stay-20200506
00015811640001507563false00015811642020-05-062020-05-060001581164stay:ESHHospitalityInc.Member2020-05-062020-05-06


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported) – May 6, 2020
 
 
EXTENDED STAY AMERICA, INC.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware001-3619046-3140312
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification Number)
11525 N. Community House Road, Suite 100
Charlotte
North Carolina
28277
(Address of principal executive offices, zip code)
Registrant’s telephone number, including area code (980345-1600
ESH HOSPITALITY, INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware001-3619127-3559821
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification Number)
11525 N. Community House Road, Suite 100
Charlotte
North Carolina
28277
(Address of principal executive offices, zip code)
Registrant’s telephone number, including area code (980345-1600



 
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)
Name of each exchange
on which registered
Common Stock, par value $0.01 per share, of
STAYNasdaq Global Select Market
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.
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth 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.

Item 2.02. Results of Operations and Financial Condition.
On May 6, 2020, Extended Stay America, Inc. and ESH Hospitality, Inc. issued an earnings release announcing their results of operations for the three months ended March 31, 2020. A copy of the earnings release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in this Item 2.02.
The information contained under Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure.
On May 7, 2020, Extended Stay America, Inc. and ESH Hospitality, Inc. will hold a conference call announcing their results of operations for the three months ended March 31, 2020. A copy of management’s presentation materials is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference in this Item 7.01.
The information contained under Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.2) is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.








Item 9.01.Financial Statements and Exhibits.
 
(d)Exhibits.
 
Exhibit NumberExhibit Description
Earnings release of Extended Stay America, Inc. and ESH Hospitality, Inc., dated May 6, 2020, announcing results for the three months ended March 31, 2020.
Management’s presentation materials, dated May 6, 2020.
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.























































SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the Registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
EXTENDED STAY AMERICA, INC.
Date: May 6, 2020By:/s/ Christopher N. Dekle
Name: Christopher N. Dekle
Title: General Counsel and Corporate Secretary

ESH HOSPITALITY, INC.
Date: May 6, 2020By:/s/ Christopher N. Dekle
Name: Christopher N. Dekle
Title: General Counsel and Corporate Secretary




Document
https://cdn.kscope.io/a6a62b9ff663ed4ec7f680b9938b83eb-staylogoa071.jpg
EXTENDED STAY AMERICA ANNOUNCES FIRST QUARTER 2020 RESULTS AND UPDATE OF COVID-19 IMPACT ON BUSINESS
-Net Income of $7.8 million
-Adjusted EBITDA1 of $97.7 million

CHARLOTTE, N.C. - May 6, 2020 (GlobeNewswire) — Extended Stay America, Inc. and ESH Hospitality, Inc. (NASDAQ:STAY) (together, the “Company”) today announced consolidated results for the three months ended March 31, 2020.
First Quarter 2020 Highlights
Net income of $7.8 million
Total revenues of $266.3 million
Comparable system-wide Revenue Per Available Room (“RevPAR”) declined 5.8% to $43.98
Adjusted EBITDA1 of $97.7 million
Adjusted Funds From Operations ("Adjusted FFO")1 of $0.31 per diluted Paired Share
Adjusted Paired Share Income1 of $0.07 per diluted Paired Share
Comparable system-wide RevPAR index of 107, a 12% increase compared to the first quarter of 2019, with a RevPAR index of 122 in March 2020, a 32% increase compared to March 2019

Extended Stay America’s President and Chief Executive Officer Bruce Haase, commented, “I am proud of our Company’s performance during this period of pandemic and economic uncertainty. Thanks to the hard work of our nearly 8,000 employees and our franchisee partners every single Extended Stay America hotel has remained open through the pandemic, we have maintained relatively healthy overall occupancy levels, and we have not been forced to enact any wide-spread furloughs or staff reductions as seen by others in the industry. Our property teams have done a remarkable job keeping their colleagues and our guests safe while continuing to provide an essential service for their communities and I’d like to thank them for all their hard work.”
Mr. Haase continued, “March and April saw the highest RevPAR Index scores for STAY in the Company’s history by a wide margin. We believe that our positive RevPAR performance relative to the industry during this difficult time period demonstrates the resiliency of our extended stay business model and the unique characteristics of our business compared to traditional transient lodging brands. We are also pleased to see improved RevPAR and occupancy trends during the last few weeks compared to earlier in the nationwide response to the virus. We believe the Company is in a strong financial position to navigate through this crisis and well positioned as the economy reopens.”

1 See “Disclosure Regarding Non-GAAP Financial Measures” for an explanation of non-GAAP measures included in this release (i.e., Hotel Operating Profit, Hotel Operating Margin, EBITDA, Adjusted EBITDA, Funds from Operations ("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).


1


https://cdn.kscope.io/a6a62b9ff663ed4ec7f680b9938b83eb-staylogoa071.jpg
Financial and Operating Results
Total revenues for the three months ended March 31, 2020 were $266.3 million, a decrease of 4.1% over the same period in the prior year due to the impact in March from the COVID-19 pandemic.

