monitor the accuracy and
reliability of our financial reporting, we have established an internal audit function that oversees our internal controls. We have
developed policies and procedures with respect to company-wide business processes and cycles in order to implement effective
internal control over financial reporting. We have established controls and procedures designed to ensure that all revenues and
31
expenses are properly recorded and reported as required. While we have undertaken substantial work to comply with
Section 404 of the Sarbanes-Oxley Act, we cannot be certain that we will be successful in maintaining effective internal control
over our financial reporting and may determine in the future that our existing internal controls need improvement. If we fail to
comply with or maintain proper internal controls, we could be materially harmed or fail to meet our reporting obligations. In
addition, the existence of a material weakness in our internal controls could result in errors in our financial statements that
could require a restatement, cause us to fail to meet our reporting obligations, result in or cause us to incur remediation costs,
attract regulatory scrutiny or lawsuits and cause investors to lose confidence in our reported financial information, leading to a
substantial decline in the market price of Paired Shares.
Item 1B.
Unresolved Staff Comments
None.
32
Item 2.
Properties
As of December 31, 2018, we owned 554 hotels. The average age of our hotel properties at December 31, 2018 was 19.5
years. We are under long-term ground leases at four of our hotel properties with initial terms terminating at various dates
between 2023 and 2096, with two of the leases including multiple renewal options for 5 or 10 year periods. Other than the
ground leases described above, all hotel properties and grounds are wholly-owned. The following table provides certain
information regarding our hotels.
State/Country
California
Florida
Texas
North Carolina
Illinois
Virginia
Georgia
Washington
Maryland
New Jersey
Michigan
Tennessee
Pennsylvania
Ohio
Arizona
Massachusetts
South Carolina
New York
Colorado
Minnesota
Missouri
Alabama
Indiana
Wisconsin
Kentucky
Oregon
Connecticut
Nevada
Utah
Louisiana
Alaska
Rhode Island
Arkansas
Mississippi
Montana
Iowa
Delaware
Idaho
New Hampshire
Maine
Total
Number of Hotels
83
52
39
31
30
30
21
19
19
18
18
17
16
14
13
12
12
11
11
10
8
7
7
6
6
5
5
4
4
4
4
4
3
3
2
2
1
1
1
1
554
Number of Rooms
10,053
5,751
4,526
3,161
3,446
3,290
2,131
2,181
2,066
2,097
1,988
1,772
1,713
1,380
1,474
1,332
1,198
1,325
1,262
1,043
858
693
616
665
572
642
570
529
484
428
419
403
305
273
208
190
142
107
101
92
61,486
% of Total Rooms
16.4%
9.4%
7.4%
5.1%
5.6%
5.4%
3.5%
3.6%
3.4%
3.4%
3.2%
2.9%
2.8%
2.2%
2.4%
2.2%
2.0%
2.2%
2.1%
1.7%
1.4%
1.1%
1.0%
1.1%
0.9%
1.0%
0.9%
0.9%
0.8%
0.7%
0.7%
0.7%
0.5%
0.4%
0.3%
0.3%
0.2%
0.2%
0.2%
0.2%
100%
We lease our corporate headquarters in Charlotte, North Carolina. The lease term expires in August 2021, with two
additional 5-year renewal terms. Our offices are sufficient to meet our present needs and we do not anticipate any difficulty in
securing additional office space, as needed, on terms acceptable to us.
Item 3.
Legal Proceedings
We are from time to time subject to various litigation and claims incidental to our business. We recognize a liability
when we believe a loss is probable and can be reasonably estimated. The ultimate result of litigation and claims cannot be
33
predicted with certainty. We believe we have adequate reserves against such matters. In the opinion of management, the
litigation and claims, individually or in the aggregate, will not have a material adverse effect on the Company’s consolidated
financial statements, results of operations or liquidity or on ESH REIT’s consolidated financial statements, results of operations
or liquidity.
Item 4.
Mine Safety Disclosures
None.
34
PART II
Item 5.
Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Market for Registrant’s Common Equity
Our Paired Shares are traded on the Nasdaq Global Select Market under the symbol "STAY." Before June 25, 2018, our
Paired Shares traded on the New York Stock Exchange.
All issued and outstanding shares of Class A common stock of ESH REIT are held by the Corporation and have never
been publicly traded.
Holders of Record
As of February 22, 2019, there were 4 holders of record of our Paired Shares and the Corporation was the only holder of
ESH REIT’s Class A common stock. Because the substantial majority of our Paired Shares are held by brokers and other
institutions on behalf of shareholders, we are unable to estimate the total number of beneficial owners represented by these
record holders.
Distribution Policies
In 2019, we intend to maintain or increase our current distribution rate of $0.22 per Paired Share per quarter unless our
consolidated results of operations, net income, Adjusted EBITDA, liquidity, cash flows, financial condition or prospects,
economic conditions or other factors, including future capital expenditures and asset dispositions, differ materially from our
current assumptions. We intend to make a significant portion of our expected total annual distributions in respect of the Class B
common stock of ESH REIT. In the event distributions in respect of the Class B common stock of ESH REIT are not sufficient
to meet our expected Paired Share distributions and/or additional tax efficiency opportunities exist, the expected Paired Share
distributions may include, as they have in prior periods, distributions in respect of the common stock of the Corporation using
funds distributed to the Corporation in respect of the Class A common stock of ESH REIT, after allowance for tax, if any, on
those funds. For the year ended December 31, 2018, the Corporation’s common distributions were classified as 100% qualified
dividends and ESH REIT’s distributions per Class A and Class B common shares were classified as 100% ordinary income.
The Corporation’s and ESH REIT’s Boards of Directors are independent of one another and owe separate fiduciary duties
to the Corporation and ESH REIT. Each Board of Directors will separately determine the form, timing and amount of any
distributions to be paid by the respective entities for any period. For a description of the Corporation’s distribution policy,
please see “—Corporation Distribution Policy” and for ESH REIT’s distribution policy, see “—ESH REIT Distribution Policy.”
Corporation Distribution Policy
The Corporation is expected to continue to pay distributions on its common stock to meet a portion of our expected
distribution rate on our Paired Shares. The payment of Corporation distributions is at the discretion of the Corporation’s Board
of Directors. Any such distributions will be made subject to the Corporation’s compliance with applicable law and will depend
on, among other things, the Corporation’s results of operations, net income, liquidity, cash flows, financial condition or
prospects, economic conditions, ability to effectively execute certain tax planning strategies, compliance with applicable law,
the receipt of distributions from ESH REIT in respect of the Class A common stock, level of indebtedness, capital requirements,
contractual restrictions, restrictions in any existing and future debt agreements of the Corporation and ESH REIT and other
factors. The Corporation’s ability to pay distributions significantly depends on its receipt of cash distributions from ESH REIT
in respect of the Class A common stock, which may further restrict its ability to pay distributions. In particular, ESH REIT’s
ability to pay distributions is restricted by the terms of its indebtedness. See Note 7 to the consolidated financial statements of
Extended Stay America, Inc. and Note 6 to the consolidated financial statements of ESH Hospitality, Inc., included in Item 8 of
this combined annual report on Form 10-K, for a description of restrictions on the Corporation’s and ESH REIT’s ability to pay
distributions under their respective existing debt agreements and/or obligations.
On February 27, 2019, the Board of Directors of the Corporation declared a cash distribution of $0.07 per common share
for the fourth quarter of 2018. The distribution is payable on March 28, 2019 to shareholders of record as of March 14, 2019.
35
ESH REIT Distribution Policy
In order to qualify and maintain its status as a REIT, ESH REIT must distribute annually to its shareholders an amount at
least equal to:
•
•
90% of its REIT taxable income, computed without regard to the deduction for dividends paid and excluding any net
capital gain; plus
90% of the excess of its net income, if any, from foreclosure property over the tax imposed on such income by the
Code; less
•
the sum of certain items of non-cash income that exceeds a percentage of ESH REIT’s income.
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. ESH REIT is subject to income
tax on taxable income that is not distributed and to an excise tax to the extent that certain percentages of its taxable income are
not distributed by specified dates. Taxable income as computed for purposes of the foregoing tax rules will not necessarily
correspond to ESH REIT’s income before income taxes as determined under accounting principles generally accepted in the
United States (“U.S. GAAP”) for financial reporting purposes.
The timing and frequency of ESH REIT’s distributions will be authorized by ESH REIT’s Board of Directors, in its sole
discretion, and are based on a variety of factors, including: consolidated results of operations; debt service requirements; capital
expenditure requirements for existing hotel properties; capital expenditure requirements for newly constructed hotels; taxable
income; the annual distribution requirements under the REIT provisions of the Code; contractual restrictions; restrictions in anyaa
current or future debt agreements and in any preferred stock; and other factors that ESH REIT’s Board of Directors may deem
relevant.
aa
Holders of ESH REIT Class A and Class B common stock are entitled to any common stock distributions that ESH
REIT’s Board of Directors may declare. Approximately 57% of ESH REIT’s distributions are paid to the Corporation on
account of its ownership of all of the outstanding Class A common stock. Each share of Class A and Class B common stock is
entitled to the same amount of distributions per share, subject to one exception; ESH REIT may declare and pay taxable stock
dividends in respect of the Class A common stock that differ from dividends paid in respect of the Class B common stock in
order to maintain its REIT status.
ESH REIT’s ability to pay distributions is restricted by the terms of its indebtedness. In cases in which the terms of any of
ESH REIT’s existing or future indebtedness prohibits the payment of cash dividends, ESH REIT may declare and pay taxable
stock dividends in order to maintain its REIT status. See Note 6 to the consolidated financial statements of ESH Hospitality,
Inc., included in Item 8 of this combined annual report on Form 10-K, for a description of the restrictions on ESH REIT’s
ability to pay distributions under its existing debt agreements and/or obligations. In cases where ESH REIT distributes
additional shares of its Class B common stock to the holders of its Class B common stock, the Corporation may
correspondingly distribute a number of additional shares of its common stock, which together with the shares of Class B
common stock distributed by ESH REIT would form Paired Shares.
On February 27, 2019, the Board of Directors of ESH REIT declared a cash distribution of $0.15 per Class A and Class B
common share for the fourth quarter of 2018. This distribution is payable on March 28, 2019 to shareholders of record as of
March 14, 2019.
Stock Performance Graph
The following graph compares the total shareholder return on our Paired Shares to the cumulative total returns of the
S&P 500 Stock Index (“S&P 500”) and the S&P 500 Hotels, Resorts & Cruise Lines Index (“S&P Hotel Index”) for the period
from December 31, 2013 through December 31, 2018. The graph assumes an initial investment of $100 on December 31, 2013,
in our Paired Shares and in each of the indices and also assumes the reinvestment of dividends where applicable. The results
shown in the graph below are not necessarily indicative of future performance.
36
(cid:94)(cid:100)(cid:4)(cid:122)(cid:3)(cid:100)(cid:381)(cid:410)(cid:258)(cid:367)(cid:3)(cid:90)(cid:286)(cid:410)(cid:437)(cid:396)(cid:374)(cid:3)(cid:448)(cid:400)(cid:856)(cid:3)(cid:47)(cid:374)(cid:282)(cid:349)(cid:272)(cid:286)(cid:400)(cid:3)(cid:94)(cid:349)(cid:374)(cid:272)(cid:286)(cid:3)(cid:38)(cid:349)(cid:400)(cid:272)(cid:258)(cid:367)(cid:3)(cid:122)(cid:286)(cid:258)(cid:396)(cid:3)(cid:1006)(cid:1004)(cid:1005)(cid:1007)(cid:3)
(cid:94)(cid:100)(cid:4)(cid:122)
(cid:94)(cid:920)(cid:87)(cid:3)(cid:1009)(cid:1004)(cid:1004)
(cid:94)(cid:920)(cid:87)(cid:3)(cid:44)(cid:381)(cid:410)(cid:286)(cid:367)(cid:3)(cid:47)(cid:374)(cid:282)(cid:286)(cid:454)
(cid:3)(cid:936)(cid:1006)(cid:1009)(cid:1004)(cid:856)(cid:1004)(cid:1004)
(cid:3)(cid:936)(cid:1006)(cid:1004)(cid:1004)(cid:856)(cid:1004)(cid:1004)
(cid:3)(cid:936)(cid:1005)(cid:1009)(cid:1004)(cid:856)(cid:1004)(cid:1004)
(cid:3)(cid:936)(cid:1005)(cid:1004)(cid:1004)(cid:856)(cid:1004)(cid:1004)
(cid:3)(cid:936)(cid:1009)(cid:1004)(cid:856)(cid:1004)(cid:1004)
(cid:3)(cid:936)(cid:882)
This performance graph and related information shall not be deemed “soliciting material” or to be “filed” for purposes of
Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section, and shall not be deemed to be
incorporated by reference into any future filing under the Securities Act or Exchange Act, except to the extent that we
specifically incorporate it by reference into such filing.
Recent Sales of Unregistered Equity Securities and Use of Proceeds from Registered Securities
None.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
The following table sets forth all purchases made by or on behalf of the Corporation and ESH REIT or any “affiliated
purchaser,” as defined in Rule 10b-18(a)(3) under the Exchange Act, of Paired Shares during the fourth quarter of 2018:
Period
October 1- October 31, 2018
November 1- November 30, 2018
December 1- December 31, 2018
Total
________________________
Total number of
Paired Shares
purchased(1)
Average
price paid
per Paired
Share(2)
272,500
47,500
—
320,000
18.02
16.76
—
17.84
$
$
$
$
37
Total number of
Paired Shares
purchased as part
of publicly
announced
program(1) (3)
272,500
47,500
—
320,000
Maximum dollar
value that may yet
be purchased
under the
program(3)
$
$
$
$
113,329,838
112,533,568
112,533,568
112,533,568
(1) Represents an equal number of Corporation common shares and ESH REIT Class B common shares, which are paired together on a one-for-one basis to
(2)
(3)
form Paired Shares.
In the aggregate, the Corporation and ESH REIT paid $3.6 million and $2.1 million, respectively, for their respective portion of the Paired Shares
that were repurchased and retired during the three months ended December 31, 2018.
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 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 February 22, 2019, $112.5 million is remaining under the Paired Share repurchase program.
38
Item 6.
Selected Financial Data
Selected Historical Financial and Other Data—The Company
The selected historical consolidated financial data of the Company for the years ended December 31, 2018, 2017 and
2016 and as of December 31, 2018 and 2017 have been derived from the Company’s audited consolidated financial statements,
included in Item 8 of this combined annual report on Form 10-K. The selected historical consolidated financial data of the
Company for the years ended December 31, 2015 and 2014 and as of December 31, 2016, 2015 and 2014 have been derived
from the audited consolidated financial statements of the Company not included elsewhere in this combined annual report on
Form 10-K. The following information should be read in conjunction with, and is qualified by reference to, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” and the historical audited consolidated financial
statements of Extended Stay America, Inc. and related notes and other financial information included herein.
In 2018, the Company sold 72 hotel properties, 71 of which were pursuant to franchise and/or management agreements.
In 2017, the Company sold three Extended Stay Canada-branded hotels and two additional hotels. Additionally, in 2015, the
Company sold a portfolio of 53 hotels. See Note 4 to the consolidated financial statements of Extended Stay America, Inc.,
included in Item 8 of this combined annual report on Form 10-K. The selected historical consolidated financial and other data
of the Company below and appearing elsewhere in this combined annual report on Form 10-K includes the results of operations
and key operating metrics related to these hotels prior to their sale, unless otherwise indicated. See “Management’s Discussion
and Analysis of Financial Condition and Results of Operations,” for certain results of operations, key operating metrics and
non-GAAP measures.
39
(Dollars in thousands, except ADR, RevPAR,
)
per share and per Paired Share data)
p
p
Statement of operations data:
Total revenues
Hotel operating expenses
Total operating expenses
Income from operations
Net income
Year
Ended
December 31,
2018
Year
Ended
December 31,
2017
The Company
Year
Ended
December 31,
2016
Year
Ended
December 31,
2015
Year
Ended
December 31,
2014
$
1,275,059
$ 1,282,725
$
1,270,593
$
1,284,753
$ 1,213,475
583,029
940,269
377,937
211,756
585,545
934,582
361,075
172,188
580,772
909,954
360,664
163,352
604,087
915,620
500,072
283,022
592,101
865,989
348,738
150,554
Net income attributable to noncontrolling interests
Net income attributable to Extended Stay America,
Inc. common shareholders or members
Net income per Extended Stay America, Inc.
common share - basic
Net income per Extended Stay America, Inc.
common share - diluted
Cash distributions paid per Extended Stay America,
Inc. common share
Distributions declared per Extended Stay America,
Inc. common share
Other financial data:
Cash flows provided by (used in) (1):
$
$
$
$
(98,892)
(93,341)
(93,420)
(169,982)
(110,958)
112,864
78,847
69,932
113,040
39,596
0.60
0.59
0.24
0.24
$
$
$
$
0.41
0.41
0.29
0.29
$
$
$
$
0.35
0.35
0.37
0.31
$
$
$
$
0.55
0.55
0.06
0.12
$
$
$
$
0.19
0.19
—
—
Operating activities
Investing activities
Financing activities
Capital expenditures
Hotel Operating Profit(a)
Hotel Operating Margin(a)
EBITDA(b)
Adjusted EBITDA(b)
FFO(c)
Adjusted FFO(c)
Adjusted FFO per Paired Share—diluted(c)
Paired Share Income(d)
Adjusted Paired Share Income(d)
eded
Adjusted Paired Share Income per Paired Share—
diluted(d)
Operating data (owned hotels):
Rooms (at period end)
Occupancy
ADR
RevPAR
$
449,850
$
446,520
$
422,404
$
429,784
$
374,804
106,276
(403,607)
209,274
679,566
(99,140)
(302,471)
166,378
705,787
(222,266)
(551,945)
225,323
700,561
77,323
(244,075)
204,717
689,965
(156,200)
(131,479)
173,239
626,978
54.0%
55.0%
55.1%
53.7%
51.7%
$
588,031
$
590,690
$
583,549
$
701,237
$
532,182
599,737
382,440
382,783
622,905
355,044
357,070
615,658
339,386
359,333
603,081
336,531
338,923
556,660
292,039
299,224
2.02
$
1.84
$
1.79
$
1.66
$
1.46
211,740
216,406
172,172
192,945
163,336
199,007
283,006
194,699
150,538
169,711
1.14
$
1.00
$
0.99
$
0.95
$
0.83
61,486
75.4%
68,620
74.5%
69,383
74.1%
69,383
73.7%
68.62
51.73
$
$
67.19
50.09
$
$
66.43
49.23
$
$
62.22
45.89
$
$
76,000
74.3%
57.93
43.02
$
$
$
$
______________________
(1) Effective January 1, 2018, the Company adopted FASB updates that require debt prepayment and extinguishment costs, previously classified as operating
activities, to be classified as financing activities, as well as changes in restricted cash, previously included in investing activities, to be included with cash
and cash equivalents when reconciling the beginning-of-period and end-of-period balances. Because adoption of these updates required retrospective
application, historical financial information contained in this Item 6 and elsewhere in this report has been restated to reflect the retrospective impact of
adoption. See Note 2 to the consolidated financial statements of Extended Stay America, Inc., included in Item 8 of this combined annual report on Form
10-K.
40
)
(In thousands)
(
Balance sheet data:
Total assets
d dd d
Total debt, net of unamortized deferred
financing costs and discounts(e)
Mandatorily redeemable preferred stock
Noncontrolling interest
December 31,
2018
December 31,
2017
The Company
December 31,
2016
December 31,
2015
December 31,
2014
$
3,924,210
$
4,076,053
$
4,180,304
$
4,528,900
$
4,449,142
2,395,507
7,130
524,618
2,534,768
7,133
565,264
2,585,274
21,202
582,407
2,762,388
21,202
608,684
2,859,391
21,202
599,799
(a) Hotel Operating Profit and Hotel Operating Margin. Hotel Operating Profit and Hotel Operating Margin are important measures of aggregate hotel-level
profitability used by management to evaluate hotel operating efficiency and effectiveness. See “Management’s Discussion and Analysis of Financial
Condition and Results of Operations—Non-GAAP Financial Measures—Hotel Operating Profit and Hotel Operating Margin,” for a definition and
discussion of Hotel Operating Profit and Hotel Operating Margin.
The following table provides a reconciliation of net income to Hotel Operating Profit and Hotel Operating Margin for the years ended December 31,
tt
2018, 2017, 2016, 2015 and 2014 (in thousands):
Year
Ended
December 31,
2018
Year
Ended
December 31,
2017
The Company
Year
Ended
December 31,
2016
Year
Ended
December 31,
2015
Year
Ended
December 31,
2014
$
211,756
$
172,188
$
163,352
$
283,022
$
Net income
Income tax expense
Interest expense, net
Other non-operating (income) expense
Other income
Gain on sale of hotel properties
Impairment of long-lived assets
Depreciation and amortization
General and administrative expenses
Loss on disposal of assets (1)
Franchise and management fees
Other expenses from franchised and managed
properties, net of other revenues
Hotel Operating Profit
Room revenues
Other hotel revenues
Total room and other hotel revenues
Hotel Operating Margin
42,076
124,870
(765)
(669)
(42,478)
43,600
209,329
91,094
3,413
(3,310)
650
679,566
1,237,311
21,871
1,259,182
$
$
$
59,514
129,772
(399)
(2,959)
(9,973)
25,169
229,216
94,652
8,607
—
—
34,351
164,537
(1,576)
(25)
—
9,828
221,309
98,045
10,740
—
—
$
$
$
705,787
1,260,868
21,857
1,282,725
$
$
$
700,561
1,250,865
19,728
1,270,593
$
$
$
76,536
137,782
2,732
(45)
(130,894)
9,011
203,897
98,625
9,299
—
—
689,965
1,265,653
19,100
1,284,753
150,554
45,057
149,364
3,763
(388)
(864)
2,300
187,207
84,381
5,604
—
—
$
$
$
626,978
1,195,816
17,659
1,213,475
54.0%
55.0%
55.1%
53.7%
51.7%
______________________
(1)
Included in hotel operating expenses in the consolidated statements of operations.
(b) EBITDA and Adjusted EBITDA. EBITDA and Adjusted EBITDA are key metrics used by management to assess our operating performance and
facilitate comparisons between us and other lodging companies, hotel owners and capital-intensive companies. EBITDA and Adjusted EBITDA as
presented may not be comparable to similar measures calculated by other companies. This information should not be considered as an alternative to net
income of the Company, the Corporation or ESH REIT, or any other measure of the Company, the Corporation or ESH REIT calculated in accordance
with U.S. GAAP. Additionally, EBITDA and Adjusted EBITDA should not solely be considered as measures of our profitability or indicative of funds
available to fund our cash needs, including our ability to pay distributions. See “Management’s Discussion and Analysis of Financial Condition and
Results of Operations—Non-GAAP Financial Measures—EBITDA and Adjusted EBITDA,” for a definition and discussion of EBITDA and Adjusted
EBITDA.
d
The following table provides a reconciliation of net income to EBITDA and Adjusted EBITDA for the years ended December 31, 2018, 2017, 2016, 2015
and 2014 (in thousands):
41
Year
Ended
December 31,
2018
Year
Ended
December 31,
2017
The Company
Year
Ended
December 31,
2016
Year
Ended
December 31,
2015
Year
Ended
December 31,
2014
$
$
$
211,756
124,870
42,076
209,329
588,031
7,724
43,600
(42,478)
2,860
172,188
129,772
59,514
229,216
590,690
7,552
25,169
(9,973)
9,467
$
163,352
164,537
34,351
221,309
583,549
12,000
9,828
—
10,281
$
283,022
137,782
76,536
203,897
701,237
10,500
9,011
(130,894)
13,227
150,554
149,364
45,057
187,207
532,182
8,803
2,300
(864)
14,239
$
599,737
$
622,905
$
615,658
$
603,081
$
556,660
Net income
Interest expense, net
Income tax expense
Depreciation and amortization
EBITDA
Non-cash equity-based compensation
Impairment of long-lived assets
Gain on sale of hotel properties
Other expense(1)
Adjusted EBITDA
______________________
(1)
Includes loss on disposal of assets, non-operating income (expense), including mark-to-market impact of interest rate hedges and foreign currency
transaction costs, and certain costs associated with acquisitions, dispositions and capital transactions. Loss on disposal of assets totaled $3.4 million,
$8.6 million, $10.7 million, $9.3 million and $5.6 million, respectively.
(c) FFO, Adjusted FFO and Adjusted FFO per diluted Paired Share. FFO, Adjusted FFO and Adjusted FFO per diluted Paired Share are key metrics used
by management to assess our operating performance and profitability and to facilitate comparisons between us and other hotel and/or real estate
companies that include a REIT as part of their legal entity structure. FFO, Adjusted FFO and Adjusted FFO per diluted Paired Share as presented may not
be comparable to similar measures calculated by other REITs or real estate companies that include a REIT as part of their legal entity structure. In
particular, due to the fact that we present these measures for the Company on a consolidated basis (i.e., including the impact of franchise fees,
management fees and income taxes), FFO, Adjusted FFO and Adjusted FFO per diluted Paired Share may be of limited use to investors comparing our
results only to REITs. This information should not be considered as an alternative to net income of the Company, the Corporation or ESH REIT, net
income per share of common stock of the Corporation, net income per share of Class A or Class B common stock of ESH REIT or any other measure of
the Company, the Corporation or ESH REIT calculated in accordance with U.S. GAAP. Additionally, FFO, Adjusted FFO and Adjusted FFO per diluted
Paired Share should not solely be considered as measures of our profitability or indicative of funds available to fund our cash needs, including our ability
to pay distributions. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures—
Funds from Operations, Adjusted Funds from Operations and Adjusted Funds from Operations per diluted Paired Share,” for a definition and discussion
of FFO, Adjusted FFO and Adjusted FFO per diluted Paired Share.
The following table provides a reconciliation of net income attributable to Extended Stay America, Inc. common shareholders to FFO, Adjusted FFO and
Adjusted FFO per diluted Paired Share for the years ended December 31, 2018, 2017, 2016, 2015 and 2014 (in thousands, except per Paired Share data):
42
Year
Ended
December 31,
2018
Year
Ended
December 31,
2017
The Company
Year
Ended
December 31,
2016
Year
Ended
December 31,
2015
Year
Ended
December 31,
2014
Net income per Extended Stay America, Inc.
common share - diluted
Net income attributable to Extended Stay
America, Inc. common shareholders
Noncontrolling interests attributable to Class B
common shares of ESH REIT
Real estate depreciation and amortization
Impairment of long-lived assets
Gain on sale of hotel properties
Tax effect of adjustments to net income
attributable to Extended Stay America, Inc.
common shareholders
FFO
Debt modification and extinguishment costs
Other (income) expense(1)
Tax effect of adjustments to FFO
Adjusted FFO
Adjusted FFO per Paired Share—diluted
Weighted average Paired Shares outstanding-
diluted
$
$
$
$
$
$
$
$
0.59
112,864
98,876
204,095
43,600
(42,478)
(34,517)
382,440
1,621
(1,208)
(70)
382,783
2.02
189,821
$
$
$
$
0.41
78,847
93,325
224,559
25,169
(9,973)
(56,883)
355,044
2,351
314
(639)
357,070
1.84
193,670
0.35
69,932
93,404
216,950
9,828
—
(50,728)
339,386
26,233
—
(6,286)
359,333
1.79
$
$
$
$
0.55
113,040
169,966
199,857
9,011
(130,894)
(24,449)
336,531
3,014
—
(622)
$
$
338,923
1.66
$
$
0.19
39,596
110,942
183,621
2,300
(864)
(43,556)
292,039
9,405
—
(2,220)
299,224
1.46
200,736
204,567
204,508
______________________
(1)
Includes mark-to-market impact of interest rate hedges and certain other non-operating (income) expense.
(d) Paired Share Income, Adjusted Paired Share Income and Adjusted Paired Share Income per diluted Paired Share. We believe that Paired Share
Income, Adjusted Paired Share Income and Adjusted Paired Share Income per diluted Paired Share provide meaningful indicators of the Company’s
operating performance in addition to separate and/or individual analysis of net income attributable to common shareholders of the Corporation and net
income attributable to Class B common shareholders of ESH REIT, each of which may not necessarily reflect how cash flows and/or earnings are
generated on an individual entity or total enterprise basis.
f
Paired Share Income, Adjusted Paired Share Income and Adjusted Paired Share Income per diluted Paired Share should not be considered as alternatives
to net income of the Company, the Corporation or ESH REIT, net income per share of common stock of the Corporation, net income per share of Class A
or Class B common stock of ESH REIT or any other measure of the Company, the Corporation or ESH REIT calculated in accordance with U.S. GAAP.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures—Paired Share Income,
Adjusted Paired Share Income and Adjusted Paired Share Income per diluted Paired Share,” for a definition and discussion of Paired Share Income,
Adjusted Paired Share Income and Adjusted Paired Income per diluted Paired Share.
43
The following table provides a reconciliation of net income attributable to Extended Stay America Inc. common shareholders to Paired Share Income,
Adjusted Paired Share Income and Adjusted Paired Share Income per diluted Paired Share for the years ended December 31, 2018, 2017, 2016, 2015 and
2014 (in thousands, except per Paired Share data):
Year
Ended
December 31,
2018
Year
Ended
December 31,
2017
The Company
Year
Ended
December 31,
2016
Year
Ended
December 31,
2015
Year
Ended
December 31,
2014
$
$
$
$
0.59
112,864
98,876
211,740
1,621
43,600
(42,478)
2,860
(937)
216,406
1.14
$
$
$
$
0.41
78,847
93,325
172,172
2,351
25,169
(9,973)
9,467
(6,241)
192,945
1.00
$
$
$
$
0.35
69,932
93,404
163,336
26,233
9,828
—
10,281
(10,671)
199,007
0.99
$
$
$
$
0.55
113,040
169,966
283,006
3,014
9,011
(130,894)
13,227
17,335
194,699
0.95
$
$
$
$
0.19
39,596
110,942
150,538
9,405
2,300
(864)
14,239
(5,907)
169,711
0.83
189,821
193,670
200,736
204,567
204,508
Net income per Extended Stay America, Inc.
common share - diluted
Net income attributable to Extended Stay
America, Inc. common shareholders
Noncontrolling interests attributable to Class B
common shares of ESH REIT
Paired Share Income
Debt modification and extinguishment costs
Impairment of long-lived assets
Gain on sale of hotel properties
Other expense(1)
Tax effect of adjustments to Paired Share Income
Adjusted Paired Share Income
Adjusted Paired Share Income per Paired Share -
diluted
Weighted average Paired Shares outstanding -
diluted
______________________
(1)
Includes loss on disposal of assets, non-operating income (expense), including mark-to-market impact of interest rate hedges and foreign currency
transaction costs, and certain costs associated with acquisitions, dispositions and capital transactions. Loss on disposal of assets totaled $3.4 million,
$8.6 million, $10.7 million, $9.3 million and $5.6 million, respectively.
(e) Effective December 31, 2015, the Company early adopted FASB Accounting Standard Update (“ASU”) No. 2015-03 and ASU No. 2015-15. Total debt is
shown net of unamortized deferred financing costs and debt discounts. Because adoption of these updates required retrospective application, historical
financial information contained in this Item 6 and elsewhere in this report has been restated to reflect the retrospective impact of adoption.
44
Selected Historical Financial and Other Data—ESH REIT
The selected historical consolidated financial data of ESH REIT for the years ended December 31, 2018, 2017 and 2016
and as of December 31, 2018 and 2017 have been derived from the audited consolidated financial statements of ESH REIT,
included in Item 8 of this combined annual report on Form 10-K. The selected historical consolidated financial data of ESH
REIT for the years ended December 31, 2015 and 2014 and as of December 31, 2016, 2015 and 2014 have been derived from
the audited consolidated financial statements of ESH REIT not included elsewhere in this combined annual report on Form 10-
K. The following information should be read in conjunction with, and is qualified by reference to, “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” and the historical audited consolidated financial statements of
ESH Hospitality, Inc. and related notes and other financial information included herein.
In 2018, ESH REIT sold 72 hotel properties. In 2017, ESH REIT sold three Extended Stay Canada-branded hotels and
two additional hotels. Additionally, in 2015, ESH REIT sold a portfolio of 53 hotels. See Note 4 to the consolidated financial
statements of ESH Hospitality, Inc., included in Item 8 of this combined annual report on Form 10-K. The selected historical
consolidated financial and other data of ESH REIT below and appearing elsewhere in this combined annual report on Form 10-
K includes the results of operations related to the ownership of these hotels prior their sale, unless otherwise indicated.
)
(In thousands, except per share data)
(
p p
,
Year
Ended
December 31,
2018
Year
Ended
December 31,
2017
ESH REIT
Year
Ended
December 31,
2016
Year
Ended
December 31,
2015
Year
Ended
December 31,
2014
Statement of operations data:
Rental revenues from Extended Stay America, Inc.
$
667,428
$
683,500
$
694,275
$
719,635
$
Hotel operating expenses
Total operating expenses
Income from operations
Net income
Net income per ESH Hospitality, Inc. common share:
85,089
307,647
354,802
230,129
90,495
345,826
346,909
214,984
89,166
319,824
374,456
212,207
97,062
312,079
524,209
378,184
0.52
0.52
0.52
0.52
0.63
0.63
0.63
0.63
$
$
$
$
$
$
$
$
0.49
0.48
0.48
0.48
0.53
0.53
0.53
0.53
$
$
$
$
$
$
$
$
0.47
0.47
0.47
0.47
0.62
0.62
0.43
0.43
$
$
$
$
$
$
$
$
0.83
0.83
0.83
0.83
0.60
0.60
0.79
0.79
$
$
$
$
$
$
$
$
684,205
93,826
292,493
392,845
247,094
0.54
0.54
0.55
0.54
0.53
0.53
0.53
0.53
Class A-basic
Class A-diluted
Class B-basic
Class B-diluted
Cash distributions paid per ESH Hospitality, Inc. common
share:
Class A
Class B
Distributions declared per ESH Hospitality, Inc. common
share:
Class A
Class B
Other financial data:
Cash flows provided by (used in) (1):
Operating activities
Investing activities
Financing activities
Capital expenditures
$
$
$
$
$
$
$
$
$
466,458
$
473,593
$
492,349
$
512,880
$
437,176
111,718
(454,553)
203,832
(102,506)
(370,022)
163,797
(219,299)
(503,401)
222,257
71,980
(384,474)
199,135
(149,211)
(268,674)
166,358
______________________
(1) Effective January 1, 2018, ESH REIT adopted FASB updates that require debt prepayment and extinguishment costs, previously classified as operating
activities, to be classified as financing activities, as well as changes in restricted cash, previously included in investing activities, to be included with cash
and cash equivalents when reconciling the beginning-of-period and end-of-period balances. Because adoption of these updates required retrospective
application, historical financial information contained in this Item 6 and elsewhere in this report has been restated to reflect the retrospective impact of
adoption. See Note 2 to the consolidated financial statements of ESH Hospitality, Inc., included in Item 8 of this combined annual report on Form 10-K.
nn
45
)
(In thousands)
(
Balance sheet data:
Total assets
December 31,
2018
December 31,
2017
ESH REIT
December 31,
2016
December 31,
2015
December 31,
2014
$
3,728,382
$
3,935,433
$
4,077,505
$
4,316,549
$
4,268,970
namnam
Total debt, net of unamortized deferred financing
costs and discounts (a)
2,395,507
2,534,768
2,635,274
2,762,388
2,859,391
__________________________
(a) Effective December 31, 2015, ESH REIT early adopted FASB ASU No. 2015-03 and ASU No. 2015-15. Total debt is shown net of unamortized deferred
financing costs and debt discounts. Because adoption of these updates required retrospective application, historical financial information contained in this
Item 6 and elsewhere in this report has been restated to reflect the retrospective impact of adoption.
We believe that Hotel Operating Profit, Hotel Operating Margin, EBITDA, Adjusted EBITDA, FFO, Adjusted FFO,
Adjusted FFO per diluted Paired Share, Paired Share Income, Adjusted Paired Share Income and Adjusted Paired Share Income
per diluted Paired Share are not meaningful or useful measures for ESH REIT on a stand-alone basis due to the fact that a
Paired Share represents an investment in the Company, as a single, consolidated enterprise, which is reflected in the
consolidated Company results of operations; therefore, we believe these performance measures are meaningful for the
Company only.
46
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses the Company’s and
ESH REIT’s consolidated financial statements, each of which have been prepared in accordance with U.S. GAAP. The
preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the amounts of
revenues and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and judgments, including
those relating to property and equipment (including the estimated useful lives of tangible assets and in the assessment of
tangible and intangible assets for impairment), goodwill, revenue recognition, income taxes, equity-based compensation and
investments. Our estimates and judgments are based on information that is then available to us, our experience and various
matters that we believe are reasonable and appropriate for consideration under the circumstances. Actual results may differ
significantly from these estimates under different assumptions and conditions.
The following discussion may contain forward-looking statements. Actual results may differ materially from results
suggested by our forward-looking statements for various reasons, including those discussed in “Risk Factors” and “Cautionary
Note Regarding Forward-Looking Statements.” Those sections expressly qualify any subsequent oral and written forward-
looking statements attributable to us or persons acting on our behalf.
The following discussion should be read in conjunction with “About this Combined Annual Report—Certain Defined
Terms,” “Business—Our Company,” “Selected Historical Financial and Other Data—The Company,” “Selected Historical
Financial and Other Data—ESH REIT,” and each of the consolidated financial statements and related notes of Extended Stay
America, Inc. and ESH Hospitality, Inc., included in Item 8 of this combined annual report on Form 10-K. Unless otherwise
defined in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” for definitions
related to our indebtedness, see Note 7 to the consolidated financial statements of Extended Stay America, Inc. and Note 6 to
the consolidated financial statements of ESH Hospitality, Inc., included in Item 8 of this combined annual report on Form 10-K.
We present below separate results of operations for each of the Company and ESH REIT. Our assets and operations, other
than ownership of our real estate assets (which are owned by ESH REIT), are held directly by the Corporation and operated as
an integrated enterprise. The Corporation owns all of the issued and outstanding shares of Class A common stock of ESH REIT,
representing approximately 57% of the outstanding common stock of ESH REIT. Due to its controlling interest in ESH REIT,
the Corporation consolidates the financial position, results of operations, comprehensive income and cash flows of ESH REIT.
Overview
We are the largest integrated owner/operator of company-branded hotels in North America. Our business operates in the
extended-stay segment of the lodging industry, and as of December 31, 2018, we 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 627 system-wide hotels operate under the Extended Stay America brand, which
serves the mid-price extended stay segment and accounts for approximately 40% of the segment by number of rooms in the
United States.
Extended Stay America-branded hotels are designed to provide an affordable and attractive alternative to traditional
lodging or apartment accommodations and are targeted toward self-sufficient, value-conscious guests who need lodging for
more than a week. Guests include business travelers, leisure travelers, professionals on temporary work or training
assignments, persons relocating, the temporarily displaced, those purchasing a home and anyone else in need of temporary
housing.
We seek to drive our competitive advantage by targeting our product offering to an underserved market segment and by
driving economies of scale through our national distribution and concentration of multiple hotels in individual markets. We
focus on continually improving our product and service, improving marketing efforts and driving ADR. In addition to owning
and operating hotels, we have increased, and plan to continue to increase, our distribution through the ongoing development of
our fee-based income stream pursuant to which we franchise our brand to third parties and, in some instances, manage hotels
on behalf of our franchisees. We also seek to increase our efficiency and the overall quality of our real estate portfolio by
selling non-strategic hotels over time, in some cases franchising our brand to, or managing sold hotels for, the buyers. See
“Business” for additional information on our Company. Our current and future plans include some or all of the following:
•
•
continuing to invest capital in our hotels, both on an ongoing basis and through future cyclical hotel renovation
programs, where justified by anticipated returns on investment;
repurposing and/or rebuilding certain of our hotel properties;
47
•
•
•
•
•
building new Extended Stay America hotel properties which we expect to own and operate;
selling non-strategic hotels to buyers that we expect will franchise the Extended Stay America brand from us and for
whom we may perform management or other services;
converting existing hotels to the Extended Stay America brand, either as franchises or on our own balance sheet;
franchising the Extended Stay America brand to newly-constructed hotel properties built and owned by third parties
for whom we may perform management or other services; and
acquiring additional hotel properties.
Hotel Acquisitions
In September 2018, we acquired a 107-room hotel under construction. The hotel opened under the Extended Stay
America brand in the fourth quarter of 2018. In May 2018, we acquired a 115-room hotel and converted it to an Extended Stay
America-branded hotel. Prior to its acquisition by the Company, the hotel opened in late 2017.
Hotel Dispositions
The table below summarizes hotel dispositions for the years ended December 31, 2018 and 2017 (in thousands, except
number of hotels and number of rooms). No hotels were sold during the year ended December 31, 2016.
Year
2018
2018
2018
2018
2018
2017
2017
2017
Brand
Location
Extended Stay America
Extended Stay America
Extended Stay America
Extended Stay America
Extended Stay America
Various
Various
Various
Various
Texas
Month
Sold
November
September
September
February
March
Extended Stay America
Colorado
December
Extended Stay Canada
Canada
Other
Massachusetts
May
May
Number
of
Hotels
Number
of
Rooms
Net
Proceeds
Gain
(Loss) on
Sale
14
16
16
25
1
1
3
1
1,369
1,680
1,776
2,430
101
160
500
103
$
$
$
34,855 $
60,710 $
58,144 $
$ 111,156 $
$
$
$
$
44,090 $
15,985 $
43,551 $
5,092 $
1,331 (2)
6,293 (2)
(3,014) (2)
6,810 (2)
31,058
11,870
(1,894) (4)
(2) (2)
Franchised/
Managed (1)
Yes
Yes
Yes
Yes
Yes
Yes
No
No
(3)
(3)
____________________
(1) As of December 31, 2018.
(2) Net of impairment charges recorded prior to sale.
(3) Remaining term of franchise or management agreement is less than one year.
(4) Due to the fact that the Company’s Canadian subsidiaries liquidated substantially all of their assets, $14.5 million of accumulated foreign
currency translation loss was recognized at the time of sale. Additionally, an impairment charge of $12.4 million was recognized prior to sale.
See Note 4 to each of the consolidated financial statements of Extended Stay America, Inc. and ESH Hospitality, Inc.,
included in Item 8 of this combined annual report on Form 10-K.
