Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2015shares | |
Document Information [Line Items] | |
Entity Registrant Name | CHOICE HOTELS INTERNATIONAL INC /DE |
Trading Symbol | chh |
Entity Central Index Key | 1,046,311 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Large Accelerated Filer |
Document Type | 10-Q |
Document Period End Date | Sep. 30, 2015 |
Document Fiscal Year Focus | 2,015 |
Document Fiscal Period Focus | Q3 |
Amendment Flag | false |
Entity Common Stock, Shares Outstanding | 56,622,700 |
Consolidated Statements Of Inco
Consolidated Statements Of Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
REVENUES: | ||||
Royalty fees | $ 89,929 | $ 86,091 | $ 233,543 | $ 222,301 |
Initial franchise and relicensing fees | 6,170 | 4,299 | 17,703 | 12,761 |
Procurement services | 6,271 | 5,495 | 19,667 | 18,293 |
Marketing and reservation | 134,463 | 115,653 | 366,298 | 309,025 |
Other | 4,693 | 3,630 | 11,716 | 10,188 |
Total revenues | 241,526 | 215,168 | 648,927 | 572,568 |
OPERATING EXPENSES: | ||||
Selling, general and administrative | 30,152 | 30,236 | 95,712 | 88,329 |
Depreciation and amortization | 3,108 | 2,293 | 8,793 | 6,903 |
Marketing and reservation | 134,463 | 115,653 | 366,298 | 309,025 |
Total operating expenses | 167,723 | 148,182 | 470,803 | 404,257 |
Operating income | 73,803 | 66,986 | 178,124 | 168,311 |
OTHER INCOME AND EXPENSES, NET: | ||||
Interest expense | 10,821 | 10,495 | 32,057 | 31,376 |
Interest income | (359) | (355) | (982) | (1,205) |
Other (gains) and losses | 1,402 | 375 | (239) | (158) |
Equity in net (income) loss of affiliates | (329) | 513 | 1,107 | 578 |
Total other income and expenses, net | 11,535 | 11,028 | 31,943 | 30,591 |
Income from continuing operations before income taxes | 62,268 | 55,958 | 146,181 | 137,720 |
Income taxes | 20,849 | 16,542 | 47,355 | 41,556 |
Income from continuing operations, net of income taxes | 41,419 | 39,416 | 98,826 | 96,164 |
Income (loss) from discontinued operations, net of income taxes | 0 | (51) | 0 | 1,711 |
Net income | $ 41,419 | $ 39,365 | $ 98,826 | $ 97,875 |
Basic earnings per share | ||||
Continuing operations (in dollars per share) | $ 0.72 | $ 0.67 | $ 1.72 | $ 1.65 |
Discontinued operations (in dollars per share) | 0 | 0 | 0 | 0.03 |
Basic earnings per share (in dollars per share) | 0.72 | 0.67 | 1.72 | 1.68 |
Diluted earnings per share | ||||
Continuing operations (in dollars per share) | 0.72 | 0.67 | 1.71 | 1.63 |
Discontinued operations (in dollars per share) | 0 | 0 | 0 | 0.03 |
Diluted earnings per share (in dollars per share) | 0.72 | 0.67 | 1.71 | 1.66 |
Cash dividends declared per share (in dollars per share) | $ 0.195 | $ 0.185 | $ 0.585 | $ 0.555 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net income | $ 41,419 | $ 39,365 | $ 98,826 | $ 97,875 |
Other comprehensive income (loss), net of tax: | ||||
Amortization of loss on cash flow hedge | 215 | 215 | 646 | 646 |
Foreign currency translation adjustment | (951) | (1,387) | (2,223) | (357) |
Other comprehensive income (loss), net of tax | (736) | (1,172) | (1,577) | 289 |
Comprehensive income | $ 40,683 | $ 38,193 | $ 97,249 | $ 98,164 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 199,261 | $ 214,879 |
Receivables (net of allowance for doubtful accounts of $9,184 and $10,084, respectively) | 114,623 | 91,681 |
Deferred income taxes | 26,193 | 23,860 |
Income taxes receivable | 267 | 1,458 |
Investments, employee benefit plans, at fair value | 174 | 214 |
Other current assets | 19,015 | 17,197 |
Total current assets | 359,533 | 349,289 |
Property and equipment, at cost, net | 86,786 | 77,309 |
Goodwill | 79,495 | 65,813 |
Franchise rights and other identifiable intangibles, net | 12,181 | 8,912 |
Notes receivable, net of allowances | 73,756 | 40,441 |
Investments, employee benefit plans, at fair value | 17,102 | 17,539 |
Deferred income taxes | 19,899 | 20,546 |
Other assets | 64,010 | 58,068 |
Total assets | 712,762 | 637,917 |
Current liabilities | ||
Accounts payable | 59,922 | 57,124 |
Accrued expenses and other current liabilities | 50,683 | 63,530 |
Deferred revenue | 68,439 | 66,382 |
Current portion of long-term debt | 1,706 | 12,349 |
Deferred compensation and retirement plan obligations | 174 | 628 |
Income taxes payable | 10,194 | 85 |
Total current liabilities | 191,118 | 200,098 |
Long-term debt | 815,858 | 772,729 |
Deferred compensation and retirement plan obligations | 22,145 | 23,987 |
Deferred income taxes | 1,794 | 0 |
Other liabilities | 82,490 | 69,904 |
Total liabilities | $ 1,113,405 | $ 1,066,718 |
Commitments and Contingencies | ||
SHAREHOLDERS' DEFICIT | ||
Common stock, $0.01 par value, 160,000,000 shares authorized; 95,065,638 shares issued at September 30, 2015 and December 31, 2014 and 56,622,700 and 57,337,720 shares outstanding at September 30, 2015 and December 31, 2014, respectively | $ 951 | $ 573 |
Additional paid-in-capital | 146,973 | 127,661 |
Accumulated other comprehensive loss | (8,548) | (6,971) |
Treasury stock (38,442,938 and 37,727,918 shares at September 30, 2015 and December 31, 2014, respectively), at cost | (1,037,256) | (982,463) |
Retained earnings | 497,237 | 432,399 |
Total shareholders’ deficit | (400,643) | (428,801) |
Total liabilities and shareholders’ deficit | $ 712,762 | $ 637,917 |
Consolidated Balance Sheets (U5
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Consolidated Balance Sheets | ||
Receivables, allowance for doubtful accounts | $ 9,184 | $ 10,084 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 160,000,000 | 160,000,000 |
Common stock, shares issued | 95,065,638 | 95,065,638 |
Common stock, shares outstanding | 56,622,700 | 57,337,720 |
Treasury stock, shares | 38,442,938 | 37,727,918 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 98,826 | $ 97,875 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 8,793 | 6,903 |
Gain on sale of assets | (1,519) | (2,809) |
Provision for bad debts, net | 1,540 | 1,676 |
Non-cash stock compensation and other charges | 8,929 | 8,093 |
Non-cash interest and other (income) loss | 3,168 | 1,836 |
Deferred income taxes | (1,799) | (19,216) |
Equity (earnings) losses from unconsolidated joint ventures, net of distributions received | 2,917 | 1,679 |
Changes in assets and liabilities; net of acquisition: | ||
Receivables | (24,532) | (30,497) |
Advances to/from marketing and reservation activities, net | 18,341 | 60,187 |
Forgivable notes receivable, net | (21,029) | (8,776) |
Accounts payable | 5,111 | 21,845 |
Accrued expenses and other current liabilities | (14,083) | (11,082) |
Income taxes payable/receivable | 11,066 | 7,981 |
Deferred revenue | 2,122 | 4,751 |
Other assets | (4,826) | (1,125) |
Other liabilities | 5,748 | (943) |
Net cash provided by operating activities | 98,773 | 138,378 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Investment in property and equipment | (21,810) | (11,886) |
Proceeds from sales of assets | 6,347 | 15,612 |
Acquisition, net of cash acquired | (13,269) | 0 |
Contributions to equity method investments | (3,811) | (14,362) |
Distributions from equity method investments | 270 | 0 |
Purchases of investments, employee benefit plans | (2,977) | (1,520) |
Proceeds from sales of investments, employee benefit plans | 2,920 | 966 |
Issuance of mezzanine and other notes receivable | (25,253) | (3,340) |
Collections of mezzanine and other notes receivable | 3,697 | 9,832 |
Other items, net | (9,212) | (592) |
Net cash used by investing activities | (63,098) | (5,290) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net borrowings pursuant to revolving credit facilities | 162,032 | 0 |
Proceeds from issuance of long term debt | 176 | 226 |
Debt issuance costs | (2,169) | 0 |
Principal payments on long-term debt | (130,194) | (7,110) |
Purchases of treasury stock | (56,450) | (23,757) |
Dividends paid | (34,173) | (32,767) |
Excess tax benefits from stock-based compensation | 4,885 | 2,297 |
Proceeds from exercise of stock options | 6,381 | 4,984 |
Net cash used by financing activities | (49,512) | (56,127) |
Net change in cash and cash equivalents | (13,837) | 76,961 |
Effect of foreign exchange rate changes on cash and cash equivalents | (1,781) | (364) |
Cash and cash equivalents at beginning of period | 214,879 | 167,795 |
Cash and cash equivalents at end of period | 199,261 | 244,392 |
Cash payments during the period for: | ||
Income taxes, net of refunds | 32,474 | 51,600 |
Interest, net of capitalized interest | 39,187 | 40,126 |
Non-cash investing and financing activities: | ||
Dividends declared but not paid | 11,041 | 10,764 |
Investment in property and equipment acquired in accounts payable | 1,611 | 890 |
Equity method investments | $ 0 | $ 2,797 |
Company Information and Signifi
Company Information and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Company Information and Significant Accounting Policies | Company Information and Significant Accounting Policies The accompanying unaudited consolidated financial statements of Choice Hotels International, Inc. and subsidiaries (together the "Company") have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). These unaudited consolidated financial statements include all adjustments that are necessary, in the opinion of management, to fairly present our financial position and results of operations. Except as otherwise disclosed, all adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements presented in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been omitted. The Company believes the disclosures made are adequate to make the information presented not misleading. The consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2014 and notes thereto included in the Company’s Form 10-K, filed with the SEC on March 2, 2015 (the "10-K"). Interim results are not necessarily indicative of the entire year results. All inter-company transactions and balances between Choice Hotels International, Inc. and its subsidiaries have been eliminated in consolidation. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Discontinued Operations In the first quarter of 2014, the Company's management approved a plan to dispose of the three Company owned Mainstay Suites hotels. As a result, the Company has reported the operations related to these three hotels as discontinued operations in this Quarterly Report on Form 10-Q. For additional information regarding discontinued operations, see Note 19, Discontinued Operations. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a maturity of three months or less at the date of purchase to be cash equivalents. As of September 30, 2015 and December 31, 2014 , $3.9 million and $5.4 million , respectively, of book overdrafts representing outstanding checks in excess of funds on deposit are included in accounts payable in the accompanying consolidated balance sheets. The Company maintains cash balances in domestic banks, which at times, may exceed the limits of amounts insured by the Federal Deposit Insurance Corporation. In addition, as of September 30, 2015 , the Company maintains cash balances of $180 million in international banks and money market funds which do not provide deposit insurance. Recently Adopted Accounting Guidance In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2014-08, Presentation of Financial Statements and Property, Plant, and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity ("ASU No. 2014-08"). ASU No. 2014-08 changes the definition of a discontinued operation to include only those disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on an entity's operations and financial results. ASU No. 2014-08 is effective for all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. The Company adopted this ASU on January 1, 2015 and it did not have a material impact on its financial statements. In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-03"). ASU 2015-03 requires that debt issuance costs be presented as a direct deduction from the carrying amount of the related debt liability, consistent with the presentation of debt discounts. Prior to the issuance of ASU 2015-03, debt issuance costs were required to be presented as deferred charge assets, separate from the related debt liability. ASU 2015-03 does not change the recognition and measurement requirements for debt issuance costs. The Company early-adopted ASU 2015-03 as of September 30, 2015 , and applied its provisions retrospectively. The adoption of ASU 2015-03 resulted in the reclassification of $9.9 million and $9.4 million of unamortized debt issuance costs related to the Company's outstanding borrowings (see Note 7) from other current and non-current assets to long-term debt within its consolidated balance sheets as of September 30, 2015 and December 31, 2014, respectively. In August 2015, the FASB issued ASU No. 2015-15, " Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements " ("ASU 2015-15"). ASU 2015-15 allows an entity to defer and present debt issuance costs as an asset when there are no amounts outstanding under line-of-credit arrangements and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement. Other than the aforementioned reclassification, the adoption of ASU 2015-03 did not have an impact on the Company's consolidated financial statements. In September 2015, the FASB issued ASU No. 2015-16, " Simplifying the Accounting for Measurement-Period Adjustments " ("ASU 2015-16"). ASU 2015-16 requires that any adjustments to the provisional amounts of an acquisition and the effect on earnings in changes of depreciation, amortization, and other income effects from the adjustment should be recorded to the period in which the adjustment amount is determined. This standard is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments in ASU 2015-16 should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this update with earlier application permitted for financial statements that have not been issued. The Company early adopted this newly issued guidance during the current period. Future Adoption of Recently Announced Accounting Guidance In May 2014, the FASB issued Accounting Standard Update ("ASU") No. 2014-09, Revenue From Contracts with Customers ("ASU 2014-09"), which impacts virtually all aspects of an entity's revenue recognition. ASU No. 2014-09 supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, as well as most industry-specific guidance, and significantly enhances comparability of revenue recognition practices across entities and industries by providing a principles-based, comprehensive framework for addressing revenue recognition issues. In order for a provider of promised goods or services to recognize as revenue the consideration that it expects to receive in exchange for the promised goods or services, the provider should apply the following five steps: (1) identify the contract with a customer(s); (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU No. 2014-09 also specifies the accounting for some costs to obtain or fulfill a contract with a customer and provides enhanced disclosure requirements. On July 9, 2015 the FASB voted to defer ASU No. 2014-09 for one year, and with that deferral, the standard will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, which will be our 2018 first quarter. However, early adoption is permitted to the original effective date of January 1, 2017. We are permitted to use either the retrospective or modified retrospective method when adopting ASU No. 2014-09. We are still assessing the potential impact that ASU No. 2014-09 will have on our financial statements and disclosures. In January 2015, the FASB issued ASU No. 2015-01, Income Statement - Extraordinary and Unusual Items (Subtopic 225-20) ("ASU No. 2015-01"). ASU No. 2015-01 was issued changing the requirements for reporting extraordinary and unusual items in the income statement. The update eliminates the concept of extraordinary items. The presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained and will be expanded to include items that are both unusual in nature and infrequently occurring. ASU No. 2015-01 is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The adoption of this newly issued guidance is not expected to have an impact to our consolidated financial statements. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810) ("ASU No. 2015-02"). ASU No. 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. This guidance must be applied using one of two retrospective application methods and will be effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company is currently evaluating the impact, if any, the adoption of this newly issued guidance will have on its consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-05, Intangibles-Goodwill - Internal Use Software (Subtopic 350-40) ("ASU No. 2015-05"). ASU No. 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license or should be accounted for as a service contract. The standard is effective for annual reporting periods, including interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted and an entity can elect to adopt the amendment either (1) prospectively to all arrangements entered into or materially modified after the effective date or (2) retrospectively. The adoption of this newly issued guidance is not expected to have a material impact to our consolidated financial statements. |