Comparable system-wide RevPAR for the three months ended March 31, 2020 declined 5.8% over the same period in 2019 to $43.98, driven by a 6.5% decline in Average Daily Rate (“ADR”), partially offset by a 60 basis point increase in occupancy to 71.9%. Comparable system-wide RevPAR growth for the first two months of 2020 was 2.6% prior to the impact of COVID-19 in March 2020. Our positive results for this period were completely offset by March’s RevPAR, which declined approximately 19% over March 2019 due to the COVID-19 Pandemic. Depressed levels of RevPAR continued into Q2 2020, although as noted above have shown preliminary signs of moderation.

Hotel Operating Margin1 for the three months ended March 31, 2020 was 45.7% compared to 50.1% in the same period in 2019. The decline in Hotel Operating Margin was driven primarily by a decrease in comparable system-wide RevPAR and increased hotel payroll expenses. Hotel operating expenses declined approximately 2.4% in March 2020 compared to March 2019.

Net income for the three months ended March 31, 2020 was $7.8 million compared to $28.4 million in the same period in 2019, a decrease of 72.4%. The decline in net income was due to a decline in comparable system-wide RevPAR and an increase in hotel operating expenses, partially offset by lower income tax expense.

Adjusted EBITDA for the three months ended March 31, 2020 was $97.7 million, a decline of 16.0% compared to the same period in 2019. The decline in Adjusted EBITDA was due primarily to a decline in Comparable system-wide RevPAR as well as an increase in hotel labor expenses. Adjusted EBITDA excludes non-cash equity-based compensation expense of $1.1 million, $3.3 million in loss on disposal of assets and $1.1 million in other expenses.

Adjusted FFO for the three months ended March 31, 2020 was $55.1 million compared to $68.4 million in the same period in 2019. The decline in Adjusted FFO was primarily due to a decline in comparable system-wide RevPAR, an increase in comparable Company-owned hotel operating expenses and an increase in interest expense, partially offset by lower income tax expense. Adjusted FFO per diluted Paired Share was $0.31 compared to $0.36 in the same period in 2019. Adjusted FFO, a non-GAAP measure, represents funds from operations, as adjusted, attributable to the consolidated enterprise, whose representative equity security is a Paired Share. A Paired Share entitles its holder to participate in 100% of the common equity and earnings of both Extended Stay America, Inc. and ESH Hospitality, Inc.

Adjusted Paired Share Income for the three months ended March 31, 2020 was $12.2 million, or $0.07 per diluted Paired Share, compared to $29.5 million, or $0.16 per diluted Paired Share, in the same period in 2019. The decline in Adjusted Paired Share Income per diluted Paired Share was due to a decline in comparable system-wide RevPAR, an increase in comparable Company-owned hotel operating expenses and increased interest expense, partially offset by lower income tax expense. Adjusted
Paired Share Income, a non-GAAP measure, represents net income, as adjusted, attributable to the consolidated enterprise, whose representative equity security is a Paired Share.

2


https://cdn.kscope.io/a6a62b9ff663ed4ec7f680b9938b83eb-staylogoa071.jpg

Capital Expenditures
The Company invested $54.6 million in capital expenditures during the first quarter of 2020. This includes $8.9 million in renovation capital and $20.0 million in capital for ESA 2.0 hotel development and land acquisitions.

Hotel and Development Pipeline
As of March 31, 2020, the Company had a pipeline of 73 hotels representing approximately 8,800 rooms with two hotels opened through the end of the quarter. Since the end of the first quarter, one new franchise built hotel and one new Company owned hotel have opened.
Company Owned Pipeline & Recently Opened Hotels as of March 31, 2020
Under OptionPre-DevelopmentUnder ConstructionTotal PipelineOpened YTD
# Hotels# Rooms# Hotels# Rooms# Hotels# Rooms# Hotels# Rooms# Hotels# Rooms
004504101,256141,7601120
Third Party Pipeline & Recently Opened Hotels as of March 31, 2020
CommitmentsApplicationsExecutedTotal PipelineOpened YTD
# Hotels# Rooms# Hotels# Rooms# Hotels# Rooms# Hotels# Rooms# Hotels# Rooms
273,3485588273,132597,0681113

Definitions
Under OptionLocations with a signed purchase and sale agreement
Pre-DevelopmentLand purchased, permitting and/or site work
Under ConstructionHotel is under construction
CommitmentsSigned commitment or build or convert a certain number of hotels by a third party, generally associated with a prior portfolio sale
ApplicationsThird party filed franchise application with deposit
ExecutedFranchise and development application approved, geographically identified and deposits paid, various stages of pre-development and/or under construction

Distributions and Share Repurchases
On May 6, 2020, the Board of Directors of ESH Hospitality, Inc. declared a $0.01 distribution to ESH Class A and B shareholders payable on June 4, 2020 to shareholders of record on May 21, 2020. Management and the Boards of Directors of Extended Stay America, Inc. and ESH Hospitality, Inc. intend to review future Company distributions once business conditions have stabilized. ESH Hospitality, Inc. will continue to distribute at least 90% of its pre-tax earnings to maintain its REIT status.
The Company repurchased approximately 2.2 million Paired Shares in the first quarter of 2020 for an aggregate purchase price of $31.0 million. The Company has not repurchased any Paired Shares since early February. The Company has $101.1 million in authorization outstanding, but does not intend to repurchase any additional Paired Shares for the foreseeable future.