Hotel Pipeline
As of December 31, 2018, the Company had a pipeline of 57 hotels, which consisted of the following:
Company-Owned Pipeline & Recently Opened Hotels as of December 31, 2018
Under Option
Pre-Development
Under Construction
Total Pipeline
Opened YTD
# Hotels
#Rooms
# Hotels
#Rooms
# Hotels
#Rooms
# Hotels
#Rooms
# Hotels
#Rooms
4
496
7
892
4
504
15
1,892
2
222
Third Party Pipeline & Recently Opened Hotels as of December 31, 2018
Commitments
Applications
Executed
Total Pipeline
Opened YTD
# Hotels
#Rooms
# Hotels
#Rooms
# Hotels
#Rooms
# Hotels
#Rooms
# Hotels
#Rooms
35
4,340
1
67
6
673
42
5,080
—
—
48
Definitions
Under Option
Locations with a signed purchase and sale agreement
Pre-Development
Land purchased, permitted and/or site work
Under Construction
Hotel is under construction
Commitments
Applications
Executed
Signed commitment to build hotel(s) by a third party
Third-party filed franchise application with deposit
Franchise application approved, various stages of pre-development and/or under construction
Key Metrics Evaluated by Management
We evaluate the performance of our business through the use of certain non-GAAP financial measures and other lodging
industry operating metrics. Each of these non-GAAP financial measures should be considered as a supplemental measure to a
U.S. GAAP performance measure, such as total revenues, net income, net income per share or cash flow provided by operating
activities. These financial measures include Hotel Operating Profit, Hotel Operating Margin, EBITDA, Adjusted EBITDA,
FFO, Adjusted FFO, Adjusted FFO per diluted Paired Share, Paired Share Income, Adjusted Paired Share Income and Adjusted
Paired Share Income per diluted Paired Share. We provide a more detailed discussion of these non-GAAP financial measures,
how management uses such measures to evaluate our financial and operating performance, a discussion of certain limitations of
such measures and a reconciliation of such measures to the nearest U.S. GAAP measures under “—Non-GAAP Financial
Measures.”
Average daily rate (“ADR”) is a commonly used measure within the lodging industry. ADR represents hotel room
revenues divided by total number of rooms sold in a given period. ADR measures average room price attained by a hotel or
group of hotels and ADR trends provide useful information concerning pricing policies and the nature of the customer base of a
hotel or group of hotels. Changes in room rates have an impact on overall revenues and profitability.
Occupancy is a commonly used measure within the lodging industry. Occupancy represents the total number of rooms
sold in a given period divided by the total number of rooms available during that period. Occupancy measures the utilization of
our hotels’ available capacity. Management uses occupancy to gauge demand at a specific hotel or group of hotels in a given
period. Occupancy levels also help us determine achievable ADR levels as demand for hotel rooms increases or decreases.
Revenue per available room (“RevPAR”) is a commonly used measure within the lodging industry. RevPAR represents
the product of average daily room rate charged and the average daily occupancy achieved for a hotel or group of hotels in a
given period. RevPAR does not include ancillary revenues, such as food and beverage revenues, or parking, pet, WiFi upgrade,
telephone or other guest service revenues. Although RevPAR does not include these other hotel revenues, it generally is
considered a key indicator of core revenues for many hotels. For the year ended December 31, 2018, room revenues
represented 97.0% of our total revenues. RevPAR changes that are driven predominately by occupancy have different
implications on incremental operating profitability than do changes that are driven predominately by ADR. For example,
increases in occupancy at a hotel would lead to increases in room revenues and other hotel revenues, as well as incremental
operating costs, including housekeeping services and amenity costs. RevPAR increases due to higher room rates, however,
would generally not result in additional operational room-related costs, with the exception of those charged or incurred as a
percentage of revenue, such as credit card fees. As a result, changes in RevPAR driven by increases or decreases in ADR
generally have a greater effect on operating profitability than changes in RevPAR driven by occupancy levels.
Understanding Our Results of Operations – The Company
Revenues and Expenses. The Company’s revenues are derived from hotel ownership/operations and the franchise and
management of hotels owned by third parties. Hotel operating expenses account for the largest portion of the Company’s
operating expenses and reflect ongoing expenses associated with the ownership and operation of our hotels.
49
The following table presents the components of the Company’s revenues as a percentage of our total revenues for the year
ended December 31, 2018:
• Room revenues. Room revenues are driven primarily by ADR and occupancy. Pricing policy and
customer mix are significant drivers of ADR. Due to our relatively high occupancy levels, our primary
focus is on increasing RevPAR by increasing ADR.
• Other hotel revenues. Other hotel revenues include ancillary revenues such as laundry revenues,
vending commissions, additional housekeeping fees, purchased WiFi upgrades, parking revenues and
pet charges. Occupancy and customer mix, as well as the number and percentage of guests that have
longer-term stays, have been historical drivers of our other hotel revenues.
• Franchise and management fees. Franchise and management fees include royalty and other fees
charged to third parties for use of our brand name and hotel management services. The substantial
majority of these fees are based on a percentage of revenues of the franchised or managed hotels.
• Other revenues from franchised and managed properties. Other revenues from franchised and
managed properties include the direct reimbursement of specific costs, such as on-site personnel
expense and incremental reservation and other distribution costs, incurred by us for which we are
reimbursed on a dollar-for-dollar basis. Additionally, these revenues include fees charged, typically
based on a percentage of revenue from the franchised hotel, as reimbursement for indirect costs incurred
by us associated with certain shared system-wide platforms (i.e., system services), such as marketing,
central reservations, revenue management and property management systems.
Percentage of
2018
Total
Revenues
97.0%
1.7%
0.3%
1.0%
The following table presents the components of the Company’s operating expenses as a percentage of our total operating
expenses for the year ended December 31, 2018:
• Hotel operating expenses. Hotel operating expenses have fixed and variable components.
Operating expenses that are relatively fixed include personnel expense, real estate tax expense and
property insurance premiums. Occupancy is a key driver of expenses that have a high degree of
variability, such as housekeeping services and amenity costs. Other variable expenses include marketing
costs, reservation costs, property insurance claims and repairs and maintenance expense.
• General and administrative expenses. General and administrative expenses include expenses
associated with corporate overhead. Costs consist primarily of compensation expense of our corporate
staff, including equity-based compensation, and professional fees, including audit, tax, legal and
consulting fees.
• Depreciation and amortization. Depreciation and amortization is a charge that relates primarily to
the acquisition and related usage of hotels and other property and equipment, including capital
expenditures incurred with respect to hotel renovations and other capital expenditures.
• Impairment of long-lived assets. Impairment of long-lived assets is a charge recognized when
events and circumstances indicate that the carrying value of individual hotel assets, or group of hotel
assets, may not be recoverable.
• Other expenses from franchised and managed properties. Other expenses from franchised and
managed properties include specific costs, such as on-site hotel personnel expense and incremental
reservation and other distribution costs, incurred by us in the delivery of services for which we are
reimbursed on a dollar-for-dollar basis. Additionally, these expenses include costs associated with
shared system-wide platforms (i.e., system services), such as marketing, central reservations, revenue
management and property management systems, for which we are reimbursed over time through system
service (i.e., program) fees.
Percentage of
2018
Total Operating
Expenses
62.0%
9.7%
22.3%
4.6%
1.4%
Understanding Our Results of Operations – ESH REIT
Revenues. ESH REIT’s rental revenues are generated from leasing its hotel properties to subsidiaries of the Corporation.
Rental revenues consist of fixed minimum rental payments recognized on a straight-line basis over the lease terms plus
specified percentages of total hotel revenues over designated thresholds.
50
The initial lease term of the operating leases expired in October 2018. In connection with the five-year renewal of the
lease agreements, amended and restated leases were executed effective November 1, 2018. At such time, minimum and
percentage rents were adjusted to reflect then-current market terms.
Expenses. The following table presents the components of ESH REIT’s operating expenses as a percentage of ESH
REIT’s total operating expenses for the year ended December 31, 2018:
• Hotel operating expenses. ESH REIT’s hotel operating expenses include expenses
directly related to hotel ownership, such as real estate tax expense and loss on disposal of
assets.
• General and administrative expenses. General and administrative expenses include
overhead expenses incurred directly by ESH REIT and administrative service costs reimbursed
to the Corporation.
• Depreciation. Depreciation is a charge that relates primarily to the acquisition and related
usage of hotels and other property and equipment, including capital expenditures incurred with
respect to hotel renovations and other capital expenditures.
• Impairment of long-lived assets. Impairment of long-lived assets is a charge recognized
when events and circumstances indicate that the carrying value of individual hotel assets (as
grouped under ESH REIT’s leases) may not be recoverable.
Results of Operations
Percentage of
2018
Total Operating
Expenses
27.7%
4.9%
67.4%
—%
Results of Operations discusses the Company’s and ESH REIT’s consolidated financial statements, each of which have
been prepared in accordance with U.S. GAAP. The consolidated financial statements of the Company include the financial
position, results of operations, comprehensive income, changes in equity and cash flows of the Corporation and its subsidiaries,
including ESH REIT. Third party equity interests in ESH REIT, which consist primarily of the Class B common stock of ESH
REIT and represent approximately 43% of ESH REIT’s total common equity, are not owned by the Corporation and therefore
are presented as noncontrolling interests. The consolidated financial statements of ESH REIT include the financial position,
results of operations, comprehensive income, changes in equity and cash flows of ESH REIT and its subsidiaries.
Results of Operations – The Company
Comparison of Years Ended December 31, 2018 and December 31, 2017
As of December 31, 2017, the Company owned and operated 624 hotels, consisting of approximately 68,600 rooms. As
of December 31, 2018, the Company owned and operated 554 hotels, consisting of approximately 61,500 rooms, and franchised
or managed 73 hotel properties for third parties, consisting of approximately 7,500 rooms. See Note 4 to the consolidated
financial statements of Extended Stay America, Inc., included in Item 8 of this combined annual report on Form 10-K. The
following table presents our consolidated results of operations for the years ended December 31, 2018 and 2017, including the
amount and percentage change in these results between the periods (in thousands):
51
Revenues:
Room revenues
Other hotel revenues
Franchise and management fees
Other revenues from franchised and managed properties
Total revenues
Operating expenses:
Hotel operating expenses
General and administrative expenses
Depreciation and amortization
Impairment of long-lived assets
Other expenses from franchised and managed properties
Total operating expenses
Gain on sale of hotel properties, net
Other income
Income from operations
Other non-operating income
Interest expense, net
Income before income tax expense
Income tax expense
Net income
Net income attributable to noncontrolling interests (1)
Net income attributable to Extended Stay America Inc.
common shareholders
Year Ended December 31,
2017
2018
Change ($)
Change (%)
$
1,237,311
$
1,260,868
$
(23,557)
21,871
3,310
1,262,492
12,567
1,275,059
583,029
91,094
209,329
43,600
927,052
13,217
940,269
42,478
669
377,937
(765)
124,870
253,832
42,076
211,756
(98,892)
21,857
—
1,282,725
—
1,282,725
585,545
94,652
229,216
25,169
934,582
—
934,582
9,973
2,959
361,075
(399)
129,772
231,702
59,514
172,188
(93,341)
14
3,310
(20,233)
12,567
(7,666)
(2,516)
(3,558)
(19,887)
18,431
(7,530)
13,217
5,687
32,505
(2,290)
16,862
(366)
(4,902)
22,130
(17,438)
39,568
(5,551)
(1.9)%
0.1 %
n/a
(1.6)%
n/a
(0.6)%
(0.4)%
(3.8)%
(8.7)%
73.2 %
(0.8)%
n/a
0.6 %
325.9 %
(77.4)%
4.7 %
91.7 %
(3.8)%
9.6 %
(29.3)%
23.0 %
5.9 %
$
112,864
$
78,847
$
34,017
43.1 %
________________________
(1) Noncontrolling interests in Extended Stay America, Inc. include approximately 43% of ESH REIT’s common equity as of December 31, 2018 and 2017,
and 125 shares of ESH REIT preferred stock.
The following table presents key operating metrics, including occupancy, ADR, RevPAR and hotel inventory for our
owned hotels for the years ended December 31, 2018 and 2017:
Number of hotels (as of December 31)
Number of rooms (as of December 31)
Occupancy
ADR
RevPAR
Year Ended December 31,
2018
2017
554
61,486
75.4%
$68.62
$51.73
624
68,620
74.5%
$67.19
$50.09
Change
(70)
(7,134)
90 bps
2.1%
3.3%
Room revenues. Room revenues decreased by $23.6 million, or 1.9%, to $1,237.3 million for the year ended
December 31, 2018 compared to $1,260.9 million for the year ended December 31, 2017 due to hotel dispositions during 2018.
On a Comparable Hotel basis, room revenues increased by $23.1 million, or 2.0%, due to a 2.0% increase in RevPAR, primarily
due to improved asset quality as a result of our previous cyclical hotel renovation program completed during the second quarter
of 2017.
52
Other hotel revenues. Other hotel revenues for the year ended December 31, 2018 remained consistent with the year
ended December 31, 2017, and totaled $21.9 million.
Franchise and management fees. For the year ended December 31, 2018, franchise and management fees of $3.3 million
were earned as a result of the franchise and/or management of 73 third-party owned hotels. While we expect newly built third-
party owned franchised hotels to open in the future, during the year ended December 31, 2018, all franchised and managed
hotels were pre-existing Extended Stay America-branded hotels sold to third parties.
Other revenues from franchised and managed properties. For the year ended December 31, 2018, the Company
recognized $12.6 million in other revenues from franchised and managed properties as a result of the franchise and/or
management of 73 third-party owned hotels. Other revenues from franchised and managed properties include both direct and
indirect reimbursable costs.
Hotel operating expenses. Hotel operating expenses decreased by $2.5 million, or 0.4%, to $583.0 million for the year
ended December 31, 2018 compared to $585.5 million for the year ended December 31, 2017. On a Comparable Hotel basis,
hotel operating expenses increased by $24.6 million, or 4.7%, due to increases in personnel expense of $9.6 million, reservation
costs of $8.4 million, which related to an increase in commissionable bookings through third-party intermediaries, maintenance
expense of $3.9 million, marketing costs of $3.1 million and real estate tax expense of $1.8 million. These increases were
partially offset by a $4.3 million decrease in loss on disposal of assets.
General and administrative expenses. General and administrative expenses decreased by $3.6 million, or 3.8%, to $91.1
million for the year ended December 31, 2018 compared to $94.7 million for the year ended December 31, 2017. This decrease
was driven by a decrease in personnel expense of $3.8 million, partially related to a decrease in short-term incentive
compensation expense.
Depreciation and amortization. Depreciation and amortization decreased by $19.9 million, or 8.7%, to $209.3 million for
the year ended December 31, 2018 compared to $229.2 million for the year ended December 31, 2017, due to recent hotel
dispositions and a decrease in capital expenditures as a result of the completion of our previous cyclical hotel renovation
program during the second quarter of 2017.
Impairment of long-lived assets. During the year ended December 31, 2018, we recognized impairment charges for 21
hotels, generally located in the Midwestern U.S., which totaled $43.6 million. The majority of the impairment charges incurred
were in connection with evaluating the potential sale of certain non-core assets. During the year ended December 31, 2017, we
recognized impairment charges of $25.2 million, $12.4 million of which related to the sale of our three Canadian hotels in May
2017. The estimation and evaluation of future cash flows, which is a key factor in determining the amount and/or timing of
impairment charges, 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, we may recognize additional impairment charges reflecting either changes in estimate, circumstance or the estimated
market value of our assets.
Other expenses from franchised and managed properties. During the year ended December 31, 2018, we incurred other
expenses from franchised and managed properties of $13.2 million as a result of the franchise and/or management of 73 third-
party owned hotels. We generally expect the cost to provide certain shared system-wide platforms to franchisees to be recovered
through system services fees. System services fees are included in other revenues from franchised and managed properties.
Gain on sale of hotel properties, net. During the year ended December 31, 2018, we recognized a gain of $42.5 million
related to the sale of 72 hotels. We recorded impairment charges totaling $37.4 million on 17 of the 72 sold hotels during the
year ended December 31, 2018. During the year ended December 31, 2017, we recognized an $11.9 million gain related to the
sale of two hotels, which was partially offset by a $1.9 million loss related to the sale of our Canadian hotels in 2017.
Other income. During the year ended December 31, 2018, we recognized other income of $0.7 million, which primarily
consisted of funds related to temporary easements. During the year ended December 31, 2017, we recognized other income of
$3.0 million, which consisted of the settlement of a lawsuit, the receipt of funds related to temporary easements at several of
our hotel properties and certain fees related to our previously owned Canadian hotels.
Other-non operating income. During the year ended December 31, 2018, we recognized other non-operating income of
$1.2 million, partially offset by a foreign currency transaction loss of $0.4 million related to a remaining Canadian dollar-
denominated deposit and income tax liability related to the sale of our Canadian hotels in 2017. During the year
53
ended December 31, 2017, we recognized a foreign currency transaction gain of $0.7 million, partially offset by a loss related to
our interest rate swap of $0.3 million.
Interest expense, net. Net interest expense decreased $4.9 million, or 3.8%, to $124.9 million for the year ended
December 31, 2018 compared to $129.8 million for the year ended December 31, 2017. This decrease was primarily a result of
an increase in interest income earned on money market investments of $2.3 million. The Company’s weighted average interest
rate increased to 4.8% as of December 31, 2018 compared to 4.5% as of December 31, 2017. The Company’s total debt
outstanding decreased to $2.4 billion, net of unamortized deferred financing costs and debt discounts, as of December 31, 2018,
compared to $2.5 billion, net of unamortized deferred financing costs and debt discounts, as of December 31, 2017.
Income tax expense. Our effective income tax rate decreased to 16.6% for the year ended December 31, 2018 compared
to 25.7% for the year ended December 31, 2017. The Company’s effective tax rate is lower than the federal statutory rate of
21% due to ESH REIT’s status as a REIT under the provisions of the Code. During the year ended December 31, 2017, the
Company was subject to a federal income tax rate of 35%. The decrease in our effective tax rate for the year ended December
31, 2018, is partially a result of the decrease in the federal statutory rate to 21% as a result of the TCJA passed in December
2017, which was effective January 1, 2018. During the year ended December 31, 2017, we recognized $4.1 million in deferred
income tax expense due to the impact of the TCJA. ESH REIT intends to distribute its taxable income to the extent necessary to
optimize its tax efficiency including, but not limited to, maintaining its REIT status while retaining sufficient capital for its
ongoing needs. ESH REIT will incur federal and state income tax at statutory rates on its taxable income not distributed.
Net income attributable to noncontrolling interests. Third party equity interests in the Company consist of the outstanding
shares of the Class B common stock of ESH REIT, which represented approximately 43% of ESH REIT’s total common equity
as of December 31, 2018 and 2017.
Comparison of Years Ended December 31, 2017 and December 31, 2016
As of December 31, 2016, the Company owned and operated 629 hotels, consisting of approximately 69,400 rooms. As
of December 31, 2017, the Company owned and operated 624 hotels, consisting of approximately 68,600 rooms. See Note 4 to
the consolidated financial statements of Extended Stay America, Inc., included in Item 8 of this combined annual report on
Form 10-K.
54
The following table presents our consolidated results of operations for the years ended December 31, 2017 and 2016,
including the amount and percentage change in these results between the periods (in thousands):
Year Ended December 31,
2016
2017
Change ($)
Change (%)
Revenues:
Room revenues
Other hotel revenues
Total revenues
Operating expenses:
Hotel operating expenses
General and administrative expenses
Depreciation and amortization
Impairment of long-lived assets
Total operating expenses
Gain on sale of hotel properties, net
Other income
Income from operations
Other non-operating income
Interest expense, net
Income before income tax expense
Income tax expense
Net income
Net income attributable to noncontrolling interests(1)
Net income attributable to Extended Stay America
Inc. common shareholders
$
1,260,868
$
1,250,865
$
21,857
1,282,725
19,728
1,270,593
585,545
94,652
229,216
25,169
934,582
9,973
2,959
361,075
(399)
129,772
231,702
59,514
172,188
(93,341)
580,772
98,045
221,309
9,828
909,954
—
25
360,664
(1,576)
164,537
197,703
34,351
163,352
(93,420)
10,003
2,129
12,132
4,773
(3,393)
7,907
15,341
24,628
9,973
2,934
411
1,177
(34,765)
33,999
25,163
8,836
79
$
78,847
$
69,932
$
8,915
0.8 %
10.8 %
1.0 %
0.8 %
(3.5)%
3.6 %
156.1 %
2.7 %
n/a
11,736.0 %
0.1 %
(74.7)%
(21.1)%
17.2 %
73.3 %
5.4 %
(0.1)%
12.7 %
________________________
(1) Noncontrolling interests in Extended Stay America, Inc. include approximately 43% and 44% of ESH REIT’s common equity as of December 31, 2017
f
and 2016, respectively, and 125 shares of ESH REIT preferred stock.
The following table presents key operating metrics, including occupancy, ADR, RevPAR, hotel inventory and renovation
displacement data for our owned hotels for the years ended December 31, 2017 and 2016:
Number of hotels (as of December 31)
Number of rooms (as of December 31)
Occupancy
ADR
RevPAR
Hotel Inventory (as of December 31):
Renovated Extended Stay America
Unrenovated Extended Stay America and other
Total number of hotels
Renovation Displacement Data (in thousands, except percentages):
Total available room nights
Room nights displaced from renovation
% of available room nights displaced
________________________
(1)
Includes three Extended Stay Canada-branded hotels that were sold in 2017.
55
Year Ended December 31,
2016
2017
624
68,620
74.5%
$67.19
$50.09
624
—
624
25,170
101
0.4%
629
69,383
74.1%
$66.43
$49.23
584
45
629
25,399
328
1.3%
(1)
Change
(5)
(763)
40 bps
1.1%
1.7%
40
(45)
(5)
(229)
(227)
(90) bps
Room revenues. Room revenues increased by $10.0 million, or 0.8%, to $1,260.9 million for the year ended
December 31, 2017 compared to $1,250.9 million for the year ended December 31, 2016. The increase in room revenues was
due to a 40 bps increase in occupancy and a 1.1% increase in ADR, resulting in a 1.7% increase in RevPAR. These increases
were a result of an increase in shorter-stay business and leisure guests, the collective impact of our previous cyclical hotel
renovation program and focus on service excellence. This increase was partially offset by the sale of five hotels during the year
ended December 31, 2017.
Other hotel revenues. Other hotel revenues increased by $2.1 million, or 10.8%, to $21.9 million for the year ended
December 31, 2017 compared to $19.7 million for the year ended December 31, 2016. This increase was due to an increase in
guest purchased WiFi upgrades, parking revenues and other fees.
Hotel operating expenses. Hotel operating expenses increased by $4.8 million, or 0.8%, to $585.5 million for the year
ended December 31, 2017 compared to $580.8 million for the year ended December 31, 2016. The increase in hotel operating
expenses was due to increases in personnel expense of $4.9 million, real estate tax expense of $4.4 million and credit card
disputes of $1.8 million. These increases were partially offset by decreases in loss on disposal of assets of $2.1 million, utilities
expense of $1.8 million, amenity costs of $1.5 million and repairs and maintenance expense of $1.3 million.
General and administrative expenses. General and administrative expenses decreased by $3.4 million, or 3.5%, to
$94.7 million for the year ended December 31, 2017 compared to $98.0 million for the year ended December 31, 2016. This
decrease was driven by a decrease in corporate personnel expense of $3.2 million, primarily related to a decrease in equity-
based compensation expense as a result of the forfeiture of awards in December 2017. The decrease was partially offset by an
increase in other consulting and professional fees of $0.2 million.
Depreciation and amortization. Depreciation and amortization increased by $7.9 million, or 3.6%, to $229.2 million for
the year ended December 31, 2017 compared to $221.3 million for the year ended December 31, 2016, due to an increase in
investment in hotel assets.
Impairment of long-lived assets. During the year ended December 31, 2017, we recognized impairment charges of $25.2
million related to property and equipment, $12.4 million of which related to our three Canadian hotels sold in May 2017. The
remainder of the 2017 impairment charges related to six hotel properties. Impairment charges of $9.8 million were recognized
during the year ended December 31, 2016 related to three hotels. The estimation and evaluation of future cash flows, which is a
key factor in determining the amount and/or timing of impairment charges, 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, we may recognize additional impairment charges reflecting either
changes in estimate, circumstance or the estimated market value of our assets.
Gain on sale of hotel properties. During the year ended December 31, 2017, we recognized a gain on sale of two hotel
properties of $11.9 million. This gain was partially offset by a loss of $1.9 million related to the sale of three Extended Stay aa
Canada-branded hotels. We recorded impairment charges totaling $12.4 million on three of the five sold hotels during the year
ended December 31, 2017. No hotel properties were sold during the year ended December 31, 2016.
Other income. During the year ended December 31, 2017, we recognized other income of $3.0 million, which consisted of
the settlement of a lawsuit, the receipt of funds related to temporary easements at several of our hotel properties and certain fees
related to our previously owned Canadian hotels.
n
Other-non operating income. During the year ended December 31, 2017, we recognized a foreign currency transaction
gain of $0.7 million, partially offset by a loss related to our interest rate swap of $0.3 million. During the year ended
December 31, 2016, we recognized a foreign currency transaction gain of $1.6 million.
Interest expense, net. Excluding debt modification costs of $2.4 million incurred during the year ended December 31,
2017, related to the repricing of ESH REIT’s senior secured term loan facility, and excluding debt extinguishment costs of
$26.2 million incurred during the year ended December 31, 2016, related to the full repayment of the balance outstanding under
ESH REIT’s previous term loan facility and the full repayment of ESH REIT’s previous mortgage loan, net interest expense
decreased $10.9 million, or 7.9%, to $127.4 million for the year ended December 31, 2017 compared to $138.3 million for the
year ended December 31, 2016. The Company’s weighted average interest rate decreased to 4.5% as of December 31, 2017
compared to 4.6% as of December 31, 2016. The Company’s total debt outstanding decreased to $2.5 billion, net of
unamortized deferred financing costs and debt discounts, as of December 31, 2017, compared to $2.6 billion, net of
unamortized deferred financing costs and debt discounts, as of December 31, 2016.
56
Income tax expense. Our effective income tax rate increased to 25.7% for the year ended December 31, 2017 compared to
17.4% for the year ended December 31, 2016. The Company’s effective tax rate is lower than the federal statutory rate of 35%
due to ESH REIT’s status as a REIT under the provisions of the Code. The increase in our effective tax rate for the year ended
December 31, 2017, is due to the impact of the TCJA, which was signed into law in December 2017 and caused additional
deferred tax expense of $4.1 million in 2017, as well as benefits recognized in 2016 of $(1.7) million related to a change in
ESH REIT’s distribution policy and $(9.4) million related to the reversal of a net deferred tax liability associated with the
Corporation’s anticipated receipt of future ESH REIT nontaxable distributions. In 2017, the Company disposed of substantially
all of its Canadian assets, incurring additional current tax expense on the Canadian gain realized upon disposition of these
assets. 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. ESH REIT will incur federal and
state income tax at statutory rates on its taxable income not distributed.
aa
Net income attributable to noncontrolling interests. Third party equity interests in the Company consist of the outstanding
shares of the Class B common stock of ESH REIT, which represented approximately 43% and 44% of ESH REIT’s total
common equity as of December 31, 2017 and 2016, respectively.
Results of Operations—ESH REIT
ESH REIT’s sole source of revenues is lease rental revenues. The initial lease term of the operating leases expired in
October 2018. In connection with the five-year renewal of the lease agreements, amended and restated leases were executed
effective November 1, 2018. At such time, minimum and percentage rents were adjusted to reflect then-current market terms.
Hotel operating expenses reflect only those hotel operating expenses incurred directly related to hotel ownership.
Administrative service costs reimbursed to the Corporation are included as a component of general and administrative
expenses.
Comparison of Years Ended December 31, 2018 and December 31, 2017
As of December 31, 2017, ESH REIT owned and leased 624 hotels, consisting of approximately 68,600 rooms. As of
December 31, 2018, ESH REIT owned and leased 554 hotels, consisting of approximately 61,500 rooms. See Note 4 to the
consolidated financial statements of ESH Hospitality, Inc., included in Item 8 of this combined annual report on Form 10-K.
The following table presents ESH REIT’s results of operations for the years ended December 31, 2018 and 2017,
including the amount and percentage change in these results between the periods (in thousands):
Revenues - Rental revenues from Extended Stay
America, Inc.
Operating expenses:
Hotel operating expenses
General and administrative expenses
Depreciation and amortization
Impairment of long lived assets
Total operating expenses
(Loss) gain on sale of hotel properties, net
Other income
Income from operations
Other non-operating income
Interest expense, net
Income before income tax expense
Income tax expense
Net income
Year Ended December31,
2017
2018
Change ($)
Change (%)
$
667,428
$
683,500
$
(16,072)
(2.4)%
85,089
15,245
207,313
—
307,647
(5,624)
645
354,802
(869)
124,745
230,926
797
90,495
14,801
225,484
15,046
345,826
8,562
673
346,909
(227)
130,923
216,213
1,229
(5,406)
444
(18,171)
(15,046)
(38,179)
(14,186)
(28)
7,893
(642)
(6,178)
14,713
(432)
$
230,129
$
214,984
$
15,145
(6.0)%
3.0 %
(8.1)%
n/a
(11.0)%
(165.7)%
(4.2)%
2.3 %
282.8 %
(4.7)%
6.8 %
(35.2)%
7.0 %
Rental revenues from Extended Stay America, Inc. Rental revenues decreased by $16.1 million, or 2.4%, to $667.4 million
for the year ended December 31, 2018 compared to $683.5 million for the year ended December 31, 2017. The decrease in
57
rental revenues was primarily due a decrease in minimum rents related to the sale of 72 hotels during the year ended December
31, 2018. Additionally, percentage rental revenues decreased by $5.1 million to $217.2 million during the year ended December
31, 2018 from $222.3 million during the year ended December 31, 2017, also due to the sale of hotel properties.
Hotel operating expenses. Hotel operating expenses decreased by $5.4 million, or 6.0%, to $85.1 million for the year
ended December 31, 2018 compared to $90.5 million for the year ended December 31, 2017. This decrease was primarily a
result of the sale of 72 hotel properties during the year ended December 31, 2018, as well as a decrease in loss on disposal of
assets of $5.2 million, mainly due to the completion of ESH REIT’s previous cyclical hotel renovation program during the
second quarter of 2017.
General and administrative expenses. General and administrative expenses increased by $0.4 million, or 3.0%, to $15.2
million for the year ended December 31, 2018 compared to $14.8 million for the year ended December 31, 2017. The increase
was due to a $1.3 million increase in reimbursable costs paid to ESA Management for administrative services performed on
ESH REIT’s behalf, partially offset by a decrease in professional fees of $1.2 million.
Depreciation. Depreciation decreased by $18.2 million, or 8.1%, to $207.3 million for the year ended December 31, 2018
compared to $225.5 million for the year ended December 31, 2017, due to recent hotel dispositions and a decrease in capital
expenditures.
Impairment of long-lived assets. During the year ended December 31, 2017, ESH REIT recognized impairment charges of
$15.0 million related to its three Canadian hotels that were sold in May 2017. No impairment charges were recognized during
the year ended December 31, 2018. The estimation and evaluation of future cash flows, which is a key factor in determining the
amount and/or timing of impairment charges, 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 additional impairment charges reflecting either changes in
estimate, circumstance or the estimated market value of our assets.
(Loss) gain on sale of hotel properties. During the year ended December 31, 2018, ESH REIT recognized a loss of $5.6
million related to the sale of 72 hotels. During the year ended December 31, 2017, ESH REIT recognized a gain of $11.8
million related to the sale of one hotel, partially offset by a loss of $3.3 million related to the sale of four hotels, including its
three Canadian hotels.
Other income. During the year ended December 31, 2018, ESH REIT recognized other income of $0.6 million, which
consisted mainly of funds related to temporary easements at two hotels. During the year ended December 31, 2017, we
recognized other income of $0.7 million, which primarily consisted of funds related to temporary easements.
Other-non operating income. During the year ended December 31, 2018, ESH REIT recognized other non-operating
income of $1.2 million, partially offset by a foreign currency transaction loss of $0.3 million. During the year ended
December 31, 2017, ESH REIT recognized a foreign currency transaction gain of $0.5 million, partially offset by non-cash
charges related to its interest rate swap of $0.3 million.
Interest expense, net. Net interest expense decreased $6.2 million, or 4.7%, to $124.7 million for the year ended
December 31, 2018 compared to $130.9 million for the year ended December 31, 2017. This decrease was primarily the result
of an increase in interest earned on money market investments of $1.8 million. ESH REIT’s weighted average interest rate
increased to 4.7% as of December 31, 2018 compared to 4.5% as of December 31, 2017. ESH REIT’s total debt outstanding
decreased to $2.4 billion, net of unamortized deferred financing costs and debt discounts, as of December 31, 2018, compared
to $2.5 billion, net of unamortized deferred financing costs and debt discounts, as of December 31, 2017.
Income tax expense. ESH REIT’s effective income tax rate decreased to 0.3% for the year ended December 31, 2018
compared to 0.6% for the year ended December 31, 2017. ESH REIT’s effective tax 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. This decrease is primarily due to the
fact that ESH REIT is no longer subject to Canadian tax, as it sold all of its Canadian assets in 2017. 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. ESH REIT will incur federal and state income tax at
statutory rates on its taxable income not distributed.
58
Comparison of Years Ended December 31, 2017 and December 31, 2016
As of December 31, 2016, ESH REIT owned and leased 629 hotels, consisting of approximately 69,400 rooms. As of
December 31, 2017, ESH REIT owned and leased 624 hotels, consisting of approximately 68,600 rooms. See Note 4 to the
consolidated financial statements of ESH Hospitality, Inc., included in Item 8 of this combined annual report on Form 10-K.
The following table presents ESH REIT’s consolidated results of operations for the years ended December 31, 2017 and
2016, including the amount and percentage change in these results between the periods (in thousands):
Revenues - Rental revenues from Extended Stay
America, Inc.
$
683,500
$
694,275
$
(10,775)
(1.6)%
Year Ended December 31,
2016
2017
Change ($)
Change (%)
Operating expenses:
Hotel operating expenses
General and administrative expenses
Depreciation
Impairment of long lived assets
Total operating expenses
Gain on sale of hotel properties, net
Other income
Income from operations
Other non-operating income
Interest expense, net
Income before income tax expense
Income tax expense
Net income
90,495
14,801
225,484
15,046
345,826
8,562
673
346,909
(227)
130,923
216,213
1,229
89,166
14,264
216,394
—
319,824
—
5
1,329
537
9,090
15,046
26,002
8,562
668
374,456
(27,547)
(1,245)
163,443
212,258
51
1,018
(32,520)
3,955
1,178
2,777
1.5 %
3.8 %
4.2 %
n/a
8.1 %
n/a
13,360.0 %
(7.4)%
(81.8)%
(19.9)%
1.9 %
2,309.8 %
1.3 %
$
214,984
$
212,207
$
Rental revenues from Extended Stay America, Inc. Rental revenues decreased by $10.8 million, or 1.6%, to $683.5 million
for the year ended December 31, 2017 compared to $694.3 million for the year ended December 31, 2016. The decrease in
rental revenues was partly due to a decrease in minimum rents related to the sale of five hotels during the year ended December
31, 2017. Additionally, percentage rental revenues decreased by $6.8 million to $222.3 million during the year ended December
31, 2017 from $229.1 million during the year ended December 31, 2016.
Hotel operating expenses. Hotel operating expenses increased by $1.3 million, or 1.5%, to $90.5 million for the year
ended December 31, 2017 compared to $89.2 million for the year ended December 31, 2016. This increase was due to an
increase in real estate tax expense of $5.0 million, partially offset by a decrease in loss on disposal of assets of $2.1 million and
property insurance claims of $1.1 million.
General and administrative expenses. General and administrative expenses increased by $0.5 million, or 3.8%, to $14.8
million for the year ended December 31, 2017 compared to $14.3 million for the year ended December 31, 2016. The increase
was due to an increase in consulting and other professional fees of $0.6 million, partially offset by a decrease in reimbursable
costs of $0.3 million to ESA Management for administrative services performed on ESH REIT’s behalf.
Depreciation. Depreciation increased by $9.1 million, or 4.2%, to $225.5 million for the year ended December 31, 2017
compared to $216.4 million for the year ended December 31, 2016, due to an increase in investment in hotel assets.
Impairment of long-lived assets. Asset impairments are recorded as required based on an evaluation of property and
equipment and intangible assets for impairment. During the year ended December 31, 2017, ESH REIT recognized impairment
charges of $15.0 million related to its three sold Canadian hotels. No impairment charges were recognized during the year
ended December 31, 2016.
Gain on sale of hotel properties, net. During the year ended December 31, 2017, ESH REIT recognized a gain of $11.8
million related to the sale of one hotel, partially offset by a loss of $3.3 million related to the sale of four hotels, including three
Canadian hotels. No hotel properties were sold during the year ended December 31, 2016.
59
Other-non operating income. During the year ended December 31, 2017, ESH REIT recognized a non-cash foreign
currency transaction gain of $0.5 million, partially offset by non-cash charges related to its interest rate swap of $0.3 million.
During the year ended December 31, 2016, ESH REIT recognized a non-cash foreign currency transaction gain of $1.2 million.
Interest expense, net. Excluding debt modification costs of $2.4 million incurred during the year ended December 31,
2017, related to the repricing of ESH REIT’s senior secured term loan facility and excluding debt extinguishment costs of $26.2
million incurred during the year ended December 31, 2016, related to the full repayment of the balance outstanding under ESH
REIT’s previous term loan facility and the full repayment of ESH REIT’s previous mortgage loan, net interest expense
decreased $8.6 million, or 6.3%, to $128.6 million for the year ended December 31, 2017 compared to $137.2 million for the
year ended December 31, 2016. ESH REIT’s weighted average interest rate decreased to 4.5% as of December 31, 2017
compared to 4.6% as of December 31, 2016. ESH REIT’s total debt outstanding decreased to $2.5 billion, net of unamortized
deferred financing costs and debt discounts, as of December 31, 2017, compared to $2.6 billion, net of unamortized deferred
financing costs and debt discounts, as of December 31, 2016.
Income tax expense. ESH REIT’s effective income tax rate increased to 0.6% for the year ended December 31, 2017
compared to 0.1% for the year ended December 31, 2016. ESH REIT’s effective tax rate is lower than the federal statutory rate
of 35% due to its status as a REIT under the provisions of the Code. The increase is due to the sale of Canadian assets during
the year ended December 31, 2017, which resulted in a gain and a current Canadian income tax obligation. In addition, during
the year ended December 31, 2016, a benefit of $2.4 million was recognized due to the reversal of net deferred tax liabilities
related to a change in ESH REIT’s distribution policy.
Non-GAAP Financial Measures
Hotel Operating Profit and Hotel Operating Margin
Hotel Operating Profit and Hotel Operating Margin measure hotel-level operating results prior to certain items, including
debt service, income tax expense, impairment charges, depreciation and amortization and general and administrative expenses.
The Company believes that Hotel Operating Profit and Hotel Operating Margin are useful measures to investors regarding our
operating performance as they help us evaluate aggregate owned hotel-level profitability, specifically owned hotel operating
efficiency and effectiveness. Further, these measures allow us to analyze period over period operating margin flow-through,
defined as the change in Hotel Operating Profit divided by the change in total room and other hotel revenues.
We define Hotel Operating Profit as net income excluding: (1) income tax expense; (2) net interest expense; (3) other non-
operating income; (4) other income; (5) gain on sale of hotel properties; (6) impairment of long-lived assets; (7) depreciation and
n
amortization; (8) general and administrative expenses; (9) loss on disposal of assets; (10) franchise and management fees and
(11) other expenses from franchised and managed properties, net of other revenues. We define Hotel Operating Margin as Hotel
Operating Profit divided by the sum of room and other hotel revenues. We believe that Hotel Operating Profit and Hotel
Operating Margin are not meaningful or useful measures for ESH REIT on a stand-alone basis due to the fact that a Paired Share
represents an investment in the Company, as a single, consolidated enterprise, which is reflected in the consolidated Company
results of operations; therefore, we believe these performance measures are meaningful for the Company only.
60
The following table provides a reconciliation of Hotel Operating Profit and Hotel Operating Margin for the Company for
the years ended December 31, 2018, 2017 and 2016 (in thousands):
2018
Year Ended December 31,
2017
2016
$
211,756
$
172,188
$
Net income
Income tax expense
Interest expense, net
Other non-operating income
Other income
Gain on sale of hotel properties
Impairment of long-lived assets
Depreciation and amortization
General and administrative expenses
Loss on disposal of assets(1)
Franchise and management fees
Other expenses from managed and franchised properties, net of
other revenues
Hotel Operating Profit
Room revenues
Other hotel revenues
Total room and other hotel revenues
$
$
$
42,076
124,870
(765)
(669)
(42,478)
43,600
209,329
91,094
3,413
(3,310)
650
679,566
1,237,311
21,871
1,259,182
59,514
129,772
(399)
(2,959)
(9,973)
25,169
229,216
94,652
8,607
—
—
$
$
$
705,787
1,260,868
21,857
1,282,725
$
$
$
163,352
34,351
164,537
(1,576)
(25)
—
9,828
221,309
98,045
10,740
—
—
700,561
1,250,865
19,728
1,270,593
Hotel Operating Margin
54.0%
55.0%
55.1%
________________________
(1)
Included in hotel operating expenses in the consolidated statements of operations.
EBITDA and Adjusted EBITDA
EBITDA is defined as net income excluding: (1) net interest expense; (2) income tax expense; and (3) depreciation and
amortization. EBITDA is a commonly used measure of performance in many industries. The Company believes that EBITDA
provides useful information to investors regarding our operating performance as it helps us and investors evaluate the ongoing
performance of our hotels and our franchise and management operations after removing the impact of our capital structure,
primarily net interest expense, our corporate structure, primarily income tax expense, and our asset base, primarily depreciation
and amortization. We believe that the use of EBITDA facilitates comparisons between us and other lodging companies, hotel
owners and capital-intensive companies. Additionally, EBITDA is a measure that is used by management in our annual
budgeting and compensation planning processes.