Other Current Assets
Other Current Assets | 9 Months Ended |
Sep. 30, 2015 | |
Assets, Current [Abstract] | |
Other Current Assets | Other Current Assets Other current assets consist of the following: September 30, 2015 December 31, 2014 (in thousands) Notes receivable, net of allowances (See Note 3) $ 2,481 $ 3,961 Prepaid expenses 15,219 12,280 Other current assets 1,315 956 Total $ 19,015 $ 17,197 |
Notes Receivable and Allowance
Notes Receivable and Allowance for Losses | 9 Months Ended |
Sep. 30, 2015 | |
Accounts and Notes Receivable, Net [Abstract] | |
Notes Receivable and Allowance for Losses | Notes Receivable and Allowance for Losses The Company segregates its notes receivable for the purposes of evaluating allowances for credit losses between two categories: Mezzanine and Other Notes Receivable and Forgivable Notes Receivable . The Company utilizes the level of security it has in the various notes receivable as its primary credit quality indicator (i.e. senior, subordinated or unsecured) when determining the appropriate allowances for uncollectible loans within these categories. The Company considers loans to be past due and in default when payments are not made when due. Although the Company considers loans to be in default if payments are not received on the due date, the Company does not suspend the accrual of interest until those payments are more than 30 days past due. The Company applies payments received for loans on non-accrual status first to interest and then principal. The Company does not resume interest accrual until all delinquent payments are received. For impaired loans, the Company recognizes interest income on a cash basis. The following table shows the composition of our notes receivable balances: September 30, 2015 December 31, 2014 (in thousands) (in thousands) Credit Quality Indicator Forgivable Mezzanine Total Forgivable Mezzanine Total Senior $ — $ 29,700 $ 29,700 $ — $ 10,152 $ 10,152 Subordinated — 6,215 6,215 — 3,863 3,863 Unsecured 43,435 3,695 47,130 32,379 3,995 36,374 Total notes receivable 43,435 39,610 83,045 32,379 18,010 50,389 Allowance for losses on non-impaired loans 4,571 1,451 6,022 3,661 1,540 5,201 Allowance for losses on receivables specifically evaluated for impairment — 786 786 — 786 786 Total loan reserves 4,571 2,237 6,808 3,661 2,326 5,987 Net carrying value $ 38,864 $ 37,373 $ 76,237 $ 28,718 $ 15,684 $ 44,402 Current portion, net $ 148 $ 2,333 $ 2,481 $ 124 $ 3,837 $ 3,961 Long-term portion, net 38,716 35,040 73,756 28,594 11,847 40,441 Total $ 38,864 $ 37,373 $ 76,237 $ 28,718 $ 15,684 $ 44,402 The Company classifies notes receivable due within one year as other current assets in the Company’s consolidated balance sheets. The following table summarizes the activity related to the Company’s Forgivable Notes Receivable and Mezzanine and Other Notes Receivable allowance for losses for the nine months ended September 30, 2015 : Forgivable Notes Receivable Mezzanine & Other Notes Receivable (in thousands) Beginning balance $ 3,661 $ 2,326 Provisions 1,471 — Recoveries (498 ) (89 ) Write-offs (511 ) — Other (1) 448 — Ending balance $ 4,571 $ 2,237 (1) Consists of default rate assumption changes Forgivable Notes Receivable As of September 30, 2015 and December 31, 2014 , the unamortized balance of the Company's forgivable notes receivable totaled $43.4 million and $32.4 million , respectively. The Company recorded an allowance for credit losses on these forgivable notes receivable of $4.6 million and $3.7 million at September 30, 2015 and December 31, 2014 , respectively. Amortization expense included in the accompanying consolidated statements of income related to the notes for the three months ended September 30, 2015 and 2014 was $2.1 million and $1.2 million , respectively. Amortization expense for the nine months ended September 30, 2015 and 2014 was $6.0 million and $3.6 million , respectively. Past due balances of forgivable notes receivable are as follows: 30-89 days Past Due > 90 days Past Due Total Past Due Current Total Notes Receivable (in thousands) As of September 30, 2015 Forgivable Notes $ — $ 1,191 $ 1,191 $ 42,244 $ 43,435 $ — $ 1,191 $ 1,191 $ 42,244 $ 43,435 As of December 31, 2014 Forgivable Notes $ — $ 1,227 $ 1,227 $ 31,152 $ 32,379 $ — $ 1,227 $ 1,227 $ 31,152 $ 32,379 Mezzanine and Other Notes Receivable The Company determined that approximately $0.8 million of its mezzanine and other notes receivable were impaired at both September 30, 2015 and December 31, 2014 , respectively. The Company recorded allowance for credit losses on these impaired loans at both September 30, 2015 and December 31, 2014 totaling $0.8 million . For the nine months ended September 30, 2015 and 2014 , the average mezzanine and other notes receivable on non-accrual status was approximately $0.8 million and $12.2 million , respectively. The Company recognized approximately $0 and $33 thousand of interest income on impaired loans during the three and nine months ended September 30, 2015 , respectively, on the cash basis. The Company recognized approximately $11 thousand and $87 thousand of interest income on impaired loans during the three and nine months ended September 30, 2014 . The Company provided loan reserves on non-impaired loans totaling $1.5 million at both September 30, 2015 and December 31, 2014 . Past due balances of mezzanine and other notes receivable by credit quality indicators are as follows: 30-89 days Past Due > 90 days Past Due Total Past Due Current Total Notes Receivable (in thousands) As of September 30, 2015 Senior $ — $ — $ — $ 29,700 $ 29,700 Subordinated — — — 6,215 6,215 Unsecured — 47 47 3,648 3,695 $ — $ 47 $ 47 $ 39,563 $ 39,610 As of December 31, 2014 Senior $ — $ — $ — $ 10,152 $ 10,152 Subordinated — — — 3,863 3,863 Unsecured — 47 47 3,948 3,995 $ — $ 47 $ 47 $ 17,963 $ 18,010 |
Marketing and Reservation Activ
Marketing and Reservation Activities | 9 Months Ended |
Sep. 30, 2015 | |
Advances, Marketing and Reservation Activities [Abstract] | |
Marketing and Reservation Activities | Marketing and Reservation Activities The Company’s franchise agreements require the payment of franchise fees, which include marketing and reservation system fees. The Company is obligated to use the marketing and reservation system revenues it collects from the current franchisees comprising its various hotel brands to provide marketing and reservation services appropriate to support the operation of the overall system. In discharging its obligation to provide sufficient and appropriate marketing and reservation services, the Company has the right to expend funds in an amount reasonably necessary to ensure the provision of such services, whether or not such amount is currently available to the Company for reimbursement. The franchise agreements provide the Company the right to advance monies to the franchise system when the needs of the system surpass the balances currently available. As a result, expenditures by the Company in support of marketing and reservation services in excess of available revenues are deferred and recorded as an asset in the Company’s financial statements. Conversely, cumulative marketing and reservation system revenues not expended in the current period are deferred and recorded as a liability in the financial statements and are carried over to the next fiscal year and expended in accordance with the franchise agreements or utilized to reimburse the Company for prior year advances. Under the terms of these agreements, the Company has the contractually enforceable right to assess and collect from its current franchisees, fees sufficient to pay for the marketing and reservation services the Company has procured for the benefit of the franchise system, including fees to reimburse the Company for past services rendered. The Company has the contractual authority to require that the franchisees in the system at any given point repay any deficits related to marketing and reservation activities. The Company’s current franchisees are contractually obligated to pay any assessment the Company imposes on its franchisees to obtain reimbursement of such deficit regardless of whether those constituents continue to generate gross room revenue and whether or not they joined the system following the deficit's occurrence. At September 30, 2015 and December 31, 2014 , cumulative marketing and reservation system fees billed exceeded expenses by $44.1 million and $44.3 million , respectively, with the excess reflected as an other long-term liability in the accompanying consolidated balance sheets. Depreciation and amortization expense attributable to marketing and reservation activities for the three and nine and months ended September 30, 2015 were $5.8 million and $17.0 million , respectively. Depreciation and amortization expense attributable to marketing and reservation activities for the three and nine months ended September 30, 2014 were $4.4 million and $12.4 million , respectively. Interest expense attributable to marketing and reservation activities for the three and nine months ended September 30, 2015 was $6 thousand and $22 thousand , respectively. Interest expense attributable to marketing and reservation activities for the three and nine months ended September 30, 2014 was $0.5 million and $1.5 million , respectively. |
Other Assets
Other Assets | 9 Months Ended |
Sep. 30, 2015 | |
Other Assets, Noncurrent [Abstract] | |
Other Assets | Other Assets Other assets consist of the following: September 30, 2015 December 31, 2014 (in thousands) Equity method investments $ 47,739 $ 50,605 Land 11,478 4,011 Other assets 4,793 3,452 Total $ 64,010 $ 58,068 Equity Method Investments - Variable Interest Entities Equity method investments include investments in joint ventures totaling $45.0 million and $47.1 million at September 30, 2015 and December 31, 2014 , respectively, that the Company determined to be variable interest entities ("VIEs"). These investments relate to the Company's program to offer equity support to qualified franchisees to develop and operate Cambria hotel & suites hotels in strategic markets. Based on an analysis of who has the power to direct the activities that most significantly impact these entities performance and who has an obligation to absorb losses of these entities or a right to receive benefits from these entities that could potentially be significant to the entity, the Company determined that it is not the primary beneficiary of any of its VIEs. The Company based its qualitative analysis on its review of the design of the entity, its organizational structure including decision-making ability and the relevant development, operating management and financial agreements. Although the Company is not the primary beneficiary of these VIEs, it does exercise significant influence through its equity ownership and as a result the Company's investment in these entities is accounted for under the equity method. For both the three and nine months ended September 30, 2015 , the Company recognized losses totaling $0.2 million and $2.0 million , respectively, from these investments. For the three and nine months ended September 30, 2014 , the Company recognized losses totaling $0.8 million and $0.9 million , respectively, from these investments.The Company's maximum exposure to losses related to its investments in VIEs is limited to its equity investments as well as certain guarantees described in Note 16 "Commitments and Contingencies" of these financial statements. |
Deferred Revenue
Deferred Revenue | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Revenue and Credits [Abstract] | |