3


https://cdn.kscope.io/a6a62b9ff663ed4ec7f680b9938b83eb-staylogoa071.jpg
COVID-19 Pandemic Response
The Company has taken a number of steps in response to the pandemic in the United States. These include but are not limited to:
Provided additional cleaning in our hotels, with a focus on high touch areas, in accordance with CDC guidelines
Purchased and supplied PPE for our employees for their safety
Reduced interactions between our guests and our associates, including temporarily suspending our grab n’ go breakfast and switching to every other week housekeeping from weekly housekeeping
Increased effort and focus for the remainder of 2020 to attract guests staying for a month or longer at a time, which has proven significantly more resilient to date than typical transient and group guests in the broader lodging industry
Reduced payroll hours due to lower occupancy and longer length of stay guests at a number of our properties
Drew $400 million on the Company’s revolvers. The Company had approximately $725.0 million in cash, including restricted cash, on our balance sheet as of March 31, 2020.
The Company executed an amendment to the Corporation Revolving Credit Facility and obtained a suspension of the quarterly tested leverage covenant from the beginning of the second quarter of 2020 through the end of the first quarter of 2021. For the second quarter of 2021 through the fourth quarter of 2021, the leverage covenant calculation has been modified to use annualized EBITDA, as opposed to trailing twelve-month EBITDA. Additionally, the amendment provides for the Corporation to borrow up to $150.0 million from ESH REIT through an intercompany loan facility. During the suspension period, the Company has agreed to maintain minimum liquidity of $150.0 million and to limit share repurchases and dividend payments made by the Corporation.
Utilizing the CARES act to reduce our 2020 tax liabilities and other measures
Suspended Paired Share repurchases and reduced the quarterly distribution
Due to the uncertain nature of local and state responses as well as macro-economic uncertainty from the COVID-19 pandemic, the Company will not update business performance guidance for 2020. The Company expects depreciation and amortization for the year between $190 and $195 million, net interest expense between $135 and $145 million, and capital expenditures between $160 to $190 million.
The Company will continue to review the situation as conditions improve or decline and may take additional actions as the situation warrants. The Company believes it has sufficient liquidity to withstand a prolonged industry downturn.

To date, the Company has not had to close any of its hotels due to COVID-19 and our comparable system-wide occupancy for the month of April was approximately 61%. The Company experienced comparable system-wide RevPAR declines in April 2020 of approximately 35%. The Company’s absolute RevPAR and occupancy levels have improved in the prior three weeks compared to the first half of April.

April 2020 saw the Company’s highest RevPAR index for a month in the Company’s history by a wide margin, with an index in excess of 150, based on preliminary results, compared to approximately 96 for the full year 2019, highlighting the Company’s strong operating efforts and our more resilient business model compared to the broader lodging industry.

Webcast and Conference Call Details
The Company will host a conference call on Thursday, May 7, 2020 at 8:30 a.m. Eastern Time. The conference call will be webcast simultaneously in the Investor Relations section of the Company’s website at www.aboutstay.com. A replay of the call will be available for 90 days following the webcast on the Company’s website. Alternatively, the conference call can be accessed by dialing 1-888-254-3590 for domestic callers or 1-856-344-9299 for international callers. A telephone replay will be available

4


https://cdn.kscope.io/a6a62b9ff663ed4ec7f680b9938b83eb-staylogoa071.jpg
from shortly after the call until May 14, 2020, and can be accessed by dialing 1-844-512-2921 for domestic callers or 1-412-317-6671 for international callers. The passcode for the replay is 9976970.

RevPAR Index
RevPAR Index is stated as a percentage and calculated by comparing RevPAR for owned hotels or system-wide hotels to the aggregate RevPAR of a group of competing hotels generally in the same market. As such, the RevPAR Index is only a measure of RevPAR relative to certain competing hotels and not a measure of our absolute RevPAR or profitability. We subscribe to STR, Inc. ("STR"), an independent third-party service, which collects and compiles the data used to calculate RevPAR Index. We select the competing hotels included in the RevPAR Index calculation subject to STR's guidelines. The competing hotels included in STR guidelines will generally include certain hotels that are not considered part of the extended stay lodging segment of the hospitality industry and, instead, fall within the category of short-term stay hotels. STR does not endorse the Company, or any other company, and STR data should not be viewed as investment advice or as a recommendation to take a particular course of action.

Disclosure Regarding Non-GAAP Financial Measures
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 (collectively, the “Non-GAAP Financial Measures”), which are detailed in the reconciliation tables that accompany this release, are used by the Company as supplemental performance measures. The Company believes these measures provide useful information to investors regarding our results of operations and allow investors to evaluate the ongoing operating performance of our hotels and facilitate comparisons between the Company and other lodging companies, hotel owners and capital-intensive companies, including those which include a REIT as part of their legal entity structure. The Non-GAAP Financial Measures are not recognized terms under U.S. GAAP. These measures as presented may not be comparable to measures calculated by other companies. These measures should not be considered as alternative measures of, or superior to, operating profit, net income, net income per share or any other measure of the Company, Extended Stay America, Inc. or ESH Hospitality, Inc. calculated in accordance with U.S. GAAP. The Company’s presentation of the Non-GAAP Financial Measures does not replace the presentation of the Company’s consolidated financial statements and other disclosures prepared in accordance with U.S. GAAP.