The Company uses Adjusted EBITDA when evaluating our performance because we believe the adjustment for certain
additional items, described below, provides useful supplemental information to investors regarding ongoing operating
performance and that the presentation of Adjusted EBITDA, when combined with the U.S. GAAP presentation of net income,
net income per share and cash flow provided by operating activities, is beneficial to the overall understanding of ongoing
operating performance. We adjust EBITDA for the following items where applicable for each period presented and refer to this
measure as Adjusted EBITDA:
•
•
•
Equity-based compensation—We exclude charges related to equity-based compensation expense with respect to
awards issued under long-term incentive compensation plans to employees and certain directors.
Impairment of long-lived assets—We exclude the effect of impairment losses recorded on property and equipment and
intangible assets, as we believe they are not reflective of ongoing or future operating performance.
(Gain) loss on sale of hotel properties—We exclude the net gain or loss on sale of hotel properties, as we believe it is
not reflective of ongoing or future operating performance.
61
• Other expenses—We exclude the effect of expenses or income that we do not consider reflective of ongoing or future
operating performance, including the following: loss on disposal of assets, non-operating income (expense), including
mark-to-market impact of interest rate hedges and foreign currency transaction costs, and certain costs associated with
acquisitions, dispositions, capital transactions.
EBITDA and Adjusted EBITDA as presented may not be comparable to similar measures calculated by other companies.
This information should not be considered as an alternative to net income of the Company, the Corporation or ESH REIT, or any
other measure of the Company, the Corporation or ESH REIT calculated in accordance with U.S. GAAP. Cash expenditures for
capital expenditures, interest expense and other items have been and will continue to be incurred and are not reflected in
EBITDA or Adjusted EBITDA. Management separately considers the impact of these excluded items to the extent they are
material to operating decisions and assessments of operating performance. The Company’s consolidated statements of operations
and cash flows include capital expenditures, net interest expense and other excluded items, all of which should be considered
when evaluating our performance in addition to our non-GAAP financial measures. EBITDA and Adjusted EBITDA should not
solely be considered as measures of our profitability or indicative of funds available to fund our cash needs, including our ability
to pay shareholder distributions.
We believe that EBITDA and Adjusted EBITDA are not meaningful or useful measures for ESH REIT on a stand-alone
basis due to the fact that a Paired Share represents an investment in the Company, as a single, consolidated enterprise, which is
reflected in the consolidated Company results of operations; therefore, we believe these performance measures are meaningful
for the Company only.
The following table provides a reconciliation of net income to EBITDA and Adjusted EBITDA for the Company for the
years ended December 31, 2018, 2017 and 2016 (in thousands):
Net income
Interest expense, net
Income tax expense
Depreciation and amortization
EBITDA
Equity-based compensation
Impairment of long-lived assets
Gain on sale of hotel properties
Other expense(1)
Adjusted EBITDA
2018
Year Ended December 31,
2017
2016
$
$
211,756
124,870
42,076
209,329
588,031
7,724
43,600
(42,478)
2,860
$
172,188
129,772
59,514
229,216
590,690
7,552
25,169
(9,973)
9,467
$
599,737
$
622,905
$
163,352
164,537
34,351
221,309
583,549
12,000
9,828
—
10,281
615,658
________________________
(1)
Includes loss on disposal of assets, non-operating income (expense), including mark-to-market impact of interest rate hedges and foreign currency
transaction costs, and certain costs associated with acquisitions, dispositions and capital transactions. Loss on disposal of assets totaled $3.4 million, $8.6
million and $10.7 million, respectively.
FFO, Adjusted FFO and Adjusted FFO per diluted Paired Share
FFO, Adjusted FFO and Adjusted FFO per diluted Paired Share are metrics used by management to assess our operating
performance and profitability and to facilitate comparisons between us and other hotel and/or real estate companies that include
a REIT as part of their legal entity structure. Funds from Operations (“FFO”) is defined by the National Association of Real
Estate Investment Trusts (“NAREIT”) as net income (computed in accordance with U.S. GAAP), excluding gains from sales of
real estate, impairment charges, the cumulative effect of changes in accounting principle, plus real estate related depreciation and
amortization and after adjustments for unconsolidated partnerships and joint ventures following the same approach. FFO is a
commonly used measure among other hotel and/or real estate companies that include a REIT as a part of their legal entity
structure. Since real estate depreciation and amortization, impairment of long-lived assets and gains from sales of hotel
properties are dependent upon historical cost of the real estate asset bases and generally not reflective of ongoing operating
performance or earnings capability, the Company believes FFO is useful to investors as it provides a meaningful comparison of
our performance between periods and between us and other companies and/or REITs.
62
Consistent with our presentation of Paired Share Income, Adjusted Paired Share Income and Adjusted Paired Share Income
per diluted Paired Share, as described below, our reconciliation of FFO, Adjusted FFO and Adjusted FFO per diluted Paired
Share begins with net income attributable to Extended Stay America, Inc. common shareholders, which excludes net income
attributable to noncontrolling interests, and adds back earnings attributable to ESH REIT’s Class B common shares, presented as
noncontrolling interest of the Company as required by U.S. GAAP. We believe that including earnings attributable to ESH
REIT’s Class B common shares in our calculations of FFO, Adjusted FFO and Adjusted FFO per diluted Paired Share provides
investors with useful supplemental measures of the Company’s operating performance since our Paired Shares, directly through
the pairing of the common stock of the Corporation and Class B common stock of ESH REIT, and indirectly through the
Corporation’s ownership of the Class A common stock of ESH REIT, entitle holders to participate in 100% of the common
equity and earnings of both the Corporation and ESH REIT. Based on the limitation on transfer provided for in each of the
Corporation’s and ESH REIT’s charters, shares of common stock of the Corporation and shares of Class B common stock of
ESH REIT are transferrable and tradable only in combination as units, each unit consisting of one share of the Corporation’s
common stock and one share of ESH REIT Class B common stock.
The Company uses Adjusted FFO and Adjusted FFO per diluted Paired Share when evaluating our performance because
we believe the adjustment for certain additional items, described below, provides useful supplemental information to investors
regarding our ongoing operating performance and that the presentation of Adjusted FFO and Adjusted FFO per diluted Paired
Share, when combined with the U.S. GAAP presentation of net income and net income per common share, is beneficial to the
overall understanding of our ongoing performance.
The Company adjusts FFO for the following items, net of tax, that are not addressed in NAREIT’s definition of FFO, and
refers to this measure as Adjusted FFO:
• Debt modification and extinguishment costs — We exclude charges related to the write-off of unamortized deferred
—
financing costs, prepayment penalties and other costs associated with the modification and/or extinguishment of debt as
we believe they are not reflective of our ongoing or future operating performance.
•
Other (income) expense—We exclude the effect of expenses or income that we do not consider reflective of ongoing or
future operating performance, including the following: mark-to-market impact of interest rate hedges and certain other
non-operating income.
Adjusted FFO per diluted Paired Share is defined as Adjusted FFO divided by the weighted average number of Paired
Shares outstanding on a diluted basis. Until such time as the number of outstanding common shares of the Corporation and Class
B common shares of ESH REIT differ, we believe Adjusted FFO per diluted Paired Share is useful to investors, as it represents a
measure of the economic risks and rewards related to an investment in our Paired Shares.
FFO, Adjusted FFO and Adjusted FFO per diluted Paired Share as presented may not be comparable to similar measures
calculated by other REITs or real estate companies that include a REIT as part of their legal entity structure. In particular, due to
the fact that we present these measures for the Company on a consolidated basis (i.e., including the impact of franchise fees,
management fees and income taxes), FFO, Adjusted FFO and Adjusted FFO per diluted Paired Share, may be of limited use to
investors comparing our results only to REITs. This information should not be considered as an alternative to net income of the
Company, the Corporation or ESH REIT, net income per share of common stock of the Corporation, net income per share of
Class A or Class B common stock of ESH REIT or any other measure of the Company, the Corporation or ESH REIT calculated
in accordance with U.S. GAAP. Real estate related depreciation and amortization expense will continue to be incurred and is not
reflected in FFO, Adjusted FFO or Adjusted FFO per diluted Paired Share. Additionally, impairment charges, gains or losses on
sales of hotel properties and other charges or income incurred in accordance with U.S. GAAP may occur and are not reflected in
FFO, Adjusted FFO or Adjusted FFO per diluted Paired Share. Management separately considers the impact of these excluded
items to the extent they are material to operating decisions and assessments of operating performance. The Company’s
consolidated statements of operations include these items, all of which should be considered when evaluating our performance,
in addition to our non-GAAP financial measures.
We believe that FFO, Adjusted FFO and Adjusted FFO per diluted Paired Share are not meaningful or useful measures for
ESH REIT on a stand-alone basis due to the fact that a Paired Share represents an investment in the Company, as a single,
consolidated enterprise, which is reflected in the consolidated Company results of operations; therefore, we believe these
performance measures are most useful for the consolidated Company only.
63
The following table provides a reconciliation of net income attributable to Extended Stay America, Inc. common
shareholders to FFO, Adjusted FFO and Adjusted FFO per diluted Paired Share for the Company for the years ended
December 31, 2018, 2017 and 2016 (in thousands, except per Paired Share data):
Net income per Extended Stay America, Inc. common share - diluted
Net income attributable to Extended Stay America, Inc. common shareholders
Noncontrolling interests attributable to Class B common shares of ESH REIT
Real estate depreciation and amortization
Impairment of long-lived assets
Gain on sale of hotel properties
Tax effect of adjustments to net income attributable to Extended Stay America,
Inc. common shareholders
FFO
Debt modification and extinguishment costs
Other (income) expense(1)
Tax effect of adjustments to FFO
Adjusted FFO
Adjusted FFO per Paired Share - diluted
Weighted Average Paired Shares outstanding - diluted
Year Ended December 31,
2017
2018
0.59
112,864
98,876
204,095
43,600
(42,478)
(34,517)
382,440
1,621
(1,208)
(70)
382,783
2.02
189,821
$
$
$
$
0.41
78,847
93,325
224,559
25,169
(9,973)
(56,883)
355,044
2,351
314
(639)
357,070
1.84
193,670
$
$
$
$
$
$
$
$
2016
0.35
69,932
93,404
216,950
9,828
—
(50,728)
339,386
26,233
—
(6,286)
359,333
1.79
200,736
________________________
(1)
Includes mark-to-market impact of interest rate hedges and certain other non-operating income.
Paired Share Income, Adjusted Paired Share Income and Adjusted Paired Share Income per diluted Paired Share
We present Paired Share Income, Adjusted Paired Share Income and Adjusted Paired Share Income per diluted Paired
Share as supplemental measures of the Company’s performance. We believe that these are useful measures for investors since
our Paired Shares, directly through the pairing of the common stock of the Corporation and Class B common stock of ESH
REIT, and indirectly through the Corporation’s ownership of the Class A common stock of ESH REIT, entitle holders to
participate in 100% of the common equity and earnings of both the Corporation and ESH REIT. As required by U.S. GAAP, net
income attributable to Extended Stay America, Inc. common shareholders excludes earnings attributable to ESH REIT’s Class B
common shares, a noncontrolling interest. Based on the limitation on transfer provided for in each of the Corporation’s and ESH
REIT’s charters, shares of common stock of the Corporation and shares of Class B common stock of ESH REIT are transferrable
and tradable only in combination as units, each unit consisting of one share of the Corporation’s common stock and one share of
ESH REIT Class B common stock. As a result, we believe that Paired Share Income, Adjusted Paired Share Income and
Adjusted Paired Share Income per diluted Paired Share represent useful measures to holders of our Paired Shares.
Paired Share Income is defined as the sum of net income attributable to Extended Stay America, Inc. common shareholders
and noncontrolling interests attributable to Class B common shares of ESH REIT. Adjusted Paired Share Income is defined as
Paired Share Income adjusted for items that, net of income taxes, we believe are not reflective of ongoing or future operating
performance. We adjust Paired Share Income for the following items, net of income taxes, where applicable for each period
presented, and refer to this measure as Adjusted Paired Share Income: debt modification and extinguishment costs, impairment
of long-lived assets, gain on sale of hotel properties and other expenses such as loss on disposal of assets, non-operating income
(expense), including mark-to-market impact of interest rate hedges and foreign currency transaction costs, and certain costs
associated with acquisitions, dispositions and capital transactions. With the exception of equity-based compensation, an ongoing
charge, and debt modification and extinguishment costs, these adjustments (other than the effect of income taxes) are the same as
those used in the reconciliation of net income calculated in accordance with U.S. GAAP to EBITDA and Adjusted EBITDA.
Adjusted Paired Share Income per diluted Paired Share is defined as Adjusted Paired Share Income divided by the number
of Paired Shares outstanding on a diluted basis. Until such time as the number of outstanding common shares of the Corporation
and Class B common shares of ESH REIT differ, we believe Adjusted Paired Share Income per diluted Paired Share is useful to
investors, as it represents one measure of the economic risks and rewards related to an investment in our Paired Shares. We
believe that Paired Share Income, Adjusted Paired Share Income and Adjusted Paired Share Income per diluted Paired Share
provide meaningful indicators of the Company’s operating performance in addition to separate and/or individual analyses of net
64
income attributable to common shareholders of the Corporation and net income attributable to Class B common shareholders of
ESH REIT, each of which is impacted by specific U.S. GAAP requirements, including the recognition of contingent lease rental
revenues and the recognition of lease rental revenues on a straight-line basis, and may not reflect how cash flows and/or earnings
are generated on an individual entity or a total enterprise basis. Paired Share Income, Adjusted Paired Share Income and
Adjusted Paired Share Income per diluted Paired Share should not be considered as an alternative to net income of the Company,
the Corporation, or ESH REIT, net income per share of common stock of the Corporation, net income per share of Class A or
Class B common stock of ESH REIT or any other measure of the Company, the Corporation or ESH REIT calculated in
accordance with U.S. GAAP.
We believe that Paired Share Income, Adjusted Paired Share Income and Adjusted Paired Share Income per diluted Paired
Share are not meaningful or useful measures for ESH REIT on a stand-alone basis due to the fact that a Paired Share represents
an investment in the Company, as a single, consolidated enterprise, which is reflected in the consolidated Company results of
operations; therefore, we believe these performance measures are meaningful for the consolidated Company only.
The following table provides a reconciliation of net income attributable to Extended Stay America, Inc. common
shareholders to Paired Share Income, Adjusted Paired Share Income and Adjusted Paired Share Income per diluted Paired Share
for the years ended December 31, 2018, 2017 and 2016 (in thousands, except per Paired Share data):
Net income per Extended Stay America, Inc. common share - diluted
Net income attributable to Extended Stay America, Inc. common
shareholders
Noncontrolling interests attributable to Class B common shares of
ESH REIT
Paired Share Income
Debt modification and extinguishment costs
Impairment of long-lived assets
Gain on sale of hotel properties
Other expense(1)
Tax effect of adjustments to Paired Share Income
Adjusted Paired Share Income
Adjusted Paired Share Income per Paired Share – diluted
Weighted average Paired Shares outstanding – diluted
Year Ended December 31,
2018
2017
2016
0.59
112,864
98,876
211,740
1,621
43,600
(42,478)
2,860
(937)
216,406
1.14
189,821
$
$
$
$
0.41
78,847
93,325
172,172
2,351
25,169
(9,973)
9,467
(6,241)
192,945
1.00
193,670
$
$
$
$
0.35
69,932
93,404
163,336
26,233
9,828
—
10,281
(10,671)
199,007
0.99
200,736
$
$
$
$
________________________
(1)
Includes loss on disposal of assets, non-operating income (expense), including mark-to-market impact of interest rate hedges and foreign currency
transaction costs, and certain costs associated with acquisitions, dispositions and capital transactions. Loss on disposal of assets totaled $3.4 million, $8.6
million and $10.7 million, respectively.
Inflation
We do not believe that inflation had a material effect on our business during the years ended December 31, 2018, 2017 or
2016. Although we believe that increases in the rate of inflation will generally result in comparable increases in hotel room
rates, severe inflation could contribute to a slowing of the national economy. Such a slowdown could result in a reduction in
room rates and fewer room reservations, negatively impacting our results of operations.
Liquidity and Capital Resources
Company Overview
On a consolidated basis, we have historically generated significant cash flow from operations and have financed our
ongoing business, including execution of our strategic objectives, primarily with existing cash, cash flow generated from
65
operations, borrowings under our revolving credit facilities, as needed, and in certain instances, proceeds from asset
dispositions. We generated cash flow from operations of $449.9 million for the year ended December 31, 2018.
Our current liquidity requirements consist primarily of funds necessary to pay for (i) hotel operating expenses, (ii) capital
expenditures, including those capital expenditures incurred to perform hotel renovations, repurpose and/or rebuild certain
hotels, construct new hotels and acquire additional hotel properties and/or other lodging companies, (iii) investments in
franchise, management and other fee programs, (iv) general and administrative expenses, (v) interest expense, (vi) income
taxes, (vii) Paired Share repurchases, (viii) Corporation distributions and required ESH REIT distributions and (ix) certain other
growth and strategic initiatives (See “—Overview”). We expect to fund our current liquidity requirements from a combination
of cash on hand, cash flow generated from operations, borrowings under our revolving credit facilities, as needed, and, in
certain instances, proceeds from asset dispositions.
t
Long-term liquidity requirements consist of funds necessary to (i) complete future hotel renovations, (ii) repurpose and/or
rebuild certain existing hotels, (iii) construct new Extended Stay America-branded hotels, (iv) acquire additional hotel
properties and/or other lodging companies, (v) execute our other growth and strategic initiatives, (vi) pay distributions and (vii)
refinance (including prior to or in connection with debt maturity payments) the 2016 Term Facility and the 2025 Notes
maturing in August 2023 and May 2025, respectively. See Note 7 to the consolidated financial statements of Extended Stay
America, Inc. and Note 6 to the consolidated financial statements of ESH Hospitality, Inc., included in Item 8 of this combined
annual report on Form 10-K, for additional detail related to our debt obligations.
With respect to our long-term liquidity requirements, specifically our ability to refinance our existing outstanding debt
obligations, we cannot assure you that the Corporation and/or ESH REIT will be able to refinance any debt on attractive terms
at or before maturity, on commercially reasonable terms or at all, or the timing of any such refinancing. We expect to meet our
long-term liquidity requirements through various sources of capital, including future debt financings or equity issuances by the
Corporation and/or ESH REIT, existing working capital, cash flow generated from operations and, in certain instances,
proceeds from asset dispositions. However, there are a number of factors that may have a material adverse effect on our ability
to access these capital sources, including the current and future state of overall capital and credit markets, our degree of
leverage, the value of our unencumbered assets and borrowing restrictions imposed by existing or prospective lenders, general
market conditions for the lodging industry, our operating performance and liquidity and market perceptions about us. The
success of our business strategies will depend, in part, on our ability to access these various capital sources. There can be no
assurance that we will be able to raise any such financing on terms acceptable to us or at all.
The Company had unrestricted cash and cash equivalents of $287.5 million at December 31, 2018. Based upon the current
level of operations, management believes that our cash flow from operations, together with our cash balances and available
borrowings under our revolving credit facilities, will be adequate to meet our anticipated funding requirements and business
objectives for the foreseeable future. We regularly review our capital structure and at any time may refinance or repay existing
indebtedness, incur new indebtedness or purchase debt or equity securities.
In May 2018, ESH REIT entered into a third amendment to the ESH REIT 2016 Term Facility, as amended, with the
lenders thereunder (such amendment, the “Third Repricing Amendment”). The Third Repricing Amendment had the following
impact on the ESH REIT 2016 Term Facility: (i) decreased the interest rate spread on term loans based on LIBOR rate from (a)
2.00% to 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”), and
(b) 2.25% to 2.00% for any period other than a Level 1 Period, and (ii) decreased the interest rate spread on base rate term loans
from (a) 1.00% to 0.75% during a Level 1 Period, and (b) 1.25% to 1.00% for any period other than a Level 1 Period. See Note
7 to the consolidated financial statements of Extended Stay America, Inc., included in Item 8 of this combined annual report on
Form 10-K, for additional detail on the 2016 Term Facility.
In August 2016, ESH REIT entered into a credit agreement providing for senior secured credit facilities (collectively, the
“2016 ESH REIT Credit Facilities”) consisting of a $1,300.0 million senior secured term loan facility (the “2016 Term
Facility”) and a $350 million senior secured revolving credit facility (the “2016 ESH REIT Revolving Credit Facility”). ESH
REIT borrowed $1,300.0 million at 99.5% of par value under the 2016 Term Facility and $50.0 million under the 2016 ESH
REIT Revolving Credit Facility upon closing. Also in August 2016, the Corporation and ESH REIT entered into an agreement
providing for an unsecured intercompany credit facility (the “Unsecured Intercompany Facility”), under which ESH REIT
borrowed $75.0 million from the Corporation upon closing of the facility. ESH REIT used the proceeds from the 2016 Term
Facility, the 2016 ESH REIT Revolving Credit Facility and the Unsecured Intercompany Facility, together with cash on hand,
to fully repay the outstanding balance under ESH REIT’s previous mortgage loan. As of December 31, 2018, ESH REIT had
repaid $163.4 million of the outstanding balance on the 2016 Term Facility and had repaid the full balance outstanding on both
the Unsecured Intercompany Facility and the 2016 ESH REIT Revolving Credit Facility. For a description of the 2016 ESH
66
REIT Credit Facilities, the Unsecured Intercompany Facility and the Corporation revolving credit facility, see Note 7 to the
consolidated financial statements of Extended Stay America, Inc. and Note 6 to the consolidated financial statements of ESH
Hospitality, Inc., included in Item 8 of this combined annual report on Form 10-K.
In March 2016, ESH REIT issued $800.0 million of additional 2025 Notes at 98.5% par value. ESH REIT received net
proceeds of $772.8 million which, together with cash on hand, were used to fully repay the balance outstanding under its
previous term loan facility and repay a portion of the outstanding balance under its previous mortgage loan. For a description of
the 2025 Notes, see Note 7 to the consolidated financial statements of Extended Stay America, Inc. and Note 6 to the
consolidated financial statements of ESH Hospitality, Inc., included in Item 8 of this combined annual report on Form 10-K.
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 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 December 31, 2018,
the Corporation and ESH REIT repurchased and retired their respective portion of 17.3 million Paired Shares for $287.6
million. As of February 22, 2019, $112.5 million is remaining under the Paired Share repurchase program.
Distributions. On February 27, 2019, the Board of Directors of ESH REIT declared a cash distribution of $0.15 per Class
A and Class B common share for the fourth quarter of 2018. Additionally, the Board of Directors of the Corporation declared a
cash distribution of $0.07 per common share for the fourth quarter of 2018. These distributions, which total $0.22 per Paired
Share, will be payable on March 28, 2019 to shareholders of record as of March 14, 2019.
The following table outlines distributions declared or paid during the years ended December 31, 2018, 2017 and 2016:
Declaration
Date
Record Date
Date Paid
ESH REIT
Distribution
Corporation
Distribution
Total
Distribution
2018
2017
2016
10/31/2018
11/15/2018
11/29/2018
7/25/2018
4/26/2018
2/27/2018
8/9/2018
8/23/2018
5/11/2018
5/25/2018
3/13/2018
3/27/2018
11/7/2017
11/21/2017
12/5/2017
8/1/2017
8/15/2017
8/29/2017
4/27/2017
2/28/2017
5/11/2017
5/25/2017
3/14/2017
3/28/2017
10/25/2016
11/8/2016
11/22/2016
7/28/2016
4/26/2016
2/23/2016
8/11/2016
8/25/2016
5/10/2016
5/24/2016
3/8/2016
3/22/2016
$0.14
$0.18
$0.16
$0.15
$0.10
$0.14
$0.14
$0.15
$0.03
$0.10
$0.15
$0.15
$0.08
$0.04
$0.06
$0.06
$0.11
$0.07
$0.07
$0.04
$0.16
$0.09
$0.04
$0.02
$0.22
$0.22
$0.22
$0.21
$0.21
$0.21
$0.21
$0.19
$0.19
$0.19
$0.19
$0.17
In the future, we intend to maintain or increase our current distribution of $0.22 per Paired Share per quarter unless our
consolidated results of operations, net income, Adjusted EBITDA, liquidity, cash flows, financial condition or prospects,
economic conditions or other factors, including future capital expenditures and asset dispositions, differ materially from our
current assumptions. We intend to make a significant portion of our expected total annual distributions in respect of the Class B
common stock of ESH REIT. In the event distributions in respect of the Class B common stock of ESH REIT are not sufficient
to meet our expected Paired Share distributions and/or additional tax efficiency opportunities exist, the expected Paired Share
distributions may include, as they have in prior periods, distributions in respect of the common stock of the Corporation using
funds distributed to the Corporation in respect of the Class A common stock of ESH REIT, after allowance for tax, if any, on
those funds. For the year ended December 31, 2018, the Corporation’s common distributions were classified as 100% qualified
dividends and ESH REIT’s distributions per Class A and Class B common shares were classified as 100% ordinary income. See
67
“Item 5—Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—
Distribution Policies” in Item 5 of this combined annual report on Form 10-K for a description of our distribution policies.
The Corporation
The Corporation’s primary source of liquidity is distribution income it receives in respect of its ownership of 100% of the
Class A common stock of ESH REIT, which as of December 31, 2018, represents approximately 57% of outstanding common
stock of ESH REIT. Other sources of liquidity include income from the operations of the Operating Lessees, ESA Management,
ESH Strategies and ESH Strategies Franchise.
In August 2016, the Corporation and ESH REIT entered into an unsecured intercompany credit facility (the “Unsecured
Intercompany Facility”). As of December 31, 2018, the outstanding balance under the Unsecured Intercompany Facility was $0.
Subject to certain conditions, the Corporation may loan to ESH REIT up to the greater of $300.0 million and an amount based
on ESH REIT’s Loan-to-Value Ratio under the Unsecured Intercompany Facility. See Note 7 to the consolidated financial
statements of Extended Stay America, Inc., included in Item 8 of this combined annual report on Form 10-K, for additional
detail on the Unsecured Intercompany Facility.
The Corporation’s current liquidity requirements consist primarily of funds necessary to pay for or fund (i) hotel
operating expenses, (ii) general and administrative expenses, (iii) interest expense on its outstanding mandatorily redeemable
voting preferred stock, (iv) income taxes, (v) investments in its franchise, management and other fee programs, (vi) Paired
Share repurchases, and (vii) Corporation distributions. The Corporation expects to fund its current liquidity requirements from a
combination of cash on hand, cash flow generated from operations (including distribution income it receives in respect of its
ownership of 100% of the Class A common stock of ESH REIT) and borrowings under its revolving credit facility, as needed.
The Corporation’s long-term liquidity requirements will also include the repayment of any outstanding amounts under its
revolving credit facility and the repayment of its 8% mandatorily redeemable voting preferred stock outstanding, the total par
value of which is $7.1 million, in November 2020. On or after November 15, 2018, holders of the mandatorily redeemable
voting preferred stock have the right to require the Corporation to redeem in cash the mandatorily redeemable voting preferred
stock at $1,000 per share plus any accumulated unpaid dividends. See Note 7 to the consolidated financial statements of
Extended Stay America, Inc., included in Item 8 of this combined annual report on Form 10-K, for additional detail on the
Corporation’s debt obligations.
The Corporation is expected to continue to pay distributions on its common stock to meet a portion of our expected
distribution rate on our Paired Shares. The Corporation’s ability to pay distributions is dependent upon its results of operations,
net income, liquidity, cash flows, financial condition or prospects, economic conditions, the ability to effectively execute certain
tax planning strategies, compliance with applicable law, the receipt of distributions from ESH REIT in respect of the Class A
common stock, level of indebtedness, capital requirements, contractual restrictions, restrictions in any existing and future debt
agreements of the Corporation and ESH REIT and other factors. The payment of distributions in the future will be at the
discretion of the Corporation’s Board of Directors.
From time to time, the Corporation may return additional cash to ESH REIT in order for ESH REIT to pay for or fund (i)
its current and long-term liquidity requirements, (ii) capital expenditures (see “—Liquidity and Capital Resources - ESH
REIT”), (iii) outstanding debt obligations or (iv) for other corporate purposes. The Corporation may transfer cash to ESH REIT
through the purchase of additional shares of Class A common stock, which would increase its ownership of ESH REIT and
reduce the Company’s overall tax efficiency. Additionally, the Corporation may loan funds to ESH REIT under the Unsecured
Intercompany Facility or an additional intercompany facility, subject to the conditions contained in the 2016 ESH REIT Credit
Facilities, the 2025 Notes and the Unsecured Intercompany Facility. See Note 7 to the consolidated financial statements of
Extended Stay America, Inc., included in Item 8 of this combined annual report on Form 10-K.
Based upon the current level of operations, management believes that the Corporation’s cash position, cash flow generated
from operations and available borrowings under its revolving credit facility, as needed, will be adequate to meet all of the
Corporation’s funding requirements and business objectives for the foreseeable future.
ESH REIT
ESH REIT’s primary source of liquidity is rental revenues derived from leases. The initial lease term of the operating
leases expired in October 2018. In connection with the five-year renewal of the lease agreements, amended and restated leases
were executed effective November 1, 2018. At such time, minimum and percentage rents were adjusted to reflect then-current
market terms. ESH REIT’s current liquidity requirements include funds necessary to pay (i) fixed costs associated with
68
ownership of hotel properties, including interest expense, (ii) scheduled principal payments on its outstanding indebtedness,
including the repayment of outstanding amounts, if any, under the 2016 ESH REIT Credit Facilities and the Unsecured
Intercompany Facility, (iii) real estate tax expense, (iv) property insurance expense, (v) general and administrative expense,
including administrative service costs reimbursed to the Corporation, (vi) capital expenditures, including those capital
expenditures incurred to perform hotel renovations, repurpose and/or rebuild certain hotels, construct new hotels and acquire
additional hotel properties and/or other lodging companies, (vii) Paired Share repurchases and (viii) the payment of
distributions.
ESH REIT’s long-term liquidity requirements include funds necessary to (i) complete future hotel renovations, (ii)
repurpose and/or rebuild certain of ESH REIT’s existing hotel properties, (iii) build new Extended Stay America-branded
owned hotels, (iv) acquire additional hotel properties and/or other lodging companies, (v) pay distributions and (vi) refinance
(including prior to or in connection with debt maturity payments) the 2016 Term Facility and the 2025 Notes maturing in
August 2023 and May 2025, respectively. See Note 6 to the consolidated financial statements of ESH Hospitality, Inc. in Item 8
of this combined annual report on Form 10-K for additional detail on ESH REIT’s debt obligations.
In order to qualify and maintain its status as a REIT, ESH REIT must distribute annually to its shareholders an amount at
least equal to:
•
•
90% of its REIT taxable income, computed without regard to the deduction for dividends paid and excluding any net
capital gain; plus
90% of the excess of its net income, if any, from foreclosure property over the tax imposed on such income by the
Code; less
•
the sum of certain items of non-cash income that exceeds a percentage of ESH REIT’s income.
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. ESH REIT is subject to income
tax on its taxable income that is not distributed and to an excise tax to the extent that certain percentages of its taxable income
are not distributed by specified dates. To the extent distributions in respect of the Class B common stock of ESH REIT are not
sufficient to meet our expected Paired Share distributions, Paired Share distributions are expected to be completed through
distributions in respect of the common stock of the Corporation, as they have been in prior periods, using funds distributed to
the Corporation in respect of the Class A common stock of ESH REIT, after allowance for tax, if any, on those funds.
Due to REIT distribution requirements, ESH REIT has historically not accumulated significant amounts of cash. As a
result and as discussed above, we expect that ESH REIT will need to refinance all or a portion of its outstanding debt, including
the 2016 ESH REIT Credit Facilities and the 2025 Notes, on or before maturity. See Note 6 to the consolidated financial
statements of ESH Hospitality, Inc. in Item 8 of this combined annual report on Form 10-K for additional detail on ESH REIT’s
debt obligations. We cannot assure you that ESH REIT will be able to refinance any of its debt on attractive terms at or before
maturity, on commercially reasonable terms or at all.
Based upon the current level of operations, management believes that ESH REIT’s cash position, cash flow generated
from operations and available borrowings under its revolving credit facility and the Unsecured Intercompany Facility, as
needed, and, in certain circumstances, proceeds from asset sales, will be adequate to meet all of ESH REIT’s funding
requirements and business objectives for the foreseeable future.
69
Sources and Uses of Cash – The Company
The following cash flow tables and comparisons are provided for the Company:
Comparison of Years Ended December 31, 2018 and December 31, 2017
We had total cash, cash equivalents and restricted cash of $303.3 million and $151.0 million at December 31, 2018 and
2017, respectively. The following table summarizes the changes in our cash, cash equivalents and restricted cash as a result of
operating, investing and financing activities for the years ended December 31, 2018 and 2017 (in thousands):
Cash provided by (used in):
Operating activities
Investing activities
Financing activities
Effects of changes in exchange rate on cash, cash equivalents and
restricted cash
Net increase in cash, cash equivalents and restricted cash
Cash Flows provided by Operating Activities
Year Ended December 31,
2017
2018
Change ($)
$
$
449,850
$
446,520
$
106,276
(403,607)
(99,140)
(302,471)
3,330
205,416
(101,136)
(157)
293
(450)
152,362
$
45,202
$
107,160
Cash flows provided by operating activities totaled $449.9 million for the year ended December 31, 2018 compared to
$446.5 million for the year ended December 31, 2017, an increase of $3.3 million. Cash flows provided by operating activities
increased for the year ended December 31, 2018 due to a decrease in income tax payments of $17.1 million and interest
payments of $5.4 million, as well as an increase in cash flows provided by franchise and management fees. This increase was
partially offset by a decrease in hotel operating cash flow as a result of asset dispositions in 2018.
Cash Flows provided by (used in) Investing Activities
Cash flows provided by investing activities totaled $106.3 million for the year ended December 31, 2018 compared to
cash flows used in investing activities of $99.1 million for the year ended December 31, 2017, an increase of $205.4 million.
Cash flows provided by investing activities increased primarily due to a $245.1 million increase in proceeds received from the
sale of hotel properties during the year ended December 31, 2018 compared with the year ended December 31, 2017. This
increase was partially offset by the acquisition of an operating hotel during the year ended December 31, 2018 and an increase
in the Company’s investment in property and equipment, including hotel development in process, of $27.1 million.
Cash Flows used in Financing Activities
Cash flows used in financing activities totaled $403.6 million for the year ended December 31, 2018 compared to $302.5
million for the year ended December 31, 2017, an increase of $101.1 million. Cash flows used in financing activities increased
mainly due to an increase in net debt repayments of $86.0 million, an increase in Paired Share repurchases of $23.1 million and
an increase in Paired Share distributions of $6.8 million. These increases were partially offset by a $14.1 million decrease in the
cash used for the repurchase of Corporation mandatorily redeemable preferred stock.
70
Comparison of Years Ended December 31, 2017 and December 31, 2016
We had cash, cash equivalents and restricted cash of $151.0 million and $105.8 million at December 31, 2017 and 2016,
respectively. The following table summarizes the changes in our cash, cash equivalents and restricted cash as a result of
operating, investing and financing activities for the years ended December 31, 2017 and 2016 (in thousands):
Cash provided by (used in):
Operating activities
Investing activities
Financing activities
Effects of changes in exchange rate on cash, cash equivalents and
restricted cash
Net increase (decrease) in cash, cash equivalents and restricted cash
Cash Flows provided by Operating Activities
Year Ended December 31,
2016
2017
Change ($)
$
$
446,520
$
422,404
$
(99,140)
(302,471)
(222,266)
(551,945)
293
(76)
45,202
$
(351,883) $
24,116
123,126
249,474
369
397,085
Cash flows provided by operating activities totaled $446.5 million for the year ended December 31, 2017 compared to
$422.4 million for the year ended December 31, 2016, an increase of $24.1 million. Cash flows provided by operating activities
increased for the year ended December 31, 2017 due to additional cash generated from improved operating performance,
specifically a 1.7% increase in RevPAR, as well as a decrease in income tax payments of $23.2 million, partially offset by an
increase in cash payments for interest of $6.4 million.
Cash Flows used in Investing Activities
Cash flows used in investing activities totaled $99.1 million for the year ended December 31, 2017 compared to
$222.3 million for the year ended December 31, 2016, a decrease of $123.1 million. Cash flows used in investing activities
decreased due to a decrease in the Company’s investment in property and equipment of $58.9 million as a result of the
completion of our prior cyclical hotel renovation program during 2017. Additionally, we received proceeds of $63.9 million
related to the sale of four hotels during the year ended December 31, 2017.
Cash Flows used in Financing Activities
Cash flows used in financing activities totaled $302.5 million for the year ended December 31, 2017 compared to
$551.9 million for the year ended December 31, 2016, a decrease of $249.5 million. Cash flows used in financing activities
decreased mainly due to a decrease in net debt repayments of $144.4 million, including payment of deferred financing costs, a
decrease in Paired Share repurchases of $77.6 million, as well as a decrease in Paired Share distributions of $41.2 million as a
result of a special distribution paid in January 2016. These decreases in cash used in financing activities were partially offset by
a $14.1 million increase in cash used for the repurchase of Corporation mandatorily redeemable preferred stock in 2017.
71
Sources and Uses of Cash – ESH REIT
The following cash flow tables and comparisons are provided for ESH REIT:
Comparison of Years Ended December 31, 2018 and December 31, 2017
ESH REIT had cash, cash equivalents and restricted cash of $178.5 million and $54.9 million at December 31, 2018 and
2017, respectively. The following table summarizes the changes in ESH REIT’s cash, cash equivalents and restricted cash as a
result of operating, investing and financing activities for the years ended December 31, 2018 and 2017 (in thousands):
Cash provided by (used in):
Operating activities
Investing activities
Financing activities
Net increase in cash, cash equivalents and restricted cash
Cash Flows provided by Operating Activities
Year Ended December 31,
2017
2018
Change ($)
$
$
466,458
$
473,593
$
111,718
(454,553)
(102,506)
(370,022)
123,623
$
1,065
$
(7,135)
214,224
(84,531)
122,558
Cash flows provided by operating activities totaled $466.5 million for the year ended December 31, 2018 compared to
$473.6 million for the year ended December 31, 2017, a decrease of $7.1 million. Cash flows provided by operating activities
decreased due to a decrease in rental revenues of $16.1 million, as a result of ESH REIT’s hotel dispositions in 2018, partially
offset by a decrease in cash interest payments of $7.3 million and cash income tax payments of $1.8 million.
Cash Flows provided by (used in) Investing Activities
Cash flows provided by investing activities totaled $111.7 million for the year ended December 31, 2018 compared to
cash flows used in investing activities of $102.5 million for the year ended December 31, 2017, an increase of $214.2 million.
Cash flows provided by investing activities increased due to an increase in proceeds received from the sale of hotel properties
of $251.1 million during the year ended December 31, 2018 compared to the year ended December 31, 2017. This increase was
partially offset by an increase in ESH REIT’s investment in property and equipment of $24.5 million, including hotel
development in process, and the acquisition of an operating hotel for $12.7 million.
Cash Flows used in Financing Activities
Cash flows used in financing activities totaled $454.6 million for the year ended December 31, 2018 compared to
$370.0 million for the year ended December 31, 2017, an increase of $84.5 million. Cash flows used in financing activities
increased primarily due to a $42.2 million increase in common distributions, a $36.0 million increase in net debt repayments
and an $8.3 million increase in ESH REIT Class B common stock repurchases.
Comparison of Years Ended December 31, 2017 and December 31, 2016
ESH REIT had cash, cash equivalents and restricted cash of $54.9 million and $53.9 million at December 31, 2017 and
2016, respectively. The following table summarizes the changes in ESH REIT’s cash, cash equivalents and restricted cash as a
result of operating, investing and financing activities for the years ended December 31, 2017 and 2016 (in thousands):
Cash provided by (used in):
Operating activities
Investing activities
Financing activities
Net increase (decrease) in cash, cash equivalents and restricted cash
Year Ended December 31,
2016
2017
Change ($)
$
$
473,593
$
492,349
$
(102,506)
(370,022)
(219,299)
(503,401)
1,065
$
(230,351) $
(18,756)
116,793
133,379
231,416
72
Cash Flows provided by Operating Activities
Cash flows provided by operating activities totaled $473.6 million for the year ended December 31, 2017 compared to
$492.3 million for the year ended December 31, 2016, a decrease of $18.8 million. Cash flows provided by operating activities
decreased due to an increase in cash payments for interest of $8.1 million, as well as the sale of five hotel properties during the
year ended December 31, 2017. Percentage rental revenues decreased $6.8 million for the year ended December 31, 2017
compared to the year ended December 31, 2016.
Cash Flows used in Investing Activities
Cash flows used in investing activities totaled $102.5 million for the year ended December 31, 2017 compared to $219.3
million for the year ended December 31, 2016, a decrease of $116.8 million. Cash flows used in investing activities decreased
due to a decrease in ESH REIT’s investment in property and equipment of $58.5 million as a result of the completion of its
prior cyclical hotel renovation program during the year ended December 31, 2017. Additionally, ESH REIT received proceeds
of $58.0 million related to the sale of four hotels during the year ended December 31, 2017.
Cash Flows used in Financing Activities
Cash flows used in financing activities totaled $370.0 million for the year ended December 31, 2017 compared to
$503.4 million for the year ended December 31, 2016, a decrease of $133.4 million. Cash flows used in financing activities
changed due to a decrease in distributions on Class A and Class B common stock of $45.8 million as a result of a special
distribution paid in January 2016, a decrease in net debt repayments of $44.1 million, including payments of deferred financing
costs, as well as a decrease in ESH REIT Class B common stock repurchases of $30.9 million.
Capital Expenditures
We maintain each of our hotels in good repair and condition and in conformity with applicable laws and regulations. The
cost of all improvements and significant alterations are generally made with cash flows from operations. During the years ended
December 31, 2018, 2017 and 2016, the Company incurred capital expenditures, including development in process, of
$209.3 million, $166.4 million and $225.3 million, respectively. These capital expenditures related to land and hotel
acquisitions, development in process, cyclical hotel renovations, ordinary hotel capital improvements and investments in
information technology. Funding for future capital expenditures, including future cyclical hotel renovations, repurposing and/or
rebuilding certain of our hotel properties, building new hotels we expect to own and operate and acquiring and converting
existing hotels to the Extended Stay America brand, either as a franchise or on our balance sheet, is expected to be provided
primarily from cash flows generated from operations or, to the extent necessary, the Corporation or ESH REIT revolving credit
facilities, including the Unsecured Intercompany Facility and, in certain instances, proceeds from asset sales.