Deferred Revenue | Deferred Revenue Deferred revenue consists of the following: September 30, December 31, (in thousands) Loyalty programs $ 59,270 $ 57,757 Initial, relicensing and franchise fees 5,937 6,439 Procurement service fees 2,446 1,936 Other 786 250 Total $ 68,439 $ 66,382 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consists of the following at: September 30, 2015 December 31, 2014 (in thousands) $400 million senior unsecured notes with an effective interest rate of 6.0% less deferred issuance costs of $5.5 million and $6.0 million at September 30, 2015 and December 31, 2014, respectively $ 394,450 $ 393,961 $250 million senior unsecured notes with an effective interest rate of 6.19% less discount and deferred issuance costs of $1.5 million and $1.7 million at September 30, 2015 and December 31, 2014, respectively 248,492 248,262 $350 million senior secured credit facility with an effective interest rate of 2.17%, less deferred issuance costs of $1.9 million at December 31, 2014 — 127,435 $450 million senior unsecured credit facility with an effective interest rate of 1.72%, less deferred issuance costs of $3.1 million at September 30, 2015 158,863 — Fixed rate collateralized mortgage plus a fair value adjustment of $1.0 million and $1.2 million at September 30, 2015 and December 31, 2014, respectively with an effective interest rate of 4.57% 10,200 10,667 Economic development loans with an effective interest rate of 3.0% at September 30, 2015 and December 31, 2014 3,712 3,536 Capital lease obligations due 2016 with an effective interest rate of 3.18% at September 30, 2015 and December 31, 2014 612 1,148 Other notes payable 1,235 69 Total debt $ 817,564 $ 785,078 Less current portion 1,706 12,349 Total long-term debt $ 815,858 $ 772,729 Senior Unsecured Notes Due 2022 On June 27, 2012 , the Company issued unsecured senior notes in the principal amount of $400 million (the "2012 Senior Notes") at par, bearing a coupon of 5.75% with an effective rate of 6.0% . The 2012 Senior Notes will mature on July 1, 2022 , with interest to be paid semi-annually on January 1 st and July 1 st . The Company used the net proceeds of this offering, after deducting underwriting discounts and commissions and other offering expenses, together borrowings under the Company's senior credit facility, to pay a special cash dividend in 2012 totaling approximately $600.7 million . The Company's 2012 Senior Notes are guaranteed jointly, severally, fully and unconditionally, subject to certain customary limitations by certain of the Company’s domestic subsidiaries. Senior Unsecured Notes Due 2020 On August 25, 2010 , the Company issued unsecured senior notes in the principal amount of $250 million (the "2010 Senior Notes") at a discount of $0.6 million , bearing a coupon of 5.70% with an effective rate of 6.19% . The 2010 Senior Notes will mature on August 28, 2020 , with interest to be paid semi-annually on February 28 th and August 28 th . The Company used the net proceeds from the offering, after deducting underwriting discounts and other offering expenses, to repay outstanding borrowings and for other general corporate purposes. The Company's 2010 Senior Notes are guaranteed jointly, severally, fully and unconditionally, subject to certain customary limitations by certain of the Company’s domestic subsidiaries. Revolving Credit Facilities On July 21, 2015 , the Company refinanced its existing $350 million senior secured credit facility, comprised of a $200 million revolving credit tranche and a $150 million term loan tranche by entering into a new senior unsecured revolving credit agreement (“Credit Agreement”), with Deutsche Bank AG New York Branch, as administrative agent. The Credit Agreement provides for a $450 million unsecured revolving credit facility (the “New Revolver”) with a final maturity date of July 21, 2020 , subject to optional one -year extensions that can be requested by the Company prior to each of the first, second and third anniversaries of the closing date of the New Revolver. The effectiveness of any such extensions is subject to the consent of the lenders under the Credit Agreement and certain customary conditions. Up to $35 million of borrowings under the New Revolver may be used for alternative currency loans and up to $15 million of borrowings under the New Revolver may be used for swing line loans. The New Revolver is unconditionally guaranteed, jointly and severally, by certain of the Company’s domestic subsidiaries, which are considered restricted subsidiaries under the Credit Agreement. The subsidiary guarantors currently include all subsidiaries that guarantee the obligations under the Company's Indenture governing the terms of its 5.75% senior notes due 2020 and its 5.70% senior notes due 2020. If the Company achieves and maintains an Investment Grade Rating, as defined in the Credit Agreement, then the subsidiary guarantees will at the election of the Company be released and the New Revolver will not be guaranteed. The Company may at any time prior to the final maturity date increase the amount of the New Revolver by up to an additional $150 million to the extent that any one or more lenders commit to being a lender for the additional amount and certain other customary conditions are met. The Company currently may elect to have borrowings under the New Revolver bear interest at a rate equal to (i) LIBOR plus a margin ranging from 135 to 175 basis points based on the Company’s total leverage ratio or (ii) a base rate plus a margin ranging from 35 to 75 basis points based on the Company’s total leverage ratio. If the Company achieves an Investment Grade Rating, then the Company may elect to use a different, ratings-based, pricing grid set forth in the Credit Agreement. The Credit Agreement requires the Company to pay a fee on the undrawn portion of the New Revolver, calculated on the basis of the average daily unused amount of the New Revolver multiplied by 0.20% per annum. If the Company achieves an Investment Grade Rating and it elects to use the ratings-based pricing grid set forth in the Credit Agreement, then the Company will be required to pay a fee on the total commitments under the New Revolver, calculated on the basis of the actual daily amount of the commitments under the New Revolver (regardless of usage) times a percentage per annum ranging from 0.10% to 0.25% (depending on the Company’s senior unsecured long-term debt rating). The Credit Agreement requires that the Company and its restricted subsidiaries comply with various covenants, including with respect to restrictions on liens, incurring indebtedness, making investments and effecting mergers and/or asset sales. With respect to dividends, the Company may not declare or make any payment if there is an existing event of default or if the payment would create an event of default. In addition, if the Company’s total leverage ratio exceeds 4.0 to 1.0, the Company is generally restricted from paying aggregate dividends in excess of $50 million in any calendar year. The Credit Agreement imposes financial maintenance covenants requiring the Company to maintain a total leverage ratio of not more than 4.5 to 1.0 and a consolidated fixed charge coverage ratio of at least 2.5 to 1.0. If the Company achieves and maintains an Investment Grade Rating, then the Company will not need to comply with the consolidated fixed charge coverage ratio covenant. The Credit Agreement includes customary events of default, the occurrence of which, following any applicable cure period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations of the Company under the Credit Agreement to be immediately due and payable. At September 30, 2015, the Company was in compliance with all financial covenants under the Credit Agreement. The proceeds of the New Revolver are expected to be used for general corporate purposes, including working capital, debt repayment, stock repurchases, dividends, investments and other permitted uses set forth in the Credit Agreement. Fixed Rate Collateralized Mortgage On December 30, 2014, a court awarded the Company title to an office building as settlement for a portion of an outstanding loan receivable for which the building was pledged as collateral. In conjunction with the court award, the Company also assumed the $9.5 million mortgage on the property with a fixed interest rate of 7.26% . The mortgage which is collateralized by the office building requires monthly payments of principal and interest and matures in December 2020 with a a balloon payment due of $6.9 million . At the time of acquisition, the Company determined that the fixed interest rate of 7.26% exceeded market interest rates and therefore the Company increased the carrying value of the debt by $1.2 million to record the debt at fair value. The fair value adjustment will be amortized over the remaining term of the mortgage utilizing the effective interest method. Economic Development Loans The Company entered into economic development agreements with various governmental entities in conjunction with the relocation of its corporate headquarters in April 2013. In accordance with these agreements, the governmental entities agreed to advance approximately $4.4 million to the Company to offset a portion of the corporate headquarters relocation and tenant improvement costs in consideration of the employment of permanent, full-time employees within the jurisdictions. At September 30, 2015 , the Company had been advanced approximately $3.7 million pursuant to these agreements and expects to receive the remaining $0.7 million over the next several years, subject to annual appropriations by the governmental entities. These advances bear interest at a rate of 3% per annum. Repayment of the advances is contingent upon the Company achieving certain performance conditions. Performance conditions are measured annually on December 31 st and primarily relate to maintaining certain levels of employment within the various jurisdictions. If the Company fails to meet an annual performance condition, the Company may be required to repay a portion or all of the advances including accrued interest by April 30 th following the measurement date. Any outstanding advances at the expiration of the Company's 10 year corporate headquarters lease in 2023 will be forgiven in full. The advances will be included in long-term debt in the Company's consolidated balance sheets until the Company determines that the future performance conditions will be met over the entire term of the agreement and the Company will not be required to repay the advances. The Company accrues interest on the portion of the advances that it expects to repay. The Company was in compliance with all current performance conditions as of September 30, 2015 . |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 30, 2015 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) The following represents the changes in accumulated other comprehensive loss, net of tax, by component for the nine months ended September 30, 2015 : Loss on Cash Flow Hedge Foreign Currency Items Total (in thousands) Beginning balance, December 31, 2014 $ (4,884 ) $ (2,087 ) $ (6,971 ) Other comprehensive income (loss) before reclassification — (2,223 ) (2,223 ) Amounts reclassified from accumulated other comprehensive income (loss) 646 — 646 Net current period other comprehensive income (loss) 646 (2,223 ) (1,577 ) Ending balance, September 30, 2015 $ (4,238 ) $ (4,310 ) $ (8,548 ) The amounts reclassified from accumulated other comprehensive income (loss) during the three and nine months ended September 30, 2015 were reclassified to the following line items in the Company's Consolidated Statements of Income. Component Amount Reclassified from Accumulated Other Comprehensive Income(Loss) Affected Line Item in the Consolidated Statement of Net Income Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 (in thousands) Loss on cash flow hedge Interest rate contract $ 215 $ 646 Interest expense — — Tax (expense) benefit $ 215 $ 646 Net of tax |
Non-Qualified Retirement, Savin
Non-Qualified Retirement, Savings and Investment Plans | 9 Months Ended |
Sep. 30, 2015 | |
Compensation Related Costs [Abstract] | |
Non-Qualified Retirement, Savings and Investment Plans | Non-Qualified Retirement, Savings and Investment Plans The Company sponsors two non-qualified retirement savings and investment plans for certain employees and senior executives. Employee and Company contributions are maintained in separate irrevocable trusts. Legally, the assets of the trusts remain those of the Company; however, access to the trusts' assets is severely restricted. The trusts cannot be revoked by the Company or an acquirer, but the assets are subject to the claims of the Company's general creditors. The participants do not have the right to assign or transfer contractual rights in the trusts. In 2002, the Company adopted the Choice Hotels International, Inc. Executive Deferred Compensation Plan ("EDCP") which became effective January 1, 2003. Under the EDCP, certain executive officers may defer a portion of their salary into an irrevocable trust. Prior to January 1, 2010, participants could elect an investment return of either the annual yield of the Moody's Average Corporate Bond Rate Yield Index plus 300 basis points, or a return based on a selection of available diversified investment options. Effective January 1, 2010, the Moody's Average Corporate Bond Rate Yield Index plus 300 basis points is no longer an investment option for salary deferrals made on compensation earned after December 31, 2009. The Company recorded current and long-term deferred compensation liabilities of $10.3 million and $10.2 million , as of September 30, 2015 and December 31, 2014 , respectively, related to these deferrals and credited investment returns. Compensation expense is recorded in SG&A expense on the Company's consolidated statements of income based on the change in the deferred compensation obligation related to earnings credited to participants as well as changes in the fair value of diversified investments. Compensation expense recorded in SG&A related to the EDCP for the three months ended September 30, 2015 and 2014 was $(0.2) million and $48 thousand , respectively. Compensation expense recorded in SG&A related to the EDCP for the nine months ended September 30, 2015 and 2014 was $0.1 million and $0.4 million , respectively. The Company has invested the employee salary deferrals in diversified long-term investments which are intended to provide investment returns that partially offset the earnings credited to the participants. The diversified investments held in the trusts totaled $5.3 million and $4.6 million as of September 30, 2015 and December 31, 2014 , respectively, and are recorded at their fair value, based on quoted market prices. At September 30, 2015 , the Company expects $0.2 million of the assets held in the trusts to be distributed to participants during the next twelve months. These investments are considered trading securities and therefore the changes in the fair value of the diversified assets is included in other gains and losses in the accompanying consolidated statements of income. The Company recorded investment losses related to the EDCP during the three months ended September 30, 2015 and 2014 of approximately $0.3 million and $0.1 million , respectively. The Company recorded investment gains and (losses) related to the EDCP during the nine months ended September 30, 2015 and 2014 of approximately $(0.3) million and $41 thousand , respectively. In the third quarter of 2015, all shares of the Company's common stock held in the EDCP Plan were sold and therefore, the EDCP Plan held no shares of the Company's common stock at September 30, 2015. At December 31, 2014 , the EDCP Plan held shares of the Company's common stock with a market value of $0.2 million , which were recorded as a component of shareholders' deficit. In 1997, the Company adopted the Choice Hotels International, Inc. Non-Qualified Retirement Savings and Investment Plan ("Non-Qualified Plan"). The Non-Qualified Plan allows certain employees who do not participate in the EDCP to defer a portion of their salary and invest these amounts in a selection of available diversified investment options. As of September 30, 2015 and December 31, 2014 , the Company had recorded a deferred compensation liability of $12.0 million and $14.4 million , respectively, related to these deferrals. Compensation expense is recorded in SG&A expense on the Company's consolidated statements of income based on the change in the deferred compensation obligation related to earnings credited to participants as well as changes in the fair value of diversified investments. The net increase (decrease) in compensation expense recorded in SG&A related to the Non-Qualified Plan for the three months ended September 30, 2015 and 2014 was $(0.8) million and $(0.1) million , respectively. The net increase (decrease) in compensation expense recorded in SG&A related to the Non-Qualified Plan for the nine months ended September 30, 2015 and 2014 was $(1.1) million and $0.1 million , respectively. The diversified investments held in the trusts were $12.0 million and $13.1 million at September 30, 2015 and December 31, 2014 , respectively, and are recorded at their fair value, based on quoted market prices. These investments are considered trading securities and therefore, the changes in the fair value of the diversified assets is included in other gains and losses in the accompanying consolidated statements of income. The Company recorded investment losses related to the Non-Qualified Plan during the three months ended September 30, 2015 and 2014 of approximately $0.8 million and $0.3 million , respectively. The Company recorded investment gains (losses) related to the Non-Qualified Plan during the nine months ended September 30, 2015 and 2014 of approximately $(0.8) million and $0.1 million , respectively. In the third quarter of 2015, all shares of the Company's common stock held in the Non-Qualified Plan were sold and therefore, the Non-Qualified Plan held no shares of the Company's common stock at September 30, 2015. At December 31, 2014 , the Non-Qualified Plan held shares of the Company's common stock with a market value of $1.3 million , which is recorded as a component of shareholders' deficit. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company estimates the fair value of its financial instruments utilizing a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The following summarizes the three levels of inputs, as well as the assets that the Company values using those levels of inputs. Level 1 : Quoted prices in active markets for identical assets and liabilities. The Company’s Level 1 assets consist of marketable securities (primarily mutual funds) held in the Company’s EDCP and Non-Qualified Plan deferred compensation plans. Level 2 : Observable inputs, other than quoted prices in active markets for identical assets and liabilities, such as quoted prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable. The Company’s Level 2 assets consist of money market funds held in the Company’s EDCP and Non-Qualified Plan deferred compensation plans and those recorded in cash and cash equivalents. Level 3 : Unobservable inputs, supported by little or no market data available, where the reporting entity is required to develop its own assumptions to determine the fair value of the instrument. The Company's policy is to recognize transfers in and transfers out of the three levels of the fair value hierarchy as of the end of each quarterly reporting period. There were no transfers between Level 1, 2 and 3 assets during the three and nine months ended September 30, 2015 . As of September 30, 2015 and December 31, 2014 , the Company had the following assets measured at fair value on a recurring basis: Fair Value Measurements at Reporting Date Using Total Level 1 Level 2 Level 3 Assets (in thousands) As of September 30, 2015 Money market funds, included in cash and cash equivalents $ 50,001 $ — $ 50,001 $ — Mutual funds (1) 16,006 16,006 — — Money market funds (1) 1,270 — 1,270 — $ 67,277 $ 16,006 $ 51,271 $ — As of December 31, 2014 Money market funds, included in cash and cash equivalents $ 50,001 $ — $ 50,001 $ — Mutual funds (1) 16,405 16,405 — — Money market funds (1) 1,348 — 1,348 — $ 67,754 $ 16,405 $ 51,349 $ — ________________________ (1) Included in Investments, employee benefit plans fair value on the consolidated balance sheets. Other Financial Instruments The Company believes that the fair value of its current assets and current liabilities approximate their reported carrying amounts due to the short-term nature of these items. In addition, the interest rates of the Company's Credit Facility adjust frequently based on current market rates; accordingly its carrying amount approximates fair value. The Company estimates the fair value of notes receivable which approximate their carrying value, utilizing an analysis of future cash flows and credit worthiness for similar types of arrangements. Based upon the availability of market data, the notes receivable have been classified as Level 3 inputs. The primary sensitivity in these calculations is based on the selection of appropriate interest and discount rates. For further information on the notes receivables, see Note 3. The fair value of the Company's $250 million and $400 million senior notes are classified as Level 2 as the significant inputs are observable in an active market. At September 30, 2015 and December 31, 2014 , the $250 million senior notes had an approximate fair value of $269.7 million and $268.9 million , respectively. At September 30, 2015 and December 31, 2014 , the $400 million senior notes had an approximate fair value of $426.9 million and $437.7 million , respectively. Fair values estimated are made at a specific point in time, are subjective in nature and involve uncertainties and matters of significant judgment. Settlement of such fair value amounts may not be possible and may not be a prudent management decision. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective income tax rates from continuing operations were 33.5% and 29.6% for the three months ended September 30, 2015 and 2014 , respectively. The effective income tax rates from continuing operations were 32.4% and 30.2% for the nine months ended September 30, 2015 and 2014 , respectively. The effective income tax rates from continuing operations for the three and nine months ended September 30, 2015 and 2014 were lower than the U.S. federal income tax rate of 35.0% due to the recurring impact of foreign operations, partially offset by state income taxes. The effective income tax rate for the nine months ended September 30, 2015 and 2014 were further reduced by the settlement of unrecognized tax positions. The effective income tax rate for the three months ended September 30, 2014 was also reduced by the settlement of unrecognized tax positions. |
Share-Based Compensation and Ca
Share-Based Compensation and Capital Stock | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation and Capital Stock | Share-Based Compensation and Capital Stock No stock options were granted during the three months ended September 30, 2015 and 2014 . The Company granted 0.5 million and 0.7 million options to certain employees of the Company at a fair value of $6.2 million and $5.7 million for the nine months ended September 30, 2015 and 2014 , respectively. The stock options granted by the Company had an exercise price equal to the market price of the Company's common stock on the date of grant. The fair value of the options granted was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions: 2015 Grants 2014 Grants Risk-free interest rate 1.45 % 1.56 % Expected volatility 23.94 % 25.01 % Expected life of stock option 4.6 years 4.5 years Dividend yield 1.23 % 1.62 % Requisite service period 4 years 4 years Contractual life 7 years 7 years Weighted average fair value of options granted (per option) $ 12.39 $ 8.82 The expected life of the options and volatility are based on historical data which is believed to be indicative of future exercise patterns or actual volatility. Historical volatility is calculated based on a period that corresponds to the expected term of the stock option. The dividend yield and the risk-free rate of return are calculated on the grant date based on the then current dividend rate and the risk-free rate of return for the period corresponding to the expected life of the stock option. Compensation expense related to the fair value of these awards is recognized straight-line over the requisite service period based on those awards that ultimately vest. The aggregate intrinsic value of the stock options outstanding and exercisable at September 30, 2015 was $21.6 million and $18.7 million , respectively. The total intrinsic value of options exercised during the three months ended September 30, 2015 and 2014 was approximately $0.9 million and $3.1 million , respectively. The total intrinsic value of options exercised during the nine months ended September 30, 2015 and 2014 was approximately $9.5 million and $4.4 million , respectively. The Company received approximately $6.4 million and $5.0 million in proceeds from the exercise of 263,600 and 190,557 employee stock options during the nine months ended September 30, 2015 and 2014 , respectively. The Company received approximately $0.7 million and $3.4 million in proceeds from the exercise of 30,808 and 131,808 employee stock options during the three months ended September 30, 2015 and 2014 , respectively. Restricted Stock The following table is a summary of activity related to restricted stock grants: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Restricted share grants 7,836 2,853 114,281 149,908 Weighted average grant date fair value per share $ 51.07 $ 52.59 $ 62.45 $ 46.58 Aggregate grant date fair value ($000) $ 400 $ 150 $ 7,137 $ 6,983 Restricted shares forfeited 9,522 13,922 17,964 18,218 Vesting service period of shares granted 24 - 48 months 36 months 12 - 48 months 12 - 48 months Fair value of shares vested ($000) $ 553 $ 2,076 $ 12,292 $ 10,280 Compensation expense related to the fair value of these awards is recognized straight-line over the requisite service period based on those restricted stock grants that ultimately vest. The fair value of grants is measured by the market price of the Company’s stock on the date of grant. Restricted stock awards generally vest ratably over the service period beginning with the first anniversary of the grant date. Awards granted to retirement eligible non-employee directors are recognized over the shorter of the requisite service period or the length of time until retirement since the terms of the grant provide that the awards will vest upon retirement. Performance Vested Restricted Stock Units The Company has granted performance vested restricted stock units ("PVRSU") to certain employees. The fair value is measured by the market price of the Company's common stock on the date of the grant. The vesting of these stock awards is contingent upon the Company achieving performance targets at the end of specified performance periods and the employees' continued employment. The performance conditions affect the number of shares that will ultimately vest. The range of possible stock-based award vesting is generally between 0% and 200% of the initial target. If minimum performance targets are not attained then no awards will vest under the terms of the various PVRSU agreements. Compensation expense related to these awards is recognized over the requisite service period based on the Company's estimate of the achievement of the various performance targets. The Company has currently estimated that between 0% and 180% of the various award targets will be achieved. Compensation expense is recognized ratably over the requisite service period only on those PVRSUs that ultimately vest. The following table is a summary of activity related to PVRSU grants: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Performance vested restricted stock units granted at target — — 51,309 24,678 Weighted average grant date fair value per share $ — $ — $ 60.94 $ 45.59 Aggregate grant date fair value ($000) $ — $ — $ 3,126 $ 1,125 Stock units forfeited 6,079 3,900 6,079 3,900 Requisite service period — — 36 - 43 months 36 months During the three months ended September 30, 2015 and 2014 , no PVRSU grants vested. During the nine months ended September 30, 2015 , a total of 42,326 PVRSU grants vested at a grant date fair value of $1.5 million . These PVRSU grants were initially granted at a target of 38,476 units. However, since the Company achieved 110% of the targeted performance conditions contained in the stock awards granted in prior periods, an additional 3,850 shares were earned and issued. During the nine months ended September 30, 2014 , a total of 28,886 PVRSU grants vested at a grant date fair value of $1.4 million . These PVRSU grants were initially granted at a target of 18,635 units. However, since the Company achieved 155% of the targeted performance conditions contained in the stock awards granted in prior periods, an additional 10,251 shares were earned and issued. A summary of stock-based award activity as of September 30, 2015 and changes during the nine months ended are presented below: Stock Options Restricted Stock Performance Vested Restricted Stock Units Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Outstanding at January 1, 2015 1,903,177 $ 33.03 479,556 $ 40.14 200,286 $ 38.28 Granted 498,911 $ 63.47 114,281 $ 62.45 51,309 $ 60.94 Performance based leveraging (1) — $ — — $ — 3,850 $ 35.60 Exercised/Vested (263,600 ) $ 24.21 (200,360 ) $ 38.93 (42,326 ) $ 35.60 Expired — $ — — $ — — $ — Forfeited (21,437 ) $ 54.91 (17,964 ) $ 45.99 (6,079 ) $ 32.90 Outstanding at September 30, 2015 2,117,051 $ 41.08 4.2 years 375,513 $ 47.30 207,040 $ 44.55 Options exercisable at September 30, 2015 1,022,639 $ 29.32 2.5 years _________________________________ (1) PVRSU units outstanding have been increased by 3,850 units due to the Company exceeding the targeted performance conditions contained in PVRSUs granted in prior periods during the nine months ended September 30, 2015 . The components of the Company’s pretax share-based compensation expense and associated income tax benefits are as follows for the three and nine months ended September 30, 2015 and 2014 : Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2015 2014 2015 2014 Stock options $ 0.8 $ 0.6 $ 2.4 $ 1.7 Restricted stock 1.6 1.7 5.1 5.5 Performance vested restricted stock units 1.0 0.8 1.6 0.7 Total $ 3.4 $ 3.1 $ 9.1 $ 7.9 Income tax benefits $ 1.3 $ 1.1 $ 3.4 $ 2.9 During the three and nine months ended September 30, 2015 , the Company revised its estimate of the projected achievement of various performance conditions that affect the number of PVRSUs that will ultimately vest. As a result, previously recognized share-based compensation costs related to these PVRSUs has been increased by $0.4 million and $0.2 million for the three and nine months ended September 30, 2015 . During the nine months ended September 30, 2014 , the Company revised its estimate of the projected achievement of various performance conditions that affect the number of PVRSUs that will ultimately vest. As a result, previously recognized share-based compensation costs related to these PVRSUs was decreased by $0.9 million for the nine months ended September 30, 2014 . Dividends The Company currently pays a quarterly dividend on its common stock of $0.195 per share, however the declaration of future dividends is subject to the discretion of the board of directors. During the three and nine months ended September 30, 2015 , the Company's board of directors declared dividends totaling $0.195 and $0.585 per share or approximately $11.0 million and $33.5 million , respectively, in the aggregate. During the three and nine months ended September 30, 2014 , the Company's board of directors declared dividends totaling $0.185 and $0.555 per share or approximately $10.8 million and $32.4 million , respectively, in the aggregate. In addition, during the nine months ended September 30, 2015 and 2014 , the Company recorded dividends totaling $0.5 million and $0.4 million , respectively, related to previously declared dividends that were contingent upon the vesting of performance vested restricted stock units. No dividends on performance vested restricted stock units were paid during the three months ended September 30, 2015 and 2014 . Share Repurchases and Redemptions The Company purchased 1.0 million shares of common stock under the share repurchase program at a total cost of $50.0 million during the three and nine months ended September 30, 2015 . The Company purchased 0.4 million shares of common stock under the share repurchase program at a total cost of $18.4 million during the three and nine months ended September 30, 2014 . These shares were repurchased from certain family members of the Company's largest shareholder at their fair market value. During the three and nine months ended September 30, 2015 , the Company redeemed 3,512 and 106,265 shares of common stock at a total cost of approximately $0.2 million and $6.4 million , respectively, from employees to satisfy the option exercise price and statutory minimum tax-withholding requirements related to the exercising of stock options and vesting of performance vested restricted stock units and restricted stock grants. During the three and nine ended September 30, 2014 , the Company redeemed 15,834 and 110,579 shares of common stock at a total cost of approximately $0.8 million and $5.3 million , respectively, from employees to satisfy the option exercise price and statutory minimum tax-withholding requirements related to the exercising of stock options and vesting of performance vested restricted stock units and restricted stock grants. These redemptions were outside the share repurchase program. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The computation of basic and diluted earnings per common share is as follows: Three Months Ended Nine Months Ended September 30, September 30, (In thousands, except per share amounts) 2015 2014 2015 2014 Computation of Basic Earnings Per Share: Numerator: Net income from continuing operations $ 41,419 $ 39,416 $ 98,826 $ 96,164 Net income from discontinued operations — (51 ) — 1,711 Net income 41,419 39,365 98,826 97,875 Income allocated to participating securities (278 ) (343 ) (695 ) (867 ) Net income available to common shareholders $ 41,141 $ 39,022 $ 98,131 $ 97,008 Denominator: Weighted average common shares outstanding – basic 56,843 57,932 57,019 57,878 Basic earnings per share - Continuing operations $ 0.72 $ 0.67 $ 1.72 $ 1.65 Basic earnings per share - Discontinued operations — — — 0.03 $ 0.72 $ 0.67 $ 1.72 $ 1.68 Computation of Diluted Earnings Per Share: Numerator: Net income from continuing operations $ 41,419 $ 39,416 $ 98,826 $ 96,164 Net income from discontinued operations — (51 ) — 1,711 Net income 41,419 39,365 98,826 97,875 Income allocated to participating securities (277 ) (340 ) (691 ) (862 ) Net income available to common shareholders $ 41,142 $ 39,025 $ 98,135 $ 97,013 Denominator: Weighted average common shares outstanding – basic 56,843 57,932 57,019 57,878 Diluted effect of stock options and PVRSUs 378 524 479 503 Weighted average common shares outstanding – diluted 57,221 58,456 57,498 58,381 Diluted earnings per share - Continuing operations $ 0.72 $ 0.67 $ 1.71 $ 1.63 Diluted earnings per share - Discontinued operations — — — 0.03 $ 0.72 $ 0.67 $ 1.71 $ 1.66 The Company's unvested restricted shares contain rights to receive non-forfeitable dividends, and thus are participating securities requiring the two-class method of computing earnings per share ("EPS"). The calculation of EPS for common stock shown above excludes the income attributable to the unvested restricted share awards from the numerator and excludes the dilutive impact of those awards from the denominator. At September 30, 2015 and 2014 , the Company had 2.1 million and 2.1 million outstanding stock options, respectively. Stock options are included in the diluted earnings per share calculation using the treasury stock method and average market prices during the period, unless the stock options would be anti-dilutive. For the three and nine months ended September 30, 2015 , the Company excluded 0.5 million of anti-dilutive stock options from the diluted earnings per share calculation. For the three and nine months ended September 30, 2014 , the Company did not exclude any anti-dilutive stock options from the diluted EPS calculation. PVRSUs are also included in the diluted earnings per share calculation when the performance conditions have been met at the reporting date. However, at September 30, 2015 and 2014 , PVRSUs totaling 207,040 and 218,485 , respectively, were excluded from the computation since the performance conditions had not been met. |
Condensed Consolidating Financi
Condensed Consolidating Financial Statements | 9 Months Ended |
Sep. 30, 2015 | |
Condensed Consolidating Financial Statements [Abstract] | |
Condensed Consolidating Financial Statements | Condensed Consolidating Financial Statements The Company’s 2010 and 2012 Senior Notes are guaranteed jointly, severally, fully and unconditionally, subject to certain customary limitations, by certain of the Company’s domestic subsidiaries. There are no legal or regulatory restrictions on the payment of dividends to Choice Hotels International, Inc. from subsidiaries that do not guarantee the Senior Notes. As a result of the guarantee arrangements, the following condensed consolidating financial statements are presented. (1) Investments in subsidiaries are accounted for under the equity method of accounting. Choice Hotels International, Inc. Condensed Consolidating Statement of Income For the Three Months Ended September 30, 2015 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated REVENUES: Royalty fees $ 84,572 $ 28,786 $ 8,660 $ (32,089 ) $ 89,929 Initial franchise and relicensing fees 6,040 — 130 — 6,170 Procurement services 6,012 — 259 — 6,271 Marketing and reservation 123,775 126,547 4,142 (120,001 ) 134,463 Other 3,377 3 1,313 — 4,693 Total revenues 223,776 155,336 14,504 (152,090 ) 241,526 OPERATING EXPENSES: Selling, general and administrative 32,846 25,603 3,792 (32,089 ) 30,152 Marketing and reservation 129,268 121,690 3,506 (120,001 ) 134,463 Depreciation and amortization 602 2,044 462 — 3,108 Total operating expenses 162,716 149,337 7,760 (152,090 ) 167,723 Operating income 61,060 5,999 6,744 — 73,803 OTHER INCOME AND EXPENSES, NET: Interest expense 10,682 1 138 — 10,821 Equity in earnings of consolidated subsidiaries (9,350 ) 84 — 9,266 — Other items, net (76 ) 1,260 (470 ) — 714 Total other income and expenses, net 1,256 1,345 (332 ) 9,266 11,535 Income from continuing operations before income taxes 59,804 4,654 7,076 (9,266 ) 62,268 Income taxes 18,385 1,853 611 — 20,849 Income from continuing operations, net of income taxes 41,419 2,801 6,465 (9,266 ) 41,419 Income from discontinued operations, net of income taxes — — — — — Net income $ 41,419 $ 2,801 $ 6,465 $ (9,266 ) $ 41,419 (1) On July 21, 2015, the Company refinanced its existing $350 million senior secured credit facility ("Old Credit Facility") by entering into a new senior unsecured revolving credit agreement ("New Credit Facility"). As a result of this refinancing, certain guarantor subsidiaries under the Old Credit Facility have been released as a guarantor under the New Credit Facility. As a result, the following condensed consolidating financial statements for the prior year periods have been reclassified to reflect the current guarantors under the New Credit Facility. Choice Hotels International, Inc. Condensed Consolidating Statement of Income For the Three Months Ended September 30, 2014 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated REVENUES: Royalty fees $ 79,326 $ 28,799 $ 10,829 $ (32,863 ) $ 86,091 Initial franchise and relicensing fees 4,125 — 174 — 4,299 Procurement services 5,215 — 280 — 5,495 Marketing and reservation 104,093 106,438 4,981 (99,859 ) 115,653 Other 3,500 2 128 — 3,630 Total revenues 196,259 135,239 16,392 (132,722 ) 215,168 OPERATING EXPENSES: Selling, general and administrative 33,301 26,249 3,549 (32,863 ) 30,236 Marketing and reservation 109,086 102,108 4,318 (99,859 ) 115,653 Depreciation and amortization 765 1,383 145 — 2,293 Total operating expenses 143,152 129,740 8,012 (132,722 ) 148,182 Operating income 53,107 5,499 8,380 — 66,986 OTHER INCOME AND EXPENSES, NET: Interest expense 10,485 1 9 — 10,495 Equity in earnings of consolidated subsidiaries (10,760 ) 607 — 10,153 — Other items, net (263 ) 410 386 — 533 Total other income and expenses, net (538 ) 1,018 395 10,153 11,028 Income from continuing operations before income taxes 53,645 4,481 7,985 (10,153 ) 55,958 Income taxes 14,280 2,562 (300 ) — 16,542 Income from continuing operations, net of income taxes 39,365 1,919 8,285 (10,153 ) 39,416 Income from discontinued operations, net of income taxes — — (51 ) — (51 ) Net income $ 39,365 $ 1,919 $ 8,234 $ (10,153 ) $ 39,365 Choice Hotels International, Inc. Condensed Consolidating Statement of Income For the Nine Months Ended September 30, 2015 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated REVENUES: Royalty fees $ 217,723 $ 99,306 $ 30,364 $ (113,850 ) $ 233,543 Initial franchise and relicensing fees 17,160 — 543 — 17,703 Procurement services 19,118 — 549 — 19,667 Marketing and reservation 334,638 341,274 11,714 (321,328 ) 366,298 Other 9,452 3 2,261 — 11,716 Total revenues 598,091 440,583 45,431 (435,178 ) 648,927 OPERATING EXPENSES: Selling, general and administrative 108,250 88,962 12,350 (113,850 ) 95,712 Marketing and reservation 349,040 328,118 10,468 (321,328 ) 366,298 Depreciation and amortization 2,170 5,701 922 — 8,793 Total operating expenses 459,460 422,781 23,740 (435,178 ) 470,803 Operating income 138,631 17,802 21,691 — 178,124 OTHER INCOME AND EXPENSES, NET: Interest expense 31,661 2 394 — 32,057 Equity in earnings of consolidated subsidiaries (31,215 ) 462 — 30,753 — Other items, net (622 ) 732 (224 ) — (114 ) Total other income and expenses, net (176 ) 1,196 170 30,753 31,943 Income from continuing operations before income taxes 138,807 16,606 21,521 (30,753 ) 146,181 Income taxes 39,981 7,343 31 — 47,355 Income from continuing operations, net of income taxes 98,826 9,263 21,490 (30,753 ) 98,826 Income from discontinued operations, net of income taxes — — — — — Net income $ 98,826 $ 9,263 $ 21,490 $ (30,753 ) $ 98,826 Choice Hotels International, Inc. Condensed Consolidating Statement of Income For the Nine Months Ended September 30, 2014 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated REVENUES: Royalty fees $ 203,411 $ 89,773 $ 33,711 $ (104,594 ) $ 222,301 Initial franchise and relicensing fees 12,144 — 617 — 12,761 Procurement services 17,688 — 605 — 18,293 Marketing and reservation 275,203 274,638 14,150 (254,966 ) 309,025 Other 9,798 3 387 — 10,188 Total revenues 518,244 364,414 49,470 (359,560 ) 572,568 OPERATING EXPENSES: Selling, general and administrative 101,012 81,806 10,105 (104,594 ) 88,329 Marketing and reservation 286,903 263,710 13,378 (254,966 ) 309,025 Depreciation and amortization 2,272 4,117 514 — 6,903 Total operating expenses 390,187 349,633 23,997 (359,560 ) 404,257 Operating income 128,057 14,781 25,473 — 168,311 OTHER INCOME AND EXPENSES, NET: Interest expense 31,356 3 17 — 31,376 Equity in earnings of consolidated subsidiaries (34,874 ) (1,068 ) — 35,942 — Other items, net (988 ) (107 ) 310 — (785 ) Total other income and expenses, net (4,506 ) (1,172 ) 327 35,942 30,591 Income from continuing operations before income taxes 132,563 15,953 25,146 (35,942 ) 137,720 Income taxes 34,688 6,746 122 — 41,556 Income from continuing operations, net of income taxes 97,875 9,207 25,024 (35,942 ) 96,164 Income from discontinued operations, net of income taxes — — 1,711 — 1,711 Net income $ 97,875 $ 9,207 $ 26,735 $ (35,942 ) $ 97,875 Choice Hotels International, Inc. Condensed Consolidating Statement of Comprehensive Income For the Three Months Ended September 30, 2015 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net income $ 41,419 $ 2,801 $ 6,465 $ (9,266 ) $ 41,419 Other comprehensive income (loss), net of tax: Amortization of loss on cash flow hedge 215 — — — 215 Foreign currency translation adjustment (951 ) — (951 ) 951 (951 ) Other comprehensive income (loss), net of tax (736 ) — (951 ) 951 (736 ) Comprehensive income $ 40,683 $ 2,801 $ 5,514 $ (8,315 ) $ 40,683 Choice Hotels International, Inc. Condensed Consolidating Statement of Comprehensive Income For the Three Months Ended September 30, 2014 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net income $ 39,365 $ 1,919 $ 8,234 $ (10,153 ) $ 39,365 Other comprehensive income (loss), net of tax: Amortization of loss on cash flow hedge 215 — — — 215 Foreign currency translation adjustment (1,387 ) — (1,387 ) 1,387 (1,387 ) Other comprehensive income (loss), net of tax (1,172 ) — (1,387 ) 1,387 (1,172 ) Comprehensive income $ 38,193 $ 1,919 $ 6,847 $ (8,766 ) $ 38,193 Choice Hotels International, Inc. Condensed Consolidating Statement of Comprehensive Income For the Nine Months Ended September 30, 2015 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net income $ 98,826 $ 9,263 $ 21,490 $ (30,753 ) $ 98,826 Other comprehensive income (loss), net of tax: Amortization of loss on cash flow hedge 646 — — — 646 Foreign currency translation adjustment (2,223 ) — (2,223 ) 2,223 (2,223 ) Other comprehensive income (loss), net of tax (1,577 ) — (2,223 ) 2,223 (1,577 ) Comprehensive income $ 97,249 $ 9,263 $ 19,267 $ (28,530 ) $ 97,249 Choice Hotels International, Inc. Condensed Consolidating Statement of Comprehensive Income For the Nine Months Ended September 30, 2014 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net income $ 97,875 $ 9,207 $ 26,735 $ (35,942 ) $ 97,875 Other comprehensive income (loss), net of tax: Amortization of loss on cash flow hedge 646 — — — 646 Foreign currency translation adjustment (357 ) — (357 ) 357 (357 ) Other comprehensive income (loss), net of tax 289 — (357 ) 357 289 Comprehensive income $ 98,164 $ 9,207 $ 26,378 $ (35,585 ) $ 98,164 Choice Hotels International, Inc. Condensed Consolidating Balance Sheet As of September 30, 2015 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated ASSETS Cash and cash equivalents $ 19,177 $ 27 $ 180,057 $ — $ 199,261 Receivables, net 104,091 1,880 8,652 — 114,623 Other current assets 8,625 37,707 3,517 (4,200 ) 45,649 Total current assets 131,893 39,614 192,226 (4,200 ) 359,533 Property and equipment, at cost, net 34,886 34,550 17,350 — 86,786 Goodwill 60,620 5,193 13,682 — 79,495 Franchise rights and other identifiable intangibles, net 2,932 1,014 8,235 — 12,181 Notes receivable, net of allowances 17,040 38,078 18,638 — 73,756 Investments, employee benefit plans, at fair value — 17,102 — — 17,102 Investment in affiliates 458,664 45,605 — (504,269 ) — Advances to affiliates 27,870 219,053 11,738 (258,661 ) — Deferred income taxes 13,279 7,731 — (1,111 ) 19,899 Other assets — 23,969 40,041 — 64,010 Total assets $ 747,184 $ 431,909 $ 301,910 $ (768,241 ) $ 712,762 LIABILITIES AND SHAREHOLDERS’ DEFICIT Accounts payable $ 13,611 $ 42,987 $ 3,324 $ — $ 59,922 Accrued expenses 19,367 27,177 4,139 — 50,683 Deferred revenue 8,742 58,868 829 — 68,439 Current portion of long-term debt — 611 1,095 — 1,706 Deferred compensation and retirement plan obligations — 174 — — 174 Other current liabilities — 14,394 — (4,200 ) 10,194 Total current liabilities 41,720 144,211 9,387 (4,200 ) 191,118 Long-term debt 801,804 3,712 10,342 — 815,858 Deferred compensation and retirement plan obligations — 22,134 11 — 22,145 Advances from affiliates 247,162 6,783 4,716 (258,661 ) — Deferred income taxes — — 2,905 (1,111 ) 1,794 Other liabilities 57,141 17,139 8,210 — 82,490 Total liabilities 1,147,827 193,979 35,571 (263,972 ) 1,113,405 Total shareholders’ (deficit) equity (400,643 ) 237,930 266,339 (504,269 ) (400,643 ) Total liabilities and shareholders’ deficit $ 747,184 $ 431,909 $ 301,910 $ (768,241 ) $ 712,762 Choice Hotels International, Inc. Condensed Consolidating Balance Sheet As of December 31, 2014 (in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated ASSETS Cash and cash equivalents $ 25,290 $ 25 $ 189,564 $ — $ 214,879 Receivables, net 82,195 1,194 8,292 — 91,681 Other current assets 23,027 33,585 1,373 (15,256 ) 42,729 Total current assets 130,512 34,804 199,229 (15,256 ) 349,289 Property and equipment, at cost, net 25,300 37,675 14,334 — 77,309 Goodwill 60,620 5,193 — — 65,813 Franchise rights and other identifiable intangibles, net 4,380 1,479 3,053 — 8,912 Notes receivable, net of allowances 11,847 27,895 699 — 40,441 Investments, employee benefit plans, at fair value — 17,539 — — 17,539 Investment in affiliates 424,600 39,231 — (463,831 ) — Advances to affiliates 15,670 213,303 20,341 (249,314 ) — Deferred income taxes 9,418 10,429 699 — 20,546 Other assets — 23,891 34,177 — 58,068 Total assets $ 682,347 $ 411,439 $ 272,532 $ (728,401 ) $ 637,917 LIABILITIES AND SHAREHOLDERS’ DEFICIT Accounts payable $ 15,588 $ 37,924 $ 3,612 $ — $ 57,124 Accrued expenses 28,719 32,649 2,162 — 63,530 Deferred revenue 8,467 57,339 576 — 66,382 Current portion of long-term debt 11,250 718 381 — 12,349 Deferred compensation and retirement plan obligations — 628 — — 628 Other current liabilities — 14,850 491 (15,256 ) 85 Total current liabilities 64,024 144,108 7,222 (15,256 ) 200,098 Long-term debt 758,407 3,966 10,356 — 772,729 Deferred compensation and retirement plan obligations — 23,978 9 — 23,987 Advances from affiliates 237,973 344 10,997 (249,314 ) — Other liabilities 50,744 16,116 3,044 — 69,904 Total liabilities 1,111,148 188,512 31,628 (264,570 ) 1,066,718 Total shareholders’ (deficit) equity (428,801 ) 222,927 240,904 (463,831 ) (428,801 ) Total liabilities and shareholders' deficit $ 682,347 $ 411,439 $ 272,532 $ (728,401 ) $ 637,917 Choice Hotels International, Inc. Condensed Consolidating Statement of Cash Flows For the Nine Months Ended September 30, 2015 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net cash provided by operating activities $ 67,585 $ 5,935 $ 25,910 $ (657 ) $ 98,773 CASH FLOWS FROM INVESTING ACTIVITIES: Investment in property and equipment (16,114 ) (5,342 ) (354 ) — (21,810 ) Proceeds from sales of assets 93 4,661 1,593 — 6,347 Acquisition, net of cash acquired — — (13,269 ) — (13,269 ) Contributions to equity method investments — (2,771 ) (1,040 ) — (3,811 ) Distributions from equity method investments — — 270 — 270 Purchases of investments, employee benefit plans — (2,977 ) — — (2,977 ) Proceeds from sales of investments, employee benefit plans — 2,920 — — 2,920 Issuance of mezzanine and other notes receivable (7,253 ) — (18,000 ) — (25,253 ) Collections of mezzanine and other notes receivable 3,697 — — — 3,697 Advances to and investment in affiliates (8,960 ) — 8,960 — Divestment in affiliates 2,122 — (2,122 ) — Other items, net (445 ) — (8,767 ) — (9,212 ) Net cash used by investing activities (20,022 ) (10,347 ) (39,567 ) 6,838 (63,098 ) CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings pursuant to revolving credit facilities 162,000 — 32 — 162,032 Proceeds from the issuance of long-term debt — 176 — — 176 Debt issuance costs (2,169 ) — — — (2,169 ) Principal payments on long-term debt (129,375 ) (537 ) (282 ) — (130,194 ) Purchases of treasury stock (56,450 ) — — — (56,450 ) Dividends paid (34,173 ) — (657 ) 657 (34,173 ) Excess tax benefits from stock-based compensation 110 4,775 — — 4,885 Proceeds from contributions from affiliates — — 8,960 (8,960 ) — Distributions to affiliates — — (2,122 ) 2,122 — Proceeds from exercise of stock options 6,381 — — — 6,381 Net cash provided (used) by financing activities (53,676 ) 4,414 5,931 (6,181 ) (49,512 ) Net change in cash and cash equivalents (6,113 ) 2 (7,726 ) — (13,837 ) Effect of foreign exchange rate changes on cash and cash equivalents — — (1,781 ) — (1,781 ) Cash and cash equivalents at beginning of period 25,290 25 189,564 — 214,879 Cash and cash equivalents at end of period $ 19,177 $ 27 $ 180,057 $ — $ 199,261 Choice Hotels International, Inc. Condensed Consolidating Statement of Cash Flows For the Nine Months Ended September 30, 2014 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net cash provided by operating activities $ 111,851 $ 14,815 $ 12,369 $ (657 ) $ 138,378 CASH FLOWS FROM INVESTING ACTIVITIES: Investment in property and equipment (5,138 ) (6,324 ) (424 ) — (11,886 ) Proceeds from sales of assets 27 516 15,069 — 15,612 Contributions to equity method investments — (8,800 ) (5,562 ) — (14,362 ) Purchases of investments, employee benefit plans — (1,520 ) — — (1,520 ) Proceeds from sales of investments, employee benefit plans — 966 — — 966 Issuance of mezzanine and other notes receivable (3,340 ) — — — (3,340 ) Collections of mezzanine and other notes receivable 9,832 — — — 9,832 Advances to and investments in affiliates (1,000 ) (4,740 ) — 5,740 — Divestment in affiliates — 3,426 — (3,426 ) — Other items, net (446 ) — (146 ) — (592 ) Net cash provided (used) in investing activities (65 ) (16,476 ) 8,937 2,314 (5,290 ) CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments on long-term debt (6,563 ) (523 ) (24 ) — (7,110 ) Proceeds from the issuance of long-term debt — 176 50 — 226 Proceeds from contributions from affiliates — — 5,740 (5,740 ) — Purchases of treasury stock (23,757 ) — — — (23,757 ) Dividends paid (32,767 ) — (657 ) 657 (32,767 ) Excess tax benefits from stock-based compensation 289 2,008 — — 2,297 Distributions to affiliates — — (3,426 ) 3,426 — Proceeds from exercise of stock options 4,984 — — — 4,984 Net cash provided (used) by financing activities (57,814 ) 1,661 1,683 (1,657 ) (56,127 ) Net change in cash and cash equivalents 53,972 — 22,989 — 76,961 Effect of foreign exchange rate changes on cash and cash equivalents — — (364 ) — (364 ) Cash and cash equivalents at beginning of period 9,785 19 157,991 — 167,795 Cash and cash equivalents at end of period $ 63,757 $ 19 $ 180,616 $ — $ 244,392 |
Reportable Segment Information
Reportable Segment Information | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Reportable Segment Information | Reportable Segment Information Franchising: Franchising includes the Company's hotel franchising operations consisting of its eleven brands. The eleven brands are aggregated within this segment considering their similar economic characteristics, types of customers, distribution channels and regulatory business environments. Revenues from the franchising business include royalty fees, initial franchise and relicensing fees, marketing and reservation system fees, procurement services revenue and other franchising related revenue. The Company is obligated under its franchise agreements to provide marketing and reservation services appropriate for the operation of its systems. These services do not represent separate reportable segments as their operations are directly related to the Company's franchising business. The revenues received from franchisees that are used to pay for part of the Company's ongoing operations are included in franchising revenues and are offset by the related expenses paid for marketing and reservation activities to calculate franchising operating income. SkyTouch Technology: SkyTouch Technology ("SkyTouch") is a division of the Company that develops and markets cloud-based technology products to hoteliers not under franchise agreements with the Company. The Company evaluates its segments based primarily on the results of the segment without allocating corporate expenses, income taxes or indirect general and administrative expenses which are included in the Corporate and Other column. Equity in earnings or losses from franchising related joint ventures is allocated to the Company's franchising segment. As described in Note 4, certain interest expenses related to the Company's marketing and reservation activities are allocated to the franchising segment. The Company does not allocate the remaining interest expense, interest income, other gains and losses or income taxes to its segments. The following table presents the financial information for the Company's segments: Three Months Ended September 30, 2015 Three Months Ended September 30, 2014 (In thousands) Franchising SkyTouch Technology Corporate & Consolidated Franchising SkyTouch Technology Corporate & Consolidated Revenues $ 240,067 $ 313 $ 1,146 $ 241,526 $ 215,076 $ 92 $ — $ 215,168 Operating income (loss) $ 87,011 $ (4,339 ) $ (8,869 ) $ 73,803 $ 82,525 $ (4,928 ) $ (10,611 ) $ 66,986 Income (loss) from continuing operations before income taxes $ 87,340 $ (4,339 ) $ (20,733 ) $ 62,268 $ 81,946 $ (4,928 ) $ (21,060 ) $ 55,958 Nine Months Ended September 30, 2015 Nine Months Ended September 30, 2014 (In thousands) Franchising SkyTouch Technology Corporate & Consolidated Franchising SkyTouch Technology Corporate & Consolidated Revenues $ 646,454 $ 806 $ 1,667 $ 648,927 $ 572,355 $ 213 $ — $ 572,568 Operating income (loss) $ 221,041 $ (14,228 ) $ (28,689 ) $ 178,124 $ 211,946 $ (12,794 ) $ (30,841 ) $ 168,311 Income (loss) from continuing operations before income taxes $ 219,934 $ (14,228 ) $ (59,525 ) $ 146,181 $ 211,368 $ (12,794 ) $ (60,854 ) $ 137,720 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company is not a party to any litigation other than litigation in the ordinary course of business. The Company's management and legal counsel do not expect that the ultimate outcome of any of its currently ongoing legal proceedings, individually or collectively, will have a material adverse effect on the Company's financial position, results of operations or cash flows. Contingencies On October 9, 2012, the Company entered into a limited payment guaranty with regards to a VIE's $18.0 million bank loan for the construction of a hotel franchised under one of the Company's brands in the United States. Under the terms of the limited guaranty, the Company has agreed to guarantee 25% of the outstanding principal balance for a maximum exposure of $4.5 million and accrued and unpaid interest, as well as any unpaid expenses incurred by the lender. The limited guaranty shall remain in effect until the maximum amount guaranteed by the Company is paid in full. In addition to the limited guaranty, the Company entered into an agreement in which the Company guarantees the completion of the construction of the hotel and an environmental indemnity agreement which indemnifies the lending institution from and against any damages relating to or arising out of possible environmental contamination issues with regards to the property. On June 30, 2015, the VIE refinanced the construction loan into a mini-permanent loan with the same lender. In connection with the refinancing, the Company entered into a limited payment guaranty on substantially the same terms as the original limited payment guaranty and reaffirmed its obligations under the environmental indemnity agreement. In addition, the completion guaranty was terminated. On November 15, 2013, the Company entered into a limited payment guaranty with regards to a VIE's $46.2 million bank loan for the construction of a hotel franchised under one of the Company's brands in the United States. Under the terms of the limited guaranty, the Company has agreed to unconditionally guarantee and become surety for the full and timely payment of the guaranteed outstanding principal balance, as well as any unpaid expenses incurred by the lender. The guarantee is limited to 25% of the outstanding principal balance of the $46.2 million loan due at any time for a maximum exposure of $11.6 million . The limited guaranty shall remain in effect until the maximum amount guaranteed by the Company is repaid in full. The maturity date of the VIE's loan is May 2017. In conjunction with this guaranty, the Company has entered into a reimbursement and guaranty agreement with certain individuals that requires them to reimburse the Company in an amount equal to 75% of any payments made by the Company under this limited payment guaranty. On September 4, 2015, the Company entered into a limited payment guaranty with regards to a VIE's $13.3 million bank loan for the design, development, and construction of a new hotel franchised under one of the Company's brands in the United States. Under the terms of the limited guaranty, the Company has agreed to guarantee a maximum of $1.8 million of the VIE’s obligations under the loan. The limited guaranty shall remain in effect until (i) the VIE’s bank loan is paid in full to the lender; (ii) the maximum amount guaranteed by the Company is paid in full; or (iii) the Company, through its affiliate, ceases to be a member of the VIE. The Company believes the likelihood of having to perform under the aforementioned limited payment guarantees was remote at September 30, 2015 and December 31, 2014 . Commitments The Company has the following commitments outstanding at September 30, 2015 : • The Company provides financing in the form of forgivable promissory notes or cash incentives to franchisees for property improvements, hotel development efforts and other purposes. At September 30, 2015 , the Company had commitments to extend an additional $76.1 million for these purposes provided certain conditions are met by its franchisees, of which $11.5 million is expected to be advanced in the next twelve months. • The Company committed to make additional capital contributions totaling $2.1 million to existing joint ventures related to the construction of various hotels to be operated under the Company's Cambria hotel & suites brand. These commitments are expected to be funded in the next twelve months. In the ordinary course of business, the Company enters into numerous agreements that contain standard indemnities whereby the Company indemnifies another party for breaches of representations and warranties. Such indemnifications are granted under various agreements, including those governing (i) purchases or sales of assets or businesses, (ii) leases of real estate, (iii) licensing of trademarks, (iv) access to credit facilities, (v) issuances of debt or equity securities, and (vi) certain operating agreements. The indemnifications issued are for the benefit of the (i) buyers in sale agreements and sellers in purchase agreements, (ii) landlords in lease contracts, (iii) franchisees in licensing agreements, (iv) financial institutions in credit facility arrangements, (v) underwriters in debt or equity security issuances and (vi) parties under certain operating agreements. In addition, these parties are also generally indemnified against any third party claim resulting from the transaction that is contemplated in the underlying agreement. While some of these indemnities extend only for the duration of the underlying agreement, many survive the expiration of the term of the agreement or extend into perpetuity (unless subject to a legal statute of limitations). There are no specific limitations on the maximum potential amount of future payments that the Company could be required to make under these indemnities, nor is the Company able to develop an estimate of the maximum potential amount of future payments to be made under these indemnifications as the triggering events are not subject to predictability. With respect to certain of the aforementioned indemnities, such as indemnifications of landlords against third party claims for the use of real estate property leased by the Company, the Company maintains insurance coverage that mitigates potential liability. |