Forward Looking Statements
This release contains forward-looking statements within the meaning of the federal securities laws. These statements include, but are not limited to, statements related to our expectations regarding our business performance, financial results, liquidity and capital resources, capital expenditures, distribution policy, plans, goals, beliefs, business trends and future events, as well as the impact of the COVID-19 pandemic, its effects on the foregoing, government actions taken in response to the pandemic and actions that we have or plan to take in response to the pandemic and other non-historical statements. Forward looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results or performance to differ from those projected in the forward-looking statements, possibly materially. For a description of factors that may cause the Company’s actual results or performance to differ from projected results or performance implied by forward-looking statements, please review the information under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors”

5


https://cdn.kscope.io/a6a62b9ff663ed4ec7f680b9938b83eb-staylogoa071.jpg
included in the Company’s combined annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 26, 2020 and other documents of the Company on file with or furnished to the SEC, including the Company’s combined quarterly report on Form 10-Q to be filed on May 6, 2020. Any forward-looking statements made in this release are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, will have the expected consequences to, or effects on, the Company, its business or operations. 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 developments or otherwise. We caution you that actual results may differ materially from what is expressed, implied or forecasted by the Company’s forward-looking statements.

About Extended Stay America
Extended Stay America® is the leading brand in the mid-priced extended stay segment in the U.S. with 634 hotels. ESH Hospitality, Inc. (“ESH”), a subsidiary of Extended Stay America, Inc. (“ESA”), is the largest lodging REIT in North America by unit and room count, with 559 hotels and over 62,000 rooms in the U.S. ESA also manages or franchises an additional 75 Extended Stay America® hotels. Visit www.esa.com for more information.
Contacts
Investors or Media:
Rob Ballew
(980) 345-1546
investorrelations@esa.com 



















6


https://cdn.kscope.io/a6a62b9ff663ed4ec7f680b9938b83eb-staylogoa071.jpg
EXTENDED STAY AMERICA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2020 AND 2019
(In thousands, except per share data)
(Unaudited)
Three Months Ended
March 31,
20202019% Variance
REVENUES:
  Room revenues$254,464  $267,046  (4.7)%
  Other hotel revenues6,768  5,303  27.6%
  Franchise and management fees1,279  1,225  4.4%
262,511  273,574  (4.0)%
Other revenues from franchised and managed properties3,790  4,095  (7.4)%
Total revenues266,301  277,669  (4.1)%
OPERATING EXPENSES:
  Hotel operating expenses145,295  137,291  5.8%
  General and administrative expenses23,938  23,027  4.0%
  Depreciation and amortization50,520  48,778  3.6%
219,753  209,096  5.1%
Other expenses from franchised and managed properties4,207  4,647  (9.5)%
Total operating expenses223,960  213,743  4.8%
OTHER INCOME 27  (92.6)%
INCOME FROM OPERATIONS42,343  63,953  (33.8)%
OTHER NON-OPERATING EXPENSE (INCOME) 703  (178) (494.9)%
INTEREST EXPENSE, NET32,685  29,604  10.4%
INCOME BEFORE INCOME TAX EXPENSE8,955  34,527  (74.1)%
INCOME TAX EXPENSE1,110  6,123  (81.9)%
NET INCOME7,845  28,404  (72.4)%
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS(3,291) (6,470) (49.1)%
NET INCOME ATTRIBUTABLE TO EXTENDED STAY AMERICA, INC. COMMON SHAREHOLDERS$4,554  $21,934  (79.2)%
NET INCOME PER EXTENDED STAY AMERICA, INC. COMMON SHARE - DILUTED$0.03  $0.12  (78.0)%
WEIGHTED-AVERAGE EXTENDED STAY AMERICA, INC. COMMON SHARES OUTSTANDING - DILUTED178,171  188,576  
CONSOLIDATED BALANCE SHEET DATA
AS OF MARCH 31, 2020 AND DECEMBER 31, 2019
(In thousands)
(unaudited)
March 31,December 31,
20202019
Cash and cash equivalents$710,131  $346,812  
Restricted cash$14,878  $14,858  
Total assets$4,393,005  $4,030,596  
Total debt, net of unamortized deferred financing costs and debt discounts (1)
$3,039,832  $2,639,766  
Total equity$1,110,884  $1,176,270  
(1) Unamortized deferred financing costs and debt discounts totaled $44.8 million and $46.7 million as of March 31, 2020 and December 31, 2019, respectively.


7


https://cdn.kscope.io/a6a62b9ff663ed4ec7f680b9938b83eb-staylogoa071.jpg
EXTENDED STAY AMERICA, INC.
OPERATING METRICS
FOR THE THREE MONTHS ENDED MARCH 31, 2020 AND 2019
(Unaudited)
COMPARABLE SYSTEM-WIDE OPERATING METRICS (1)
Three Months Ended
March 31,
20202019Variance
Number of hotels (as of March 31)624624
Number of rooms (as of March 31)68,70068,700
Comparable System-Wide Occupancy(1)
71.9%71.3%60 bps
Comparable System-Wide ADR(1)
$61.14$65.42(6.5)%
Comparable System-Wide RevPAR(1)
$43.98$46.67(5.8)%

COMPARABLE COMPANY-OWNED OPERATING METRICS (2)
Three Months Ended
March 31,
20202019Variance
Number of hotels (as of March 31)553553
Number of rooms (as of March 31)61,44561,445
Comparable Company-Owned Occupancy(2)
71.5%71.4%10 bps
Comparable Company-Owned ADR(2)
$63.14$67.50(6.5)%
Comparable Company-Owned RevPAR(2)
$45.12$48.22(6.4)%