In 2019, we expect to incur capital expenditures between $310 million and $360 million. As part of these capital
expenditures, we expect to spend approximately $110 to $125 million for construction of new hotels, land acquisitions and
other future growth initiatives, $85 to $100 million for hotel renovations, further described below, and $35 to $45 million for
incremental information technology investments.
Hotel Renovations
In the fourth quarter of 2018, the Company commenced its current cyclical hotel renovation program. We completed our
prior cyclical hotel renovation program in the second quarter of 2017. Each hotel is generally on a seven-year renovation cycle.
Over the next seven years, we expect to renovate approximately 450 owned hotels. This renovation cycle is not expected to
include the same replacements and upgrades at all of the hotels across the portfolio (as was the case in our prior renovation
program), but rather includes four potential renovation packages, which will be evaluated on a hotel-by-hotel basis in order to
assess the potential return for each asset based on multiple market and hotel specific variables. These renovations range from a
base renovation for approximately $5,000 per room, which includes paint, lighting and soft goods, to a premium plus
renovation for approximately $20,000 per room, which includes a base renovation as well as new flooring, upgraded kitchens,
bathrooms, new bed frames and soft seating. As of December 31, 2018, the Company was in the process of performing
renovations at 7 hotels. Total costs incurred for ongoing and future renovations were $11.9 million as of December 31, 2018.
We expect to renovate approximately 60 to 70 hotels per year over the current seven-year renovation cycle.
Our Indebtedness
As of December 31, 2018, the Company’s total indebtedness was $2.4 billion, net of unamortized deferred financing costs
and debt discounts, including $7.1 million of Corporation mandatorily redeemable preferred stock. ESH REIT’s total
indebtedness at December 31, 2018 was $2.4 billion, net of unamortized deferred financing costs and debt discounts. For a
73
detailed discussion of our outstanding indebtedness, see Note 7 to the consolidated financial statements of Extended Stay
America, Inc. and Note 6 to the consolidated financial statements of ESH Hospitality, Inc., included in Item 8 of this combined
annual report on Form 10-K.
Contractual Obligations
The following table summarizes our contractual obligations as of December 31, 2018 (in thousands):
ESH REIT 2016 Term Facility(1)
ESH REIT 2025 Notes(2)
Corporation mandatorily redeemable
preferred stock (3)
Operating lease obligations(4)
Capital lease obligations(5)
Interest payments on outstanding debt
obligations(6)(7)(8)
Purchase obligations(9)
Total contractual obligations
yy
_________________
Total
$ 1,136,592
2019
$ 11,366
Payments Due by Period
2022
2021
$ 11,366
$ 11,366
2020
$ 11,366
1,300,000
—
—
—
7,130
87,346
5,223
—
2,779
351
7,130
2,899
375
—
2,220
384
—
—
806
386
2023
$1,091,128
Thereafter
—
$
—
1,300,000
—
545
387
—
78,097
3,340
689,333
96,556
$ 3,322,180
119,638
25,735
$ 159,869
120,749
17,728
$ 160,247
121,151
15,529
$ 150,650
121,386
15,455
$ 149,399
103,233
15,455
$1,210,748
103,176
6,654
$ 1,491,267
(1) The 2016 Term Facility is included on the Company’s consolidated balance sheet net of unamortized deferred financing costs and debt discount of
$10.5 million and $4.3 million, respectively. Contractual obligations exclude mandatory prepayments related to ESH REIT’s Excess Cash Flow for
future years as they are not currently known. Annual mandatory prepayments are due each year in the first quarter of the following year. No mandatory
prepayments are required in the first quarter of 2019 based on ESH REIT’s Excess Cash Flow for the year ended December 31, 2018.
(2) The 2025 Notes are included on the Company’s consolidated balance sheet net of unamortized deferred financing costs and debt discount of $17.9
million and $8.3 million, respectively. ESH REIT may redeem the 2025 Notes at any time at specified redemption prices.
Includes long-term ground leases at three of the Company’s hotel properties as well as lease for the Company’s corporate headquarters.
Includes capital lease obligations at one of the Company’s hotel properties and one property in development.
(3) Redeemable at the holders’ option through maturity on November 15, 2020.
(4)
(5)
(6) Floating rate interest calculated using current LIBOR plus 2.0% for the portion of the 2016 Term Facility not subject to an interest rate swap.
(7)
(8)
(9) Purchase obligations consist of commitments to vendors for information technology upgrades at our hotel properties.
Interest calculated using base rate of 2.0% plus 1.175% for portion of the 2016 Term Facility subject to interest rate swap.
Includes dividends payable on the Corporation’s mandatorily redeemable preferred stock and ESH REIT’s preferred stock.
Off-Balance Sheet Arrangements
Neither the Corporation nor ESH REIT have off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources. See Note 12 to the consolidated financial statements of Extended Stay America, Inc. and Note 12 to the
consolidated financial statements of ESH Hospitality, Inc., included in Item 8 of this combined annual report on Form 10-K, for
additional information with respect to commitments and contingencies, including lease obligations.
Critical Accounting Policies
Several accounting policies, described in detail in Note 2 to each of the consolidated financial statements of Extended
Stay America, Inc. and ESH Hospitality, Inc., included in Item 8 of this combined annual report on Form 10-K, require material
subjective or complex judgment and have a significant impact on the Company’s and ESH REIT’s financial condition and
results of operations, as applicable. The following represent certain critical accounting policies that require us to exercise our
business judgment or make significant estimates:
•
•
•
Property and equipment—Policies related to property and equipment include significant judgment related to the
assessment of impairment and estimates with respect to assets’ useful lives, which materially impact depreciation
expense. Judgments related to the assessment of impairment of long-lived assets include asset holding period, future
operating performance (i.e., projections of future cash flow) and current and/or future market conditions.
Investments—Policies related to accounting for investments, specifically the consolidation of subsidiaries and other
entities, including variable interest entities, have the potential to materially impact the presentation of the Company's
and ESH REIT's consolidated financial statements.
Rental revenue recognition—For ESH REIT, policies related to rental revenues generated from leases involve
judgment that materially impacts total revenues due to the contingent nature of a significant portion of ESH REIT’s
lease rental revenues.
74
•
•
Income taxes—Policies related to income taxes involve judgment and complexity, including analysis of the
Corporation’s ownership in ESH REIT, the valuation of deferred tax assets and liabilities and the execution and
performance of REIT-related compliance matters.
Equity-based compensation—Policies related to equity-based compensation include judgment and complexity due to
the fact that the Corporation and ESH REIT are each compensated for their respective portion of equity-based awards
granted and settled in Paired Shares, as well as the fact that a portion of these equity-based awards have historically
been market-based and include complexity with respect to the determination of grant-date fair value.
Recent Accounting Pronouncements
For discussion of recently issued accounting standards, see Note 2 to each of the consolidated financial statements of
Extended Stay America, Inc. and ESH Hospitality, Inc., included in Item 8 of this combined annual report on Form 10-K.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
The Corporation and ESH REIT may seek to reduce earnings and cash flow volatility associated with changes in interest
rates and commodity prices by entering into financial arrangements to provide a hedge against a portion of the risks associated
with such volatility, when applicable. We have exposure to such risks to the extent they are not hedged. We may enter into
derivative financial arrangements to the extent they meet the foregoing objectives. We do not use derivatives for trading or
speculative purposes.
The Corporation
As of December 31, 2018, the Corporation had minimal exposure to market risk from changes in interest rates because it
had no variable rate debt as there were no outstanding amounts drawn on the Corporation revolving credit facility. The
Corporation’s exposure to market risk from changes in interest rates may increase in future periods should the Corporation
incur variable rate debt, including draws on the Corporation’s revolving credit facility.
ESH REIT
As of December 31, 2018, $1.1 billion of ESH REIT’s outstanding debt of $2.4 billion, net of unamortized deferred
financing costs and debt discounts, had a variable interest rate. ESH REIT is a counterparty to an interest rate swap at a fixed
rate of 1.175%. The notional amount of the interest rate swap as of December 31, 2018 was $300.0 million, which is reduced
by $50.0 million every six months until the swap matures in September 2021. The remaining $836.6 million of outstanding
variable interest rate debt not subject to the interest rate swap remains subject to interest rate risk. If market rates of interest
were to fluctuate by 1.0%, interest expense would increase or decrease by $8.4 million annually, assuming that the amount
outstanding under ESH REIT’s unhedged variable interest rate debt remains at $836.6 million.
75
Item 8.
Financial Statements and Supplementary Data
INDEX TO FINANCIAL STATEMENTS
EXTENDED STAY AMERICA, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL
STATEMENTS
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2018 and 2017
Consolidated Statements of Operations for the Years Ended December 31, 2018, 2017 and 2016
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2018, 2017
and 2016
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2018, 2017 and
2016
Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017 and 2016
Notes to Consolidated Financial Statements
ESH HOSPITALITY, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL
STATEMENTS
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2018 and 2017
Consolidated Statements of Operations for the Years Ended December 31, 2018, 2017 and 2016
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2018, 2017
and 2016
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2018, 2017 and
2016
Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017 and 2016
Notes to Consolidated Financial Statements
FINANCIAL STATEMENT SCHEDULE
Schedule III—Real Estate and Accumulated Depreciation
Page
Number
77
78
79
80
81
82
83
113
114
115
116
117
118
119
141
76
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Extended Stay America, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Extended Stay America, Inc. and subsidiaries (the
“Company”) as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income,
changes in equity, and cash flows, for each of the three years in the period ended December 31, 2018, and the related notes and
the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and
the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity
with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in
Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated February 27, 2019, expressed an unqualified opinion on the Company’s internal control over
financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Deloitte and Touche LLP
Charlotte, North Carolina
February 27, 2019
We have served as the Company’s auditor since 2010.
77
EXTENDED STAY AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2018 AND 2017
(In thousands, except share and per share data)
ASSETS
PROPERTY AND EQUIPMENT - Net of accumulated depreciation of $1,218,105 and $1,142,799
$
3,453,632
$
3,753,134
December 31,
2018
December 31,
2017
RESTRICTED CASH
CASH AND CASH EQUIVALENTS
INTANGIBLE ASSETS - Net of accumulated amortization of $11,065 and $9,690
GOODWILL
ACCOUNTS RECEIVABLE - Net of allowance for doubtful accounts of $2,075 and $2,206
DEFERRED TAX ASSETS
OTHER ASSETS
TOTAL ASSETS
LIABILITIES AND EQUITY
LIABILITIES:
Term loan facilities payable - Net of unamortized deferred financing costs and debt discount
of $14,879 and $18,695
Senior notes payable - Net of unamortized deferred financing costs and debt discount
of $26,206 and $30,344
Mandatorily redeemable preferred stock - $0.01 par value, $1,000 redemption value,
8.0%, 350,000,000 shares authorized, 7,130 and 7,133 shares issued and outstanding
Accounts payable and accrued liabilities
Total liabilities
COMMITMENTS AND CONTINGENCIES (Note 12)
EQUITY:
Common stock - $0.01 par value, 3,500,000,000 shares authorized, 188,219,605 and
192,099,933 shares issued and outstanding
Additional paid in capital
Retained earnings
Accumulated other comprehensive income
Total Extended Stay America, Inc. shareholders’ equity
Noncontrolling interests
Total equity
TOTAL LIABILITIES AND EQUITY
See accompanying notes to consolidated financial statements.
15,878
287,458
28,714
45,192
19,769
7,309
66,258
37,631
113,343
27,043
48,866
21,578
8,125
66,285
3,924,210
$
4,076,005
1,121,713
$
1,265,112
1,273,794
1,269,656
7,130
210,934
7,133
188,257
2,613,571
2,730,158
$
$
1,882
749,219
32,432
2,488
786,021
524,618
1,310,639
$
3,924,210
$
1,921
768,679
6,917
3,066
780,583
565,264
1,345,847
4,076,005
78
EXTENDED STAY AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016
(In thousands, except per share data)
REVENUES:
Room revenues
Other hotel revenues
Franchise and management fees
Other revenues from franchised and managed properties
Total revenues
OPERATING EXPENSES:
Hotel operating expenses
General and administrative expenses
Depreciation and amortization
Impairment of long-lived assets
Other expenses from franchised and managed properties
Total operating expenses
GAIN ON SALE OF HOTEL PROPERTIES, NET (Note 4)
OTHER INCOME
INCOME FROM OPERATIONS
OTHER NON-OPERATING INCOME
INTEREST EXPENSE, NET
INCOME BEFORE INCOME TAX EXPENSE
INCOME TAX EXPENSE
NET INCOME
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
NET INCOME ATTRIBUTABLE TO EXTENDED STAY AMERICA, INC.
COMMON SHAREHOLDERS
NET INCOME PER EXTENDED STAY AMERICA, INC. COMMON SHARE:
Basic
Diluted
$
$
$
Year Ended
December 31,
2018
Year Ended
December 31,
2017
Year Ended
December 31,
2016
$
1,237,311
$
1,260,868
$
1,250,865
21,871
3,310
1,262,492
12,567
1,275,059
21,857
—
19,728
—
1,282,725
1,270,593
—
—
1,282,725
1,270,593
583,029
91,094
209,329
43,600
927,052
13,217
940,269
42,478
669
377,937
(765)
124,870
253,832
42,076
211,756
(98,892)
112,864
0.60
0.59
$
$
$
585,545
94,652
229,216
25,169
934,582
—
934,582
9,973
2,959
361,075
(399)
129,772
231,702
59,514
172,188
(93,341)
78,847
0.41
0.41
$
$
$
580,772
98,045
221,309
9,828
909,954
—
909,954
—
25
360,664
(1,576)
164,537
197,703
34,351
163,352
(93,420)
69,932
0.35
0.35
WEIGHTED-AVERAGE EXTENDED STAY AMERICA, INC. COMMON
SHARES OUTSTANDING:
Basic
Diluted
189,389
189,821
193,101
193,670
200,572
200,736
See accompanying notes to consolidated financial statements.
79
EXTENDED STAY AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016
(In thousands)
NET INCOME
OTHER COMPREHENSIVE INCOME, NET OF TAX:
FOREIGN CURRENCY TRANSLATION ADJUSTMENTS:
FOREIGN CURRENCY TRANSLATION (LOSS) GAIN, NET OF
TAX OF $0, $(125) AND $1,207
RECLASSIFICATION ADJUSTMENT - SALE OF CANADIAN
HOTEL PROPERTIES, NET OF TAX OF $0, $(3,599) AND $0
TOTAL FOREIGN CURRENCY TRANSLATION ADJUSTMENTS
DERIVATIVE ADJUSTMENTS:
INTEREST RATE CASH FLOW HEDGE (LOSS) GAIN, NET OF
TAX OF $(204), $(46), AND $1,109
RECLASSIFICATION ADJUSTMENT - AMOUNTS
RECLASSIFIED TO NET INCOME, NET OF TAX OF $0
TOTAL DERIVATIVE ADJUSTMENTS
Year Ended
December 31,
2018
Year Ended
December 31,
2017
Year Ended
December 31,
2016
$
211,756
$
172,188
$
163,352
(52)
—
(52)
(394)
—
(394)
430
10,913
11,343
1,447
663
2,110
1,713
—
1,713
3,882
—
3,882
COMPREHENSIVE INCOME
COMPREHENSIVE INCOME ATTRIBUTABLE TO
NONCONTROLLING INTERESTS
COMPREHENSIVE INCOME ATTRIBUTABLE TO EXTENDED
STAY AMERICA, INC. COMMON SHAREHOLDERS
211,310
185,641
168,947
(98,647)
(98,113)
(95,876)
$
112,663
$
87,528
$
73,071
See accompanying notes to consolidated financial statements.
80
EXTENDED STAY AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016
(In thousands, except per share data)
Common Stock
Shares
Amount
Additional
Paid in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total
Extended Stay
America, Inc.
Shareholders’
Equity
Non-
controlling
Interests
Total
Equity
BALANCE - January 1, 2016
204,594
$
2,049
$
784,194
$
102,184
$
(8,754)
$
879,673
$
608,684
$ 1,488,357
Net income
Foreign currency translation gain, net
of tax
Interest rate cash flow hedge gain, net
of tax
Repurchase of Corporation common
stock and ESH REIT Class B common
stock (Paired Shares)
Corporation common distributions -
$0.31 per common share
ESH REIT common distributions -
$0.43 per Class B common share
ESH REIT preferred distributions
Adjustment to noncontrolling interest
for change in ownership of ESH REIT
Equity-based compensation
—
—
—
—
—
—
(9,415)
(94)
—
—
—
—
228
—
—
—
—
2
BALANCE - December 31, 2016
195,407
1,957
Net income
Foreign currency translation gain, net
of tax
Interest rate cash flow hedge gain, net
of tax
Repurchase of Corporation common
stock and ESH REIT Class B common
stock (Paired Shares)
Corporation common distributions -
$0.29 per common share
ESH REIT common distributions -
$0.53 per Class B common share
ESH REIT preferred distributions
Adjustment to noncontrolling interest
for change in ownership of ESH REIT
Equity-based compensation
—
—
—
—
—
—
(3,624)
(39)
—
—
—
—
317
—
—
—
—
3
—
—
—
—
—
—
—
(13,508)
4,125
774,811
—
—
—
—
—
—
—
(5,699)
(433)
BALANCE - December 31, 2017
192,100
1,921
768,679
Net income
Foreign currency translation loss, net
of tax
Cumulative effect adjustment of ASU
2017-12
Interest rate cash flow hedge loss, net
of tax
Repurchase of Corporation common
stock and ESH REIT Class B common
stock (Paired Shares)
Corporation common distributions -
$0.24 per common share
ESH REIT common distributions -
$0.63 per Class B common share
ESH REIT preferred distributions
Adjustment to noncontrolling interest
for change in ownership of ESH REIT
Equity-based compensation
—
—
—
—
—
—
—
—
(4,307)
(43)
—
—
—
—
—
—
—
—
—
426
—
—
—
—
4
(12,196)
(33,423)
—
—
(9,292)
2,028
—
—
—
—
69,932
—
—
(86,126)
(62,311)
—
—
—
—
23,679
78,847
—
—
(39,508)
(56,101)
—
—
—
—
6,917
112,864
—
377
—
(54,303)
—
1,438
1,701
—
—
—
—
—
—
(5,615)
—
7,467
1,214
—
—
—
—
—
—
3,066
—
(52)
(377)
(149)
—
—
—
—
—
—
69,932
93,420
163,352
1,438
1,701
275
2,181
1,713
3,882
(86,220)
(53,675)
(139,895)
(62,311)
—
(62,311)
—
—
(87,605)
(87,605)
(16)
(16)
(13,508)
4,127
794,832
78,847
7,467
1,214
13,508
5,635
582,407
93,341
3,876
896
—
9,762
1,377,239
172,188
11,343
2,110
(39,547)
(22,776)
(62,323)
(56,101)
—
(56,101)
—
—
(102,563)
(102,563)
(16)
(16)
(5,699)
(430)
780,583
112,864
(52)
—
(149)
5,699
4,400
565,264
98,892
—
—
(245)
—
3,970
1,345,847
211,756
(52)
—
(394)
(54,346)
(31,059)
(85,405)
(45,619)
—
(45,619)
—
—
(119,818)
(119,818)
(16)
(16)
(9,292)
2,032
9,292
2,308
—
4,340
BALANCE - December 31, 2018
188,219
$
1,882
$
749,219
$
32,432
$
2,488
786,021
$
524,618
$ 1,310,639
See accompanying notes to consolidated financial statements.
81
EXTENDED STAY AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016
(In thousands)
OPERATING ACTIVITIES:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Foreign currency transaction loss (gain)
Loss on interest rate swap
Amortization and write-off of deferred financing costs and debt discount
Amortization and write-off of above-market ground leases
Debt prepayment and extinguishment costs
Loss on disposal of property and equipment
Gain on sale of hotel properties, net
Impairment of long-lived assets
Equity-based compensation
Deferred income tax expense (benefit)
Changes in assets and liabilities:
Accounts receivable, net
Other assets
Accounts payable and accrued liabilities
Net cash provided by operating activities
INVESTING ACTIVITIES:
Purchases of property and equipment
Acquisition of hotel property
Development in process payments
Payments for intangible assets
Proceeds from sale of hotel properties
Proceeds from insurance and related recoveries
FINANCING ACTIVITIES:
Net cash provided by (used in) investing activities
Principal payments on mortgage loan
Proceeds from term loan facilities, net of debt discount
Principal payments on term loan facilities
Proceeds from senior notes, net of debt discount
Proceeds from revolving credit facilities
Payments on revolving credit facilities
Payments of deferred financing costs
Debt prepayment and extinguishment costs
Tax withholdings related to restricted stock unit settlements
Repurchase of Corporation common stock and ESH REIT class B common stock (Paired
Shares)
Repurchase of Corporation mandatorily redeemable preferred stock
Corporation common distributions
ESH REIT common distributions
ESH REIT preferred distributions
Net cash used in financing activities
CHANGES IN CASH AND CASH EQUIVALENTS DUE TO CHANGES IN FOREIGN
CURRENCY EXCHANGE RATES
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash payments for interest, excluding prepayment and other penalties
Cash payments for income taxes, net of refunds of $351, $571 and $2,026
NONCASH INVESTING AND FINANCING ACTIVITIES:
Capital expenditures included in accounts payable and accrued liabilities
Capital lease assets included in accounts payable and accrued liabilities
Deferred financing costs included in accounts payable and accrued liabilities
Principal payments on term loan facilities included in accounts payable and accrued liabilities
Proceeds from sale of hotel properties included in other assets
Corporation common distributions included in accounts payable and accrued liabilities
ESH REIT common distributions included in accounts payable and accrued liabilities
$
$
$
$
$
$
$
$
$
$
$
See accompanying notes to consolidated financial statements.
82
Year Ended
December 31,
2018
Year Ended
December 31,
2017
Year Ended
December 31,
2016
$
211,756
$
172,188
$
163,352
209,329
443
—
8,614
(1,427)
1,183
3,413
(42,478)
43,600
8,318
1,019
2,244
(10,214)
14,050
449,850
(158,709)
(12,729)
(34,790)
(3,046)
309,062
6,488
106,276
—
—
(147,215)
—
—
—
—
(1,183)
(3,989)
(85,405)
(3)
(45,791)
(120,005)
(16)
)
(
)
(
(403,607)
(157)
152,362
150,974
,
303,336
118,509
38,577
$
$
$
$
$
27,850
$
4
— $
— $
— $
$
357
$
792
229,216
(713)
667
8,097
(136)
2,351
8,606
(9,973)
25,169
7,552
963
(895)
(3,606)
7,034
446,520
(166,378)
—
—
—
63,936
3,302
)
(99,140)
(
—
—
(16,193)
—
105,000
(150,000)
—
(2,351)
(3,548)
(62,323)
(14,069)
(56,126)
(102,845)
(16)
)
(
)
(
(302,471)
293
45,202
105,772
,
150,974
123,953
55,694
$
$
$
$
12,596
$
— $
— $
— $
$
$
$
12,589
532
983
221,309
(1,576)
—
31,116
(136)
3,999
10,740
—
9,828
12,000
(25,975)
(2,655)
1,829
(1,427)
)
(
422,404
(225,323)
—
—
—
—
3,057
)
(
(222,266)
(1,931,157)
1,293,500
(366,463)
788,000
70,000
(25,000)
(34,475)
(3,999)
(2,229)
(139,895)
—
(74,153)
(126,058)
(16)
)
(
)
(
(551,945)
(76)
(351,883)
457,655
,
105,772
117,518
78,903
21,912
—
79
3,250
—
559
1,269
EXTENDED STAY AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016
1. 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 December 31, 2018 and 2017, represents
approximately 57% of the outstanding common stock of ESH REIT. Due to its controlling interest in ESH REIT, the
Corporation consolidates the financial position, results of operations, comprehensive income and cash flows of ESH REIT. The
term, “the Company,” as used herein refers to the Corporation and its consolidated subsidiaries, including ESH REIT.
A “Paired Share” consists of one share of common stock, par value $0.01 per share, of the Corporation, that is attached to
and trades as a single unit with one share of Class B common stock, par value $0.01 per share, of ESH REIT. Each outstanding
share of Corporation common stock is attached to and trades with one share of ESH REIT Class B common stock.
The Company is an integrated owner/operator of 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 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. As of December 31, 2017, the Company owned and operated 624 hotel properties in 44 U.S. states,
consisting of approximately 68,600 rooms, and managed three hotels under short-term management agreements.
Hotel properties are owned by subsidiaries of ESH REIT and are operated by subsidiaries of the Corporation (the
“Operating Lessees”) pursuant to leases between ESH REIT and the Operating Lessees. The hotels are managed by ESA
Management LLC (“ESA Management”), a 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.
Basis of Consolidation
The accompanying 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 the ESH REIT Class B common stock; therefore, ESH REIT Class B common stock represents a third party equity
interest. As such, the rights associated with the ESH REIT Class B common stock, along with other third party equity interests
in ESH REIT are presented as noncontrolling interests in the accompanying consolidated financial statements (see Note 11).
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 consolidated statements of
cash flows and segments disclosure (see Note 16), certain prior period amounts have been reclassified for comparability to
current period presentation.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates—The preparation of the accompanying 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.
Cash and Cash Equivalents—The Company considers all cash on hand, demand deposits with financial institutions,
credit card receivables, and short-term, highly liquid investments with original maturities of three months or less to be cash
83
equivalents. The Company has deposits in excess of $250,000 with financial institutions that are not insured by the Federal
Deposit Insurance Corporation. The Company does not believe cash and cash equivalents expose it to significant credit risk.
Restricted Cash—Restricted cash consists of deposits held for insurance collateral and net sale proceeds from hotel sales
held by qualified intermediaries pursuant to pending tax-free exchanges under Section 1031 of the Internal Revenue Code
(“1031 exchanges”).
Accounts Receivable and Allowance for Doubtful Accounts—Accounts receivable consists of receivables due from
corporate customers and third-party internet intermediaries with respect to owned hotels, as well as certain amounts due from
franchisees. A provision for doubtful accounts is made when collection of receivables is considered doubtful. Balances are
considered past due when payment is not received by the contractual due date. When management determines that accounts
receivable are uncollectible, they are written off against the allowance for doubtful accounts. There were no material write-offs
recognized during the years ended December 31, 2018, 2017 or 2016.
ff
Property Acquisitions—The purchase price of net tangible and identified intangible assets and liabilities are recorded
based on their relative fair values on the date of acquisition. The fair value of acquired land, site improvements, building and
improvements and furniture, fixtures and equipment are determined on an “if-vacant” basis considering a variety of factors,
including the physical condition and quality of the hotels, estimated rates and valuation assumptions consistent with current
market conditions, independent appraisals and other relevant market data obtained in connection with the acquisition of the
hotels. The results of operations of acquired hotel properties are included in the accompanying consolidated statements of
operations since their dates of acquisition.
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 the following estimated useful
lives:
Hotel buildings
Hotel building improvements
Hotel site improvements
Hotel furniture, fixtures and equipment
Corporate furniture, fixtures equipment
7–49 years
4–39 years
3–20 years
2–10 years
3–15 years
Management assesses the performance of long-lived assets for potential impairment quarterly, as well as when events or
changes in circumstances indicate the carrying amount of an asset, or group of assets, may not be recoverable. Recoverability
of property and equipment is measured by a comparison of the carrying amount of a hotel property (or group of hotel
properties) to the estimated future undiscounted cash flows expected to be generated by the hotel property (or group of hotel
properties). Impairment is recognized when estimated future undiscounted cash flows, including proceeds from disposition, are
less than the carrying value of the hotel property (or group of hotel properties). To the extent that a hotel property (or group of
hotel properties) is impaired, the excess carrying amount over 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, then an impairment charge to reduce the carrying value of a hotel property could
occur in a future period in which conditions change (see Note 5).
uu
Intangible Assets and Liabilities—Intangible assets include trademarks, corporate customer relationships and licenses
related to certain internal-use software. Intangible liabilities include above-market contracts. Corporate customer relationships,
licenses and above-market contracts are amortized using the straight-line method over their estimated useful lives; the
estimated useful life of customer relationships is 20 years, and the estimated useful life of above-market contracts and software
licenses is the remaining non-cancellable term of the respective contract. Finite-lived intangible assets are reviewed for
impairment quarterly and whenever events or changes in circumstances indicate that the carrying amount of the intangible asset
may not be recoverable. Trademarks and licenses for software in process are not amortized. Indefinite-lived intangible assets
are reviewed for impairment quarterly. The Company tests for impairment more frequently if events or circumstances change
that would more likely than not reduce the fair value of a reporting unit below its carrying amount. At such time their
classification as indefinite-lived intangible assets is reassessed. The Company first assesses qualitative factors to determine if it
84
is not more likely than not that the fair value of its indefinite-lived intangible assets is less than its carrying amount. No
impairment charges related to intangible assets were recognized during the years ended December 31, 2018, 2017 or 2016.
Goodwill—Goodwill represents the excess purchase price over the fair value of net assets acquired. The Company tests
goodwill for impairment quarterly and more frequently if events or circumstances change that would more likely than not
reduce the fair value of a reporting unit below its carrying amount. The Company has two reportable operating segments,
owned and operated hotels and franchised or managed hotels. There is no goodwill associated with franchised or managed
hotels. Management analyzes goodwill associated with all owned hotels when analyzing for potential impairment. The
Company first assesses qualitative factors to determine if it is not more likely than not that the fair value of a reporting unit is
less than its carrying amount. No impairment charges related to goodwill were recognized during the years ended December 31,
2018, 2017 or 2016.
Assets Held For Sale—The Company classifies assets as held for sale when management commits to a formal plan to
sell the assets, actively seeks a buyer for the assets and the consummation of a sale is considered probable and is expected
within one year. The Company takes into consideration when determining whether the consummation of a sale is probable the
following criteria: (i) whether a purchase and sale agreement has been executed, (ii) whether the buyer has a significant non-
refundable deposit at risk and (iii) whether significant financing contingencies exist. Upon designating an asset as held for sale,
the Company stops recognizing depreciation expense and records the asset at the lower of its carrying value, including
allocable goodwill, or its estimated fair value less estimated costs to sell. Any such adjustment in the carrying value is
recognized as an impairment charge.
Discontinued Operations—The Company classifies hotel properties sold or held for sale as discontinued operations
when the disposal represents a strategic shift that has (or will have) a major effect on its operations and financial results, which
would require separate presentation on the consolidated balance sheets and statements of operations. No hotel properties were
classified as discontinued operations during the years ended December 31, 2018, 2017 or 2016.
Deferred Financing Costs—Costs incurred in obtaining financing are amortized over the terms of the related loans on a
straight-line basis, which approximates the effective interest method. Deferred financing costs are presented in the
accompanying consolidated balance sheets as a direct deduction of the carrying amount of the related debt liability, except
those incurred under a revolving-debt arrangement which are presented as a component of other assets. Upon repayment, or in
conjunction with a material change in the terms of the underlying debt agreement, remaining unamortized costs are written off
as a component of net interest expense. Amortization of deferred financing costs is also included as a component of interest
expense (see Note 7).
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
85
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 Contracts—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.
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 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/dd
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.
Advertising Costs—Advertising costs are expensed as incurred. For the years ended December 31, 2018, 2017 and
2016, total advertising costs were $25.9 million, $23.0 million and $21.6 million, respectively, and are classified as hotel
operating expenses in the accompanying consolidated statements of operations.
86
Fair Value of Financial Instruments—U.S. GAAP establishes a three-level valuation hierarchy based upon observable
and unobservable inputs for fair value measurement of financial instruments:
Level 1—Observable inputs, such as quoted prices in active markets at the measurement date for identical assets or
liabilities
Level 2—Significant inputs that are observable, directly or indirectly, such as other quoted prices in markets that are not
active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability
Level 3—Significant unobservable inputs for which there is little to no market data and for which the Company makes its
own assumptions about how market participants would price the asset or liability
Fair value is defined as the price that would be received when selling an asset or the price paid to transfer a liability in an
orderly transaction between market participants at the measurement date (exit price). In instances where inputs used to measure
fair value fall into different levels of the fair value hierarchy, the level in the fair value hierarchy within which the fair value
measurement in its entirety has been determined is based on the lowest-level input significant to the fair value measurement.
The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires
judgment and considers factors specific to the asset or liability.
The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, certain
other assets (deposits), accounts payable and accrued liabilities, term loans, senior notes, mandatorily redeemable preferred
stock and revolving credit facilities. The carrying values of cash and cash equivalents, restricted cash, accounts receivable,
certain other assets, accounts payable and accrued liabilities and revolving credit facilities are representative of their fair values
due to the short-term nature or frequent settlement of these instruments. The fair values of term loans, senior notes and
mandatorily redeemable preferred stock are determined by comparing current borrowing rates and risk spreads offered in the
market to the stated interest rates and spreads on the Company’s current term loans, senior notes and mandatorily redeemable
preferred stock or from quoted market prices, when available (see Note 7).
Derivative Instruments—The Company from time to time uses derivative instruments to manage its exposure to interest
rate and commodity price risks. The Company’s primary objective in holding derivatives is to reduce the volatility of cash
flows and earnings associated with changes in interest rates and commodity prices. The Company’s derivatives expose it to
credit risk to the extent that counterparties may be unable to meet the terms of the agreement. The Company seeks to mitigate
such risks by limiting its counterparties to major financial institutions. In addition, the potential risk of loss with any one
counterparty resulting from this type of credit risk is monitored. Management does not expect material losses as a result of
defaults by counterparties. Derivative instruments, including derivative instruments embedded in other contracts, are recorded
in the accompanying consolidated balance sheets as either assets or liabilities measured at fair value, unless the transactions
qualify and are designated as normal purchases and sales. Changes in fair value are recognized currently in earnings unless
specific hedge accounting criteria are met (see Note 8). The Company does not enter into derivative instruments for trading or
speculative purposes.
Insurance Reserves—The Company utilizes various insurance programs for workers’ compensation, general liability
and health insurance claims. Retained losses require estimates in determining the liability for claims arising under these
programs. Workers’ compensation, general liability and health insurance liabilities are estimated using actuarial evaluations
based on historical and projected claims and medical and other cost trends. As of December 31, 2018 and 2017, $52.8 million
and $42.1 million, respectively, of liabilities for such insurance programs are included in accounts payable and accrued
liabilities in the accompanying consolidated balance sheets.
Investments—The Company consolidates a subsidiary when it has the ability to direct the activities that most
significantly impact the economic performance of the subsidiary. Judgment is required with respect to the consolidation of
investments, including partnership and joint venture entities, in terms of the evaluation of control, including assessment of thet
importance of rights and privileges of the partners based on voting rights, as well as financial interests that are not controllable
through voting interests. Third party equity interests in consolidated subsidiaries are presented as noncontrolling interests.
The Company evaluates subsidiaries and affiliates, as well as other entities, to determine if they are variable interest
entities (“VIEs”). If a subsidiary, affiliate or other entity is a VIE, it is subject to the consolidation framework specifically for
VIEs. The Company considers an entity a VIE if equity investors own an interest therein that does not have the characteristics
of a controlling financial interest or if such investors do not have sufficient equity at risk for the entity to finance its activities
without additional subordinated financial support. In accordance with Financial Accounting Standards Board (“FASB”) ASC
810, Consolidations, the Company reviews subsidiaries and affiliates, as well as other entities, to determine if (i) they should be
considered VIEs, and (ii) whether their consolidation determinations should change based on changes in their characteristics.
87
Income Taxes—The Corporation’s taxable income includes the taxable income of its wholly-owned subsidiaries, ESA
Management, ESH Strategies and the Operating Lessees, and distribution income related to its ownership of approximately
57% of ESH REIT. As a result, approximately 57% of ESH REIT’s distributions are subject to corporate income tax.
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred
tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.
Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the
financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the
differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in
income in the period that includes the enactment date. ESH REIT’s deferred tax rates are adjusted to reflect expected future
distributions and the deduction allowed upon distribution. The Corporation’s deferred tax assets and liabilities include the
estimated impact of the future reversal of ESH REIT’s deferred tax assets and liabilities which affect future dividend income to
be recognized by the Corporation upon distribution.
The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be
realized. In making such a determination, the Company considers all available positive and negative evidence, including future
reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of
recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of
their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would
reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740 on the basis
of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be
sustained on the basis of the technical merits of the position, and (2) for those tax positions that meet the more-likely-than-not
recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be
realized upon ultimate settlement with the related tax authority.
ESH REIT has elected to be taxed as and expects to continue to qualify as a real estate investment trust (“REIT”) under
provisions of the Internal Revenue Code, 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 capital gains, 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. 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.
During the years ended December 31, 2018, 2017 and 2016, ESH REIT distributed approximately 100% of its taxable
income and, as a result, incurred minimal current federal income tax. In the future, 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. ESH REIT will incur federal and state income tax at statutory rates if its
taxable income is not distributed.
In December 2017, the U.S. Congress passed H.R. 1, known as the “Tax Cuts and Jobs Act” (“TCJA”) which was signed
into law on December 22, 2017. See Note 9 for additional information, including the TCJA’s impact on the Company’s income
tax provision.
Foreign Currency—The Company sold its three Extended Stay Canada-branded hotels in 2017. Prior to completion of
the sale, the financial statements of the Company’s Canadian subsidiaries and its investments therein were maintained in their
functional currency, the Canadian dollar, and their revenues and expenses were translated into U.S. dollars using the average
exchange rate for the period. The assets and liabilities of these subsidiaries were translated into U.S. dollars using the exchange
rate in effect at the balance sheet date. Due to the fact that the Company’s Canadian subsidiaries liquidated substantially all of
their assets, their functional currency changed to the U.S. dollar and $14.5 million of accumulated foreign currency translation
loss was charged to the consolidated statement of operations during the year ended December 31, 2017. As of December 31,
2016, foreign currency translation losses, net of tax, of $7.3 million were reflected in accumulated other comprehensive income
(loss) as a component of equity. Foreign currency transaction losses (gains) of $0.4 million, $(0.7) million and $(1.6) million
are included in other non-operating income in the accompanying consolidated statements of operations for the years ended
December 31, 2018, 2017 and 2016, respectively.
Comprehensive Income—Comprehensive income includes net income and other comprehensive income, which consists
of foreign currency translation adjustments and interest rate cash flow hedge adjustments. Comprehensive income is presented
88
in the accompanying consolidated statements of comprehensive income. Foreign currency translation adjustments and interest
rate cash flow hedge adjustments are presented as separate components of consolidated equity.
Equity-Based Compensation—The Corporation and ESH REIT each maintain a Long-Term Incentive Plan (“LTIP”), as
amended and restated in 2015, approved by their shareholders. Under the LTIPs, the Corporation and ESH REIT may issue to
eligible employees or directors restricted stock awards (“RSAs”), restricted stock units (“RSUs”) or other equity-based awards,
in respect of Paired Shares, with service, performance or market vesting conditions. The Company recognizes costs related to
equity-based awards over their vesting periods. The issuing entity classifies equity-based awards granted in exchange for
employee or director services as either equity awards or as liability awards. The classification of an award either as an equitytt
award or a liability award is generally based upon cash settlement options. Equity awards are measured based on their fair
value on the date of grant. Liability awards are re-measured to fair value each reporting period. The value of all awards is
recognized over the requisite service period, which is the period during which an employee or director is required to provide
services in exchange for the award (usually the vesting period). No compensation expense is recognized for awards for which
employees or directors do not render the requisite services. All awards granted are classified as equity awards, except those
equity-based awards issued by ESH REIT to its directors, which are classified as liability awards.
Segments—The Company has two reportable operating segments based on the management of its business, owned hotels
and franchise and management. The Company assesses the performance of these segments on an individual basis (see Note 16).
Recently Issued Accounting Standards
Fair Value Measurement—In August 2018, the 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 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 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, and expects it to have no material effect on the Company’s
consolidated financial statements.
In May 2017, the FASB issued an accounting standards update that provides guidance about which changes to the terms
or conditions of a share-based payment award requires an entity to apply modification accounting. The Company adopted this
update on January 1, 2018, using a prospective transition method. The adoption of this update did not have a material effect on
the Company’s 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
TCJA. The Company adopted this update on January 1, 2019, using a retrospective method, and expects it to have no material
effect on the 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
89
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 the adoption of this update to have a material effect on the Company’s consolidated
financial statements.
Statement of Cash Flows—In August and November 2016, the FASB issued accounting standards updates which provide
additional clarity on the classification of specific events on the statement of cash flows. These events include debt prepayment
and extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a
business combination, proceeds from settlement of insurance claims, distributions received from equity method investees and
beneficial interests in securitization transactions. These updates also require amounts generally described as restricted cash to
be included with cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts on the
statement of cash flows. The Company adopted these updates on January 1, 2018, using a retrospective transition method to
each period presented. The adoption of these updates required cash outflows related to debt prepayment and extinguishment
costs, which totaled $1.2 million during the year ended December 31, 2018, to be classified as financing activities. For the
years ended December 31, 2017 and 2016, debt modification and extinguishment costs totaling $2.4 million and $4.0 million,
respectively, have been reclassified from their original classification as operating activities to financing activities in the
accompanying consolidated statements of cash flows. An additional effect of the adoption of these accounting standards was to
include restricted cash in the beginning and end of period balances instead of in investing activities, as they were previously.yy
For the years ended December 31, 2017 and 2016, the change in restricted cash included within net cash (used in) provided by
investing activities, as originally presented, was $(16.0) million and $62.8 million, respectively.
Derivatives and Hedging—In August 2017, the FASB issued an accounting standards update which changes the
gg
designation and measurement guidance for qualifying hedging relationships and the presentation of hedging results. This
update expands and refines hedge accounting and aligns recognition and presentation of its effects within the financial
statements. The Company adopted this update on January 1, 2018 and recorded a cumulative-effect adjustment to reclassify a
previously recorded loss of $0.7 million from retained earnings to accumulated other comprehensive income. In addition to the
cumulative-effect adjustment, impacts of adoption included the elimination of hedge ineffectiveness related to designated
interest rate swaps, the presentation of all interest rate hedge related items that impact earnings in the interest expense line item
in the consolidated statements of operations and an election to perform qualitative assessments of hedge effectiveness.