Transactions with Unconsolidate
Transactions with Unconsolidated Joint Ventures | 9 Months Ended |
Sep. 30, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Transactions with Unconsolidated Joint Ventures | Transactions with Unconsolidated Joint Ventures In May 2015, the Company entered into a promissory note with an individual who is a member of one of the Company’s unconsolidated joint ventures. The Company initially advanced $1.5 million to develop and operate a Cambria hotel & suites and may provide up to $4.0 million provided certain conditions are met. The promissory note initially matures on December 31, 2015, but may be extended until April 30, 2018 provided certain conditions are met. The promissory note bears interest at fixed rates and is payable monthly. In August 2015, the Company entered into a promissory note with a development company which is a member of one of the Company’s unconsolidated joint ventures. The Company advanced $23.8 million to purchase and provide required property improvements to a Cambria hotel & suites. Choice may provide up to an additional $0.6 million , if necessary, for additional property improvements. The promissory note matures on September 6, 2023, bears interest at variable rates, and is payable monthly. |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisition | Acquisition On August 11, 2015 , the Company acquired 100% of the voting equity interest of Maxxton Holding B.V. (“MHB”) and its wholly owned subsidiaries, a Software as a Service ("SaaS") solution for vacation rental management companies. MHB provides central reservations systems, property management systems and integrated software applications including point-of-sale and is included in our Corporate and Other in our segment presentation found in Note 15. The total consideration was $23.6 million , which consisted of cash paid, net of cash acquired, of $13.3 million , deferred purchase price payable of $6.8 million , and liabilities assumed totaling $3.5 million . The deferred purchase price is payable over 5 years . In addition, the Company has a 5 years variable compensation arrangement with MHB's former owner which is contingent on future minimum performance targets. Total expected compensation under this arrangement is estimated to be approximately $13.6 million over the 5-year term. As these amounts are contingent on achievement of certain targets and continued employment, no amounts were recorded for these future payments at the acquisition date. The transaction has been accounted for using the acquisition method of accounting and accordingly, assets acquired and liabilities assumed were recorded at their fair values as of the acquisition date. The results of MHB have been consolidated with the Company since August 11, 2015 . The Company allocated the purchase price based upon a preliminary assessment of the fair value of the assets and liabilities assumed as of August 11, 2015 . The Company continues to gather information concerning the valuation of assets acquired and liabilities assumed (including identified intangible assets and their associated lives) and is in the process of reviewing the preliminary assessment with its valuation specialists and as a result the allocation is not final. The preliminary fair value of the assets and liabilities is as follows: Estimated Fair Value (in thousands) Tangible assets $ 2,674 Intangible assets 20,936 Total assets acquired 23,610 Deferred purchase price (6,813 ) Liabilities assumed (3,528 ) Cash paid, net of cash acquired $ 13,269 The purchase price was based on the projected business growth and cash flows over the next several years and indicated a value that was in excess of the current net book value of the business, resulting in the recognition of various identifiable intangible assets and goodwill as follows: Estimated Fair Value (in thousands) Estimated Useful Lives Customer contracts $ 5,165 5 to 12 years Trademarks 440 8 years Developed technology 1,649 6 years Goodwill 13,682 Indefinite life $ 20,936 The excess value recorded in goodwill is expected to be recovered through expansion into new markets and growth within the existing customer base. Goodwill is not deductible for tax purposes. The Company's pro forma results of operations for this acquisition have not been presented because the effect of this acquisition was not material to our consolidated financial statements. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations In the first quarter of 2014, the Company's management approved a plan to sell the three Company-owned hotels operated under the MainStay Suites brand and completed the disposal of these hotels during 2014. The Company determined that this disposal transaction met the definition of a discontinued operation since the operations and cash flows of this component has been eliminated from the on-going operations of the Company and the Company will not have significant continuing involvement in the operations of the hotels after the disposal transaction. The operations related to these three Company-owned hotels were reported as a component of "Corporate and Other" for segment reporting purposes. The results of operations for the three and nine months ended September 30, 2015 and 2014 and the Company's financial position as of September 30, 2015 and December 31, 2014 presented in these Consolidated Financial Statements reflect these three Company-owned hotels as discontinued operations. Summarized financial information related to the discontinued operations is as follows: Three Months Ended September 30 Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Revenues Hotel operations $ — $ — $ — $ 801 Total revenues — — — 801 Expenses Hotel operations — 52 — 884 Total operating expenses — 52 — 884 Operating income (loss) — (52 ) — (83 ) Gain (loss) on disposal of discontinued operations — (30 ) — 2,803 Income (loss) from discontinued operations before income taxes — (82 ) — 2,720 Income taxes — (31 ) — 1,009 Income (loss) from discontinued operations $ — $ (51 ) $ — $ 1,711 As of September 30, 2015 As of December 31, 2014 (in thousands) Total assets $ — $ — Accounts payable $ — $ 45 Income taxes payable — 994 Total liabilities $ — $ 1,039 Net assets (liabilities) of discontinued operations $ — $ (1,039 ) |
Company Information and Signi26
Company Information and Significant Accounting Policies (Policy) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Discontinued Operations | Discontinued Operations In the first quarter of 2014, the Company's management approved a plan to dispose of the three Company owned Mainstay Suites hotels. As a result, the Company has reported the operations related to these three hotels as discontinued operations in this Quarterly Report on Form 10-Q. For additional information regarding discontinued operations, see Note 19, Discontinued Operations. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a maturity of three months or less at the date of purchase to be cash equivalents. As of September 30, 2015 and December 31, 2014 , $3.9 million and $5.4 million , respectively, of book overdrafts representing outstanding checks in excess of funds on deposit are included in accounts payable in the accompanying consolidated balance sheets. The Company maintains cash balances in domestic banks, which at times, may exceed the limits of amounts insured by the Federal Deposit Insurance Corporation. In addition, as of September 30, 2015 , the Company maintains cash balances of $180 million in international banks and money market funds which do not provide deposit insurance. |
New Accounting Guidance | Recently Adopted Accounting Guidance In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2014-08, Presentation of Financial Statements and Property, Plant, and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity ("ASU No. 2014-08"). ASU No. 2014-08 changes the definition of a discontinued operation to include only those disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on an entity's operations and financial results. ASU No. 2014-08 is effective for all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. The Company adopted this ASU on January 1, 2015 and it did not have a material impact on its financial statements. In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-03"). ASU 2015-03 requires that debt issuance costs be presented as a direct deduction from the carrying amount of the related debt liability, consistent with the presentation of debt discounts. Prior to the issuance of ASU 2015-03, debt issuance costs were required to be presented as deferred charge assets, separate from the related debt liability. ASU 2015-03 does not change the recognition and measurement requirements for debt issuance costs. The Company early-adopted ASU 2015-03 as of September 30, 2015 , and applied its provisions retrospectively. The adoption of ASU 2015-03 resulted in the reclassification of $9.9 million and $9.4 million of unamortized debt issuance costs related to the Company's outstanding borrowings (see Note 7) from other current and non-current assets to long-term debt within its consolidated balance sheets as of September 30, 2015 and December 31, 2014, respectively. In August 2015, the FASB issued ASU No. 2015-15, " Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements " ("ASU 2015-15"). ASU 2015-15 allows an entity to defer and present debt issuance costs as an asset when there are no amounts outstanding under line-of-credit arrangements and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement. Other than the aforementioned reclassification, the adoption of ASU 2015-03 did not have an impact on the Company's consolidated financial statements. In September 2015, the FASB issued ASU No. 2015-16, " Simplifying the Accounting for Measurement-Period Adjustments " ("ASU 2015-16"). ASU 2015-16 requires that any adjustments to the provisional amounts of an acquisition and the effect on earnings in changes of depreciation, amortization, and other income effects from the adjustment should be recorded to the period in which the adjustment amount is determined. This standard is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments in ASU 2015-16 should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this update with earlier application permitted for financial statements that have not been issued. The Company early adopted this newly issued guidance during the current period. Future Adoption of Recently Announced Accounting Guidance In May 2014, the FASB issued Accounting Standard Update ("ASU") No. 2014-09, Revenue From Contracts with Customers ("ASU 2014-09"), which impacts virtually all aspects of an entity's revenue recognition. ASU No. 2014-09 supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, as well as most industry-specific guidance, and significantly enhances comparability of revenue recognition practices across entities and industries by providing a principles-based, comprehensive framework for addressing revenue recognition issues. In order for a provider of promised goods or services to recognize as revenue the consideration that it expects to receive in exchange for the promised goods or services, the provider should apply the following five steps: (1) identify the contract with a customer(s); (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU No. 2014-09 also specifies the accounting for some costs to obtain or fulfill a contract with a customer and provides enhanced disclosure requirements. On July 9, 2015 the FASB voted to defer ASU No. 2014-09 for one year, and with that deferral, the standard will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, which will be our 2018 first quarter. However, early adoption is permitted to the original effective date of January 1, 2017. We are permitted to use either the retrospective or modified retrospective method when adopting ASU No. 2014-09. We are still assessing the potential impact that ASU No. 2014-09 will have on our financial statements and disclosures. In January 2015, the FASB issued ASU No. 2015-01, Income Statement - Extraordinary and Unusual Items (Subtopic 225-20) ("ASU No. 2015-01"). ASU No. 2015-01 was issued changing the requirements for reporting extraordinary and unusual items in the income statement. The update eliminates the concept of extraordinary items. The presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained and will be expanded to include items that are both unusual in nature and infrequently occurring. ASU No. 2015-01 is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The adoption of this newly issued guidance is not expected to have an impact to our consolidated financial statements. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810) ("ASU No. 2015-02"). ASU No. 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. This guidance must be applied using one of two retrospective application methods and will be effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company is currently evaluating the impact, if any, the adoption of this newly issued guidance will have on its consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-05, Intangibles-Goodwill - Internal Use Software (Subtopic 350-40) ("ASU No. 2015-05"). ASU No. 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license or should be accounted for as a service contract. The standard is effective for annual reporting periods, including interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted and an entity can elect to adopt the amendment either (1) prospectively to all arrangements entered into or materially modified after the effective date or (2) retrospectively. The adoption of this newly issued guidance is not expected to have a material impact to our consolidated financial statements. |
Other Current Assets (Tables)
Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Assets, Current [Abstract] | |
Schedule Of Other Current Assets | Other current assets consist of the following: September 30, 2015 December 31, 2014 (in thousands) Notes receivable, net of allowances (See Note 3) $ 2,481 $ 3,961 Prepaid expenses 15,219 12,280 Other current assets 1,315 956 Total $ 19,015 $ 17,197 |
Notes Receivable and Allowanc28
Notes Receivable and Allowance for Losses (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Receivable and Allowance for Losses [Line Items] | |
Schedule Of Notes Receivable | The following table shows the composition of our notes receivable balances: September 30, 2015 December 31, 2014 (in thousands) (in thousands) Credit Quality Indicator Forgivable Mezzanine Total Forgivable Mezzanine Total Senior $ — $ 29,700 $ 29,700 $ — $ 10,152 $ 10,152 Subordinated — 6,215 6,215 — 3,863 3,863 Unsecured 43,435 3,695 47,130 32,379 3,995 36,374 Total notes receivable 43,435 39,610 83,045 32,379 18,010 50,389 Allowance for losses on non-impaired loans 4,571 1,451 6,022 3,661 1,540 5,201 Allowance for losses on receivables specifically evaluated for impairment — 786 786 — 786 786 Total loan reserves 4,571 2,237 6,808 3,661 2,326 5,987 Net carrying value $ 38,864 $ 37,373 $ 76,237 $ 28,718 $ 15,684 $ 44,402 Current portion, net $ 148 $ 2,333 $ 2,481 $ 124 $ 3,837 $ 3,961 Long-term portion, net 38,716 35,040 73,756 28,594 11,847 40,441 Total $ 38,864 $ 37,373 $ 76,237 $ 28,718 $ 15,684 $ 44,402 |