COMPANY-OWNED HOTEL OPERATING METRICS(3)
Three Months Ended
March 31,
20202019Variance
Number of hotels (as of March 31)5585544
Number of rooms (as of March 31)62.05361.552501
Company-Owned Occupancy(3)
71.4%71.4%
Company-Owned ADR(3)
$63.35$67.51(6.2)%
Company-Owned RevPAR(3)
$45.23$48.20(6.2)%
(1) Includes hotels owned, franchised or managed for the full three months ended March 31, 2020 and 2019, respectively.
(2) Includes hotels owned and operated by the Company for the full three months ended March 31, 2020 and 2019, respectively.

(3) Includes results of operations of the Company's owned and operated hotels during the periods presented, which is summarized below:


DateNumber of Hotels
Acquired or
Opened
Number of
Rooms
Number of
Owned Hotels(1)
Number of
Owned Rooms
January 1, 201955461,552
November 2019112155561,673
December 2019226055761,933
March 31, 2020112055862,053
(1) As of end of period


8


https://cdn.kscope.io/a6a62b9ff663ed4ec7f680b9938b83eb-staylogoa071.jpg
EXTENDED STAY AMERICA, INC.
NON-GAAP RECONCILIATION OF NET INCOME TO HOTEL OPERATING PROFIT AND HOTEL OPERATING MARGIN
FOR THE THREE MONTHS ENDED MARCH 31, 2020 AND 2019
(In thousands)
(Unaudited)
Three Months Ended
March 31,
20202019Variance
Net income$7,845  $28,404  (72.4)%
Income tax expense1,110  6,123  (81.9)%
Interest expense, net32,685  29,604  10.4%
Other non-operating expense (income) 703  (178) (494.9)%
Other income(2) (27) (92.6)%
Depreciation and amortization50,520  48,778  3.6%
General and administrative expenses23,938  23,027  4.0%
Loss on disposal of assets(1)
3,343  1,376  143.0%
Franchise and management fees(1,279) (1,225) 4.4%
System services loss, net417  552  (24.5)%
Hotel Operating Profit$119,280  $136,434  (12.6)%
Room revenues$254,464  $267,046  (4.7)%
Other hotel revenues6,768  5,303  27.6%
Total room and other hotel revenues$261,232  $272,349  (4.1)%
Hotel Operating Margin45.7 %50.1 %(440) bps
(1) Included in hotel operating expenses in the consolidated statements of operations.

EXTENDED STAY AMERICA, INC.
NON-GAAP RECONCILIATION OF NET INCOME TO EBITDA AND ADJUSTED EBITDA
FOR THE THREE MONTHS ENDED MARCH 31, 2020 AND 2019
(In thousands)
(Unaudited)
Three Months Ended
March 31,
20202019
Net income$7,845  $28,404  
Interest expense, net32,685  29,604  
Income tax expense1,110  6,123  
Depreciation and amortization50,520  48,778  
EBITDA92,160  112,909  
Equity-based compensation1,126  2,109  
System services loss, net(1)
417  —  
Other expense(2)
4,046  1,293  
Adjusted EBITDA$97,749  $116,311  
(1) In light of the growth of our franchise business and in order to enhance comparability, effective January 1, 2020, the Company adopted the practice of other lodging companies with franchise businesses of excluding system services (profit) loss, net from Adjusted EBITDA; no adjustments have been made to prior period results. System services loss, net for the three months ended March 31, 2019, was $0.6 million.
(2) Includes loss on disposal of assets, non-operating expense (income), including foreign currency transaction costs, and certain costs associated with dispositions. Loss on disposal of assets totaled $3.3 million and $1.4 million, respectively.


9


https://cdn.kscope.io/a6a62b9ff663ed4ec7f680b9938b83eb-staylogoa071.jpg
EXTENDED STAY AMERICA, INC.
NON-GAAP RECONCILIATION OF NET INCOME ATTRIBUTABLE TO EXTENDED STAY AMERICA, INC.
COMMON SHAREHOLDERS TO FUNDS FROM OPERATIONS, ADJUSTED FUNDS FROM OPERATIONS
AND ADJUSTED FUNDS FROM OPERATIONS PER DILUTED PAIRED SHARE
FOR THE THREE MONTHS ENDED MARCH 31, 2020 AND 2019
(In thousands, except per share and per Paired Share data)
(Unaudited)
Three Months Ended
March 31,
20202019
Net income per Extended Stay America, Inc. common share - diluted$0.03  $0.12  
Net income attributable to Extended Stay America, Inc. common shareholders$4,554  $21,934  
Noncontrolling interests attributable to Class B common shares of ESH REIT3,287  6,466  
Real estate depreciation and amortization48,881  47,433  
Tax effect of adjustments to net income attributable to Extended Stay America, Inc. common shareholders(1,608) (7,400) 
Funds From Operations55,114  68,433  
Adjusted Funds From Operations$55,114  $68,433  
Adjusted Funds From Operations per Paired Share - diluted$0.31  $0.36  
Weighted average Paired Shares outstanding - diluted178,171  188,576  