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
will apply the standard at the beginning of the period of adoption and will present financial information for periods prior to
January 1, 2019, in accordance with prior guidance. Implementation had no cumulative effect on retained earnings. Adoption
resulted in the recognition of right-of-use assets of $10.9 million, which included adjustments for accrued lease payments,
above market lease liabilities and lease incentives, and lease liabilities of $17.9 million. Right-of-use assets and lease liabilities
recognized upon adoption included existing assets and liabilities of $3.8 million and $3.4 million, respectively, related to
capital leases accounted for under 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 components of a contract. The election of these practical expedients meant the Company
continued to account for all leases that commenced prior to January 1, 2019, in accordance with prior guidance, except that the
Company recognized a right-of use asset and a lease liability for all operating leases based on the present value of the
remaining minimum rental payments.
a
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.
Contractual Revenue—The Company adopted ASC 606, Revenue from Contracts with Customers, on January 1, 2018, to
all contracts as of January 1, 2018, on a modified retrospective basis. The core principle of ASC 606 is that recognized revenue
90
reflects consideration to which a company is entitled in exchange for specifically identified services. ASC 606 requires
companies to use the following five-step model as part of the revenue recognition process: (1) identify the contract; (2) identify
performance obligations; (3) determine the transaction price; (4) allocate the transaction price to performance obligations; and
(5) recognize revenue when performance obligations are satisfied.
Adoption of ASC 606 had no impact on the Company’s consolidated financial statements and no cumulative effect
adjustment was recognized upon adoption. Adoption of the standard resulted in enhanced revenue-related disclosures that
provide information with respect to the Company’s analysis of certain contracts, significant judgments, the disaggregation of
owned hotel room revenues by booking source and length of guest stay, the disaggregation of fee revenues by type of
arrangement, outstanding contract liabilities and unsatisfied performance obligations (see Note 17).
The Company applied its contract review for owned hotels to portfolios of contracts with similar characteristics as the
Company expects the effects of applying these contracts on a portfolio basis versus an individual basis would not be materially
different in the context of the consolidated statement of operations. Contract portfolios reviewed included: (i) rooms sold on-
site at the property, through the Company’s call center and website, (ii) rooms sold by the Company’s sales team, and (iii)
rooms sold by traditional and online travel agents, including merchant and opaque arrangements.
Although ASC 606 did not have a material impact to the Company’s results of operations, the Company implemented
changes to its processes and procedures related to revenue recognition and the control activities within them. These included
the development of new policies based on the five-step model outlined above, training and ongoing contract review procedures
with respect to the validation of information used in financial statement disclosures.
91
3. 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 potentially dilutive securities. Dilutive
securities include certain equity-based awards (see Note 13) 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):
Numerator:
Net income available to Extended Stay America, Inc.
common shareholders - basic
Income attributable to noncontrolling interests assuming
conversion
Net income available to Extended Stay America, Inc.
common shareholders - diluted
Denominator:
Weighted-average number of Extended Stay America, Inc.
common shares outstanding - basic
Dilutive securities
Weighted-average number of Extended Stay America, Inc.
common shares outstanding - diluted
Net income per Extended Stay America, Inc.
common share - basic
Net income per Extended Stay America, Inc.
common share - diluted
Year Ended
December 31,
2018
Year Ended
December 31,
2017
Year Ended
December 31,
2016
$
$
$
$
$
$
112,864
$
78,847
$
69,932
(128)
(392)
(43)
112,736
$
78,455
$
69,889
189,389
$
193,101
$
200,572
432
189,821
0.60
0.59
$
$
$
569
193,670
0.41
0.41
$
$
$
164
200,736
0.35
0.35
92
4. HOTEL ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS
On May 30, 2018, the Company acquired an operating hotel from Legacy Rock Hill, LLC for $13.0 million. Other than
ordinary components of prorated net working capital, no liabilities were assumed in the purchase. The acquisition was
accounted for as a business combination in accordance with ASC 805, Business Combinations, which requires that the
consideration be allocated to acquired assets and assumed liabilities based on their acquisition date fair values. Legal,
professional and other costs directly related to the acquisition were $0.2 million for the year ended December 31, 2018, and are
included in general and administrative expenses in the accompanying consolidated statements of operations.
The purchase price allocation among the assets acquired is as follows (in thousands, except for estimated useful lives):
Land and site improvements
Building and improvements
Furniture, fixtures and equipment
Total purchase price
Estimated
Useful Life
3-20 years
4-49 years
2-10 years
Amount
$
$
1,397
10,488
1,115
13,000
For the year ended December 31, 2018, the acquired hotel contributed $1.1 million in room and other hotel revenues and
$0.1 million in income from operations. Prior to its acquisition by the Company, the hotel had opened in late 2017.
DISPOSITIONS
p
2018 Dispositions
—In November 2018, the Company sold 14 hotels for $36.9 million. The carrying value of these
hotels, including net working capital and allocable goodwill, net of impairment charges recorded prior to sale, was $34.6
million. This transaction resulted in a gain on sale of $1.3 million, net of closing costs and adjustments.
In September 2018, the Company sold a total of 32 hotels in two separate transactions for total gross proceeds of $122.6
million. The total carrying value of these hotels, including net working capital and allocable goodwill, net of impairment
charges recorded prior to sale, was $116.9 million. These transactions resulted in a total gain on sale of $3.3 million, net of
closing costs and adjustments.
In February 2018, the Company sold 25 hotels for $112.1 million. The carrying value of these hotels, including net
working capital and allocable goodwill, net of impairment charges recorded prior to sale, was $104.7 million. In March 2018,
the Company sold one hotel for $44.8 million. The carrying value of the hotel, including allocable goodwill, was $13.1 million.
These transactions resulted in a total gain on sale of $37.9 million, net of closing costs and adjustments.
p
2017 Dispositions
—In May 2017, the Company sold its three Extended Stay Canada-branded hotels for 76.0 million
Canadian dollars, or $55.3 million. The carrying value of the hotels, including net working capital and allocable goodwill, net
of an impairment charge recorded prior to the sale, was 56.7 million Canadian dollars, or $41.2 million, prior to the evaluation
of existing accumulated foreign currency translation loss. Due to the fact that the Company’s Canadian subsidiaries liquidated
substantially all of their assets, $14.5 million of accumulated foreign currency translation loss was recognized at the time of
sale. This charge more than fully offset the Canadian subsidiaries’ gain on sale, which resulted in a loss on sale of $1.9 million,
net of closing costs and adjustments.
In May and December 2017, the Company sold two hotels for total gross proceeds of $21.4 million. The total carrying
value of these hotels, including net working capital and allocable goodwill, net of an impairment charge recorded prior to sale,
was $9.2 million, resulting in a total gain on sale of $11.9 million, net of closing costs and adjustments.
93
None of the above dispositions were reported as discontinued operations. The table below summarizes hotel dispositions
for the years ended December 31, 2018 and 2017 (in thousands, except number of hotels and number of rooms). No hotels were
sold during the year ended December 31, 2016.
Year
2018
2018
2018
2018
2018
2017
2017
2017
Brand
Location
Extended Stay America
Extended Stay America
Extended Stay America
Extended Stay America
Extended Stay America
Various
Various
Various
Various
Texas
Month
Sold
November
September
September
February
March
Extended Stay America
Colorado
December
Extended Stay Canada
Canada
Other
Massachusetts
May
May
Number
of
Hotels
Number
of
Rooms
Net
Proceeds
Gain
(Loss) on
Sale
14
16
16
25
1
1
3
1
1,369
1,680
1,776
2,430
101
160
500
103
$
$
$
34,855 $
60,710 $
58,144 $
$ 111,156 $
$
$
$
$
44,090 $
15,985 $
43,551 $
5,092 $
1,331 (2)
6,293 (2)
(3,014) (2)
6,810 (2)
31,058
11,870
(1,894) (4)
(2) (2)
Franchised/
Managed (1)
Yes
Yes
Yes
Yes
Yes
Yes
No
No
(3)
(3)
____________________
(1) As of December 31, 2018.
(2) Net of impairment charge of $16.8 million, $24.3 million, $6.3 million, $2.1 million and $1.7 million, respectively, recognized prior to sale.
(3) Remaining term of franchise or management agreement is less than one year.
(4) Due to the fact that the Company’s Canadian subsidiaries liquidated substantially all of their assets, $14.5 million of accumulated foreign
currency translation loss was recognized at the time of sale. Additionally, an impairment charge of $12.4 million was recorded prior to sale.
During the years ended December 31, 2018, 2017 and 2016, disposed hotel properties contributed total room and other
hotel revenues, total operating expenses and (loss) income before income tax expense as follows (in thousands):
Total room and other hotel revenues
Total operating expenses
(Loss) income before income tax expense (1)
Year Ended
December 31,
2018
Year Ended
December 31,
2017
$
$
53,494
83,336
(29,842)
102,593
104,511
(1,605)
Year Ended
December 31,
2016
$
111,015
96,222
15,127
_____________________
(1)
Includes impairment charges of $37.4 million, $19.2 million and $7.1 million for the years ended December 31, 2018, 2017 and 2016,
respectively.
94
5. PROPERTY AND EQUIPMENT
Net investment in property and equipment as of December 31, 2018 and 2017, consists of the following (in thousands):
Hotel properties:
Land and site improvements (1)
Building and improvements
Furniture, fixtures and equipment
Total hotel properties
Development in process (2)
Corporate furniture, fixtures, equipment, software and other
Undeveloped land parcel
Total cost
Less accumulated depreciation:
Hotel properties
Corporate furniture, fixtures, equipment, software and other
Total accumulated depreciation
Property and equipment—net
_________________________________
December 31,
2018
December 31,
2017
$
1,215,710
$
2,729,661
674,545
4,619,916
27,174
22,972
1,675
1,286,784
2,934,048
649,487
4,870,319
2,453
21,486
1,675
4,671,737
4,895,933
(1,201,260)
(1,128,465)
(16,845)
(14,334)
(1,218,105)
(1,142,799)
$
3,453,632
$
3,753,134
(1)
(2)
Includes capital lease asset of $3.2 million and $0 as of December 31, 2018 and 2017, respectively.
Includes capital lease asset of $0.6 million and $0 as of December 31, 2018 and 2017, respectively.
As of December 31, 2018, development in process consists of 11 land parcels that are in various phases of construction
and/or development.
In September 2018, the Company acquired a hotel under construction from Legacy Greenville, LLC for $12.3 million.
Because the hotel had not yet opened at the date of acquisition, the transaction was accounted for as an acquisition of assets
rather than a business combination under ASC 805, Business Combinations. The hotel opened and was placed in service during
the fourth quarter of 2018.
During the year ended December 31, 2018, the Company recognized impairment charges totaling $43.6 million for 21
hotels, generally located in the Midwestern U.S., the majority of which were incurred with evaluating the potential sale of
certain non-core assets. During the year ended December 31, 2017, the Company recognized impairment charges for nine
hotels that totaled $25.2 million, $12.4 million of which related to Extended Stay Canada-branded hotels. During the year
ended December 31, 2016, the Company recognized impairment charges for three hotels that totaled $9.8 million.
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 assets.
95
6.
INTANGIBLE ASSETS AND GOODWILL
The Company’s intangible assets and goodwill as of December 31, 2018 and 2017, consist of the following (dollars in
thousands):
Definite-lived intangible assets—customer relationships
Definite-lived intangible assets—software license
Definite-lived intangible assets—software license in process
Indefinite-lived intangible assets—trademarks
Total intangible assets
Goodwill
Total intangible assets and goodwill
Definite-lived intangible assets—customer relationships
Indefinite-lived tangible assets—trademarks
Total intangible assets
Goodwill
Total intangible assets and goodwill
December 31, 2018
Gross
Carrying
Amount
Accumulated
Amortization
Net Book
Value
26,800
$
(11,029) $
1,926
870
10,183
39,779
45,192
(36)
—
—
(11,065)
—
84,971
$
(11,065) $
15,771
1,890
870
10,183
28,714
45,192
73,906
December 31, 2017
Gross
Carrying
Amount
Accumulated
Amortization
Net Book
Value
26,800
$
(9,690) $
9,933
36,733
48,866
—
(9,690)
—
85,599
$
(9,690) $
17,110
9,933
27,043
48,866
75,909
$
$
$
$
The remaining weighted-average amortization period for definite-lived intangible assets is approximately 11 years as of
December 31, 2018. Estimated future amortization expense for definite-lived intangible assets is as follows (in thousands):
Years Ending December 31,
,
g
2019
2020
2021
2022
2023
Thereafter
Total
$
$
1,558
1,554
1,554
1,554
1,554
9,887
17,661
96
7. DEBT
During the years ended December 31, 2018 and 2017, the following debt transactions occurred (in thousands):
Debt, net of deferred financing costs and debt discount(s) - beginning of year (1)
Additions:
Proceeds from revolving credit facilities
Amortization and write-off of deferred financing costs and debt discount (2)
Deductions:
Payments on term loan facilities
Payments on revolving credit facilities
December 31,
2018
December 31,
2017
$
2,534,768
$
2,585,274
—
7,954
(147,215)
—
105,000
7,437
(12,943)
(150,000)
Debt, net of deferred financing costs and debt discount(s) - end of year (1)
$
2,395,507
$
2,534,768
______________________
(1) Excludes mandatorily redeemable preferred stock and capital lease obligations.
(2) Excludes amortization and payments of deferred financing costs related to revolving credit facilities.
Summary—The Company’s outstanding debt, net of unamortized debt discount and unamortized deferred financing
costs, as of December 31, 2018 and 2017, consists of the following (dollars in thousands):
Carrying Amount
Unamortized Deferred
Financing Costs
Interest Rate
Stated
Amount(1)
December
31, 2018
December
31, 2017
December
31, 2018
December
31, 2017
1,300,000 (2)
1,132,259 (3)
1,278,545 (3)
10,546
13,433
Stated
Interest
Rate
LIBOR(4)
+ 2.00%
December
31, 2018
December
31, 2017
Maturity
Date
4.15%
(4)
3.69%
8/30/2023
(1),
(5)
Loan
Term loan facilities
ESH REIT 2016 Term
Facility
Senior notes
ESH REIT 2025 Notes
1,300,000
1,291,671 (6)
1,290,356 (6)
17,877
20,700
5.25%
5.25%
5.25%
5/1/2025
Revolving credit
facilities
ESH REIT 2016
Revolving Credit Facility
Corporation Revolving
2016 Credit Facility
Unsecured
Intercompany Facility
Unsecured Intercompany
Facility
Total
350,000 (2)
50,000
75,000 (8)
—
—
—
—
—
—
1,469 (7)
2,020 (7) LIBOR +
2.75%
292 (7)
401 (7)
LIBOR +
3.00%
N/A
N/A
N/A
8/30/2021
N/A
8/30/2021
—
—
5.00%
5.00%
5.00%
8/30/2023
$ 2,423,930
$ 2,568,901
$
30,184
$
36,554
______________________
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
Amortization is interest only, except for the 2016 Term Facility (as defined below), which amortizes in equal quarterly installments
of $3.1 million. See (5) below. In February and December 2018, ESH REIT made voluntary prepayments of $60.0 million and
$75.0 million, respectively.
ESH REIT is able to increase its borrowings under the 2016 ESH REIT Credit Facilities (as defined below) by an amount of up to
$600.0 million, plus additional amounts, in each case subject to certain conditions.
The 2016 Term Facility is presented net of an unamortized debt discount of $4.3 million and $5.3 million as of December 31, 2018
and 2017, respectively.
$300.0 million of the 2016 Term Facility is subject to an interest rate swap at a fixed rate of 1.175% as of December 31, 2018 (see
Note 8).
In addition to scheduled amortization noted in (1) above, subject to certain exceptions, annual mandatory prepayments of up to 50%
of Excess Cash Flow, as defined, may be required under the 2016 Term Facility. Annual mandatory prepayments for the year are
due during the first quarter of the following year. No mandatory prepayments are required in the first quarter of 2019 based on ESH
REIT’s Excess Cash Flow for the year ended December 31, 2018.
The 2025 Notes (as defined below) are presented net of an unamortized debt discount of $8.3 million and $9.6 million as of
December 31, 2018 and 2017, respectively.
Unamortized deferred financing costs related to the revolving credit facilities are included in other assets in the accompanying
consolidated balance sheets.
As of December 31, 2018, no amounts were outstanding under the Unsecured Intercompany Facility. ESH REIT is able to borrow
under the Unsecured Intercompany Facility an amount up to $300.0 million, plus additional amounts, in each case subject to certain
conditions. Outstanding debt balances and interest expense, as applicable, owed from ESH REIT to the Corporation eliminate in
consolidation.
n
aa
97
ESH REIT Credit Facilities
On August 30, 2016, ESH REIT entered into a credit agreement, as may be amended and supplemented from time to
time, providing for senior secured credit facilities (collectively, the “2016 ESH REIT Credit Facilities”) consisting of a
$1,300.0 million senior secured term loan facility (as amended and supplemented from time to time, the “2016 Term Facility”)
and a $350.0 million senior secured revolving credit facility (as amended and supplemented from time to time, the “2016 ESH
REIT Revolving Credit Facility”). Subject to the satisfaction of certain criteria, borrowings under the 2016 ESH REIT Credit
Facilities may be increased by an amount of up to $600.0 million, plus additional amounts, so long as, after giving effect to the
incurrence of such incremental facility and the application of proceeds thereof, its pro-forma senior loan-to-value ratio is less
than or equal to 45%.
Obligations under the 2016 ESH REIT Credit Facilities are guaranteed by certain existing and future material domestic
subsidiaries of ESH REIT, other than those owning real property, subject to customary exceptions. Obligations under the 2016
ESH REIT Credit Facilities are secured, subject to certain exceptions, including an exception for real property, by a first-
priority security interest in substantially all of the assets of ESH REIT and the guarantors.
The 2016 ESH REIT Credit Facilities contain a number of restrictive covenants that, among other things and subject to
certain exceptions, limit ESH REIT’s ability and the ability of its subsidiaries to incur additional debt, modify existing debt,
create certain liens, pay dividends and distributions, make certain investments and other restricted payments, enter into affiliate
transactions, amend or modify certain material operating leases and management agreements, sell assets or merge, consolidate
or transfer all or substantially all of their assets. The 2016 ESH REIT Credit Facilities contain certain customary representations
and warranties, affirmative covenants and events of default, including, but not limited to, cross-defaults to certain other
indebtedness and certain material operating leases and management agreements. If an event of default occurs, the
administrative agent is entitled to take various actions, including the acceleration of amounts due under the 2016 ESH REIT
Credit Facilities and additional actions that a secured creditor is permitted to take following a default. As of December 31,
2018, ESH REIT was in compliance with all covenants under the 2016 ESH REIT Credit Facilities.
2016 Term Facility—y
In May 2018, ESH REIT entered into a third amendment to the 2016 Term Facility (such
amendment, the “Third Repricing Amendment”). The 2016 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 (determined by reference to the highest of (A) the prime lending
rate, (B) the overnight federal funds rate plus 0.50% or (C) the one-month adjusted LIBOR rate plus 1.00%) plus 0.75% during
a Level 1 Period or 1.00% for any period other than a Level 1 Period. The 2016 Term Facility amortizes in equal quarterly
installments in annual amounts equal to 0.25% of the aggregate principal amount outstanding as of the Third Repricing
Amendment effective date, or $12.2 million per year. The remaining balance is payable at maturity. In addition to scheduled
amortization, subject to certain exceptions, mandatory prepayments of up to 50.0% of annual Excess Cash Flow, as defined,
may be required based on ESH REIT’s Consolidated Total Net Leverage Ratio, as defined. Annual mandatory prepayments are
due during the first quarter of the following year. No mandatory prepayments are required in the first quarter of 2019 based on
ESH REIT’s Excess Cash Flow for the year ended December 31, 2018. The 2016 Term Facility matures on August 30, 2023.
ESH REIT has the option to voluntarily prepay outstanding loans under the 2016 Term Facility at any time upon three
business days’ prior written notice for LIBOR loans or on one business day’s prior written notice for base rate loans. In
February and December 2018, ESH REIT made voluntary prepayments of $60.0 million and $75.0 million, respectively, and
wrote off $0.6 million of deferred financing costs related to these prepayments.
2016 ESH REIT Revolving Credit Facility—
y The 2016 ESH REIT Revolving Credit Facility provides for the issuance of
g
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) base rate
(determined by reference to the highest of (A) the prime lending rate, (B) the overnight federal funds rate plus 0.50%, or (C)
the one-month adjusted LIBOR rate plus 1.00%) plus a spread that ranges from 1.25% to 1.75% based on ESH REIT’s
Consolidated Total Net Leverage Ratio, as defined. There is no scheduled amortization under the 2016 ESH REIT Revolving
Credit Facility and the facility matures on August 30, 2021.
In addition to paying interest on outstanding principal, ESH REIT incurs a fee of 0.35% or 0.175% on the unutilized
revolver balance, based on the amount outstanding under the facility. ESH REIT is also required to pay customary letter of
credit fees and agency fees. As of December 31, 2018, ESH REIT had no letters of credit outstanding under the facility and
available borrowing capacity of $350.0 million.
98
The 2016 ESH REIT Revolving Credit Facility is subject to a springing financial covenant whereby the senior loan-to-
value ratio may not exceed 45% when the aggregate principal amount of borrowings and letters of credit under the 2016 ESH
REIT Revolving Credit Facility, excluding up to $30.0 million of letters of credit, is equal to or greater than 25% of the
aggregate available principal amount of the 2016 ESH REIT Revolving Credit Facility on the applicable fiscal quarter end date.
ESH REIT Senior Notes Due 2025
In May 2015 and March 2016, ESH REIT issued $500.0 million and $800.0 million, respectively, of its 5.25% senior
notes due in 2025 (the “2025 Notes”) under an indenture (the “Indenture”) with Deutsche Bank Trust Company Americas, as
trustee, in private placements pursuant to Rule 144A of the Securities Act. The 2025 Notes mature on May 1, 2025 and bear
interest at a fixed rate of 5.25% per annum, payable semi-annually in arrears on May 1 and November 1 of each year.
The 2025 Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis by each of ESH
REIT’s subsidiaries that guarantee ESH REIT’s obligations under the 2016 ESH REIT Credit Facilities. The 2025 Notes rank
equally in right of payment with ESH REIT’s existing and future senior unsecured indebtedness, and senior in right of payment
to all future subordinated indebtedness, if any. The 2025 Notes are effectively junior to any of ESH REIT’s secured
indebtedness to the extent of the value of the assets securing such indebtedness.
ESH REIT may redeem the 2025 Notes at any time on or after May 1, 2020, in whole or in part, at a redemption price
equal to 102.625% of the principal amount, declining annually to 100% of the principal amount from May 1, 2023 and
thereafter, plus accrued and unpaid interest. Prior to May 1, 2020, ESH REIT may redeem the 2025 Notes, in whole or in part,
at a redemption price equal to 100% of the principal amount, plus a “make-whole” premium, as defined in the Indenture, plus
accrued and unpaid interest. Upon a Change of Control, as defined, holders of the 2025 Notes have the right to require ESH
REIT to redeem the 2025 Notes at 101% of the principal amount, plus accrued and unpaid interest.
The Indenture contains a number of customary covenants that, among other things and subject to certain exceptions, limit
ESH REIT’s ability and the ability of its subsidiaries to incur additional debt, create certain liens, pay dividends or
distributions, make certain investments and other restricted payments, enter into affiliate transactions, sell assets or merge,
consolidate or transfer all or substantially all of their assets. The Indenture also contains certain customary events of default,
including, but not limited to, cross-defaults to certain other indebtedness. If an event of default occurs, the holders of the Notes
and the Trustee are entitled to take various actions, including declaring the 2025 Notes immediately due and payable. As of
December 31, 2018, ESH REIT was in compliance with all covenants set forth in the Indenture.
Corporation Revolving Credit Facility
On August 30, 2016, the Corporation entered into a revolving credit facility (the “2016 Corporation Revolving Credit
Facility”) of $50.0 million. The facility provides for the issuance of up to $50.0 million of letters of credit as well as borrowing
on same day notice, referred to as swingline loans, in an amount up to $20.0 million. Borrowings under the facility bear interest
at a rate equal to (i) LIBOR plus 3.00% or (ii) base rate (determined by reference to the highest of (A) the prime lending rate,
(B) the overnight federal funds rate plus 0.50% or (C) the one-month adjusted LIBOR plus 1.00%) plus 2.00%. There is no
scheduled amortization under the 2016 Corporation Revolving Credit Facility and the facility matures on August 30, 2021.
In addition to paying interest on outstanding principal, the Corporation incurs a fee of 0.35% or 0.175% on the unutilized
revolver balance, based on the amount outstanding under the facility. The Corporation is also required to pay customary letter
of credit fees and agency fees. As of December 31, 2018, the Corporation had one letter of credit outstanding under this facility
of $0.2 million and available borrowing capacity of $49.8 million.
Obligations under the 2016 Corporation Revolving Credit Facility are guaranteed by certain existing and future material
domestic subsidiaries of the Corporation, excluding ESH REIT and its subsidiaries and subject to customary exceptions. The
facility is secured, subject to certain exceptions, by a first-priority security interest in substantially all of the assets of the
Corporation and the guarantors.
If obligations are outstanding under the facility during any fiscal quarter, the 2016 Corporation Revolving Credit Facility
requires that the Consolidated Leverage Ratio, as defined, calculated as of the end of such fiscal quarter for any consecutive
four quarter period, be less than or equal to 8.75 to 1.00. The facility is also subject to a springing financial covenant whereby
the senior loan-to-value ratio may not exceed 45% when the aggregate principal amount of borrowings and letters of credit
under the 2016 Corporation Revolving Credit Facility, excluding up to $30.0 million of letters of credit, is equal to or greater
99
than 25% of the aggregate available principal amount of the 2016 Corporation Revolving Credit Facility on the applicable
fiscal quarter end date.
The 2016 Corporation Revolving Credit Facility contains a number of restrictive covenants that, among other things and
subject to certain exceptions, limit the Corporation’s ability and the ability of its subsidiaries to incur additional debt, modify
existing debt, create certain liens, pay dividends or distributions, make certain restricted payments, enter into affiliate
transactions, amend or modify certain material operating leases and management agreements, merge, consolidate or transfer all
or substantially all of its assets. The 2016 Corporation Revolving Credit Facility also contains certain customary affirmative
covenants and events of default, including, but not limited to, cross-defaults to certain other indebtedness and certain material
operating leases. If an event of default occurs, the administrative agent is entitled to take various actions, including the
acceleration of amounts due under the facility and additional actions that a secured creditor is permitted to take following a
default. As of December 31, 2018, the Corporation was in compliance with all covenants under the 2016 Corporation
Revolving Credit Facility.
Unsecured Intercompany Facility
On August 30, 2016, ESH REIT, as borrower, and the Corporation, as lender, entered into an unsecured intercompany
credit facility (the “Unsecured Intercompany Facility”), under which ESH REIT borrowed $75.0 million from the Corporation
upon the facility’s closing. As of December 31, 2018 and 2017, the amount outstanding under the facility was $0. Subject to
certain conditions, the principal amount of the Unsecured Intercompany Facility may be increased up to an amount that shall
not exceed the greater of (i) $300.0 million and (ii) an unlimited amount so long as the incremental loan-to-value ratio,
determined on a pro-forma basis as of the last day of the most recently ended test period, as if any incremental loans available
under such incremental commitments had been outstanding on the last day of such period, and, in each case, without netting the
cash proceeds of any such incremental loans, does not exceed 5.0%. Loans under the facility bear interest at 5.0% per annum.
There is no scheduled amortization and the facility matures on August 30, 2023. ESH REIT has the option to voluntarily prepay
outstanding loans at any time upon one business day’s prior written notice.
The Unsecured Intercompany Facility contains a number of restrictive covenants that, among other things and subject to
certain exceptions, limit ESH REIT’s ability and the ability of its subsidiaries to incur additional debt, modify existing debt,
create certain liens, pay dividends or distributions, make certain investments and other restricted payments, enter into affiliate
transactions, amend or modify certain material operating leases and management agreements, sell assets or merge, consolidate
or transfer all or substantially all of their assets. The facility contains certain customary representations and warranties,
affirmative covenants and events of default, including, but not limited to, cross-defaults to certain other indebtedness and
certain material operating leases and management agreements. If an event of default occurs, the Corporation is entitled to take
various actions, including the acceleration of amounts due under the facility and all other actions that a creditor is permitted to
take following a default. As of December 31, 2018, ESH REIT was in compliance with all covenants under the Unsecured
Intercompany Facility.
Future Maturities of Debt—The future maturities of debt as of December 31, 2018, are as follows (in thousands):
Years Ending December 31,
,
g
2019
2020
2021
2022
2023
Thereafter
Total
$
$
11,366 (1)
11,366 (1)
11,366 (1)
11,366 (1)
1,091,128 (1)
1,300,000 (1)
2,436,592
______________________
(1) Under the 2016 Term Facility, annual mandatory prepayments of up to 50% of Excess Cash Flow, as defined, may be required. 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.
Mandatorily Redeemable Preferred Stock—The Corporation has authorized 350.0 million shares of preferred stock,
kk
$0.01 par value, of which 7,130 and 7,133 shares of mandatorily redeemable voting preferred stock were issued and
outstanding as of December 31, 2018 and 2017, respectively. Dividends on these mandatorily redeemable voting preferred
100
shares are payable quarterly in arrears at a rate of 8.0% per year. With respect to dividend, distribution and liquidation rights,
the 8.0% voting preferred stock ranks senior to the Corporation’s common stock. On or after November 15, 2018, a holder of
the 8.0% voting preferred stock has the right to require the Corporation to redeem in cash the 8.0% voting preferred stock at
$1,000 per share plus any accumulated unpaid dividends. On November 15, 2020, the Corporation shall mandatorily redeem all
of the 8.0% voting preferred stock at $1,000 per share plus any accumulated unpaid dividends.
Due to the fact that the 8.0% mandatorily redeemable voting preferred stock is mandatorily redeemable by the
Corporation, it is classified as a liability on the accompanying consolidated balance sheets. Dividends on these preferred shares
are classified as net interest expense on the accompanying consolidated statements of operations.
Fair Value of Debt—As of December 31, 2018 and 2017, the estimated fair value of the Company’s debt was $2.3
billion and $2.6 billion, respectively, and the estimated fair value of the Corporation’s 8.0% mandatorily redeemable preferred
stock was $7.0 million and $7.1 million, respectively. Estimated fair values are determined by comparing current borrowing
rates and risk spreads offered in the market (Level 2 fair value measures) or quoted market prices (Level 1 fair value measures),
when available, to the stated interest rates and spreads on the Company’s debt and the Corporation’s 8.0% mandatorily
redeemable preferred stock.
Interest Expense, net—The components of net interest expense during the years ended December 31, 2018, 2017 and
2016 are as follows (in thousands):
Contractual interest(1)
Amortization of deferred financing costs and debt discount
Debt extinguishment and other costs(2)
Interest income
Total
______________________
Year Ended
December 31, 2018
Year Ended
December 31, 2017
Year Ended
December 31, 2016
$
$
116,348
$
118,510
$
8,005
3,030
(2,513)
8,097
3,335
(170)
124,870
$
129,772
$
127,633
9,882
27,435
(413)
164,537
(1)
(2)
Includes dividends on the shares of mandatorily redeemable preferred stock.
Includes interest expense associated with capital leases.
8. 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 2016 Term Facility. The notional amount of the interest rate swap as of December 31, 2018 was $300.0 million.
The notional amount decreases by an additional $50.0 million every six months until the swap’s maturity in September 2021.
On January 1, 2018, the Company adopted ASU 2017-12, Derivatives and Hedging: Targeted Improvements to
Accounting for Hedging Activities, which changed the designation and measurement guidance for qualifying hedging
relationships as well as the presentation of hedging results, and as a result recorded a cumulative-effect adjustment to reclassify
a previously recorded loss of $0.7 million from retained earnings to accumulated other comprehensive income (loss) and
noncontrolling interests. For the year ended December 31, 2018, the Company received proceeds of $2.8 million that offset
interest expense and recorded interest expense of $0.7 million and $0.2 million for the years ended December 31, 2017 and
2016, respectively. As of December 31, 2018, $3.5 million is expected to be recognized through earnings over the following
twelve months.
h
bl b l
swap (in thousands):
d )
h
The table below presents the amounts and classification on the Company’s financial statements related to the interest rate
h
(i
d l
h i
i l
ifi
fi
d
h
l
i
As of December 31, 2018
b
f
As of December 31, 2017
For the year ended December 31, 2018
For the year ended December 31, 2018
For the year ended December 31, 2017
For the year ended December 31, 2016
Other assets
Accumulated other
comprehensive
income, net of tax
Other non-
operating
(income) expense
Interest
(income)
expense, net
$
$
5,789 $
6,387 $
4,934 (1)
5,992 (2)
$
$
$
—
314
—
$
$
$
(2,765)
707
183
101
_______________________________
(1)
(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.
Changes during the year ended December 31, 2017, on a pre-tax basis, consisted of changes in fair value of $1.4 million (effective
portion) and amortization of accumulated other comprehensive income prior to hedge de-designation of $0.7 million and removal
of a previous LIBOR floor of $(0.3) million.
ff
9.
INCOME TAXES
Income (loss) before income tax expense for the years ended December 31, 2018, 2017 and 2016 consists of the
following (in thousands):
U.S.
Canada
Total
Year Ended
December 31,
2018
Year Ended
December 31,
2017
Year Ended
December 31,
2016
$
$
254,172
(340)
253,832
$
$
244,995
(13,293)
231,702
$
$
196,557
1,146
197,703
The components of income tax expense (benefit) for the years ended December 31, 2018, 2017 and 2016 are as follows
(in thousands):
Federal (including foreign):
Current
Deferred
State:
Current
Deferred
Total
Year Ended
December 31,
2018
Year Ended
December 31,
2017
Year Ended
December 31,
2016
$
$
31,401
$
711
49,307
$
1,675
9,656
308
9,244
(712)
42,076
$
59,514
$
51,495
(23,377)
8,831
(2,598)
34,351
The differences between income tax expense at the effective tax rate and the statutory U.S. federal income tax rate for the
years ended December 31, 2018, 2017 and 2016 are as follows (in thousands):
Tax at statutory rate
State income tax
Foreign income tax rate differential
Nondeductible (nontaxable):
ESH REIT income
Change in expected distribution policy
Equity-based compensation
Other permanent differences
Estimate of future nontaxable distributions from
ESH REIT
Change in ESH REIT temporary differences
Change in deferred tax rate(1)
Valuation allowance
Tax credits
Other - net
Year Ended
December 31,
2018
Year Ended
December 31,
2017
Year Ended
December 31,
2016
$
53,305
21.0% $
81,096
35.0% $
69,196
35.0%
7,847
—
(14,976)
—
(524)
30
5,020
(9,525)
—
(2)
(661)
1,562
3.1
—
(5.9)
—
(0.2)
—
2.0
(3.7)
—
—
(0.3)
0.6
5,578
(4,741)
2.4
(2.0)
(25,689)
(11.1)
—
(263)
3,283
(2,054)
(2,102)
4,051
(427)
(497)
1,279
—
(0.1)
1.4
(0.9)
(0.9)
1.7
(0.2)
(0.2)
0.6
2,891
891
(34,132)
(1,633)
807
743
(8,461)
3,917
—
981
(648)
(201)
1.5
0.5
(17.3)
(0.8)
0.4
0.3
(4.3)
2.0
—
0.5
(0.3)
(0.1)
17.4%
Income tax expense - net
$
42,076
16.6% $
59,514
25.7% $
34,351
________________________
(1) Reflects the impact of the TCJA on Corporation deferred tax assets, specifically the remeasurement of deferred tax assets at December 31, 2017, using
newly enacted tax rates, which resulted in deferred income tax expense.
102
The significant components of deferred tax assets and deferred tax liabilities as of December 31, 2018 and 2017, consist
of the following (in thousands):
December 31,
2018
December 31,
2017
Deferred tax assets:
Net operating loss carryforwards
Accruals and allowances
Equity-based compensation
Depreciable property
Other
Total deferred tax assets
Valuation allowance
Net deferred tax assets
Deferred tax liabilities:
Undistributed ESH REIT income
Intangible assets
Prepaid expenses
Other
$
2,926
$
10,861
1,409
3,211
652
19,059
(2,926)
16,133
(5,578)
(2,600)
(629)
(17)
Total net deferred tax assets (liabilities):
$
7,309
$
2,900
15,072
1,603
4,028
426
24,029
(2,900)
21,129
(9,676)
(2,545)
(763)
(20)
8,125
ESH REIT has elected to be taxed and expects to continue to qualify as a REIT under Sections 856 through 860 of the
Code. A REIT is a legal entity that holds real estate assets and is generally not subject to federal and state income taxes. In
order to maintain qualification as a REIT, ESH REIT is required to distribute at least 90% of its taxable income, excluding net
capital gain, to its shareholders each year. In addition, ESH REIT must meet a number of complex organizational and
operational requirements. If ESH REIT were to fail to qualify as a REIT in any taxable year, it would be subject to federal
income taxes at regular corporate rates 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.
As of December 31, 2018, the Company completed its accounting for all tax effects related to the TCJA. As of
December 31, 2017, the Company estimated the remeasurement of its net deferred tax asset based on the newly enacted 21%
federal corporate income tax rate and during the year ended December 31, 2017, recorded provisional deferred income tax
expense of $4.1 million. This amount is no longer provisional and during the year ended December 31, 2018, there was no
material change from the previously recorded provisional amount.
During the years ended December 31, 2018, 2017 and 2016, ESH REIT recognized a dividends paid deduction for 100%
of its taxable income, incurring no federal income tax and minimal state and local income taxes.
ESH REIT had taxable income prior to distributions of $297.2 million, $231.6 million and $210.2 million for the years
ended December 31, 2018, 2017 and 2016, respectively. In 2018, ESH REIT made $277.8 million in cash distributions to its
shareholders, $277.1 million of which were considered ordinary taxable income and $0.7 million which were accumulated
distributions on restricted stock settled during the period. The 2018 cash distributions included $2.8 million previously
deducted in 2017 to fully offset 2017 taxable income. In 2017, ESH REIT made $235.1 million in cash distributions to its
shareholders, all of which were considered ordinary taxable income. The 2017 cash distributions included $6.2 million of
distributions previously deducted in 2016 to fully offset 2016 taxable income. In 2016, ESH REIT made $280.9 million in cash
distributions to its shareholders, all of which were considered ordinary taxable income. The 2016 cash distribution included a
special distribution of $86.5 million paid in January 2016. In 2015, $77.1 million of the special distribution was deductible; the
remaining $9.4 million was deductible in 2016.
As of December 31, 2018 and 2017, the Company recorded a valuation allowance related to the net operating loss
carryforwards of its Canadian Operating Lessee and state net operating losses of ESH REIT. The Company has concluded that,
in light of available evidence, it is more likely than not that these net operating loss carryforwards will not be realized.
103
As of December 31, 2018, the book basis of ESH REIT’s property and equipment was $21.9 million greater than the tax
basis.
The Company evaluates its open tax positions using the criteria established by ASC 740, Income Taxes. The Company
has concluded that it has not taken any material tax positions that are not more likely than not to be sustained upon examination
and has therefore not recorded any reserves for uncertain tax positions. The Company’s federal income tax returns for the years
2015 to present are subject to examination by the Internal Revenue Service and other taxing authorities.
As of December 31, 2018, Extended Stay America, Inc. was under examination by the Internal Revenue Service for the
tax year ending December 31, 2016. As of December 31, 2018, 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 December 31, 2018.
104
10. QUARTERLY RESULTS (Unaudited)
Quarterly financial data for the years ended December 31, 2018 and 2017 is as follows (in thousands, except per share
data):
Three Months Ended
March 31,
Three Months Ended
June 30,
Three Months Ended
September 30,
Three Months Ended
December 31,
2018
2017
2018
2017
2018
2017
2018
2017
Total revenues
Income from operations
Net income
Net (income) loss
attributable to noncontrolling
interests
Net income (loss)
attributable to common
shareholders
Net income (loss) per
common share—basic(1)
Net income (loss) per
common share—diluted(1)
_________________________
$
$
$ 297,767
$ 290,991
$ 336,501
$ 338,363
$ 351,076
$ 350,866
$ 289,715
$ 302,505
68,729
31,095
52,931
16,063
112,504
65,570
98,442
49,725
121,462
117,918
75,692
66,250
75,242
39,399
91,784
40,150
(16,243)
7,038
(514)
2,050
(3,790)
(12,374)
(78,345)
(90,055)
14,852
23,101
65,056
51,775
71,902
53,876
(38,946)
(49,905)
0.08
0.08
$
$
0.12
0.12
$
$
0.34
0.34
$
$
0.27
0.27
$
$
0.38
0.38
$
$
0.28
0.28
$
$
(0.21)
$
(0.26)
(0.21) (2) $
(0.26) (3)
(1) The sum of the four quarters may differ from the annual amount due to rounding.
(2) Excludes 0.4 million anti-dilutive securities.
(3) Excludes 0.5 million anti-dilutive securities.
11. EQUITY
The Corporation
The Corporation has authorized 3,500.0 million shares of common stock, par value $0.01 per share, of which 188.2
million and 192.1 million shares were issued and outstanding as of December 31, 2018 and 2017, respectively. Each share of
the Corporation’s outstanding common stock is attached to and trades as a single unit with one share of Class B common stock,
par value $0.01 per share, of ESH REIT.
The Corporation has authorized 350.0 million shares of preferred stock, $0.01 par value, of which 7,130 and 7,133 shares
of mandatorily redeemable voting preferred stock were issued and outstanding as of December 31, 2018 and 2017, respectively.
Dividends on these mandatorily redeemable voting preferred shares are payable quarterly in arrears at a rate of 8.0% per year.
With respect to dividend, distribution and liquidation rights, the 8.0% voting preferred stock ranks senior to the Corporation’s
common stock. The outstanding 8.0% mandatorily redeemable voting preferred shares are classified as a liability on the
accompanying consolidated balance sheets and are further described in Note 7.
The Corporation paid cash distributions totaling $45.8 million, $56.1 million and $74.2 million during the years ended
December 31, 2018, 2017 and 2016, respectively, to its common shareholders, all of which were considered taxable dividends.
p
Paired Share Repurchase Program
g —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 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
December 31, 2018, the Corporation and ESH REIT 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 Paired Share repurchase program.
Noncontrolling Interests
Third party equity interests in the Corporation consist of the outstanding shares of the Class B common stock of ESH
REIT, which represent approximately 43% of ESH REIT’s total common equity as of December 31, 2018 and 2017, and the
outstanding 125 shares of 12.5% preferred stock of ESH REIT. These interests, which are not owned by the Corporation, are
presented as noncontrolling interests.
105
ESH REIT
ESH REIT has authorized 4,300.0 million shares of Class A common stock, par value $0.01 per share, of which
250.5 million shares were issued and outstanding as of December 31, 2018 and 2017. All issued and outstanding shares of ESH
REIT Class A common stock were held by the Corporation as of December 31, 2018 and 2017. ESH REIT has authorized
7,800.0 million shares of Class B common stock, par value $0.01 per share, of which 188.2 million and 192.1 million shares
were issued and outstanding as of December 31, 2018 and 2017, respectively. Each share of ESH REIT’s outstanding Class B
common stock is attached to and trades as a single unit with one share of the Corporation’s common stock.
ESH REIT has authorized 350.0 million shares of preferred stock, par value $0.01 per share, of which no shares were
issued or outstanding as of December 31, 2018 and 2017. Additionally, ESH REIT has authorized 125 shares of preferred stock,
no par value, all of which were issued and outstanding as of December 31, 2018 and 2017. The outstanding ESH REIT
preferred stock pays dividends at a rate of 12.5% per year. With respect to dividends and distributions upon ESH REIT’s
liquidation, winding-up or dissolution, the 12.5% preferred stock ranks senior to the ESH REIT Class A and Class B common
stock. The liquidation preference of the 12.5% preferred stock is $1,000 per share plus any accumulated unpaid dividends.
Shares of 12.5% preferred stock may be redeemed, in whole or in part, at any time for a per share amount equal to the
liquidation preference plus all accumulated unpaid dividends.
ESH REIT paid cash distributions totaling $277.8 million (of which $157.8 million was paid to the Corporation),
$235.6 million (of which $132.8 million was paid to the Corporation), and $281.4 million (of which $155.3 million was paid to
the Corporation) during the years ended December 31, 2018, 2017 and 2016, respectively.
12. 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. 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 a lease for its corporate office. The office operating lease terminates in August 2021 and includes renewal
options for two five-year terms.
Rent expense on operating leases is recognized on a straight-line basis and was $3.2 million, $3.2 million, and $3.3
million for the years ended December 31, 2018, 2017 and 2016, respectively. Lease expenses, excluding costs associated with
capital leases, are included in hotel operating expense, while office lease expense is included in general and administrative
expenses in the accompanying consolidated statements of operations.
As of December 31, 2018 and 2017, capital lease assets totaled $3.8 million and $0, respectively, and are included in
property and equipment on the accompanying consolidated balance sheets (see Note 5). Capital lease liabilities totaled
$3.4 million and $0 as of December 31, 2018 and 2017, respectively, and are included in accounts payable and accrued
liabilities on the accompanying consolidated balances sheets.
Future minimum lease payments as of December 31, 2018, are as follows (in thousands):
Years Ending
December 31,,
2019
2020
2021
2022
2023
Thereafter
Total
g
Operating Leases
p
Capital Leases
p
Total
$
$
2,779
$
2,899
2,220
806
545
78,097
87,346
$
$
351
375
384
386
387
3,340
5,223
$
3,130
3,274
2,604
1,192
932
81,437
92,569
Letter of Credit—As of December 31, 2018, the Company had one outstanding letter of credit, issued by the
Corporation for $0.2 million, which is collateralized by the 2016 Corporation Revolving Credit Facility.
106
Other Commitments—As of December 31, 2018, accounts payable and accrued liabilities on the accompanying
consolidated balance sheet includes $12.3 million related to a resolved legal matter that is payable in early 2019. The amount is
expected to be reimbursed and is offset by a $12.3 million receivable included in other assets on the accompanying
consolidated balance sheet.
Legal Contingencies—The Company is not a party to any litigation or claims, other than routine matters arising in the
ordinary course of business that are incidental to the operation of the business of the Company. The Company believes that the
results of all claims and litigation, individually or in the aggregate, will not have a material adverse effect on its business or
consolidated financial statements.
13. EQUITY-BASED COMPENSATION
The Corporation and ESH REIT each maintain an 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 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 December 31, 2018, 5.1 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 $7.7 million, $7.6 million and $12.0 million for the years ended December 31, 2018, 2017 and
2016, respectively, and is included in general and administrative expenses in the accompanying consolidated statements of
operations.
aa
As of December 31, 2018, unrecognized compensation expense related to outstanding equity-based awards and the
related weighted-average period over which it is expected to be recognized subsequent to December 31, 2018 is presented in
the following table. Total unrecognized compensation expense will be adjusted for actual forfeitures.
Unrecognized
Compensation
Expense
Related to
Outstanding
Awards
(in thousands)
Remaining
Weighted-
Average
Amortization
Period
(in years)
RSAs/RSUs with service vesting conditions
RSUs with performance vesting conditions
RSUs with market vesting conditions
Total unrecognized compensation expense
$
$
5,632
—
2,619
8,251
1.8
—
1.8
107
RSA/RSU activity during the years ended December 31, 2018, 2017 and 2016, was as follows:
Service-Based Awards
Performance Vesting
Market Vesting
Number of
RSAs/RSUs
(in thousands)
Weighted-
Average Grant-
Date Fair
Value(1)
Number of
RSUs
(in thousands)
Weighted-
Average Grant-
Date Fair
Value
Number of
RSUs
(in thousands)
Weighted-
Average Grant-
Date Fair
Value(1)
Performance-Based Awards
992
536
$
$
(582) $
(54) $
892
272
$
$
(417) $
(145) $
602
401
$
$
(399) $
(81) $
523
46
556
7
516
$
$
$
$
$
18.24
14.08
16.66
15.56
16.93
17.51
17.75
15.13
17.06
19.42
17.46
18.05
18.42
23.66
18.46
19.11
18.41
19
166
$
$
(19) $
(47) $
119
192
$
$
(119) $
(39) $
153
57
$
$
(153) $
(25) $
32
145
$
$
— $
32
$
— $
19.07
14.07
19.07
14.07
14.07
17.45
14.07
17.45
17.45
19.52
17.45
19.52
19.52
17.45
—
19.52
—
556
441
$
$
— $
(25) $
972
104
$
$
— $
(865) $
211
204
$
$
(41) $
(77) $
297
41
170
50
247
$
$
$
$
$
6.81
12.03
—
13.19
9.01
18.58
—
8.35
16.46
17.41
20.76
15.36
16.79
20.76
20.48
12.03
17.75
Outstanding at January 1, 2016
Granted
Settled
Forfeited
Outstanding at December 31, 2016
Granted
Settled
Forfeited
Outstanding at December 31, 2017
Granted
Settled
Forfeited
Outstanding at December 31, 2018
Vested at December 31, 2017
Nonvested at December 31, 2017
Vested at December 31, 2018
Nonvested at December 31, 2018
_____________________
(1) An independent 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 lodging companies identified in the award agreements. During the year ended December 31, 2018, the grant-
date fair value of awards with market vesting conditions were calculated using a Monte Carlo simulation model with the
following key assumptions:
Expected holding period
Risk–free rate of return
Expected dividend yield
2.86 years
2.37%
4.61%
14. DEFINED CONTRIBUTION BENEFIT PLANS
ESA Management has a savings plan that qualifies under Section 401(k) of the Code for all employees meeting the
eligibility requirements of the plan. Through December 31, 2015, the plan had an employer-matching contribution of 50% of
the first 6% of an employee’s contribution, which vested over an employee’s initial five-year service period. For the period
from January 1, 2016 through September 9, 2016, the plan had an employer-matching contribution of 100% of the first 3% of
an employee’s contribution and 50% of the next 2% of an employee’s contribution, which vested immediately. Beginning
January 1, 2017, the plan has an employer-matching contribution of 50% of the first 6% of an employee’s contribution, which
vests over an employee’s initial three-year service period. The plan also provides for contribution of up to 100% of eligible
employee pretax salary, subject to the Code’s annual deferral limit of $18,500 during 2018 and $18,000 during 2017 and 2016.
108
Employer contributions, net of forfeitures, totaled $1.8 million, $1.7 million and $2.7 million for the years ended December 31,
2018, 2017 and 2016, respectively.
In June 2016, ESA Management established a non-qualified deferred compensation plan to allow certain eligible
employees an option to defer a portion of their compensation on a tax-deferred basis. Beginning January 2017, the plan had an
employer-matching contribution of 50% of the first 6% of an employee’s contribution, which vests over a three-year service
period. The plan is fully funded in a Rabbi Trust, which is subject to creditor claims in the event of insolvency, but the assets
held in the Rabbi Trust are not available for general corporate purposes. As of December 31, 2018 and 2017, plan assets and
liabilities of $1.4 million and $0.9 million, respectively, are included in other assets and accounts payable and accrued liabilities
on the accompanying consolidated balance sheets.
15. RELATED PARTY TRANSACTIONS
Investment funds and affiliates of Paulson & Co. Inc., a member of the Company’s former ownership group, held 7,036
shares of the Corporation’s outstanding mandatorily redeemable preferred stock as of December 31, 2018 and 2017. During
2017, the Corporation repurchased 14,069 preferred shares from investment funds and affiliates of Centerbridge Partners, L.P.
and The Blackstone Group L.P., each also members of the Company’s former ownership group, at par value, or $14.1 million.
As of December 31, 2018 and 2017, the outstanding balance owed by ESH REIT to the Corporation under the Unsecured
Intercompany Facility was $0. 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. The outstanding debt balance and interest expense owed
by ESH REIT to the Corporation related to this facility eliminate in consolidation (see Note 7).
During the year ended December 31, 2017, the Corporation and ESH REIT repurchased and retired 2.0 million Paired
Shares from investment funds and affiliates of Paulson & Co. Inc., Centerbridge Partners, L.P. and The Blackstone Group L.P.,
each members of the Company’s former ownership group, for $21.4 million and $12.2 million, respectively. These Paired Shares
were purchased in connection with secondary offerings consummated during the year ended December 31, 2017, and pursuant
to, and counted toward, the combined Paired Share repurchase program (see Note 11).
16. 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.
tt
109
The performance of the Company’s operating segments is evaluated primarily on income from operations. Selected
financial data is provided below (in thousands):
Year Ended December 31,
2017
2016
2018
Revenues:
Owned hotels
Franchise and management (1)
Total segment revenues
Corporate and other (2)
Other revenues from franchise and managed properties (3)
Intersegment eliminations (4)
Total
Income (loss) from operations:
Owned hotels (5)
Franchise and management (1)
Total segment income from operations
Corporate and other (2)
Other expenses from franchise and managed properties, net(3)
Total
$1,259,182
7,086
1,266,268
80,942
12,567
(84,718)
1,275,059
$1,282,725
3,873
1,286,598
75,692
—
(79,565)
1,282,725
$1,270,593
3,811
1,274,404
79,792
—
(83,603)
1,270,593
$ 394,669
7,086
401,755
(23,168)
(650)
$ 377,937
$ 383,061
3,873
386,934
(25,859)
—
$ 361,075
$ 385,033
3,811
388,844
(28,180)
—
$ 360,664
_________________________________
(1)
(2)
(3)
(4)
(5)
Includes intellectual property fees charged to the owned hotels segment of $3.8 million, $3.9 million and $3.8 million for the years
ended December 31, 2018, 2017 and 2016, respectively, that are eliminated in the consolidated statements of operations.
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 $80.9 million, $75.7 million and $79.8 million for the years ended December 31, 2018, 2017 and 2016,
respectively, that are eliminated in the consolidated statements of operations.
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).
Includes management fees, intellectual property fees and other cost reimbursements charged to the owned hotels segment that are
eliminated in the consolidated statements of operations.
Net of impairment charges of $43.6 million, $25.2 million and $9.8 million for the years ended December 31, 2018, 2017 and 2016,
respectively. Also includes gain on sale of hotel properties of $42.5 million and $10.0 million for the years ended December 31,
2018 and 2017, respectively.
Total assets for each of the Company’s operating segments are provided below (in thousands):
Assets:
Owned hotels
Franchise and management
Total segment assets
Corporate and other
Intersegment eliminations
Total
December 31,
2018
December 31,
2017
$
$
3,643,603
14,634
3,658,237
308,181
(42,208)
3,924,210
$
$
4,021,672
9,933
4,031,605
85,215
(40,815)
4,076,005
110
Total capital expenditures for each of the Company's operating segments are provided below (in thousands):
Capital Expenditures:
Owned hotels
Franchise and management
Total segment capital expenditures
Corporate and other
Total
17. REVENUE FROM CONTRACTS WITH CUSTOMERS
Disaggregation of Revenues
Year Ended
December 31,
2017
2016
2018
$ 207,997
$ 164,909
$ 224,043
250
208,247
1,027
—
164,909
1,469
—
224,043
1,280
$ 209,274
$ 166,378
$ 225,323
The following table disaggregates room revenues from owned hotels by booking source for the year ended December 31,
2018 (in thousands):
Property direct
Central call center
Proprietary website
Third-party intermediaries
Travel agency global distribution systems
Total room revenues from owned hotels(1)
$
December 31,
2018
360,718
303,336
220,734
300,965
51,558
$
1,237,311
_________________________________
(1)
In addition to room revenues, the Company’s owned hotels earned $21.9 million of other hotel revenues during the year ended
December 31, 2018.
The following table disaggregates room revenues from owned hotels by length of guest stay for the year ended
December 31, 2018 (in thousands):
1-6 nights
7-29 nights
30+ nights
Total room revenues from owned hotels(1)
December 31,
2018
$
$
457,380
261,674
518,257
1,237,311
_________________________________
(1)
In addition to room revenues, the Company’s owned earned $21.9 million of other hotel revenues during the year ended
December 31, 2018.
111
The following table disaggregates revenues from franchised and managed hotels for the year ended December 31, 2018
(in thousands):
Management fees
Franchise fees
$
Indirect reimbursements (system service fees)
Direct reimbursements
Total revenues from franchised and managed hotels
$
Outstanding Contract Liabilities
December 31,
2018
1,175
2,135
2,444
10,123
15,877
Contract liabilities relate to advanced 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 consolidated balance sheets. The following table presents outstanding
contract liabilities and the amount of outstanding January 1, 2018 contract liabilities that were recognized as revenue during the
year ended December 31, 2018 (in thousands):
As of December 31, 2018
As of January 1, 2018
Outstanding Contract
Liabilities as of
January 1, 2018
Recognized as Revenue
Outstanding
Contract
Liabilities
$
$
13,829
9,284
For the year ended December 31, 2018
$
8,819
Performance Obligations
As of December 31, 2018, $8.9 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.
18. SUBSEQUENT EVENTS
Effective January 1, 2019, the Boards of Directors of the Corporation and ESH REIT authorized an extension of the
maturity date of the Paired Share repurchase program through December 31, 2019.
On February 27, 2019, the Board of Directors of the Corporation declared a cash distribution of $0.07 per share for the
fourth quarter of 2018 on its common stock. This distribution is payable on March 28, 2019 to shareholders of record as of
March 14, 2019. Also on February 27, 2019, the Board of Directors of ESH REIT declared a cash distribution of $0.15 per
share for the fourth quarter of 2018 on its Class A and Class B common stock. This distribution is also payable on March 28,
2019 to shareholders of record as of March 14, 2019.
112
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of ESH Hospitality, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of ESH Hospitality, Inc. and subsidiaries (the "Company") as
of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income, changes in equity,
and cash flows, for each of the three years in the period ended December 31, 2018, and the related notes and the schedule listed
in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its
operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting
principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in
Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated February 27, 2019, expressed an unqualified opinion on the Company's internal control over
financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Deloitte and Touche LLP
Charlotte, North Carolina
February 27, 2019
We have served as the Company’s auditor since 2013.
113
ESH HOSPITALITY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2018 AND 2017
(In thousands, except share and per share data)
ASSETS
PROPERTY AND EQUIPMENT - Net of accumulated depreciation of $1,215,899 and $1,143,164
$
3,467,645
$
3,775,640
December 31,
2018
December 31,
2017
RESTRICTED CASH
CASH AND CASH EQUIVALENTS
RENTS RECEIVABLE FROM EXTENDED STAY AMERICA, INC. (Note 11)
DEFERRED RENTS RECEIVABLE FROM EXTENDED STAY AMERICA, INC. (Note 11)
INTANGIBLE ASSETS - Net of accumulated amortization of $36 and $0
GOODWILL
OTHER ASSETS
TOTAL ASSETS
LIABILITIES AND EQUITY
LIABILITIES:
Term loan facilities payable - Net of unamortized deferred financing costs and debt discount
of $14,879 and $18,695
Senior notes payable - Net of unamortized deferred financing costs and debt discount
of $26,206 and $30,344
Unearned rental revenues from Extended Stay America, Inc. (Note 11)
Due to Extended Stay America, Inc., net (Note 11)
Accounts payable and accrued liabilities
Deferred tax liabilities
Total liabilities
COMMITMENTS AND CONTINGENCIES (Note 12)
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, 188,219,605
and 192,099,933 shares issued and outstanding
Additional paid in capital
Preferred stock—no par value, $1,000 liquidation value, 125 shares authorized, issued and
outstanding
Retained earnings
Accumulated other comprehensive income
Total equity
TOTAL LIABILITIES AND EQUITY
See accompanying notes to consolidated financial statements.
—
178,538
4,098
8,637
2,760
44,012
22,692
15,985
38,930
3,704
24,388
—
47,584
29,212
$
$
3,728,382
$
3,935,443
1,121,713
$
1,265,112
1,273,794
1,269,656
37,506
12,177
68,018
20
40,523
7,055
60,755
48
2,513,228
2,643,149
4,387
4,426
1,090,809
1,088,793
73
114,096
5,789
1,215,154
$
3,728,382
$
73
191,964
7,038
1,292,294
3,935,443
114
ESH HOSPITALITY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016
(In thousands, except per share data)
REVENUES - Rental revenues from Extended Stay America, Inc. (Note 11)
$
667,428
$
683,500
$
694,275
Year Ended
December 31,
2018
Year Ended
December 31,
2017
Year Ended
December 31,
2016
OPERATING EXPENSES:
Hotel operating expenses
General and administrative expenses (Note 11)
Depreciation and amortization
Impairment of long-lived assets
Total operating expenses
(LOSS) GAIN ON SALE OF HOTEL PROPERTIES, NET (Note 4)
OTHER INCOME
INCOME FROM OPERATIONS
OTHER NON-OPERATING INCOME
INTEREST EXPENSE, NET
INCOME BEFORE INCOME TAX EXPENSE
INCOME TAX EXPENSE
NET INCOME
NET INCOME PER ESH HOSPITALITY, INC. COMMON SHARE:
Class A - basic
Class A - diluted
Class B - basic
Class B - diluted
WEIGHTED-AVERAGE ESH HOSPITALITY, INC. COMMON SHARES
OUTSTANDING:
Class A - basic
Class A - diluted
Class B - basic
Class B - diluted
See accompanying notes to consolidated financial statements.
85,089
15,245
207,313
—
307,647
(5,624)
645
354,802
(869)
124,745
230,926
797
230,129
0.52
0.52
0.52
0.52
250,494
250,494
189,389
189,821
$
$
$
$
$
90,495
14,801
225,484
15,046
345,826
8,562
673
346,909
(227)
130,923
216,213
1,229
214,984
0.49
0.48
0.48
0.48
250,494
250,494
193,101
193,101
$
$
$
$
$
89,166
14,264
216,394
—
319,824
—
5
374,456
(1,245)
163,443
212,258
51
212,207
0.47
0.47
0.47
0.47
250,494
250,494
200,572
200,736
$
$
$
$
$
115
ESH HOSPITALITY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016
(In thousands)
NET INCOME
OTHER COMPREHENSIVE INCOME, NET OF TAX:
FOREIGN CURRENCY TRANSLATION ADJUSTMENTS:
FOREIGN CURRENCY TRANSLATION GAIN, NET OF TAX
OF $0, $0 AND $91
RECLASSIFICATION ADJUSTMENT - SALE OF CANADIAN
HOTEL PROPERTIES, NET OF TAX OF $0, $(264) AND $0
TOTAL FOREIGN CURRENCY TRANSLATION
ADJUSTMENTS
DERIVATIVE ADJUSTMENTS:
INTEREST RATE CASH FLOW HEDGE (LOSS) GAIN, NET
OF TAX OF $(13), $0, AND $16
RECLASSIFICATION ADJUSTMENT - AMOUNTS
RECLASSIFIED TO NET INCOME, NET OF TAX OF $0
TOTAL DERIVATIVE ADJUSTMENTS
Year Ended
December 31,
2018
Year Ended
December 31,
2017
Year Ended
December 31,
2016
$
230,129
$
214,984
$
212,207
—
—
—
(585)
—
(585)
531
12,256
12,787
1,400
663
2,063
583
—
583
4,975
—
4,975
COMPREHENSIVE INCOME
$
229,544
$
229,834
$
217,765
See accompanying notes to consolidated financial statements.
116
ESH HOSPITALITY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016
(In thousands, except per share data)
Common Stock
Preferred Stock
Class A
Shares
Class B
Shares
Amount
Shares
Amount
Additional
Paid in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total
Equity
BALANCE -
January 1, 2016
Net income
Foreign currency
translation gain,
net of tax
Interest rate cash
flow hedge gain,
net of tax
Repurchase of
Class B common
stock
Common
distributions -
$0.43 per Class A
and Class B
common share
Preferred
distributions
Equity-based
compensation
BALANCE -
December 31, 2016
Net income
Foreign currency
translation gain,
net of tax
Interest rate cash
flow hedge gain,
net of tax
Repurchase of
Class B common
stock
Common
distributions -
$0.53 per Class A
and Class B
common share
Preferred
distributions
Equity-based
compensation
BALANCE—
December 31, 2017
Net income
Cumulative
effect adjustment
of ASC 2017-12
Interest rate cash
flow hedge loss,
net of tax
Repurchase of
Class B common
stock
Common
distributions -
$0.63 per Class A
and Class B
common share
Preferred
distributions
Equity-based
compensation
BALANCE -
December 31, 2018
250,494
204,594
$
4,554
125
$
—
—
—
—
—
—
—
—
—
—
—
—
—
(9,415)
(94)
—
—
228
—
—
2
250,494
195,407
4,462
—
—
—
—
—
—
—
—
—
—
—
—
—
(3,624)
(39)
—
—
317
—
—
3
250,494
192,100
4,426
—
—
—
—
—
—
—
—
—
—
—
—
—
(4,307)
(43)
—
—
426
—
—
4
—
—
—
—
—
—
—
125
—
—
—
—
—
—
—
125
—
—
—
—
—
—
—
73
—
—
—
—
—
—
—
73
—
—
—
—
—
—
—
73
—
—
—
—
—
—
—
See accompanying notes to consolidated financial statements.
117
$ 1,168,903
$
186,306
$
(13,370) $1,346,466
—
—
—
—
212,207
—
212,207
—
—
583
583
4,975
4,975
(53,581)
—
(53,675)
(26,933)
(168,384)
(22,737)
—
(22,776)
(58,523)
(176,799)
(16)
—
176,532
214,984
—
—
(16)
—
191,964
230,129
664
—
—
—
—
(195,317)
(16)
2,696
(7,812)
1,317,919
—
214,984
12,787
12,787
2,063
2,063
—
—
—
(235,322)
(16)
2,655
7,038
1,292,294
—
230,129
(664)
—
(585)
(585)
(31,016)
—
(31,059)
(277,629)
(16)
—
—
—
—
(277,629)
(16)
2,020
—
2,694
1,144,664
—
—
—
—
—
2,652
1,088,793
—
—
—
—
—
—
2,016
250,494
188,219
$
4,387
125
$
73
$ 1,090,809
$
114,096
$
5,789
$1,215,154
ESH HOSPITALITY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016
(In thousands)
OPERATING ACTIVITIES:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Foreign currency transaction loss (gain)
Loss on interest rate swap
Amortization and write-off of deferred financing costs and debt discount
Debt prepayment and extinguishment costs
Amortization and write-off of above-market ground leases
Loss on disposal of property and equipment
Loss (gain) on sale of hotel properties, net
Impairment of long-lived assets
Equity-based compensation
Deferred income tax (benefit) expense
Changes in assets and liabilities:
Deferred rents receivable from Extended Stay America, Inc.
Due (to) from Extended Stay America, Inc., net
Other assets
Unearned rental revenues/rents receivable from Extended Stay America, Inc., net
Accounts payable and accrued liabilities
Net cash provided by operating activities
INVESTING ACTIVITIES:
Purchases of property and equipment
Acquisition of hotel property
Development in process payments
Payments for intangible assets
Proceeds from sale of hotel properties
Proceeds from insurance and related recoveries
FINANCING ACTIVITIES:
Net cash provided by (used in) investing activities
Principal payments on mortgage loan
Proceeds from term loan facilities, net of debt discount
Principal payments on term loan facilities
Proceeds from senior notes, net of debt discount
Proceeds from revolving credit facility
Payments on revolving credit facility
Proceeds from loan payable to Extended Stay America, Inc.
Principal payments on loan payable to Extended Stay America, Inc.
Payments of deferred financing costs
Debt prepayment and extinguishment
Net proceeds to Extended Stay America, Inc.
Repurchase of common stock
Issuance of Class B common stock related to issuance of Paired Shares
Common distributions
Preferred distributions
Net cash used in financing activities
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Beginning of period
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - End of period
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash payments for interest, excluding prepayment and other penalties
Cash payments for income taxes, net of refunds of $6, $5 and $416
NONCASH INVESTING AND FINANCING ACTIVITIES:
$
$
$
$
Capital expenditures included in due to/from Extended Stay America, Inc. and accounts
payable and accrued liabilities
$
Capital lease assets included in accounts payable and accrued liabilities
Principal payments on term loan facilities included in accounts payable and accrued liabilities $
$
Deferred financing costs included in accounts payable and accrued liabilities
$
Proceeds from sale of hotel properties included in other assets
Common distributions included in accounts payable and accrued liabilities
$
Net receivable related to RSUs not yet settled or issued included in due to/from Extended
Stay America, Inc.
$
$
See accompanying notes to consolidated financial statements.
118
Year Ended
December 31,
2018
Year Ended
December 31,
2017
Year Ended
December 31,
2016
$
230,129
$
214,984
$
212,207
207,313
340
—
8,505
1,183
(1,426)
3,413
5,624
—
836
(15)
15,044
(2,323)
(3,541)
(3,412)
4,788
466,458
(153,513)
(12,733)
(34,790)
(2,796)
309,062
6,488
111,718
—
—
(147,215)
—
—
—
—
—
—
(1,183)
—
(31,057)
2,732
(277,814)
)
(
(16)
(454,553)
)
(
123,623
54,915
,
178,538
117,756
730
27,505
$
$
$
$
$
225,484
(541)
667
7,987
2,351
(136)
8,606
(8,562)
15,046
412
(3,733)
15,162
(1,261)
(2,855)
(470)
452
473,593
(163,797)
—
—
—
57,989
3,302
)
(102,506)
(
—
—
(16,193)
—
105,000
(150,000)
—
(50,000)
—
(2,351)
—
(22,773)
1,915
(235,604)
)
(
(16)
(370,022)
)
(
1,065
53,850
,
54,915
125,006
2,483
12,314
$
$
$
$
$
$
4
— $
— $
— $
$
792
403
$
— $
— $
— $
$
$
12,589
983
1,386
$
216,394
(1,245)
—
30,358
3,999
(136)
10,739
—
—
126
571
1,288
4,400
3,268
3,267
7,113
492,349
(222,257)
—
—
—
—
2,958
)
(
(219,299)
(1,931,157)
1,293,500
(366,463)
788,000
70,000
(25,000)
75,000
(25,000)
(34,165)
(3,999)
(10,306)
(53,675)
1,244
(281,364)
)
(
(16)
(503,401)
)
(
(230,351)
284,201
,
53,850
116,919
1,712
20,996
—
3,250
76
—
1,269
958
ESH HOSPITALITY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2018 AND 2017 AND FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016
1. 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
December 31, 2018, represents approximately 57% of the outstanding common stock of ESH REIT.
A “Paired Share” consists of one share of common stock, par value $0.01 per share, of the Corporation, that is attached to
and trades as a single unit with one share of Class B common stock, par value $0.01 per share, of ESH REIT. Each outstanding
share of ESH REIT Class B common stock is attached to and trades with one share of Corporation common stock.
As of 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. As of December 31, 2017, ESH REIT and its subsidiaries owned and leased 624
hotel properties in 44 U.S. states, consisting of approximately 68,600 rooms. All hotels are leased to wholly-owned subsidiaries
of the Corporation (the “Operating Lessees”).
Basis of Consolidation
The accompanying 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 consolidated statements of cash flows, certain prior period
amounts have been reclassified for comparability to current period presentation.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates—The preparation of the accompanying 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.
Cash and Cash Equivalents—ESH REIT considers all cash on hand, demand deposits with financial institutions and
short-term, highly liquid investments with original maturities of three months or less to be cash equivalents. ESH REIT has
deposits in excess of $250,000 with financial institutions that are not insured by the Federal Deposit Insurance Corporation.
ESH REIT does not believe cash and cash equivalents expose it to significant credit risk.
Restricted Cash—Restricted cash consists of net sale proceeds from hotel sales held by qualified intermediaries pursuant
to pending tax-free exchanges under Section 1031 of the Internal Revenue Code (“1031 exchanges”).
Property Acquisitions—The purchase price of net tangible and identified intangible assets and liabilities are recorded
based on their relative fair values on the date of acquisition. The fair value of acquired land, site improvements, building and
improvements and furniture, fixtures and equipment are determined on an “if-vacant” basis considering a variety of factors,
including the physical condition and quality of the hotels, estimated rates and valuation assumptions consistent with current
market conditions, independent appraisals and other relevant market data obtained in connection with the acquisition of the
hotels. The results of operations of acquired hotel properties are included in the accompanying consolidated statements of
operations since their dates of acquisition.
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
119
expense as incurred. Depreciation and amortization are recorded on a straight-line basis over the following estimated useful
lives:
Hotel buildings
Hotel building improvements
Hotel site improvements
Hotel furniture, fixtures and equipment
7–49 years
4–39 years
3–20 years
2–10 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 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).
Intangible Assets—Intangible assets include licenses related to certain internal-use software. Licenses are amortized
using the straight-line method over their estimated useful life, which is the remaining non-cancellable term of the respective
contract. Intangible assets are reviewed for impairment quarterly and whenever events or changes in circumstances indicate that
their carrying amount may not be recoverable. ESH REIT tests for impairment more frequently if events or circumstances
change that would more likely than not reduce the fair value of its reporting unit below its carrying amount. No impairment
charges related to intangible assets were recognized during the year ended December 31, 2018.
Goodwill—Goodwill represents the excess purchase price over the fair value of net assets acquired. ESH REIT tests
goodwill for impairment quarterly and more frequently if events or circumstances change that would more likely than not
reduce the fair value of a reporting unit below its carrying amount. ESH REIT has one operating segment, which is its reporting
unit; therefore, management analyzes goodwill associated with all hotels when analyzing for potential impairment. ESH REIT
first assesses qualitative factors to determine if it is not more likely than not that the fair value of its reporting unit is less than
its carrying amount. No impairment charges related to goodwill were recognized during the years ended December 31, 2018,
2017 or 2016.
Assets Held For Sale—ESH REIT classifies assets as held for sale when management commits to a formal plan to sell
the assets, actively seeks a buyer for the assets and the consummation of a sale is considered probable and is expected within
one year. ESH REIT takes into consideration when determining whether the consummation of a sale is probable the following
criteria: (i) whether a purchase and sale agreement has been executed, (ii) whether the buyer has a significant non-refundable
deposit at risk and (iii) whether significant financing contingencies exist. Upon designating an asset as held for sale, ESH REIT
stops recognizing depreciation expense and records the asset at the lower of its carrying value, including allocable goodwill, or
its estimated fair value less estimated costs to sell. Any such adjustment in the carrying value is recognized as an impairment
charge.
Discontinued Operations—ESH REIT classifies hotel properties sold or held for sale as discontinued operations when
the disposal represents a strategic shift that has (or will have) a major effect on ESH REIT’s operations and financial results,
which would require separate presentation on the consolidated balance sheets and statements of operations. No hotel properties
were classified as discontinued operations during the years ended December 31, 2018, 2017 or 2016.
Deferred Financing Costs—Costs incurred in obtaining financing are amortized over the terms of the related loans on a
straight-line basis, which approximates the effective interest method. Deferred financing costs are presented in the
accompanying consolidated balance sheets as a direct deduction of the carrying amount of the related debt liability, except
those incurred under a revolving-debt arrangement which are presented as a component of other assets. Upon repayment, or in
conjunction with a material change in the terms of the underlying debt agreement, remaining unamortized costs are written off
as a component of net interest expense. Amortization of deferred financing costs is also included as a component of interest
expense (see Note 6).
120
Revenue Recognition—ESH REIT’s sole source of revenues is rental revenue derived from leases with subsidiaries of
the Corporation (i.e., all revenues are generated from agreements with related parties (see Note 11). 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 consolidated balance sheets represent monthly rental amounts contractually due. Deferred rents
receivable from Extended Stay America, Inc. on the accompanying 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 consolidated balance sheets. Contingent rental revenues, specifically percentage rental revenues related to hotel
revenues of the Operating Lessees, are recognized when such amounts are fixed and determinable (i.e., only when percentage
rental revenue thresholds have been achieved).
Fair Value of Financial Instruments—U.S. GAAP establishes a three-level valuation hierarchy based upon observable
and unobservable inputs for fair value measurement of financial instruments:
Level 1—Observable inputs, such as quoted prices in active markets at the measurement date for identical assets or
liabilities
Level 2 —Significant inputs that are observable, directly or indirectly, such as other quoted prices in markets that are not
active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability
Level 3—Significant unobservable inputs for which there is little to no market data and for which ESH REIT makes its
own assumptions about how market participants would price the asset or liability
Fair value is defined as the price that would be received when selling an asset or the price paid to transfer a liability in an
orderly transaction between market participants at the measurement date (exit price). In instances where inputs used to measure
fair value fall into different levels of the fair value hierarchy, the level in the fair value hierarchy within which the fair value
measurement in its entirety has been determined is based on the lowest-level input significant to the fair value measurement.
ESH REIT’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment
and considers factors specific to the asset or liability.
ESH REIT’s financial instruments consist of cash and cash equivalents, restricted cash, certain other assets (deposits),
accounts payable and accrued liabilities, intercompany and term loans, senior notes and its revolving credit facility. The
carrying values of cash and cash equivalents, restricted cash, certain other assets (deposits), accounts payable and accrued
liabilities and ESH REIT’s revolving credit facility are representative of their fair values due to the short-term nature or
frequent settlement of these instruments. The fair values of intercompany and term loans and senior notes are determined by
comparing current borrowing rates and risk spreads offered in the market to the stated interest rates and spreads on ESH REIT’s
current intercompany and term loans and senior notes or from quoted market prices, when available (see Note 6).
Derivative Instruments—ESH REIT from time to time uses derivative instruments to manage its exposure to interest
rate risks. ESH REIT’s primary objective in holding derivatives is to reduce the volatility of cash flows and earnings associated
with changes in interest rates. ESH REIT’s derivatives expose it to credit risk to the extent that counterparties may be unable to
meet the terms of the agreement. ESH REIT seeks to mitigate such risks by limiting its counterparties to major financial
institutions. In addition, the potential risk of loss with any one counterparty resulting from this type of credit risk is
monitored. Management does not expect material losses as a result of defaults by counterparties. Derivative instruments,
including derivative instruments embedded in other contracts, are recorded in the accompanying consolidated balance sheets as
either assets or liabilities measured at fair value, unless the transactions qualify and are designated as normal purchases and
sales. Changes in fair value are recognized currently in earnings unless specific hedge accounting criteria are met (see Note 7).
ESH REIT does not enter into derivative instruments for trading or speculative purposes.
Investments—ESH REIT consolidates a subsidiary when it has the ability to direct the activities that most significantly
impact the economic performance of the subsidiary. Judgment is required with respect to the consolidation of investments,
including partnership and joint venture entities, in terms of the evaluation of control, including assessment of the importance of
rights and privileges of the partners based on voting rights, as well as financial interests that are not controllable through voting
interests. Third party equity interests in consolidated subsidiaries are presented as noncontrolling interests.
ESH REIT evaluates subsidiaries and affiliates, as well as other entities, to determine if they are variable interest entities
(“VIEs”). If a subsidiary, affiliate or other entity is a VIE, it is subject to the consolidation framework specifically for VIEs.
ESH REIT considers an entity a VIE if equity investors own an interest therein that does not have the characteristics of a
controlling financial interest or if such investors do not have sufficient equity at risk for the entity to finance its activities
without additional subordinated financial support. In accordance with Financial Accounting Standards Board (“FASB”) ASC
121
810, “Consolidations,” ESH REIT reviews subsidiaries and affiliates, as well as other entities, to determine if (i) they should be
considered VIEs, and (ii) whether their consolidation determinations should change based on changes in their characteristics.
Income Taxes—ESH REIT accounts for income taxes under the asset and liability method, which requires the
recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in
the financial statements. Under this method, ESH REIT determines deferred tax assets and liabilities on the basis of the
differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year
in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is
recognized in income in the period that includes the enactment date. ESH REIT’s deferred tax rates are adjusted to reflect
expected future distributions and the deduction allowed upon distribution.
ESH REIT recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be
realized. In making such a determination, ESH REIT considers all available positive and negative evidence, including future
reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of
recent operations. If ESH REIT determines that it would be able to realize its deferred tax assets in the future in excess of their
t
net recorded amount, ESH REIT would make an adjustment to the deferred tax asset valuation allowance, which would reduce
the provision for income taxes. ESH REIT records uncertain tax positions in accordance with ASC 740 on the basis of a two-
step process in which (1) ESH REIT determines whether it is more likely than not that the tax positions will be sustained on the
basis of the technical merits of the position, and (2) for those tax positions that meet the more-likely-than-not recognition
threshold, ESH REIT recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon
ultimate settlement with the related tax authority.
ESH REIT has elected to be taxed as and expects to continue to qualify as a real estate investment trust (“REIT”) under
provisions of the Internal Revenue Code, 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 capital gains, 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. 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.
During the years ended December 31, 2018, 2017 and 2016, ESH REIT distributed approximately 100% of its taxable
income and, as a result, incurred minimal current federal income tax. In the future, 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. ESH REIT will incur federal and state income tax at statutory rates if its
taxable income is not distributed.
Foreign Currency—ESH REIT sold its three Extended Stay Canada-branded hotels in 2017. Prior to the completion of
the sale, the financial statements of ESH REIT’s Canadian subsidiaries and its investments therein were maintained in their
functional currency, the Canadian dollar, and their revenues and expenses were translated into U.S. dollars using the average
exchange rate for the period. The assets and liabilities of these subsidiaries were translated into U.S. dollars using the exchange
rate in effect at the balance sheet date. Due to the fact that ESH REIT’s Canadian subsidiaries liquidated substantially all of
their assets, their functional currency changed to the U.S. dollar and $12.5 million of accumulated foreign currency translation
loss was charged to the consolidated statement of operations during the year ended December 31, 2017. As of December 31,
2016, foreign currency translation losses, net of tax, of $12.8 million were reflected in accumulated other comprehensive loss
as a component of equity. Foreign currency transaction losses (gains) of $0.3 million, $(0.5) million and $(1.2) million are
included in other non-operating expense (income) in the accompanying consolidated statements of operations for the years
ended December 31, 2018, 2017 and 2016, respectively.
Comprehensive Income—Comprehensive income includes net income and other comprehensive income, which consists
of foreign currency translation adjustments and interest rate cash flow hedge adjustments. Comprehensive income is presented
in the accompanying consolidated statements of comprehensive income. Foreign currency translation adjustments and interest
rate cash flow hedge adjustments are presented as separate components of consolidated equity.
Equity-Based Compensation—ESH REIT maintains a Long-Term Incentive Plan (“LTIP”), as amended and restated in
2015, approved by its shareholders. Under the LTIP, ESH REIT may issue to eligible employees or directors restricted stock
awards (“RSAs”), restricted stock units (“RSUs”) or other equity-based awards, in respect of Paired Shares, with service,
performance or market vesting conditions. ESH REIT recognizes costs related to equity-based awards over their vesting
122
periods. ESH REIT classifies equity-based awards granted in exchange for employee or director services as either equity
awards or as liability awards. The classification of an award either as an equity award or a liability award is generally based
upon cash settlement options. Equity awards are measured based on their fair value on the date of grant. Liability awards are re-
measured to fair value each reporting period. The value of all awards is recognized over the requisite service period, which is
the period during which an employee or director is required to provide services in exchange for the award (usually the vesting
period). No compensation expense is recognized for awards for which employees or directors do not render the requisite
services. All awards are classified as equity awards.
Segments—ESH REIT’s hotel ownership business represents a single operating segment based on the way ESH REIT
manages its business and operations. ESH REIT leases its hotel properties to similar classes of customers. The amounts of
long-lived assets and revenues outside the U.S. are not significant for any period presented.
Recently Issued Accounting Standards
Fair Value Measurement—In August 2018, the 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 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 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, and expects it to have no material effect on ESH REIT’s consolidated
financial statements.
In May 2017, the FASB issued an accounting standards update that provides guidance about which changes to the terms
or conditions of a share-based payment award requires an entity to apply modification accounting. ESH REIT adopted this
update on January 1, 2018, using a prospective transition method. The adoption of this update did not have a material effect on
ESH REIT’s consolidated financial statements.
Goodwill—In January 2017, the FASB issued an accounting standards update in which the guidance on testing for
ll
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 the adoption of this update to have a material effect on its consolidated financial statements.