EXTENDED STAY AMERICA, INC.
NON-GAAP 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 THREE MONTHS ENDED MARCH 31, 2020 AND 2019
(In thousands, except per share and per Paired Share data)
(Unaudited)
Three Months Ended
March 31,
20202019
Net income per Extended Stay America, Inc. common share - diluted$0.03  $0.12  
Net income attributable to Extended Stay America, Inc. common shareholders$4,554  $21,934  
Noncontrolling interests attributable to Class B common shares of ESH REIT3,287  6,466  
Paired Share Income7,841  28,400  
System services loss, net(1)
417  —  
Other expense(2)
4,046  1,293  
Tax effect of adjustments to Paired Share Income(147) (202) 
Adjusted Paired Share Income$12,157  $29,491  
Adjusted Paired Share Income per Paired Share - diluted$0.07  $0.16  
Weighted average Paired Shares outstanding - diluted178,171  188,576  
(1) In light of the growth of our franchise business and in order to enhance comparability, effective January 1, 2020, the Company adopted the practice of other lodging companies with franchise businesses of excluding system services (profit) loss, net from Adjusted EBITDA; no adjustments have been made to prior period results. System services loss, net for the three months ended March 31, 2019, was $0.6 million.
(2) Includes loss on disposal of assets, non-operating expense (income), including foreign currency transaction costs, and certain costs associated with dispositions. Loss on disposal of assets totaled $3.3 million and $1.4 million, respectively.


10

earningscallq12020
Q1 2020 Earnings Summary May 6, 2020 Extended Stay America, Inc. ESH Hospitality, Inc.


 
important disclosure information This presentation contains forward-looking statements within the meaning of the federal securities laws. These statements include, but are not limited to, statements related to our expectations regarding our business performance, business strategies, financial results, liquidity and capital resources, capital expenditures, capital returns, distribution policy, plans, goals, beliefs, business trends and future events, as well as the COVID-19 pandemic, its effects on the foregoing, government action taken in response to the pandemic and action that we have or plan to take in response to the pandemic and other non-historical statements, including statements relating to industry RevPAR trends. Forward looking statements involve known and unknown risks, uncertainties and other factors that may cause Extended Stay America, Inc.’s (“ESA”) and ESH Hospitality, Inc.’s (“ESH REIT,” and together with ESA, the “Company”) actual results or performance to differ from those projected in the forward-looking statements, possibly materially. For a description of factors that may cause the Company’s actual results or performance to differ from projected results or performance implied by forward-looking statements, please review the information under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” included in the Company’s combined annual report on Form 10- K filed with the Securities and Exchange Commission (“SEC”) on February 26, 2020 and other documents of the Company on file with or furnished to the SEC, including our combined quarterly report on Form 10-Q to be filed with the SEC on May 6, 2020. Any forward-looking statements made in this presentation are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, will have the expected consequences to, or effects on, the Company, its business or operations. 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 developments or otherwise. We caution you that actual results may differ materially from what is expressed, implied or forecasted by the Company’s forward-looking statements. This presentation includes certain non-GAAP financial measures, including Hotel Operating Profit, Hotel Operating Margin, EBITDA, Adjusted EBITDA, Funds from Operations (“FFO”), Adjusted Funds From Operations (“Adjusted FFO”), Adjusted FFO per diluted Paired Share, Paired Share Income, Adjusted Paired Share Income and Adjusted Paired Share Income per diluted Paired Share. These non-GAAP financial measures should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with U.S. GAAP. Please refer to the Appendix of this presentation for a reconciliation of these non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with U.S. GAAP, and to the Company’s combined annual report on Form 10-K filed with the SEC on February 26, 2020 for definitions of these non-GAAP measures. This presentation includes certain operating metrics presented on a comparable system-wide basis. The term “Comparable system-wide” refers to hotels operated under the Extended Stay America brand, including those owned, franchised or managed by the Company, for the full three months ended March 31, 2020 and 2019. For franchised or managed hotels, ESA earns certain fees based on a percentage of hotel revenues. 2


 
Q1 2020 Operating Results and Financial Highlights comparable system-wide revenue per available net income (in millions) room (“RevPAR”) $28.4 $46.67 $43.98 $7.8 Q1 2019 Q1 2020 Q1 2019 Q1 2020 hotel operating margin1 adjusted FFO per diluted Paired Share1 50.1% $0.36 $0.31 45.7% Q1 2019 Q1 2020 Q1 2019 Q1 2020 adjusted EBITDA (in millions)1 adjusted Paired Share income per diluted Paired Share1 $116.3 $0.16 $97.7 $0.07 Q1 2019 Q1 2020 Q1 2019 Q1 2020 1See Appendix for Hotel Operating Margin, Adjusted FFO per diluted Paired Share, Adjusted EBITDA and Adjusted Paired Share Income per diluted Paired Share reconciliations. 3


 
Outperforming industry, competitive set 3 • STAY’s 2020 RevPAR and occupancy compared to 2019 has held up significantly better than the industry and other mid-priced extended stay hotels in recent weeks1,2 • STAY’s RevPAR Index3 compared to competitive set, already improving before COVID-19, has increased rapidly in recent weeks to over 150 in April 1 Total industry RevPAR numbers per STR, Inc. (“STR”), a CoStar Group Company, as reported at Hotel News Now. Mid-priced extended stay RevPAR per The Highland Group, Inc. (“Highland”). Neither STR nor Highland endorse the Company, nor any other Company, and the data provided by each such company should not be viewed as investment advice or as a recommendation to take a particular course of action. 2 Industry RevPAR #s do not reflect hotel closures; industry revenue decline is steeper than RevPAR. 3 See Appendix for RevPAR Index definition and disclosure. 4