Statement of Cash Flows—In August and November 2016, the FASB issued accounting standards updates which
provide additional clarity on the classification of specific events on the statement of cash flows. These events include debt
prepayment and extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made
after a business combination, proceeds from settlement of insurance claims, distributions received from equity method
investees and beneficial interests in securitization transactions. These updates also require amounts generally described as
restricted cash to be included with cash and cash equivalents when reconciling beginning-of-period and end-of-period total
amounts on the statement of cash flows. ESH REIT adopted these updates on January 1, 2018, using a retrospective transition
method to each period presented. The adoption of these updates required cash outflows related to debt prepayment and
extinguishment costs, which totaled $1.2 million during the year ended December 31, 2018, to be classified as financing
activities. For the years ended December 31, 2017 and 2016, debt modification and extinguishment costs totaling $2.4 million
123
and $4.0 million, respectively, have been reclassified from their original classification as operating activities to financing
activities in the accompanying consolidated statements of cash flows. An additional effect of the adoption of these accounting
standards was to include restricted cash in the beginning and end of period balances instead of in investing activities, as they
were previously. For the years ended December 31, 2017 and 2016, changes in restricted cash included within net cash (used
in) provided by investing activities, as originally presented, was $(15.6) million and $60.6 million, respectively.
Derivatives and Hedging—In August 2017, the FASB issued an accounting standards update which changes the
gg
designation and measurement guidance for qualifying hedging relationships and the presentation of hedging results. This
update expands and refines hedge accounting and aligns recognition and presentation of its effects within the financial
statements. ESH REIT adopted this update on January 1, 2018 and recorded a cumulative-effect adjustment to reclassify a
previously recorded loss of $0.7 million from retained earnings to accumulated other comprehensive income. In addition to the
cumulative-effect adjustment, impacts of adoption included the elimination of hedge ineffectiveness related to designated
interest rate swaps, the presentation of all interest rate hedge related items that impact earnings in the interest expense line item
in the consolidated statements of operations and an election to perform qualitative assessments of hedge effectiveness.
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 will apply the
standard at the beginning of the period of adoption and will present financial information for periods prior to January 1, 2019,
in accordance with prior guidance. Implementation had no cumulative effect on retained earnings. Adoption resulted in the
recognition of right-of-use assets of $6.6 million, which included adjustments for accrued lease payments, above market lease
liabilities and lease incentives, and lease liabilities of $12.7 million. Right-of-use assets and lease liabilities recognized upon
adoption included existing assets and liabilities of $3.8 million and $3.4 million, respectively, related to capital leases
accounted for under 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 components of a contract. The election of these practical expedients meant ESH REIT
continued to account for all leases that commenced prior to January 1, 2019, in accordance with prior guidance, except that
ESH REIT recognized a right-of use asset and a lease liability for all operating leases based on the present value of the
remaining minimum rental payments.
a
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.
124
3. 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 potentially dilutive securities. Dilutive securities include certain equity-based awards (see Note
13) 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):
Year Ended
December 31,
2018
Year Ended
December 31,
2017
Year Ended
December 31,
2016
Numerator:
Net income
Less preferred dividends
Net income available to ESH Hospitality, Inc. common shareholders
Class A:
Net income available to ESH Hospitality, Inc. Class A common
shareholders - basic
Less amounts available to ESH Hospitality, Inc. Class B
shareholders assuming conversion
Net income available to ESH Hospitality, Inc. Class A common
shareholders - diluted
Class B:
Net income available to ESH Hospitality, Inc. Class B common
shareholders - basic
Amounts available to ESH Hospitality, Inc. Class B shareholders
assuming conversion
Net income available to ESH Hospitality, Inc. Class B common
shareholders - diluted
Denominator:
Class A:
Weighted-average number of ESH Hospitality, Inc. Class A
common shares outstanding - basic and diluted
Class B:
Weighted-average number of ESH Hospitality, Inc. Class B
common shares outstanding - basic
Dilutive securities
Weighted-average number of ESH Hospitality, Inc. Class B
common shares outstanding - diluted
Net income per ESH Hospitality, Inc. common share -
Class A - basic
Net income per ESH Hospitality, Inc. common share -
Class A - diluted
Net income per ESH Hospitality, Inc. common share -
Class B - basic
Net income per ESH Hospitality, Inc. common share -
Class B - diluted
Anti-dilutive securities excluded from net income per common share -
Class B - diluted
$
$
$
$
$
$
$
$
$
$
$
$
230,129
(16)
230,113
$
$
214,984
(16)
214,968
$
$
212,207
(16)
212,191
131,039
$
121,627
$
118,787
(128)
(392)
(43)
130,911
$
121,235
$
118,744
99,074
$
93,341
$
93,404
128
—
43
99,202
$
93,341
$
93,447
250,494
250,494
250,494
189,389
$
193,101
$
200,572
432
189,821
0.52
0.52
0.52
0.52
—
$
$
$
$
$
—
193,101
0.49
0.48
0.48
0.48
569
$
$
$
$
$
164
200,736
0.47
0.47
0.47
0.47
—
125
4. HOTEL ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS
On May 30, 2018, ESH REIT acquired an operating hotel from Legacy Rock Hill, LLC for $13.0 million. Other than
ordinary components of prorated net working capital, no liabilities were assumed in the purchase. The acquisition was
accounted for as a business combination in accordance with ASC 805, Business Combinations, which requires that the
consideration be allocated to acquired assets and assumed liabilities based on their acquisition date fair values. Legal,
professional and other costs directly related to the acquisition were $0.2 million for the year ended December 31, 2018 and are
included in general and administrative expenses in the accompanying consolidated statements of operations.
The purchase price allocation among the assets acquired is as follows (in thousands, except for estimated useful lives):
Land and site improvements
Building and improvements
Furniture, fixtures and equipment
Total purchase price
Estimated
Useful Life
3-20 years
4-49 years
2-10 years
Amount
$
$
1,397
10,488
1,115
13,000
The acquired hotel contributed total rental revenues of $0.7 million and income from operations of $0.2 million for the
year ended December 31, 2018. Prior to its acquisition by ESH REIT, the hotel had opened in late 2017.
DISPOSITIONS
p
2018 Dispositions
—In November 2018, ESH REIT sold 14 hotels for $36.9 million. The carrying value of these hotels,
including net working capital and allocable goodwill, was $50.9 million. This transaction resulted in a loss on sale of $14.9
million, net of closing costs and adjustments.
In September 2018, ESH REIT sold a total of 32 hotels in two separate transactions for total gross proceeds of $122.6
million. The total carrying value of these hotels, including net working capital and allocable goodwill, was $146.1 million.
These transactions resulted in a total loss on sale of $26.0 million, net of closing costs and adjustments.
In February 2018, ESH REIT sold 25 hotels for $112.1 million. The carrying value of these hotels, including net working
capital and allocable goodwill, was $107.2 million. In March 2018, ESH REIT sold one hotel for $44.8 million. The carrying
value of the hotel, including allocable goodwill, was $13.2 million. These transactions resulted in a total gain on sale of $35.3
million, net of closing costs and adjustments.
p
2017 Dispositions
—In May 2017, ESH REIT sold its three Extended Stay Canada-branded hotels for 67.4 million
Canadian dollars, or $49.0 million. ESH REIT’s carrying value of the hotels, including net working capital and allocable
goodwill, net of an impairment charge recorded prior to the sale, was 51.2 million Canadian dollars, or $37.3 million, prior to
the evaluation of existing accumulated foreign currency translation loss. Due to the fact that ESH REIT’s Canadian subsidiary
liquidated substantially all of its assets, $12.5 million of accumulated foreign currency translation loss was recognized at the
time of sale. This charge more than fully offset the Canadian subsidiary’s gain on sale, which resulted in a total loss on sale of
the Canadian hotels of $1.5 million, net of closing costs and adjustments.
In May and December 2017, ESH REIT sold two hotels for total gross proceeds of $21.4 million. The total carrying value
of these hotels, including net working capital and allocable goodwill, was $11.0 million, resulting in a total gain on sale of
$10.1 million, net of closing costs and adjustments.
126
None of the above dispositions were reported as discontinued operations. The table below summarizes hotel dispositions
for the years ended December 31, 2018 and 2017 (in thousands, except number of hotels and number of rooms). No hotels were
sold during the year ended December 31, 2016.
Month
Sold
Number of
Hotels
Number of
Rooms
Net
Proceeds
Gain (Loss)
on Sale
Year
2018
2018
2018
2018
2018
2017
2017
2017
Location
Various
Various
Various
Various
Texas
November
September
September
February
March
Colorado
December
Canada
Massachusetts
May
May
14
16
16
25
1
1
3
1
1,369
1,680
1,776
2,430
101
160
500
103
$
$
$
$
$
$
$
$
34,855 $
60,710 $
58,144 $
111,156 $
44,090 $
15,985 $
43,551 $
5,092 $
(14,930)
(17,025)
(8,934)
4,269
30,992
11,836
(1,507)
(1,767)
(1)
_________________________________
(1) Due to the fact that ESH REIT’s Canadian subsidiary liquidated substantially all of its assets, $12.5 million of accumulated foreign currency
translation loss was recognized at the time of sale. Additionally, an impairment charge of $15.0 million was recognized prior to sale.
During the years ended December 31, 2018, 2017 and 2016, disposed hotel properties contributed rental revenues, total
operating expenses and income (loss) before income tax expense as follows (in thousands):
Year Ended
December 31,
2018
Year Ended
December 31,
2017
Year Ended
December 31,
2016
Rental revenues from Extended Stay America, Inc.
$
22,346
$
54,097
$
Total operating expenses
Income (loss) before income tax expense
15,917
6,429
48,858
5,552 (1)
59,865
32,138
28,062
_________________________________
(1)
Includes impairment charge of $15.0 million.
127
5.
PROPERTY AND EQUIPMENT
Net investment in property and equipment as of December 31, 2018 and 2017, consists of the following (in thousands):
Hotel properties:
Land and site improvements (1)
Building and improvements
Furniture, fixtures and equipment
Total hotel properties
Development in process (2)
Undeveloped land parcel
Total cost
Less accumulated depreciation
Property and equipment - net
December 31,
2018
December 31,
2017
$
1,218,077
$
2,756,674
679,944
4,654,695
27,174
1,675
4,683,544
(1,215,899)
1,289,152
2,970,404
655,120
4,914,676
2,453
1,675
4,918,804
(1,143,164)
$
3,467,645
$
3,775,640
_________________________________
(1)
(2)
Includes capital lease asset of $3.2 million and $0 as of December 31, 2018 and 2017, respectively.
Includes capital lease asset of $0.6 million and $0 as of December 31, 2018 and 2017, respectively.
As of December 31, 2018, development in process consists of 11 land parcels that are in various phases of construction
and/or development.
In September 2018, ESH REIT acquired a hotel under construction from Legacy Greenville, LLC for $12.3 million.
Because the hotel had not yet opened at the date of acquisition, the transaction was accounted for as an acquisition of assets
rather than a business combination under ASC 805, Business Combinations. The hotel was placed in service and leased in the
fourth quarter of 2018.
No impairment charges were recognized during the year ended December 31, 2018. During the year ended December 31,
2017, ESH REIT recognized $15.0 million of impairment charges related to its Canadian hotels. No impairment charges were
recognized during the year ended December 31, 2016.
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 in future
periods reflecting either changes in estimate, circumstance or the estimated market value of assets.
128
6. DEBT
During the years ended December 31, 2018 and 2017, the following debt transactions occurred (in thousands):
Debt, net of deferred financing costs and debt discount(s) - beginning of year
Additions:
Proceeds from revolving credit facility
Amortization and write-off of deferred financing costs and debt discount (1)
Deductions:
Payments on term loan facilities
Payments on loan payable to Extended Stay America, Inc.
Payments on revolving credit facility
December 31,
2018
December 31,
2017
$
2,534,768
$
2,635,274
—
7,954
(147,215)
—
—
105,000
7,437
(12,943)
(50,000)
(150,000)
Debt, net of deferred financing costs and debt discount(s) - end of year
$
2,395,507
$
2,534,768
______________________
(1) Excludes amortization and payments of deferred financing costs related to the revolving credit facility.
Summary—ESH REIT’s outstanding debt, net of unamortized debt discount and unamortized deferred financing costs,
as of December 31, 2018 and 2017, consists of the following (dollars in thousands):
Carrying Amount
Unamortized Deferred
Financing Costs
Interest Rate
Loan
Term loan facilities
Stated
Amount(1)
December
31, 2018
December
31, 2017
December
31, 2018
December
31, 2017
2016 Term Facility
1,300,000 (2)
1,132,259 (3)
1,278,545 (3)
10,546
13,433
Stated
Interest
Rate
LIBOR(4)
+ 2.00%
December
31, 2018
December
31, 2017
Maturity
Date
4.15%
(4)
3.69%
8/30/2023
(1),
(5)
Senior notes
2025 Notes
Revolving credit facilities
2016 Revolving Credit
Facility
Unsecured Intercompany
Facility
Unsecured Intercompany
Facility
Total
1,300,000
1,291,671 (6)
1,290,356 (6)
17,877
20,700
5.25%
5.25%
5.25%
5/1/2025
350,000 (2)
75,000 (9)
—
—
—
—
1,469 (7)
2,020 (7)
LIBOR +
2.75%
N/A
N/A
8/30/2021
—
—
5.00%
5.00%
5.00%
8/30/2023
$2,423,930
$ 2,568,901
$
29,892
$
36,153
______________________
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
Amortization is interest only, except for the 2016 Term Facility (as defined below), which amortizes in equal quarterly installments
of $3.1 million. See (5) below. In February and December 2018, ESH REIT made voluntary prepayments of $60.0 million and
$75.0 million, respectively.
ESH REIT is able to increase its borrowings under the 2016 ESH REIT Credit Facilities (as defined below) by an amount of up to
$600.0 million, plus additional amounts, in each case subject to certain conditions.
The 2016 Term Facility is presented net of an unamortized debt discount of $4.3 million and $5.3 million as of December 31, 2018
and 2017, respectively.
$300.0 million of the 2016 Term Facility is subject to an interest rate swap at a fixed rate of 1.175% as of December 31, 2018 (see
Note 7).
In addition to scheduled amortization noted in (1) above, subject to certain exceptions, annual mandatory prepayments of up to 50%
of Excess Cash Flow, as defined, may be required under the 2016 Term Facility. Annual mandatory prepayments for the year are
due during the first quarter of the following year. No mandatory prepayments are required in the first quarter of 2019 based on ESH
REIT’s Excess Cash Flow for the year ended December 31, 2018.
The 2025 Notes (as defined below) are presented net of an unamortized debt discount of $8.3 million and $9.6 million as of
December 31, 2018 and 2017, respectively.
Unamortized deferred financing costs related to the revolving credit facility are included in other assets in the accompanying
consolidated balance sheets.
As of December 31, 2018, no amounts were outstanding under the Unsecured Intercompany Facility. ESH REIT is able to borrow
under the Unsecured Intercompany Facility an amount up to $300.0 million, plus additional amounts, in each case subject to certain
conditions (see Note 11).
n
129
ESH REIT Credit Facilities
On August 30, 2016, ESH REIT entered into a credit agreement, as may be amended and supplemented from time to
time, providing for senior secured credit facilities (collectively, the “2016 ESH REIT Credit Facilities”) consisting of a
$1,300.0 million senior secured term loan facility (as amended and supplemented from time to time, the “2016 Term Facility”)
and a $350.0 million senior secured revolving credit facility (as amended and supplemented from time to time, the “2016 ESH
REIT Revolving Credit Facility”). Subject to the satisfaction of certain criteria, borrowings under the 2016 ESH REIT Credit
Facilities may be increased by an amount of up to $600.0 million, plus additional amounts, so long as, after giving effect to the
incurrence of such incremental facility and the application of proceeds thereof, its pro-forma senior loan-to-value ratio is less
than or equal to 45%.
Obligations under the 2016 ESH REIT Credit Facilities are guaranteed by certain existing and future material domestic
subsidiaries of ESH REIT, other than those owning real property, subject to customary exceptions. Obligations under the 2016
ESH REIT Credit Facilities are secured, subject to certain exceptions, including an exception for real property, by a first-
priority security interest in substantially all of the assets of ESH REIT and the guarantors.
The 2016 ESH REIT Credit Facilities contain a number of restrictive covenants that, among other things and subject to
certain exceptions, limit ESH REIT’s ability and the ability of its subsidiaries to incur additional debt, modify existing debt,
create certain liens, pay dividends and distributions, make certain investments and other restricted payments, enter into affiliate
transactions, amend or modify certain material operating leases and management agreements, sell assets or merge, consolidate
or transfer all or substantially all of their assets. The 2016 ESH REIT Credit Facilities contain certain customary representations
and warranties, affirmative covenants and events of default, including, but not limited to, cross-defaults to certain other
indebtedness and certain material operating leases and management agreements. If an event of default occurs, the
administrative agent is entitled to take various actions, including the acceleration of amounts due under the 2016 ESH REIT
Credit Facilities and additional actions that a secured creditor is permitted to take following a default. As of December 31,
2018, ESH REIT was in compliance with all covenants under the 2016 ESH REIT Credit Facilities.
2016 Term Facility—y
In May 2018, ESH REIT entered into a third amendment to the 2016 Term Facility (such
amendment, the “Third Repricing Amendment”). The 2016 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 (determined by reference to the highest of (A) the prime lending
rate, (B) the overnight federal funds rate plus 0.50% or (C) the one-month adjusted LIBOR rate plus 1.00%) plus 0.75% during
a Level 1 Period or 1.00% for any period other than a Level 1 Period. The 2016 Term Facility amortizes in equal quarterly
installments in annual amounts equal to 0.25% of the aggregate principal amount outstanding as of the Third Repricing
Amendment effective date, or $12.2 million per year. The remaining balance is payable at maturity. In addition to scheduled
amortization, subject to certain exceptions, mandatory prepayments of up to 50.0% of annual Excess Cash Flow, as defined,
may be required based on ESH REIT’s Consolidated Total Net Leverage Ratio, as defined. Annual mandatory prepayments are
due during the first quarter of the following year. No mandatory prepayments are required in the first quarter of 2019 based on
ESH REIT’s Excess Cash Flow for the year ended December 31, 2018. The 2016 Term Facility matures on August 30, 2023.
ESH REIT has the option to voluntarily prepay outstanding loans under the 2016 Term Facility at any time upon three
business days’ prior written notice for LIBOR loans or on one business day’s prior written notice for base rate loans. In
February and December 2018, ESH REIT made voluntary prepayments of $60.0 million and $75.0 million, respectively, and
wrote off $0.6 million of deferred financing costs related to these prepayments.
2016 ESH REIT Revolving Credit Facility—
y The 2016 ESH REIT Revolving Credit Facility provides for the issuance of
g
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) base rate
(determined by reference to the highest of (A) the prime lending rate, (B) the overnight federal funds rate plus 0.50%, or (C)
the one-month adjusted LIBOR rate plus 1.00%) plus a spread that ranges from 1.25% to 1.75% based on ESH REIT’s
Consolidated Total Net Leverage Ratio, as defined. There is no scheduled amortization under the 2016 ESH REIT Revolving
Credit Facility and the facility matures on August 30, 2021.
In addition to paying interest on outstanding principal, ESH REIT incurs a fee of 0.35% or 0.175% on the unutilized
revolver balance, based on amounts outstanding under the facility. ESH REIT is also required to pay customary letter of credit
fees and agency fees. As of December 31, 2018, ESH REIT had no letters of credit outstanding under the facility and available
borrowing capacity of $350.0 million.
130
The 2016 ESH REIT Revolving Credit Facility is subject to a springing financial covenant whereby the senior loan-to-
value ratio may not exceed 45% when the aggregate principal amount of borrowings and letters of credit under the 2016 ESH
REIT Revolving Credit Facility, excluding up to $30.0 million of letters of credit, is equal to or greater than 25% of the
aggregate available principal amount of the 2016 ESH REIT Revolving Credit Facility on the applicable fiscal quarter end date.
ESH REIT Senior Notes Due 2025
In May 2015 and March 2016, ESH REIT issued $500.0 million and $800.0 million, respectively, of its 5.25% senior
notes due in 2025 (the “2025 Notes”) under an indenture (the “Indenture”) with Deutsche Bank Trust Company Americas, as
trustee, in private placements pursuant to Rule 144A of the Securities Act. The 2025 Notes mature on May 1, 2025 and bear
interest at a fixed rate of 5.25% per annum, payable semi-annually in arrears on May 1 and November 1 of each year.
The 2025 Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis by each of ESH
REIT’s subsidiaries that guarantee ESH REIT’s obligations under the 2016 ESH REIT Credit Facilities. The 2025 Notes rank
equally in right of payment with ESH REIT’s existing and future senior unsecured indebtedness, and senior in right of payment
to all future subordinated indebtedness, if any. The 2025 Notes are effectively junior to any of ESH REIT’s secured
indebtedness to the extent of the value of the assets securing such indebtedness.
ESH REIT may redeem the 2025 Notes at any time on or after May 1, 2020, in whole or in part, at a redemption price
equal to 102.625% of the principal amount, declining annually to 100% of the principal amount from May 1, 2023 and
thereafter, plus accrued and unpaid interest. Prior to May 1, 2020, ESH REIT may redeem the 2025 Notes, in whole or in part,
at a redemption price equal to 100% of the principal amount, plus a “make-whole” premium, as defined in the Indenture, plus
accrued and unpaid interest. Upon a Change of Control, as defined, holders of the 2025 Notes have the right to require ESH
REIT to redeem the 2025 Notes at 101% of the principal amount, plus accrued and unpaid interest.
The Indenture contains a number of customary covenants that, among other things and subject to certain exceptions, limit
ESH REIT’s ability and the ability of its subsidiaries to incur additional debt, create certain liens, pay dividends or
distributions, make certain investments and other restricted payments, enter into affiliate transactions, sell assets or merge,
consolidate or transfer all or substantially all of their assets. The Indenture also contains certain customary events of default,
including, but not limited to, cross-defaults to certain other indebtedness. If an event of default occurs, the holders of the Notes
and the Trustee are entitled to take various actions, including declaring the 2025 Notes immediately due and payable. As of
December 31, 2018, ESH REIT was in compliance with all covenants set forth in the Indenture.
Unsecured Intercompany Facility
On August 30, 2016, ESH REIT, as borrower, and the Corporation, as lender, entered into an unsecured intercompany
credit facility (the “Unsecured Intercompany Facility”), under which ESH REIT borrowed $75.0 million from the Corporation
upon the facility’s closing. As of December 31, 2018 and 2017, the amount outstanding under the facility was $0. Subject to
certain conditions, the principal amount of the Unsecured Intercompany Facility may be increased up to an amount that shall
not exceed the greater of (i) $300.0 million and (ii) an unlimited amount so long as the incremental loan-to-value ratio,
determined on a pro-forma basis as of the last day of the most recently ended test period, as if any incremental loans available
under such incremental commitments had been outstanding on the last day of such period, and, in each case, without netting the
cash proceeds of any such incremental loans, does not exceed 5.0%. Loans under the facility bear interest at 5.0% per annum.
There is no scheduled amortization and the facility matures on August 30, 2023. ESH REIT has the option to voluntarily prepay
outstanding loans at any time upon one business day’s prior written notice.
The Unsecured Intercompany Facility contains a number of restrictive covenants that, among other things and subject to
certain exceptions, limit ESH REIT’s ability and the ability of its subsidiaries to incur additional debt, modify existing debt,
create certain liens, pay dividends or distributions, make certain investments and other restricted payments, enter into affiliate
transactions, amend or modify certain material operating leases and management agreements, sell assets or merge, consolidate
or transfer all or substantially all of their assets. The facility contains certain customary representations and warranties,
affirmative covenants and events of default, including, but not limited to, cross-defaults to certain other indebtedness and
certain material operating leases and management agreements. If an event of default occurs, the Corporation is entitled to take
various actions, including the acceleration of amounts due under the facility and all other actions that a creditor is permitted to
take following a default. As of December 31, 2018, ESH REIT was in compliance with all covenants under the Unsecured
Intercompany Facility.
131
Interest Expense, net—The components of net interest expense during the years ended December 31, 2018, 2017 and
2016, are as follows (in thousands):
Contractual interest
Amortization of deferred financing costs and debt discount
Debt extinguishment and other costs(1)
Interest income
Total
______________________
(1)
Includes interest expense associated with capital leases.
Year Ended
December 31,
2018
Year Ended
December 31,
2017
Year Ended
December 31,
2016
$
$
115,778
$
119,819
$
7,895
2,847
(1,775)
7,988
3,136
(20)
127,215
9,124
27,196
(92)
124,745
$
130,923
$
163,443
Future Maturities of Debt—The future maturities of debt as of December 31, 2018, are as follows (in thousands):
Years Ending December 31,
,
g
2019
2020
2021
2022
2023
Thereafter
Total
$
$
11,366 (1)
11,366 (1)
11,366 (1)
11,366 (1)
1,091,128 (1)
1,300,000 (1)
2,436,592
______________________
(1) Under the 2016 Term Facility, mandatory annual prepayments of up to 50% of Excess Cash Flow, as defined, may be required. 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.
Fair Value of Debt—As of December 31, 2018 and 2017, the estimated fair value of ESH REIT’s debt was $2.3 billion
and $2.6 billion, respectively. Estimated fair values are determined by comparing current borrowing rates and risk spreads
offered in the market (Level 2 fair value measures) or quoted market prices (Level 1 fair value measures), when available, to
the stated interest rates and spreads on ESH REIT’s debt.
7. 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 its 2016 Term Facility. The notional amount of the interest rate swap as of December 31, 2018 was $300.0 million.
The notional amount decreases by an additional $50.0 million every six months until the swap’s maturity in September 2021.
On January 1, 2018, ESH REIT adopted ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting
for Hedging Activities, which changed the designation and measurement guidance for qualifying hedging relationships as well
as the presentation of hedging results, and as a result recorded a cumulative-effect adjustment to reclassify a previously
recorded loss of $0.7 million from retained earnings to accumulated other comprehensive income (loss). For the year ended
December 31, 2018, ESH REIT received proceeds of $2.8 million that offset interest expense and recorded interest expense of
$0.7 million and $0.2 million for the years ended December 31, 2017 and 2016, respectively. As of December 31, 2018,
approximately $3.5 million is expected to be recognized through earnings over the following twelve months.
132
The table below presents the amounts and classification on ESH REIT’s financial statements related to the interest rate
swap (in thousands):
As of December 31, 2018
As of December 31, 2017
For the year ended December 31, 2018
For the year ended December 31, 2017
For the year ended December 31, 2016
Other Assets
Accumulated other
comprehensive
income, net of tax
Other non-
operating
(income) expense
Interest
(income)
expense, net
$
$
5,789 $
6,387 $
5,789 (1)
7,038 (2)
$
$
$
—
314
—
$
$
$
(2,765)
707
183
_______________________________
(1)
(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.
Changes during the year ended December 31, 2017, on a pre-tax basis, consisted of changes in fair value of $1.4 million (effective
portion) and amortization of accumulated other comprehensive income prior to hedge de-designation of $0.7 million and removal
of a previous LIBOR floor of $(0.3) million.
ff
8.
INCOME TAXES
Income (loss) before income tax expense for the years ended December 31, 2018, 2017 and 2016 consists of the
following (in thousands):
U.S.
Canada
Total
Year Ended
December 31,
2018
Year Ended
December 31,
2017
Year Ended
December 31,
2016
$
$
231,266
(340)
230,926
$
$
231,093
(14,880)
216,213
$
$
207,896
4,362
212,258
The components of income tax expense (benefit) for the years ended December 31, 2018, 2017 and 2016 are as follows
(in thousands):
Federal (including foreign):
Current
Deferred
State:
Current
Deferred
Total
Year Ended
December 31,
2018
Year Ended
December 31,
2017
Year Ended
December 31,
2016
$
$
715
$
—
97
(15)
4,792
$
(3,377)
170
(356)
797
$
1,229
$
1,195
549
(1,715)
22
51
133
The differences between income tax expense at the effective tax rate and the statutory U.S. federal income tax rate for the
years ended December 31, 2018, 2017 and 2016 are as follows (in thousands):
Tax at statutory rate
State income tax
Foreign income tax rate differential
Nondeductible (nontaxable):
ESH REIT income
Change in expected distribution policy
Other permanent differences
Other - net
Income tax expense - net
Year Ended
December 31, 2018
Year Ended
December 31, 2017
Year Ended
December 31, 2016
$
48,494
21.0% $
75,675
35.0% $
74,290
82
—
—
—
(272)
(5,149)
(0.1)
(2.4)
(48,116)
(20.8)
(71,304)
(33.0)
—
(378)
715
797
$
—
(0.2)
0.3
0.3% $
—
1,925
354
1,229
—
0.9
0.2
0.6% $
(1,834)
1,872
(73,581)
(2,243)
(602)
2,149
51
35.0%
(0.9)
0.9
(34.6)
(1.0)
(0.3)
1.0
0.1%
The significant components of deferred tax assets and deferred tax liabilities as of December 31, 2018 and 2017, consist
of the following (in thousands):
Deferred tax assets:
Net operating loss carryforwards
Other
Total deferred tax assets:
Valuation allowance
Net deferred tax assets:
Deferred tax liabilities:
Depreciable property
Other
Total net deferred tax liabilities:
December 31,
2018
December 31,
2017
$
787
$
1
788
(787)
1
(10)
(11)
$
(20) $
775
2
777
(775)
2
(24)
(26)
(48)
ESH REIT has elected to be taxed and expects to continue to qualify as a REIT under Sections 856 through 860 of the
Code. A REIT is a legal entity that holds real estate assets and is generally not subject to federal and state income taxes. In
order to maintain qualification as a REIT, ESH REIT is required to distribute at least 90% of its taxable income, excluding net
capital gain to its shareholders each year. In addition, ESH REIT must meet a number of complex organizational and
operational requirements. If ESH REIT were to fail to qualify as a REIT in any taxable year, it would be subject to federal
income taxes at regular corporate rates 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.
During the years ended December 31, 2018, 2017 and 2016, ESH REIT recognized a dividend paid deduction for 100%
of its taxable income, incurring no federal income tax and minimal state and local income taxes. As discussed in Note 4, during
2017, ESH REIT disposed of substantially all of its Canadian assets, resulting in a gain for tax purposes, upon which it paid $4.5
million of current period income tax.
ESH REIT had taxable income prior to distributions of $297.2 million, $231.6 million and $210.2 million for the years
ended December 31, 2018, 2017 and 2016, respectively. In 2018, ESH REIT made $277.8 million in cash distributions to its
shareholders, $277.1 million of which were considered ordinary taxable income and $0.7 million which were accumulated
distributions on restricted stock settled during the period. The 2018 cash distributions included $2.8 million previously
deducted in 2017 to fully offset its 2017 taxable income. In 2017, ESH REIT made $235.1 million in cash distributions to its
shareholders, all of which were considered ordinary taxable income. The 2017 cash distributions included $6.2 million of
distributions previously deducted in 2016 to fully offset 2016 taxable income. In 2016, ESH REIT made $280.9 million in cash
distributions to its shareholders, all of which were considered ordinary taxable income. The 2016 cash distributions included a
134
special distribution of $86.5 million paid in January 2016. In 2015, $77.1 million of the special distribution was deductible; the
remaining $9.4 million was deductible in 2016.
As of December 31, 2018, the book basis of ESH REIT’s property and equipment was $21.9 million greater than the tax
basis.
ESH REIT evaluates its open tax positions using the criteria established by ASC 740, Income Taxes. ESH REIT has
concluded that it has not taken any material tax positions that are not more likely than not to be sustained upon examination and
has therefore not recorded any reserves for uncertain tax positions. ESH REIT’s federal income tax returns for the years 2015 to
present are subject to examination by the Internal Revenue Service and other taxing authorities.
aa
As of December 31, 2018, 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
December 31, 2018.
135
9. QUARTERLY RESULTS (Unaudited)
Quarterly financial data for the years ended December 31, 2018 and 2017 is as follows (in thousands, except per share
data):
Three Months
Ended
March 31,
Three Months
Ended
June 30,
Three Months
Ended
September 30,
Three Months
Ended
December 31,
2018
2017
2018
2017
2018
2017
2018
2017
Rental revenues from
Extended Stay America, Inc.
Income from operations
Net income (loss)
$
113,331
$
116,294
$
111,532
$
115,589
$
142,977
$
143,407
$
299,588
$
308,210
69,313
37,581
16,054
(16,116)
34,253
1,190
28,946
(4,724)
39,578
8,821
60,589
28,486
211,658
182,537
241,320
207,338
Net income (loss) per common
share - Class A - basic(1)
Net income (loss) per common
share - Class A - diluted(1)
Net income (loss) per common
share - Class B - basic(1)
Net income (loss) per common
share - Class B - diluted(1)
$
$
$
$
_______________________
0.08
0.08
0.08
0.08
$
$
$
$
(0.04)
(0.04)
(0.04)
$
$
$
— $
(0.01) $
0.02
— $
(0.01) $
0.02
— $
(0.01) $
0.02
(0.04) (2) $
— $
(0.01) $
0.02
$
$
$
$
0.06
0.06
0.06
0.06
$
$
$
$
0.42
0.42
0.42
0.42
$
$
$
$
0.47
0.47
0.47
0.47
(1) The sum of the four quarters may differ from the annual amount due to rounding.
(2) Excludes 0.3 million anti-dilutive securities.
10. EQUITY
ESH REIT has authorized 4,300.0 million shares of Class A common stock, par value $0.01 per share, of which 250.5
million shares were issued and outstanding as of December 31, 2018 and 2017. All issued and outstanding shares of ESH REIT
Class A common stock were held by the Corporation as of December 31, 2018 and 2017. ESH REIT has authorized 7,800.0
million shares of Class B common stock, par value $0.01 per share, of which 188.2 million and 192.1 million shares were
issued and outstanding as of December 31, 2018 and 2017, respectively. Each share of ESH REIT’s outstanding Class B
common stock is attached to and trades as a single unit with one share of the Corporation’s common stock.
ESH REIT has authorized 350.0 million shares of preferred stock, par value $0.01 per share, of which no shares were
issued or outstanding as of December 31, 2018 and 2017. Additionally, ESH REIT has authorized 125 shares of preferred stock,
no par value, all of which were issued and outstanding as of December 31, 2018 and 2017. The outstanding ESH REIT
preferred stock pays dividends at a rate of 12.5% per year. With respect to dividends and distributions upon ESH REIT’s
liquidation, winding-up or dissolution, the 12.5% preferred stock ranks senior to the ESH REIT Class A and Class B common
stock. The liquidation preference of the 12.5% preferred stock is $1,000 per share plus any accumulated unpaid dividends.
Shares of 12.5% preferred stock may be redeemed, in whole or in part, at any time for a per share amount equal to the
liquidation preference plus all accumulated unpaid dividends.
ESH REIT paid cash distributions totaling $277.8 million (of which $157.8 million was paid to the Corporation),
$235.6 million (of which $132.8 million was paid to the Corporation) and $281.4 million (of which $155.3 million was paid to
the Corporation) during the years ended December 31, 2018, 2017 and 2016, respectively.
p
Paired Share Repurchase Program
g —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 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
December 31, 2018, ESH REIT repurchased and retired 17.3 million ESH REIT Class B common shares for $107.5 million,
and $112.5 million remained available under the Paired Share repurchase program.
136
11. RELATED PARTY TRANSACTIONS
Revenues and Overhead Expenses
p
Leases and Rental Revenues—All revenues are generated as a result of, and earned from, related parties. From May 1,
2017 through December 31, 2018, ESH REIT’s revenues were derived from three leases. Prior to the sale of its Extended Stay
Canada-branded hotels in May 2017, ESH REIT’s revenues were derived from four leases. The counterparty to each lease
agreement is a subsidiary of the Corporation. Fixed rental revenues are recognized on a straight-line basis. For the years ended
December 31, 2018, 2017 and 2016, ESH REIT recognized fixed rental revenues of $450.3 million, $461.2 million and $465.2
million, respectively. ESH REIT recognized $217.2 million, $222.3 million and $229.1 million of percentage rental revenues
for the years ended December 31, 2018, 2017 and 2016, respectively.
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,,
2019
2020
2021
2022
2023
Total
$
$
451,445
462,860
474,409
486,247
415,112
2,290,073
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 years ended December 31, 2018, 2017 and 2016,
ESH REIT incurred $9.8 million, $8.5 million and $8.8 million, respectively, related to this agreement, which is included in
general and administrative expenses in the accompanying 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 (as described in Note 13). Such charges were $0.9 million, $1.1 million and $1.9 million for the years
ended December 31, 2018, 2017 and 2016, respectively.
y
Debt and Equity Transactions
q
Share Repurchases—During the year ended December 31, 2017, ESH REIT repurchased and retired 2.0 million Class B
common shares from investment funds and affiliates of Paulson & Co. Inc., Centerbridge Partners, L.P. and The Blackstone
Group L.P., each members of ESH REIT’s former ownership group, for $12.2 million. These shares were purchased in
connection with secondary offerings consummated during the year ended December 31, 2017 and pursuant to, and counted
toward, the combined Paired Share repurchase program (see Note 10).
Unsecured Intercompany Facility—As of December 31, 2018 and 2017, there were no outstanding balances owed by
ESH REIT to the Corporation under the Unsecured Intercompany Facility. During the years ended December 31, 2018, 2017
and 2016, ESH REIT incurred $0, $2.4 million and $1.3 million, respectively, in interest expense 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 (see Note 6).
Distributions—The Corporation owns all of the Class A common stock of ESH REIT, which represents approximately
57% of the outstanding shares of common stock of ESH REIT. During the years ended December 31, 2018, 2017 and 2016,
ESH REIT paid distributions of $157.8 million, $132.8 million, and $155.3 million, respectively, to the Corporation in respect
of the Class A common stock of ESH REIT.
137
Issuance of Common Stock—During the year ended December 31, 2018, ESH REIT was compensated $2.6 million for
the issuance of approximately 364,000 shares of Class B common stock, each of which was attached to a share of Corporation
common stock to form a Paired Share, used to settle vested restricted stock units. During the year ended December 31, 2017,
ESH REIT was compensated $1.9 million for the issuance of approximately 309,000 shares of Class B common stock, each of
which was attached to a share of Corporation common stock to form a Paired Share, used to settle vested restricted stock units.
During the year ended December 31, 2016, ESH REIT was compensated $1.3 million for the issuance of approximately
224,000 shares of Class B common stock, each of which was attached to a share of Corporation common stock to form a Paired
Share, used to settle vested restricted stock units.
As of December 31, 2018, approximately 89,000 RSUs issued by the Corporation have vested but have not been settled,
for which ESH REIT has recognized a receivable of $0.4 million, which is included as a component of due to Extended Stay
America, Inc., net on the accompanying consolidated balance sheets. In March 2019, in accordance with the awards’ settlement
provisions, ESH REIT expects to issue and be compensated for the issuance of the corresponding shares of Class B common
stock, each of which will be attached to a share of common stock of the Corporation to form a Paired Share.
As of December 31, 2017, approximately 232,000 RSUs issued by the Corporation had vested but had not been settled,
for which ESH REIT had recognized a receivable of $1.4 million, which is included as a component of due to Extended Stay
America, Inc. on the accompanying consolidated balance sheets. In March 2018, in accordance with the awards’ settlement
provisions, ESH REIT issued and was compensated for the issuance of the corresponding shares of Class B common stock,
each of which was attached to a share of common stock of the Corporation to form a Paired Share.
Related Party Transaction Balances
y
Related party transaction balances as of December 31, 2018 and 2017, include the following (in thousands):
Leases:
Rents receivable(1)
Deferred rents receivable(2)
Unearned rental revenues(1)
Working capital and other:
Ordinary working capital(3)
Equity awards receivable(4)
Total working capital and other, net(5)
December 31,
2018
December 31,
2017
$
$
$
$
$
4,099
8,637
$
$
(37,506) $
(12,581) $
403
(12,178) $
3,704
24,388
(40,523)
(8,441)
1,386
(7,055)
______________________
(1)
(2)
(3)
Rents receivable relate to percentage rents. Unearned rental revenues relate to January 2019 and 2018 fixed minimum rents, respectively.
Revenues recognized in excess of cash rents received.
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.
Represents amounts related to restricted stock units not yet settled or issued.
Outstanding balances are typically repaid within 30 days.
(4)
(5)
12. 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. 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.
Rent expense on operating leases is recognized on a straight-line basis and was $1.5 million for each of the years ended
December 31, 2018, 2017 and 2016. Lease expenses, excluding costs associated with capital leases, are included in hotel
operating expense in the accompanying consolidated statements of operations.
As of December 31, 2018 and 2017, capital lease assets totaled $3.8 million and $0, respectively, and are included in
property and equipment on the accompanying consolidated balance sheets (see Note 5). Capital lease liabilities totaled $3.4
million and $0 as of December 31, 2018 and 2017, respectively, and are included in accounts payable and accrued liabilities on
the accompanying consolidated balance sheets.
138
Future minimum lease payments as of December 31, 2018, are as follows (in thousands):
Years Ending
December 31,,
2019
2020
2021
2022
2023
Thereafter
Total
g
Operating Leases
p
Capital Leases
p
Total
$
$
$
712
779
784
806
545
78,097
81,723
$
$
351
375
384
386
387
3,340
5,223
$
1,063
1,154
1,168
1,192
932
81,437
86,946
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
consolidated financial statements.
13. EQUITY-BASED COMPENSATION
The Corporation and ESH REIT each maintain an 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 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 December 31, 2018, 5.1 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. The grant-date fair value of awards is based on the closing price of a Paired Share on the
date of grant. A portion of the grant-date fair value of all equity-based awards is allocated to a share of Corporation common
stock and a portion is allocated to a share of ESH REIT Class B common stock. Expense related to the portion of the grant-date
fair value with respect to a share of Corporation common stock is recorded as a payable due to the Corporation. Expense
related to the portion of the grant-date fair value with respect to a share of ESH REIT Class B common stock is recorded as an
increase to additional paid in capital. Equity-based compensation expense totaled $0.6 million, $0.4 million and $0.1 million
for the years ended December 31, 2018, 2017 and 2016, respectively, and is included in general and administrative expenses in
the accompanying consolidated statements of operations.
As of December 31, 2018, there was $0.2 million of unrecognized compensation expense related to outstanding equity-
based awards, which is expected to be recognized subsequent to December 31, 2018 over a weighted-average period of 0.4
years. Total unrecognized compensation expense will be adjusted for actual forfeitures.
ESH REIT will have to pay more or less for a share of the Corporation common stock than it would have otherwise paid
at the time of grant as the result of regular market changes in the value of a Paired Share between the time of grant and the time
of settlement. An increase in the value allocated to a share of common stock of the Corporation due to market changes in the
value of a Paired Share between the time of grant and the time of settlement is recorded as a distribution to the Corporation. A
decrease in the value allocated to a share of common stock of the Corporation due to market changes in the value of a Paired
Share between the time of grant and the time of settlement is recorded as additional paid in capital from the Corporation.
The Corporation accounts for awards issued under its LTIP in a manner similar to ESH REIT. For all LTIP awards
granted by the Corporation, ESH REIT will receive compensation for the fair value of the Class B shares on the date of
settlement of such Class B shares by ESH REIT. As of December 31, 2018, the Corporation has granted a total of 3.8 million
service-based, performance-based and market-based RSUs, of which 3.0 million RSUs were either forfeited or settled. As a
counterparty to the remaining outstanding RSUs, ESH REIT is expected to issue and be compensated in cash for 0.8 million
shares of Class B common stock of ESH REIT in future periods, assuming performance-based awards vest at 100% and no
forfeitures.
139
RSU activity (all of which relates to awards with service vesting conditions) during the years ended December 31, 2018,
2017 and 2016, was as follows:
Outstanding at January 1, 2016
Granted
Settled
Settled
Forfeited
Outstanding at December 31, 2016
Outstanding at December 31, 2016
Granted
Settled
Settled
Forfeited
Outstanding at December 31, 2017
Outstanding at December 31, 2017
Granted
Settled
Settled
Forfeited
Outstanding at December 31, 2018
Outstanding at December 31, 2018
Vested at December 31, 2017
Nonvested at December 31, 2017
Vested at December 31, 2018
Nonvested at December 31, 2018
Nonvested at December 31, 2018
Number of
RSUs
(in thousands)
Weighted-
Average Grant-
Date Fair
Value
244
15
$
$
(231) $
— $
28
26
$
$
(15) $
— $
39
28
$
$
(34) $
— $
33
$
— $
39
$
— $
33
$
9.71
14.08
9.40
—
14.57
17.56
13.66
—
16.91
19.48
17.32
—
18.68
—
16.91
—
18.68
14. SUBSEQUENT EVENTS
Effective January 1, 2019, the Boards of Directors of the Corporation and ESH REIT authorized an extension of the
maturity date of the Paired Share repurchase program through December 31, 2019.
On February 27, 2019, the Board of Directors of ESH REIT declared a cash distribution of $0.15 per share for the fourth
quarter of 2018 on its Class A and Class B common stock. The distribution is payable on March 28, 2019 to shareholders of
record as of March 14, 2019.
140
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1
Extended Stay America, Inc. and Subsidiaries and
ESH Hospitality, Inc. and Subsidiaries
Schedule III—Real Estate and Accumulated Depreciation
(in thousands)
A summary of activity of investment in real estate and accumulated depreciation is as follows:
The Company’s changes in investment in real estate for the years ended December 31, 2018, 2017 and 2016 were as follows:
Balance, beginning of the period
Additions during period:
Capital Expenditures
Acquisitions
Deductions during period:
Dispositions and other
Impairment
Balance, end of period
Year Ended
December 31,
2018
Year Ended
December 31,
2017
Year Ended
December 31,
2016
$
4,895,933
$
4,878,973
$
4,703,270
196,545
12,729
389,870
43,600
166,378
—
124,249
25,169
225,323
—
39,792
9,828
$
4,671,737
$
4,895,933
$
4,878,973
The Company’s changes in accumulated depreciation for the years ended December 31, 2018, 2017 and 2016 were as follows:
Balance, beginning of the period
Additions during period:
Depreciation
Deductions during period:
Dispositions and other
Balance, end of period
Year Ended
December 31,
2018
Year Ended
December 31,
2017
Year Ended
December 31,
2016
1,142,799
$
973,669
$
781,929
207,953
227,876
219,969
132,647
58,746
1,218,105
$
1,142,799
$
28,229
973,669
$
$
ESH REIT’s changes in investment in real estate for the years ended December 31, 2018, 2017 and 2016 were as follows:
Balance, beginning of the period
Additions during period:
Capital Expenditures
Acquisitions
Deductions during period:
Dispositions and other
Impairment
Balance, end of period
Year Ended
December 31,
2018
Year Ended
December 31,
2017
Year Ended
December 31,
2016
$
4,918,804
$
4,874,018
$
4,685,940
191,099
12,733
439,092
—
163,797
—
103,965
15,046
219,681
—
31,603
—
$
4,683,544
$
4,918,804
$
4,874,018
155
ESH REIT’s changes in accumulated depreciation for the years ended December 31, 2018, 2017 and 2016 were as follows:
Balance, beginning of the period
Additions during period:
Depreciation
Deductions during period:
Dispositions and other
Balance, end of period
(concluded)
Year Ended
December 31,
2018
Year Ended
December 31,
2017
Year Ended
December 31,
2016
1,143,164
$
959,449
$
765,034
207,278
225,484
216,394
134,543
41,769
1,215,899
$
1,143,164
$
21,979
959,449
$
$
156
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Controls and Procedures
Controls and Procedures (Extended Stay America, Inc.)
Disclosure Controls and Procedures
As of December 31, 2018, Extended Stay America, Inc. reviewed, under the direction of the Chief Executive Officer and
Chief Financial Officer, the disclosure controls and procedures of Extended Stay America, Inc., as defined in Exchange Act
Rule 13a-15(e). Based upon and as of the date of that review, the Chief Executive Officer and Chief Financial Officer of
Extended Stay America, Inc. concluded that the disclosure controls and procedures of Extended Stay America, Inc. were
effective to ensure that information required to be disclosed in the reports that Extended Stay America, Inc. files or submits
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules
and forms, and that such information is accumulated and communicated to the management of Extended Stay America, Inc.,
including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required
disclosures.
Changes in Internal Control over Financial Reporting
During the fourth quarter of 2018, Extended Stay America, Inc. implemented a new hotel property management
system. In cases where functions of the new system were not fully deployed as of December 31, 2018, we relied on existing
procedures and controls or utilized supplementary procedures and controls. Extended Stay America, Inc. continues to work
toward the full deployment of the new system and expects to complete that process during 2019. There were no other changes
in Extended Stay America, Inc.’s internal control over financial reporting that occurred during the most recent fiscal quarter
covered by this report that have materially affected, or are reasonably likely to materially affect, Extended Stay America, Inc.’s
internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
The management of Extended Stay America, Inc. is responsible for establishing and maintaining adequate internal control
over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act). The management of Extended Stay America, Inc.,
under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, carried out an
assessment of the effectiveness of its internal control over financial reporting for Extended Stay America, Inc. as of
December 31, 2018. The assessment was performed using the criteria for effective internal control reflected in the Internal
Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).
Based on the assessment of the system of internal control for Extended Stay America, Inc., management of Extended Stay
America, Inc. determined that as of December 31, 2018, internal control over financial reporting of Extended Stay America,
Inc. was effective.
Deloitte & Touche LLP, the independent registered public accounting firm that has audited the consolidated financial
statements of Extended Stay America, Inc. included in this combined annual report on Form 10-K, has issued an attestation
report on Extended Stay America, Inc.’s internal control over financial reporting as of December 31, 2018. The report appears
in this Item 9A of this combined annual report on Form 10-K.
157
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Extended Stay America, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Extended Stay America, Inc. and subsidiaries (the “Company”)
as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all
material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in
Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated financial statements as of and for the year ended December 31, 2018, of the Company and our
report dated February 27, 2019, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report
on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control
over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte and Touche LLP
Charlotte, North Carolina
February 27, 2019
158
Controls and Procedures (ESH Hospitality, Inc.)
Disclosure Controls and Procedures
As of December 31, 2018, ESH Hospitality, Inc. reviewed, under the direction of the Chief Executive Officer and Chief
Financial Officer, the disclosure controls and procedures of ESH Hospitality, Inc., as defined in Exchange Act Rule 13a-15(e).
Based upon and as of the date of that review, the Chief Executive Officer and Chief Financial Officer of ESH Hospitality, Inc.
concluded that the disclosure controls and procedures of ESH Hospitality, Inc. were effective to ensure that information
required to be disclosed in the reports that ESH Hospitality, Inc. files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is
accumulated and communicated to the management of ESH Hospitality, Inc., including the Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
Changes in Internal Control over Financial Reporting
There were no changes in ESH Hospitality, Inc.’s internal control over financial reporting that occurred during the most
recent fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, ESH
Hospitality, Inc.’s internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
The management of ESH Hospitality, Inc. is responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rule 13a-15(f) of the Exchange Act). The management of ESH Hospitality, Inc., under the
supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, carried out an assessment of
the effectiveness of its internal control over financial reporting for ESH Hospitality, Inc. as of December 31, 2018. The
assessment was performed using the criteria for effective internal control reflected in the Internal Control—Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on the assessment of the system of internal control for ESH Hospitality, Inc., management of ESH Hospitality, Inc.
determined that as of December 31, 2018, internal control over financial reporting of ESH Hospitality, Inc. was effective.
Deloitte & Touche LLP, the independent registered public accounting firm that has audited the consolidated financial
statements of ESH Hospitality, Inc. included in this combined annual report on Form 10-K, has issued an attestation report on
ESH Hospitality, Inc.’s internal control over financial reporting as of December 31, 2018. The report appears in this Item 9A of
this combined annual report on Form 10-K.
159
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of ESH Hospitality, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of ESH Hospitality, Inc. and subsidiaries (the “Company”) as of
December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal
Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated financial statements as of and for the year ended December 31, 2018, of the Company and our
report dated February 27, 2019, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report
on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control
over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte and Touche LLP
Charlotte, North Carolina
February 27, 2019
160
Item 9B.
Other Information
None.
161
Item 10.
Directors, Executive Officers and Corporate Governance
PART III
The information regarding our directors and nominees for director required by Item 401 of Regulation S-K will be
included under the headings “Proposal 1—Election of Directors” in our Proxy Statements prepared for the solicitation of
proxies in connection with our Annual Meetings of Shareholders to be held May 30, 2019 (“Proxy Statements”), which
information is incorporated by reference herein.
Information regarding our executive officers required by Item 401 of Regulation S-K will be included under the heading
“Executive Officers” in our Proxy Statements, which information is incorporated by reference herein.
Information required by Item 405 of Regulation S-K will be included under the headings “Stock Ownership Information
—Reporting Compliance” in our Proxy Statements, which information is incorporated by reference herein.
Information required by Item 406 of Regulation S-K will be included under the headings “Corporate Governance and
Board Matters—Corporate Governance—Code of Business Conduct and Ethics” in our Proxy Statements, which information is
incorporated by reference herein.
Information required by paragraphs (c)(3), (d)(4) and (d)(5) of Item 407 of Regulation S-K will be included under the
headings “Frequently Asked Questions” and “Corporate Governance and Board Matters—Corporate Governance—Committees
of the Board—Audit Committee” in our Proxy Statements, which information is incorporated by reference herein.
Item 11.
Executive Compensation
The information required by Item 402 and paragraphs (e)(4) and (e)(5) of Item 407 of Regulations S-K regarding
executive compensation will be presented under the headings “Executive Compensation—Compensation Discussion and
Analysis” and “Corporate Governance and Board Matters—Compensation Committee Interlocks and Insider Participation” in
our Proxy Statements, which information is incorporated by reference herein. Notwithstanding the foregoing, the information
provided under the headings “Executive Compensation—Compensation Discussion and Analysis—Other Practices, Policies
and Guidelines—Report of the Compensation Committee of the Board” in our Proxy Statements is furnished and shall not be
deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section, and
a
shall not be deemed to be incorporated by reference into any future filing under the Securities Act or Exchange Act, except to
the extent that we specifically incorporate it by reference into such filing.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information regarding the security ownership of certain beneficial owners and management required by Item 403 of
Regulation S-K will be presented under the headings “Stock Ownership Information—Security Ownership of Certain
Beneficial Owners and Management” in our Proxy Statements, which information is incorporated by reference herein.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information as of December 31, 2018 with respect to the Paired Shares that may be issued
under our existing equity compensation plans:
Number of securities
to be issued upon
exercise of outstanding
options, warrants
and rights
(a)
Weighted-average
exercise price of
outstanding
options, warrants
and rights
(b)
Number of securities
remaining available
for future issuance
under equity
compensation plans
excluding securities
reflected in
column (a)
(c)
853,636 (1)
—
853,636 (1)
—
—
—
5,122,358 (2)
—
5,122,358 (2)
Plan Categoryg y
Equity compensation plans approved by
security holders
Equity compensation plans not approved by
security holders
Total
________________________
(1) Includes 820,515 Paired Shares underlying restricted stock unit awards made under the amended and restated Extended
Stay America, Inc. Long-Term Incentive Plan, assuming, as applicable, 100% vesting based on achievement of
162
performance conditions, and 33,121 Paired Shares underlying restricted stock unit awards made under the amended and
restated ESH Hospitality, Inc. Long-Term Incentive Plan.
(2) Represents the aggregate number of securities available for future issuance under both the amended and restated Extended
Stay America, Inc. Long-Term Incentive Plan and the amended and restated ESH Hospitality, Inc. Long-Term Incentive
Plan.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
The information regarding certain relationships and related transactions required by Item 404 and Item 407(a) of
Regulation S-K will be presented under the headings “Certain Relationships and Related Party Transactions” and “Corporate
Governance and Board Matters—Corporate Governance—Board of Directors and Director Independence” in our Proxy
Statements, which information is incorporated by reference herein.
Item 14.
Principal Accounting Fees and Services
The information regarding our principal accounting fees and services required by Item 9(e) of Schedule 14A will be
presented under the headings “Independent Registered Public Accounting Firm’s Fees and Services” in our Proxy Statements,
which information is incorporated by reference herein.
163
PART IV
Item 15.
Exhibits, Financial Statement Schedules
(a) (1) Financial Statements
See “Item 8—Financial Statements and Supplementary Data.”
(a) (2) Financial Statement Schedules
See “Schedule III—Real Estate and Accumulated Depreciation as of December 31, 2018” included in Item 8 of this
combined annual report on Form 10-K.
All other schedules have been omitted because they are not required under the relevant instructions or because the
required information is included in the consolidated financial statements or the related footnotes contained in this combined
annual report.
(a) (3) List of Exhibits
Exhibit
Number
Descriptionp
3.1
3.2
3.3
3.4
4.1
4.2
4.3
4.4
4.4.1
4.4.2
Amended and Restated Certification of Incorporation of Extended Stay America, Inc. (filed as Exhibit
3.1 to the Registrants’ Current Report on Form 8-K (File No. 001-36190) filed November 18, 2013, and
incorporated herein by reference).
Second Amended and Restated Bylaws of Extended Stay America, Inc. (filed as Exhibit 3.1 to the
Registrants’ Current Report on Form 8-K (File No. 001-36190) filed February 26, 2018, and
incorporated herein by reference).
Amended and Restated Certificate of Incorporation of ESH Hospitality, Inc. (filed as Exhibit 3.3 to the
Registrants’ Current Report on Form 8-K (File No. 001-36190) filed November 18, 2013, and
incorporated herein by reference).
Amended and Restated Bylaws of ESH Hospitality, Inc. (filed as Exhibit 3.2 to the Registrants’ Current
Report on Form 8-K (File No. 001-36190) filed February 26, 2018, and incorporated herein by
reference).
Specimen Stock Certificate of Extended Stay America, Inc. (filed as Exhibit 4.1 to the Registrants’
Amendment No. 5 to Registration Statement on Form S-1 (File No. 333-190052), and incorporated
herein by reference).
Specimen Stock Certificate of ESH Hospitality, Inc. (filed as Exhibit 4.1.1 to the Registrants’
Amendment No. 5 to Registration Statement on Form S-1 (File No. 333-190052), and incorporated
herein by reference).
Pairing Agreement between Extended Stay America, Inc. and ESH Hospitality, Inc., dated November 12,
2013 (filed as Exhibit 4.3 to the Registrants’ Current Report on Form 8-K (File No. 001-36190) filed
November 18, 2013, and incorporated herein by reference).
Indenture, dated May 15, 2015, among ESH Hospitality, Inc., the guarantors party thereto, and Deutsche
Bank Trust Company Americas (filed as Exhibit 4.1 to the Registrants’ Current Report on Form 8-K
(File No. 001-36190) filed May 18, 2015, and incorporated herein by reference).
First Supplemental Indenture, dated March 18, 2016, among ESH Hospitality, Inc., the guarantors party
thereto and Deutsche Bank Trust Company Americas (filed as Exhibit 4.2 to the Registrants’ Current
Report on Form 8-K (File No. 001-36190) filed March 21, 2016, and incorporated herein by reference).
Second Supplemental Indenture, dated September 29, 2016, among ESH Hospitality, Inc., the guarantors
party thereto and Deutsche Bank Trust Company Americas (filed as Exhibit 4.6.2 to the Registrants’
Annual Report on Form 10-K (File No. 001-36190) filed February 28, 2017, and incorporated herein by
reference).
4.5
Form of 5.25% Senior Notes due 2025 (included as part of Exhibit 4.4 above).
164
Exhibit
Number
10.1
10.1.1
10.2
10.3
10.4
10.5
10.5.1
10.5.2
10.5.3
10.5.4
10.6
10.7
10.8
10.8.1
Descriptionp
Amended and Restated Management Agreement, between ESA P Portfolio Operating Lessee LLC,
Lessee, and ESA Management, LLC, Manager, dated as of August 30, 2016 (filed as Exhibit 10.4 to the
Registrants’ Quarterly Report on Form 10-Q (File No. 001-36190) filed October 25, 2016, and
incorporated herein by reference).
First Amendment to Amended and Restated Management Agreement, dated as of May 30, 2018, between
ESA P Portfolio Operating Lessee LLC, as Lessee, and ESA Management, LLC, as Manager (filed as
Exhibit 10.2 to the Registrants’ Quarterly Report on Form 10-Q (File No. 001-36190) filed July 25,
2018, and incorporated herein by reference).
Management Agreement, between ESA 2007 Operating Lessee LLC and ESA Management, LLC, dated
November 11, 2013 (filed as Exhibit 10.4 to the Registrants’ Current Report on Form 8-K (File No.
001-36190) filed November 18, 2013, and incorporated herein by reference).
Amended and Restated Management Agreement, by and among ESA Canada Operating Lessee ULC,
Lessee, ESA Management, LLC, Manager, and HVM Canada Hotel Management ULC, Canada
Employer, dated as of August 30, 2016 (filed as Exhibit 10.5 to the Registrants’ Quarterly Report on
Form 10-Q (File No. 001-36190) filed October 25, 2016, and incorporated herein by reference).
Management Agreement, between ESA LVP Operating Lessee LLC and ESA Management, LLC, dated
December 31, 2013 (filed as Exhibit 10.4 to the Registrants’ Annual Report on Form 10-K (File No.
001-36190) filed March 20, 2014, and incorporated herein by reference).
Trademark License Agreement, dated as of October 8, 2010, by and between ESH Strategies Branding
LLC and ESA P Portfolio Operating Lessee Inc. (filed as Exhibit 10.4 to the Registrants’ Registration
Statement on Form S-1 (File No. 333-190052), and incorporated herein by reference).
First Amendment to Trademark License Agreement, dated as of November 30, 2012, by and between
ESH Strategies Branding LLC and ESA P Portfolio Operating Lessee Inc. (filed as Exhibit 10.4.1 to the
Registrants’ Registration Statement on Form S-1 (File No. 333-190052), and incorporated herein by
reference).
Second Amendment to Trademark License Agreement, dated as of December 13, 2012, by and between
ESH Strategies Branding LLC and ESA P Portfolio Operating Lessee Inc. (filed as Exhibit 10.4.2 to the
Registrants’ Registration Statement on Form S-1 (File No. 333-190052), and incorporated herein by
reference).
Third Amendment to Trademark License Agreement, dated as of July 28, 2014, by and between ESH
Strategies Branding LLC and ESA P Portfolio Operating Lessee Inc. (filed as Exhibit 10.2 to the
Registrants’ Quarterly Report on Form 10-Q (File No. 001-36190) filed November 7, 2014, and
incorporated herein by reference).
Fourth Amendment to Trademark License Agreement, dated as of December 8, 2015, by and between
ESH Strategies Branding LLC and ESA P Portfolio Operating Lessee Inc. (filed as Exhibit 10.5.4 to the
Registrants’ Annual Report on Form 10-K (File No. 001-36190) filed February 23, 2016, and
incorporated herein by reference).
Trademark License Agreement, dated as of October 8, 2010, by and between ESH Strategies Branding
LLC and ESA 2007 Operating Lessee Inc. (filed as Exhibit 10.5 to the Registrants’ Registration
Statement on Form S-1 (File No. 333-190052), and incorporated herein by reference).
Trademark License Agreement, dated as of December 31, 2013, by and between ESH Strategies
Branding LLC and ESA LVP Operating Lessee (filed as Exhibit 10.7 to the Registrants’ Annual Report
on Form 10-K (File No. 001-36190) filed March 20, 2014, and incorporated herein by reference).
Trademark License Agreement, dated as of October 8, 2010, by and between ESH Strategies Branding
LLC and ESA Canada Operating Lessee Inc. (filed as Exhibit 10.7 to the Registrants’ Registration
Statement on Form S-1 (File No. 333-190052), and incorporated herein by reference).
First Amendment to Trademark License Agreement, dated as of November 30, 2012, by and between
ESH Strategies Branding LLC and ESA Canada Operating Lessee Inc. (filed as Exhibit 10.7.1 to the
Registrants’ Registration Statement on Form S-1 (File No. 333-190052), and incorporated herein by
reference).
165
Exhibit
Number
10.8.2
10.9
10.10†
10.11†
10.12
10.13
10.14
\
10.15
10.16
10.17†
10.18†
10.19†
10.20†
10.21†
Descriptionp
Termination of Trademark License Agreement, dated July 11, 2017, by and between ESH Strategies
Branding LLC and ESA Canada Operating ULC (f/k/a ESA Canada Operating Lessee Inc.) (filed as
Exhibit 10.2 to the Registrants’ Quarterly Report on Form 10-Q (File No. 001-36190) filed November 7,
2017, and incorporated herein by reference).
Trademark License Agreement, effective as of July 31, 2017, by and between ESH Strategies Branding
LLC and ESH Strategies Franchise LLC (filed as Exhibit 10.3 to the Registrants’ Quarterly Report on
Form 10-Q (File No. 001-36190) filed November 7, 2017, and incorporated herein by reference).
Amended and Restated Extended Stay America, Inc. Long-Term Incentive Plan (filed as Annex A to
Extended Stay America, Inc.’s Definitive Proxy Statement on Schedule 14A (File No. 001-36190) filed
April 21, 2015, and incorporated herein by reference).
Amended and Restated ESH Hospitality, Inc. Long-Term Incentive Plan (filed as Annex A to ESH
Hospitality, Inc.’s Definitive Proxy Statement on Schedule 14A (File No. 001-36190) filed April 21,
2015, and incorporated herein by reference).
Second Amended and Restated Lease Agreement, dated as of October 31, 2018, by and between ESA P
Portfolio L.L.C., ESA P Portfolio MD Trust, and ESH/TN Properties L.L.C., individually and
collectively as Landlord, and ESA P Portfolio Operating Lessee LLC, as Tenant (filed as Exhibit 10.1 to
the Registrants’ Quarterly Report on Form 10-Q (File No. 001-36190) filed October 31, 2018, and
incorporated herein by reference).
Amended and Restated Lease Agreement, dated as of October 31, 2018, by and between ESA UD
Properties L.L.C., as Landlord, and ESA 2007 Operating Lessee Inc., as Tenant (filed as Exhibit 10.2 to
the Registrants’ Quarterly Report on Form 10-Q (File No. 001-36190) filed October 31, 2018, and
incorporated herein by reference).
Amended and Restated Lease Agreement, dated as of October 31, 2018, by and between ESA LVP
Portfolio LLC, as Landlord, and ESA LVP Operating Lessee LLC, as Tenant (filed as Exhibit 10.3 to the
Registrants’ Quarterly Report on Form 10-Q (File No. 001-36190) filed October 31, 2018, and
incorporated herein by reference).
Form of Indemnification Agreement between Extended Stay America, Inc. and Directors and Executive
Officers (filed as Exhibit 10.27 to the Registrants’ Amendment No. 8 to Registration Statement on Form
S-1 (File No. 333-190052) filed November 8, 2013, and incorporated herein by reference).
Form of Indemnification Agreement between ESH Hospitality, Inc. and Directors and Executive Officers
(filed as Exhibit 10.28 to the Registrants’ Amendment No. 8 to Registration Statement on Form S-1 (File
No. 333-190052) filed November 8, 2013, and incorporated herein by reference).
Extended Stay America, Inc. Executive Severance Plan, adopted June 19, 2014 (file as Exhibit 10.1 to
the Registrants’ Current Report on Form 8-K (File No. 001-36190) filed June 23, 2014, and incorporated
herein by reference).
Form of Participation Agreement under the Extended Stay America, Inc. Executive Severance Plan
(Employees of ESA Management, LLC) (filed as Exhibit 10.2 to the Registrants’ Current Report on
Form 8-K (File No. 001-36190) filed June 23, 2014, and incorporated herein by reference).
Form of Amended and Restated Extended Stay America, Inc. Long-Term Incentive Plan Restricted Stock
Unit Agreement (Time-Vesting & Performance-Vesting) (filed as Exhibit 10.1 to the Registrants’ Current
Report on Form 8-K (File No. 001-36190) filed May 22, 2015, and incorporated herein by reference).
Form of Amended and Restated Extended Stay America, Inc. Long-Term Incentive Plan Restricted Stock
Unit Agreement (Time-Vesting) (filed as Exhibit 10.2 to the Registrants’ Current Report on Form 8-K
(File No. 001-36190) filed May 22, 2015, and incorporated herein by reference).
Form of Amended and Restated Extended Stay America, Inc. Long-Term Incentive Plan Restricted Stock
Unit Agreement (Time-Vesting) for Directors (filed as Exhibit 10.6 to the Registrants’ Quarterly Report
on Form 10-Q (File No. 001-36190) filed on July 30, 2015, and incorporated herein by reference).
166
Exhibit
Number
10.22†
10.23†
10.24†
10.25†
10.26†
10.27†
10.28
10.29
10.29.1
10.29.2
10.29.3
10.30
Descriptionp
Form of Amended and Restated ESH Hospitality, Inc. Long-Term Incentive Plan Restricted Stock Unit
Agreement (Time-Vesting) for Directors (filed as Exhibit 10.8 to the Registrants’ Quarterly Report on
Form 10-Q (File No. 001-36190) filed on July 30, 2015, and incorporated herein by reference).
Form of Amended and Restated Extended Stay America, Inc. Long-Term Incentive Plan 2018 Restricted
Stock Unit Agreement (Time-Vesting & TSR Performance- Vesting) (filed as Exhibit 10.1 to the
Registrants’ Current Report on Form 8-K (File No. 001-36190) filed March 1, 2018, and incorporated by
reference herein.)
Extended Stay America, Inc. Annual Incentive Plan (filed as Annex B to Extended Stay America, Inc.’s
Definitive Proxy Statement on Schedule 14A (File No. 001-36190) filed April 21, 2015, and
incorporated herein by reference).
ESA Management, LLC Deferred Compensation Plan, effective June 9, 2016 (filed as Exhibit 10.1 to the
Registrants’ Quarterly Report on Form 10-Q (File No. 001-36190) filed July 28, 2016, and incorporated
herein by reference).
Letter Agreement by and between Extended Stay America, Inc. and Jonathan S. Halkyard dated
December 18, 2017 (filed as Exhibit 10.2 to the Registrants’ Current Report on Form 8-K (File No.
001-36190) filed December 18, 2017, and incorporated herein by reference).
Letter Agreement by and between Extended Stay America, Inc. and Brian T. Nicholson, dated April 26,
2018 (filed as Exhibit 10.1 to the Registrants’ Current Report on Form 8-K (File No. 001-36190) filed
April 27, 2018, and incorporated herein by reference).
Credit Agreement, dated as of August 30, 2016, by and among Extended Stay America, Inc., as
Borrower, the lenders from time to time party thereto and Deutsche Bank AG New York Branch, as
Administrative Agent (filed as Exhibit 10.1 to the Registrants’ Current Report on Form 8-K (File No.
01-36190) filed September 1, 2016, and incorporated by reference herein).
Credit Agreement, dated as of August 30, 2016, by and among ESH Hospitality, Inc., as Borrower, the
guarantors party thereto from time to time, Deutsche Bank AG New York Branch, as Administrative
Agent, Collateral Agent and L/C Issuer, and the other lenders party thereto from time to time (filed as
Exhibit 10.2 to the Registrants’ Current Report on Form 8-K (File No. 01-36190) filed September 1,
2016, and incorporated by reference herein).
First Amendment to Credit Agreement, dated as of March 1, 2017, by and among ESH Hospitality, Inc.,
as Borrower, the guarantors party thereto from time to time, Deutsche Bank AG New York Branch, as
Administrative Agent, Collateral Agent and L/C Issuer, and the other lenders party thereto from time to
time (filed as Exhibit 10.1 to the Registrants’ Current Report on Form 8-K (File No. 01-36190) filed
March 3, 2017, and incorporated by reference herein).
Second Amendment to Credit Agreement, dated as of November 21, 2017, by and among ESH
Hospitality, Inc., as Borrower, the guarantors party thereto from time to time, Deutsche Bank AG New
York Branch, as Administrative Agent, Collateral Agent and L/C Issuer, and the other lenders party
thereto from time to time (filed as Exhibit 10.1 to the Registrants’ Current Report on Form 8-K (File No.
01-36190) filed November 21, 2017, and incorporated by reference herein).
Third Amendment to Credit Agreement, dated as of May 22, 2018, by and among ESH Hospitality, Inc.,
the guarantors party thereto from time to time, the lenders party thereto from time to time and Deutsche
Bank AG New York Branch, as administrative agent (filed as Exhibit 10.1 to the Registrants’ Quarterly
Report on Form 10-Q (File No. 01-36190) filed July 25, 2018, and incorporated by reference herein).
Credit Agreement, dated as of August 30, 2016, by and among ESH Hospitality, Inc., as Borrower, the
guarantors party thereto from time to time and Extended Stay America, Inc., as Lender (filed as Exhibit
10.3 to the Registrants’ Current Report on Form 8-K (File No. 01-36190) filed September 1, 2016, and
incorporated by reference herein).
167
Exhibit
Number
10.31
10.32
10.33
10.34
21.1*
23.1*
23.2*
31.1*
31.2*
31.3*
31.4*
32.1*
32.2*
Descriptionp
Share Repurchase Agreement, dated March 1, 2017, by and among Extended Stay America, Inc., ESH
Hospitality, Inc. and each of the entities identified on Schedule 1 thereto (filed as Exhibit 10.1 to the
Registrants’ Current Report on Form 8-K (File No. 01-36190) filed March 7, 2017, and incorporated by
reference herein).
Share Repurchase Agreement, dated April 26, 2017, by and among Extended Stay America, Inc., ESH
Hospitality, Inc. and each of the entities identified on Schedule 1 thereto (filed as Exhibit 10.1 to the
Registrants’ Current Report on Form 8-K (File No. 01-36190) filed April 28, 2017, and incorporated by
reference herein).
Share Repurchase Agreement, dated May 29, 2017, by and among Extended Stay America, Inc., ESH
Hospitality, Inc. and each of the entities identified on Schedule 1 thereto (filed as Exhibit 10.1 to the
Registrants’ Current Report on Form 8-K (File No. 01-36190) filed May 31, 2017, and incorporated by
reference herein).
Preferred Stock Repurchase Agreement, dated June 15, 2017, by and among Extended Stay America,
Inc. and each of the entities identified on Schedule 1 thereto (filed as Exhibit 10.1 to the Registrants’
Current Report on Form 8-K (File No. 01-36190) filed June 15, 2017, and incorporated by reference
herein).
List of Subsidiaries of Extended Stay America, Inc.
Consent of Deloitte & Touche LLP.
Consent of Deloitte & Touche LLP.
Certification of the Chief Executive Officer of Extended Stay America, Inc. pursuant to Rules 13a-14(a)
and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31)
of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of the Chief Financial Officer of Extended Stay America, Inc. pursuant to Rules 13a-14(a)
and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31)
of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of the Chief Executive Officer of ESH Hospitality, Inc. pursuant to Rules 13a-14(a) and
15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of
Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of the Chief Financial Officer of ESH Hospitality, Inc. pursuant to Rules 13a-14(a) and
15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of
Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of the Chief Executive Officer and the Chief Financial Officer of Extended Stay America,
Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
Certification of the Chief Executive Officer and the Chief Financial Officer of ESH Hospitality, Inc.
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
101.INS*
101.SCH*
101.CAL*
101.DEF*
101.LAB*
101.PRE*
XBRL Instance Document.
XBRL Taxonomy Extension Schema Document.
XBRL Taxonomy Extension Calculation Linkbase Document.
XBRL Taxonomy Extension Definition Linkbase Document.
XBRL Taxonomy Extension Label Linkbase Document.
XBRL Taxonomy Extension Presentation Linkbase Document.
*
†
Filed herewith.
Management contract or compensatory plan or arrangement.
168
Item 16.
Form 10-K Summary
None.
169
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
EXTENDED STAY AMERICA, INC.
By:
/s/ JONATHAN S. HALKYARD
Jonathan S. Halkyard
Chief Executive Officer
Date: February 27, 2019
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons
in the capacities and on the dates indicated.
Signature
g
Title
Date
/s/ JONATHAN S. HALKYARD
Chief Executive Officer and Director (Principal Executive Officer)
February 27, 2019
Jonathan S. Halkyard
/s/ BRIAN NICHOLSON
Chief Financial Officer (Principal Financial and Accounting Officer)
February 27, 2019
Brian Nicholson
/s/ DOUGLAS G. GEOGA
Director
Douglas G. Geoga
/s/ KAPILA K. ANAND
Kapila K. Anand
/s/ JODIE W. MCLEAN
Jodie W. McLean
Director
Director
/s/ THOMAS F. O’TOOLE
Director
Thomas F. O’Toole
/s/ RICHARD F. WALLMAN
Director
Richard F. Wallman
/s/ ELLEN KESZLER
Ellen Keszler
Director
February 27, 2019
February 27, 2019
February 27, 2019
February 27, 2019
February 27, 2019
February 27, 2019
170
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
ESH HOSPITALITY, INC.
By:
/s/ JONATHAN S. HALKYARD
Jonathan S. Halkyard
Chief Executive Officer
Date: February 27, 2019
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons
in the capacities and on the dates indicated.
Signature
g
Title
Date
/s/ JONATHAN S. HALKYARD
Chief Executive Officer and Director (Principal Executive Officer)
February 27, 2019
Jonathan S. Halkyard
/s/ BRIAN NICHOLSON
Chief Financial Officer (Principal Financial and Accounting Officer)
February 27, 2019
Brian Nicholson
/S/ DOUGLAS G. GEOGA
Director
Douglas G. Geoga
/s/ KAPILA K. ANAND
Kapila K. Anand
/s/ NEIL BROWN
Neil Brown
Director
Director
/s/ BRUCE N. HAASE
Director
Bruce N. Haase
/s/ STEVEN KENT
Director
Steven Kent
/s/ LISA PALMER
Director
Lisa Palmer
February 27, 2019
February 27, 2019
February 27, 2019
February 27, 2019
February 27, 2019
February 27, 2019
171
Exhibit 31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
y
I, Jonathan S. Halkyard, certify that:
1.
I have reviewed this annual report on Form 10-K for the fiscal year ended December 31, 2018 of Extended Stay America,
Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
February 27, 2019
/s/ Jonathan S. Halkyard
Jonathan S. Halkyard
President and Chief Executive Officer
Exhibit 31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
y
I, Brian T. Nicholson, certify that:
1.
I have reviewed this annual report on Form 10-K for the fiscal year ended December 31, 2018 of Extended Stay America,
Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
February 27, 2019
/s/ Brian T. Nicholson
Brian T. Nicholson
Chief Financial Officer
Exhibit 31.3
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
y
I, Jonathan S. Halkyard, certify that:
1.
I have reviewed this annual report on Form 10-K for the fiscal year ended December 31, 2018 of ESH Hospitality, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
February 27, 2019
/s/ Jonathan S. Halkyard
Jonathan S. Halkyard
President and Chief Executive Officer
Exhibit 31.4
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
y
I, Brian T. Nicholson, certify that:
1.
I have reviewed this annual report on Form 10-K for the fiscal year ended December 31, 2018 of ESH Hospitality, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
February 27, 2019
/s/ Brian T. Nicholson
Brian T. Nicholson
Chief Financial Officer
Exhibit 32.1
y
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
,
Act of 2002
p
Pursuant to 18 U.S.C. § 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Jonathan S. Halkyard,
President and Chief Executive Officer, and Brian T. Nicholson, Chief Financial Officer of Extended Stay America, Inc., each
certifies with respect to the annual report of Extended Stay America, Inc. on Form 10-K for the year ended December 31, 2018
(the “Report”) that, to the best of his knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of Extended Stay America, Inc.
February 27, 2019
February 27, 2019
/s/ Jonathan S. Halkyard
Jonathan S. Halkyard
President and Chief Executive Officer
/s/ Brian T. Nicholson
Brian T. Nicholson
Chief Financial Officer
Exhibit 32.2
y
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
,
Act of 2002
p
Pursuant to 18 U.S.C. § 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Jonathan S. Halkyard,
President and Chief Executive Officer, and Brian T. Nicholson, Chief Financial Officer of ESH Hospitality, Inc., each certifies
with respect to the annual report of ESH Hospitality, Inc. on Form 10-K for the year ended December 31, 2018 (the “Report”)
that, to the best of his knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of ESH Hospitality, Inc.
February 27, 2019
February 27, 2019
/s/ Jonathan S. Halkyard
Jonathan S. Halkyard
President and Chief Executive Officer
/s/ Brian T. Nicholson
Brian T. Nicholson
Chief Financial Officer
D I R E CTO R S , O F F I C E R S , C O R PO R AT E I N FO R M AT I O N
B OA R D O F D I R ECTO R S
E X T E N D E D STAY A M E R I CA , I N C .
B OA R D O F D I R ECTO R S
C O R P O R AT E O F F I C E
11525 N. Community House Rd., Suite 100
Charlotte, NC 28277
(980) 345-1600
www.esa.com
STO C K H O L D E R I N FO R M AT I O N
Transfer Agent and Registrar
If you are a stockholder of record and require
assistance with your account, such as a
change of address or change in registration,
please contact:
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
(800) 937-5449
info@amstock.com
Common Stock Listing
Paired Shares of Extended Stay America, Inc.’s
common stock and ESH Hospitality, Inc.’s Class B
common stock are listed on the Nasdaq Global
Select Market.
Independent Registered Public Accounting Firm
Deloitte & Touche LLP
Charlotte, NC
Investor Relations
Rob Ballew
(980) 345-1546
investorRelations@esa.com
E S H H O S P I TA L I T Y, I N C .
DOUGLAS G. GEOGA
Chairman, ESH Hospitality, Inc.
President and Chief Executive Officer of Salt
Creek Hospitality, LLC
Former President of Global Hyatt Corporation
JONATHAN S. HALKYARD
President and Chief Executive Officer
KAPILA K. ANAND 1,3
Former Partner at KPMG LLP
NEIL BROWN 2,3
Founder and Chief Executive Officer, ArchCo
Residential LLC
BRUCE N. HAASE 2,3
Former Chief Executive Officer, WoodSpring
Hotels LLC
STEVEN KENT 1,3
Former Managing Director of Leisure & Hospitality,
Goldman Sachs & Co., Inc.
LISA PALMER 1,2
President and Chief Financial Officer,
Regency Centers Corporation
1. Member of Audit Committee, ESH
2. Member of Compensation Committee, ESH
3. Member of Nominating and Corporate Governance
Committee, ESH
L E A D E R S H I P T E A M
JONATHAN S. HALKYARD
President and Chief Executive Officer
BRIAN T. NICHOLSON
Chief Financial Officer
CHRISTOPHER N. DEKLE
General Counsel and Corporate Secretary
JAMES G. ALDERMAN JR.
Chief Asset Merchant
HOWARD J. WEISSMAN
Corporate Controller and Chief Accounting Officer
DOUGLAS G. GEOGA
Chairman, Extended Stay America, Inc.
President and Chief Executive Officer of Salt
Creek Hospitality, LLC
Former President of Global Hyatt Corporation
JONATHAN S. HALKYARD
President and Chief Executive Officer
KAPILA K. ANAND 2
Former Partner at KPMG LLP
ELLEN KESZLER 1,3
President and Chief Executive Officer, Clear Sky
Associates
THOMAS F. O’TOOLE 2,3
Senior Advisor, McKinsey & Co. and
Executive Director of the Program for Data
Analytics, and Clinical Professor of Marketing,
Kellogg School of Management at Northwestern
University
JODIE W. MCLEAN 1,2
Chief Executive Officer, EDENS
RICHARD F. WALLMAN 1,3
Former Chief Financial Officer,
Honeywell International Inc.
1. Member of Audit Committee, ESA
2. Member of Compensation Committee, ESA
3. Member of Nominating and Corporate Governance
Committee, ESA
L E A D E R S H I P T E A M
JONATHAN S. HALKYARD
President and Chief Executive Officer
BRIAN T. NICHOLSON
Chief Financial Officer
KEVIN A. HENRY
Executive Vice President and Chief Human
Resources Officer
CHRISTOPHER N. DEKLE
General Counsel and Corporate Secretary
M. THOMAS BUOY
Executive Vice President, Revenue
JAMES G. ALDERMAN JR.
Chief Asset Merchant
AMES B. FLYNN
Executive Vice President, Shared Services
HOWARD J. WEISSMAN
Corporate Controller and Chief Accounting Officer
Growing Bigger, Better and Stronger
We sold 72 hotels in 2018 at an average pro forma free cash
flow multiple of approximately 17.9x with all but one of the hotels
retaining long term franchise or management agreements. We
grew our pipeline to nearly 10% of existing supply in 2018, with
roughly 75% of that pipeline being franchised hotels, and we added
two new hotels to the system through conversions.
Caring For Our Community
With a passion to support a charitable cause so close to the hearts
of its employees, in 2013 Extended Stay America partnered with
the American Cancer Society to create the Hotel Keys of Hope®
program, which provides free and deeply discounted hotel stays
for cancer patients in need of treatment away from home. To date,
Extended Stay America has donated over 130,000 hotel room
nights throughout the US, helping over 17,000 patients and their
families save over $7.5 million in lodging costs.
www.esa.com