 
Well positioned in a challenging environment ✓ Majority of STAY’s guests are driving to hotels; ~75% of locations are suburban ✓ Extended stay guests have proven more resilient – STAY’s guests average length of stay is ~30 nights vs ~2 nights for overall industry ✓ Full kitchen and refrigerator in room assist guests worried about COVID-19 exposure while traveling or with limited dining out options ✓ Very limited urban, group and in-bound international exposure ✓ Low breakeven occupancy; STAY has not closed any hotels due to COVID-19 ✓ More hotels with 80% or higher occupancy than below 50% occupancy system-wide 5 Week to date for week ending 5/9/2020 as of 5/5/2020


 
ESA’s COVID-19 Action and response plans • Provided additional cleaning in our hotels, with a focus on high touch areas in accordance with CDC guidelines. • Purchased and supplied PPE for our associates for their safety. • Reduced interactions between our guests and our associates including temporarily suspending our grab n’ go breakfast and switching to every other week housekeeping from weekly housekeeping. • Increased effort and focus to attract guests staying for a month or longer at a time, which has proven significantly more resilient to date than the broader lodging industry. • Reduced payroll hours due to lower occupancy and longer length of stay guests at a number of our properties. • Drew full $400 million in revolver capacity. Extended Stay America, Inc. has received suspended covenant for four quarters and additional changes. See appendix for more details. • Utilizing the CARES act to reduce our 2020 tax liabilities and other measures. • Suspended Paired Share repurchases and reduced the quarterly distribution. • Due to the uncertain nature of local and state responses as well as macro-economic uncertainty from the COVID-19 pandemic, the Company will not update business performance guidance for 2020. The Company expects depreciation and amortization for the year between $190 and $195 million, net interest expense between $135 and $145 million, and capital expenditures between $160 to $190 million. 6


 
Balance Sheet Update as of March 31, 2020 cash balance (in millions)1 $725 Q1 2020 maturity amount/ interest debt capitalization date millions2 rate Term Loan B 2026 $628 L + 2003 ESH REIT revolver 2024 $350 L + 200 ($350m) ESA revolver ($50m) 2024 $50 L + 225 total secured debt $1,028 senior unsecured notes 2025 $1,300 5.25% senior unsecured notes 2027 $750 4.625% preferred stock4 2020 $7 8.00% total unsecured debt $2,057 total company debt $3,085 Strong cash position and no significant debt maturities until September 2024 1 Includes restricted and unrestricted cash. 2 Gross debt outstanding (excludes discounts and deferred financing costs). 3 $150m swapped to fixed LIBOR of 1.175% as of 3/31/20. 7 4 Mandatorily redeemable in November 2020.


 
Pipeline Update Company Owned Pipeline & Recently Opened Hotels as of March 31, 2020 Under Option Pre-Development Under Construction Total Pipeline Opened YTD # Hotels # Rooms # Hotels # Rooms # Hotels # Rooms # Hotels # Rooms # Hotels # Rooms 0 0 4 504 10 1,256 14 1,760 1 120 Third Party Pipeline & Recently Opened Hotels as of March 31, 2020 Commitments Applications Executed Total Pipeline Opened YTD # Hotels # Rooms # Hotels # Rooms # Hotels # Rooms # Hotels # Rooms # Hotels # Rooms 27 3,348 5 588 27 3,132 59 7,068 1 113 Definitions Under Option Locations with a signed purchase and sale agreement Pre-Development Land purchased, permitting and/or site work Under Construction Hotel is under construction Commitments Signed commitment or build or convert a certain number of hotels by a third party, generally associated with a prior portfolio sale Applications Third party filed franchise application with deposit Executed Franchise and development application approved, geography identified and deposits paid, various stages of pre-development and/or under construction 8


 
appendix


 
REVPAR INDEX RevPAR Index is stated as a percentage and calculated by comparing RevPAR for comparable system-wide hotels to the aggregate RevPAR of a group of competing hotels generally in the same market. As such, the RevPAR Index is only a measure of RevPAR relative to certain competing hotels and not a measure of our absolute RevPAR or profitability. We subscribe to STR, Inc. ("STR"), an independent third-party service, which collects and compiles the data used to calculate RevPAR Index. We select the competing hotels included in the RevPAR Index calculation subject to STR's guidelines. The competing hotels included in STR guidelines will generally include certain hotels that are not considered part of the extended stay lodging segment of the hospitality industry and, instead, fall within the category of short-term stay hotels. STR does not endorse the Company, or any other company, and STR data should not be viewed as investment advice or as a recommendation to take a particular course of action. 10


 
Corporation Revolver Update The Company executed an amendment to the Corporation Revolving Credit Facility and obtained a suspension of the quarterly tested leverage covenant from the beginning of the second quarter of 2020 through the end of the first quarter of 2021. For the second quarter of 2021 through the fourth quarter of 2021, the leverage covenant calculation has been modified to use annualized EBITDA, as opposed to trailing twelve-month EBITDA. Additionally, the amendment provides for the Corporation to borrow up to $150.0 million from ESH REIT through an intercompany loan facility. During the suspension period, the Company has agreed to maintain minimum liquidity of $150.0 million and to limit share repurchases and dividend payments made by the Corporation. 11


 
NON-GAAP RECONCILIATION OF NET INCOME TO HOTEL OPERATING PROFIT AND HOTEL OPERATING MARGIN FOR THE THREE MONTHS ENDED MARCH 31, 2020 AND 2019 (In thousands) (Unaudited) Three Months Ended March 31, 2020 2019 Variance Net income $ 7,845 $ 28,404 (72.4)% Income tax expense 1,110 6,123 (81.9)% Interest expense, net 32,685 29,604 10.4% Other non-operating expense (income) 703 (178) (494.9)% Other income (2) (27) (92.6)% Depreciation and amortization 50,520 48,778 3.6% General and administrative expenses 23,938 23,027 4.0% Loss on disposal of assets(1) 3,343 1,376 143.0% Franchise and management fees (1,279) (1,225) 4.4% System services loss, net 417 552 (24.5)% Hotel Operating Profit $ 119,280 $ 136,434 (12.6)% Room revenues $ 254,464 $ 267,046 (4.7)% Other hotel revenues 6,768 5,303 27.6% Total room and other hotel revenues $ 261,232 $ 272,349 (4.1)% Hotel Operating Margin 45.7% 50.1% (440) bps (1) Included in hotel operating expenses in the consolidated statements of operations. 12


 
NON-GAAP RECONCILIATION OF NET INCOME TO EBITDA AND ADJUSTED EBITDA FOR THE THREE MONTHS ENDED MARCH 31, 2020 AND 2019 (In thousands) (Unaudited) Three Months Ended March 31, 2020 2019 Net income $ 7,845 $ 28,404 Interest expense, net 32,685 29,604 Income tax expense 1,110 6,123 Depreciation and amortization 50,520 48,778 EBITDA 92,160 112,909 Equity-based compensation 1,126 2,109 System services loss, net(1) 417 - Other expense(2) 4,046 1,293 Adjusted EBITDA $ 97,749 $ 116,311 (1) In light of the growth of our franchise business and in order to enhance comparability, effective January 1, 2020, the Company adopted the practice of other lodging companies with franchise businesses of excluding system services (profit) loss, net from Adjusted EBITDA; no adjustments have been made to prior period results. System services loss, net for the three months ended March 31, 2019, was $0.6 million. (2) Includes loss on disposal of assets, non-operating expense (income), including foreign currency transaction costs, and certain costs associated with dispositions. Loss on disposal of assets totaled $3.3 million and $1.4 million, respectively. 13


 
NON-GAAP RECONCILIATION OF NET INCOME ATTRIBUTABLE TO EXTENDED STAY AMERICA, INC. COMMON SHAREHOLDERS TO FUNDS FROM OPERATIONS, ADJUSTED FUNDS FROM OPERATIONS AND ADJUSTED FUNDS FROM OPERATIONS PER DILUTED PAIRED SHARE FOR THE THREE MONTHS ENDED MARCH 31, 2020 AND 2019 (In thousands, except per share and per Paired Share data) (Unaudited) Three Months Ended March 31, 2020 2019 Net income per Extended Stay America, Inc. common share - diluted $ 0.03 $ 0.12 Net income attributable to Extended Stay America, Inc. common shareholders $ 4,554 $ 21,934 Noncontrolling interests attributable to Class B 3,287 6,466 common shares of ESH REIT Real estate depreciation and amortization 48,881 47,433 Tax effect of adjustments to net income attributable to Extended Stay America, Inc. common (1,608) (7,400) shareholders Funds from Operations 55,114 68,433 Adjusted Funds from Operations $ 55,114 $ 68,433 Adjusted Funds from Operations per Paired Share – diluted $ 0.31 $ 0.36 Weighted average Paired Shares outstanding – diluted 178,171 188,576 14


 
NON-GAAP 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 THREE MONTHS ENDED MARCH 31, 2020 AND 2019 (In thousands, except per share and per Paired Share data) (Unaudited) Three Months Ended March 31, 2020 2019 Net income per Extended Stay America, Inc. common share - diluted $ 0.03 $ 0.12 Net income attributable to Extended Stay America, Inc. common shareholders $ 4,554 $ 21,934 Noncontrolling interests attributable to Class B common shares of ESH REIT 3,287 6,466 Paired Share Income 7,841 28,400 System services loss, net(1) 417 - Other expense(2) 4,046 1,293 Tax effect of adjustments to Paired Share Income (147) (202) Adjusted Paired Share Income $ 12,157 $ 29,491 Adjusted Paired Share Income per Paired Share – diluted $ 0.07 $ 0.16 Weighted average Paired Shares outstanding – diluted 178,171 188,576 (1) In light of the growth of our franchise business and in order to enhance comparability, effective January 1, 2020, the Company adopted the practice of other lodging companies with franchise businesses of excluding system services (profit) loss, net from Adjusted Paired Share Income; no adjustments have been made to prior period results. System services loss, net for the three months ended March 31, 2019, was $0.6 million. (2) Includes loss on disposal of assets, non-operating expense (income), including foreign currency transaction costs, and certain costs associated with dispositions. Loss on disposal of assets totaled $3.3 million and $1.4 million, respectively. 15