Summary Of Activity Related To Allowance For Losses | The following table summarizes the activity related to the Company’s Forgivable Notes Receivable and Mezzanine and Other Notes Receivable allowance for losses for the nine months ended September 30, 2015 : Forgivable Notes Receivable Mezzanine & Other Notes Receivable (in thousands) Beginning balance $ 3,661 $ 2,326 Provisions 1,471 — Recoveries (498 ) (89 ) Write-offs (511 ) — Other (1) 448 — Ending balance $ 4,571 $ 2,237 (1) Consists of default rate assumption changes |
Forgivable Notes Receivable [Member] | |
Notes Receivable and Allowance for Losses [Line Items] | |
Past Due Balances Of Notes Receivable | Past due balances of forgivable notes receivable are as follows: 30-89 days Past Due > 90 days Past Due Total Past Due Current Total Notes Receivable (in thousands) As of September 30, 2015 Forgivable Notes $ — $ 1,191 $ 1,191 $ 42,244 $ 43,435 $ — $ 1,191 $ 1,191 $ 42,244 $ 43,435 As of December 31, 2014 Forgivable Notes $ — $ 1,227 $ 1,227 $ 31,152 $ 32,379 $ — $ 1,227 $ 1,227 $ 31,152 $ 32,379 |
Mezzanine & Other Notes Receivable [Member] | |
Notes Receivable and Allowance for Losses [Line Items] | |
Past Due Balances Of Notes Receivable | Past due balances of mezzanine and other notes receivable by credit quality indicators are as follows: 30-89 days Past Due > 90 days Past Due Total Past Due Current Total Notes Receivable (in thousands) As of September 30, 2015 Senior $ — $ — $ — $ 29,700 $ 29,700 Subordinated — — — 6,215 6,215 Unsecured — 47 47 3,648 3,695 $ — $ 47 $ 47 $ 39,563 $ 39,610 As of December 31, 2014 Senior $ — $ — $ — $ 10,152 $ 10,152 Subordinated — — — 3,863 3,863 Unsecured — 47 47 3,948 3,995 $ — $ 47 $ 47 $ 17,963 $ 18,010 |
Other Assets (Table)
Other Assets (Table) | 9 Months Ended |
Sep. 30, 2015 | |
Other Assets, Noncurrent [Abstract] | |
Components Of Other Assets | Other assets consist of the following: September 30, 2015 December 31, 2014 (in thousands) Equity method investments $ 47,739 $ 50,605 Land 11,478 4,011 Other assets 4,793 3,452 Total $ 64,010 $ 58,068 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Revenue and Credits [Abstract] | |
Components Of Deferred Revenue | Deferred revenue consists of the following: September 30, December 31, (in thousands) Loyalty programs $ 59,270 $ 57,757 Initial, relicensing and franchise fees 5,937 6,439 Procurement service fees 2,446 1,936 Other 786 250 Total $ 68,439 $ 66,382 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule Of Components Of Debt | Debt consists of the following at: September 30, 2015 December 31, 2014 (in thousands) $400 million senior unsecured notes with an effective interest rate of 6.0% less deferred issuance costs of $5.5 million and $6.0 million at September 30, 2015 and December 31, 2014, respectively $ 394,450 $ 393,961 $250 million senior unsecured notes with an effective interest rate of 6.19% less discount and deferred issuance costs of $1.5 million and $1.7 million at September 30, 2015 and December 31, 2014, respectively 248,492 248,262 $350 million senior secured credit facility with an effective interest rate of 2.17%, less deferred issuance costs of $1.9 million at December 31, 2014 — 127,435 $450 million senior unsecured credit facility with an effective interest rate of 1.72%, less deferred issuance costs of $3.1 million at September 30, 2015 158,863 — Fixed rate collateralized mortgage plus a fair value adjustment of $1.0 million and $1.2 million at September 30, 2015 and December 31, 2014, respectively with an effective interest rate of 4.57% 10,200 10,667 Economic development loans with an effective interest rate of 3.0% at September 30, 2015 and December 31, 2014 3,712 3,536 Capital lease obligations due 2016 with an effective interest rate of 3.18% at September 30, 2015 and December 31, 2014 612 1,148 Other notes payable 1,235 69 Total debt $ 817,564 $ 785,078 Less current portion 1,706 12,349 Total long-term debt $ 815,858 $ 772,729 |
Accumulated Other Comprehensi32
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Loss | The following represents the changes in accumulated other comprehensive loss, net of tax, by component for the nine months ended September 30, 2015 : Loss on Cash Flow Hedge Foreign Currency Items Total (in thousands) Beginning balance, December 31, 2014 $ (4,884 ) $ (2,087 ) $ (6,971 ) Other comprehensive income (loss) before reclassification — (2,223 ) (2,223 ) Amounts reclassified from accumulated other comprehensive income (loss) 646 — 646 Net current period other comprehensive income (loss) 646 (2,223 ) (1,577 ) Ending balance, September 30, 2015 $ (4,238 ) $ (4,310 ) $ (8,548 ) |
Reclassifications From Accumulated Other Comprehensive Income (Loss) | The amounts reclassified from accumulated other comprehensive income (loss) during the three and nine months ended September 30, 2015 were reclassified to the following line items in the Company's Consolidated Statements of Income. Component Amount Reclassified from Accumulated Other Comprehensive Income(Loss) Affected Line Item in the Consolidated Statement of Net Income Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 (in thousands) Loss on cash flow hedge Interest rate contract $ 215 $ 646 Interest expense — — Tax (expense) benefit $ 215 $ 646 Net of tax |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule Of Fair Value Of Assets | As of September 30, 2015 and December 31, 2014 , the Company had the following assets measured at fair value on a recurring basis: Fair Value Measurements at Reporting Date Using Total Level 1 Level 2 Level 3 Assets (in thousands) As of September 30, 2015 Money market funds, included in cash and cash equivalents $ 50,001 $ — $ 50,001 $ — Mutual funds (1) 16,006 16,006 — — Money market funds (1) 1,270 — 1,270 — $ 67,277 $ 16,006 $ 51,271 $ — As of December 31, 2014 Money market funds, included in cash and cash equivalents $ 50,001 $ — $ 50,001 $ — Mutual funds (1) 16,405 16,405 — — Money market funds (1) 1,348 — 1,348 — $ 67,754 $ 16,405 $ 51,349 $ — ________________________ (1) Included in Investments, employee benefit plans fair value on the consolidated balance sheets. |
Share-Based Compensation and 34
Share-Based Compensation and Capital Stock (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Weighted Average Assumptions Of Black-Scholes Option-Pricing Model | The fair value of the options granted was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions: 2015 Grants 2014 Grants Risk-free interest rate 1.45 % 1.56 % Expected volatility 23.94 % 25.01 % Expected life of stock option 4.6 years 4.5 years Dividend yield 1.23 % 1.62 % Requisite service period 4 years 4 years Contractual life 7 years 7 years Weighted average fair value of options granted (per option) $ 12.39 $ 8.82 |
Summary Of Activity Related To Restricted Stock Grants | The following table is a summary of activity related to restricted stock grants: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Restricted share grants 7,836 2,853 114,281 149,908 Weighted average grant date fair value per share $ 51.07 $ 52.59 $ 62.45 $ 46.58 Aggregate grant date fair value ($000) $ 400 $ 150 $ 7,137 $ 6,983 Restricted shares forfeited 9,522 13,922 17,964 18,218 Vesting service period of shares granted 24 - 48 months 36 months 12 - 48 months 12 - 48 months Fair value of shares vested ($000) $ 553 $ 2,076 $ 12,292 $ 10,280 |
Summary Of Activity Related To PVRSU Grants | The following table is a summary of activity related to PVRSU grants: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Performance vested restricted stock units granted at target — — 51,309 24,678 Weighted average grant date fair value per share $ — $ — $ 60.94 $ 45.59 Aggregate grant date fair value ($000) $ — $ — $ 3,126 $ 1,125 Stock units forfeited 6,079 3,900 6,079 3,900 Requisite service period — — 36 - 43 months 36 months |
Summary Of Change In Stock-Based Award Activity | A summary of stock-based award activity as of September 30, 2015 and changes during the nine months ended are presented below: Stock Options Restricted Stock Performance Vested Restricted Stock Units Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Outstanding at January 1, 2015 1,903,177 $ 33.03 479,556 $ 40.14 200,286 $ 38.28 Granted 498,911 $ 63.47 114,281 $ 62.45 51,309 $ 60.94 Performance based leveraging (1) — $ — — $ — 3,850 $ 35.60 Exercised/Vested (263,600 ) $ 24.21 (200,360 ) $ 38.93 (42,326 ) $ 35.60 Expired — $ — — $ — — $ — Forfeited (21,437 ) $ 54.91 (17,964 ) $ 45.99 (6,079 ) $ 32.90 Outstanding at September 30, 2015 2,117,051 $ 41.08 4.2 years 375,513 $ 47.30 207,040 $ 44.55 Options exercisable at September 30, 2015 1,022,639 $ 29.32 2.5 years _________________________________ (1) PVRSU units outstanding have been increased by 3,850 units due to the Company exceeding the targeted performance conditions contained in PVRSUs granted in prior periods during the nine months ended September 30, 2015 . |
Pre-Tax Stock-Based Compensation Expenses And Associated Income Tax Benefits | The components of the Company’s pretax share-based compensation expense and associated income tax benefits are as follows for the three and nine months ended September 30, 2015 and 2014 : Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2015 2014 2015 2014 Stock options $ 0.8 $ 0.6 $ 2.4 $ 1.7 Restricted stock 1.6 1.7 5.1 5.5 Performance vested restricted stock units 1.0 0.8 1.6 0.7 Total $ 3.4 $ 3.1 $ 9.1 $ 7.9 Income tax benefits $ 1.3 $ 1.1 $ 3.4 $ 2.9 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Computation Of Basic And Diluted Earnings Per Common Share | The computation of basic and diluted earnings per common share is as follows: Three Months Ended Nine Months Ended September 30, September 30, (In thousands, except per share amounts) 2015 2014 2015 2014 Computation of Basic Earnings Per Share: Numerator: Net income from continuing operations $ 41,419 $ 39,416 $ 98,826 $ 96,164 Net income from discontinued operations — (51 ) — 1,711 Net income 41,419 39,365 98,826 97,875 Income allocated to participating securities (278 ) (343 ) (695 ) (867 ) Net income available to common shareholders $ 41,141 $ 39,022 $ 98,131 $ 97,008 Denominator: Weighted average common shares outstanding – basic 56,843 57,932 57,019 57,878 Basic earnings per share - Continuing operations $ 0.72 $ 0.67 $ 1.72 $ 1.65 Basic earnings per share - Discontinued operations — — — 0.03 $ 0.72 $ 0.67 $ 1.72 $ 1.68 Computation of Diluted Earnings Per Share: Numerator: Net income from continuing operations $ 41,419 $ 39,416 $ 98,826 $ 96,164 Net income from discontinued operations — (51 ) — 1,711 Net income 41,419 39,365 98,826 97,875 Income allocated to participating securities (277 ) (340 ) (691 ) (862 ) Net income available to common shareholders $ 41,142 $ 39,025 $ 98,135 $ 97,013 Denominator: Weighted average common shares outstanding – basic 56,843 57,932 57,019 57,878 Diluted effect of stock options and PVRSUs 378 524 479 503 Weighted average common shares outstanding – diluted 57,221 58,456 57,498 58,381 Diluted earnings per share - Continuing operations $ 0.72 $ 0.67 $ 1.71 $ 1.63 Diluted earnings per share - Discontinued operations — — — 0.03 $ 0.72 $ 0.67 $ 1.71 $ 1.66 |
Condensed Consolidating Finan36
Condensed Consolidating Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Condensed Consolidating Financial Statements [Abstract] | |
Condensed Consolidating Statement Of Income | Choice Hotels International, Inc. Condensed Consolidating Statement of Income For the Three Months Ended September 30, 2015 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated REVENUES: Royalty fees $ 84,572 $ 28,786 $ 8,660 $ (32,089 ) $ 89,929 Initial franchise and relicensing fees 6,040 — 130 — 6,170 Procurement services 6,012 — 259 — 6,271 Marketing and reservation 123,775 126,547 4,142 (120,001 ) 134,463 Other 3,377 3 1,313 — 4,693 Total revenues 223,776 155,336 14,504 (152,090 ) 241,526 OPERATING EXPENSES: Selling, general and administrative 32,846 25,603 3,792 (32,089 ) 30,152 Marketing and reservation 129,268 121,690 3,506 (120,001 ) 134,463 Depreciation and amortization 602 2,044 462 — 3,108 Total operating expenses 162,716 149,337 7,760 (152,090 ) 167,723 Operating income 61,060 5,999 6,744 — 73,803 OTHER INCOME AND EXPENSES, NET: Interest expense 10,682 1 138 — 10,821 Equity in earnings of consolidated subsidiaries (9,350 ) 84 — 9,266 — Other items, net (76 ) 1,260 (470 ) — 714 Total other income and expenses, net 1,256 1,345 (332 ) 9,266 11,535 Income from continuing operations before income taxes 59,804 4,654 7,076 (9,266 ) 62,268 Income taxes 18,385 1,853 611 — 20,849 Income from continuing operations, net of income taxes 41,419 2,801 6,465 (9,266 ) 41,419 Income from discontinued operations, net of income taxes — — — — — Net income $ 41,419 $ 2,801 $ 6,465 $ (9,266 ) $ 41,419 (1) On July 21, 2015, the Company refinanced its existing $350 million senior secured credit facility ("Old Credit Facility") by entering into a new senior unsecured revolving credit agreement ("New Credit Facility"). As a result of this refinancing, certain guarantor subsidiaries under the Old Credit Facility have been released as a guarantor under the New Credit Facility. As a result, the following condensed consolidating financial statements for the prior year periods have been reclassified to reflect the current guarantors under the New Credit Facility. Choice Hotels International, Inc. Condensed Consolidating Statement of Income For the Three Months Ended September 30, 2014 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated REVENUES: Royalty fees $ 79,326 $ 28,799 $ 10,829 $ (32,863 ) $ 86,091 Initial franchise and relicensing fees 4,125 — 174 — 4,299 Procurement services 5,215 — 280 — 5,495 Marketing and reservation 104,093 106,438 4,981 (99,859 ) 115,653 Other 3,500 2 128 — 3,630 Total revenues 196,259 135,239 16,392 (132,722 ) 215,168 OPERATING EXPENSES: Selling, general and administrative 33,301 26,249 3,549 (32,863 ) 30,236 Marketing and reservation 109,086 102,108 4,318 (99,859 ) 115,653 Depreciation and amortization 765 1,383 145 — 2,293 Total operating expenses 143,152 129,740 8,012 (132,722 ) 148,182 Operating income 53,107 5,499 8,380 — 66,986 OTHER INCOME AND EXPENSES, NET: Interest expense 10,485 1 9 — 10,495 Equity in earnings of consolidated subsidiaries (10,760 ) 607 — 10,153 — Other items, net (263 ) 410 386 — 533 Total other income and expenses, net (538 ) 1,018 395 10,153 11,028 Income from continuing operations before income taxes 53,645 4,481 7,985 (10,153 ) 55,958 Income taxes 14,280 2,562 (300 ) — 16,542 Income from continuing operations, net of income taxes 39,365 1,919 8,285 (10,153 ) 39,416 Income from discontinued operations, net of income taxes — — (51 ) — (51 ) Net income $ 39,365 $ 1,919 $ 8,234 $ (10,153 ) $ 39,365 Choice Hotels International, Inc. Condensed Consolidating Statement of Income For the Nine Months Ended September 30, 2015 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated REVENUES: Royalty fees $ 217,723 $ 99,306 $ 30,364 $ (113,850 ) $ 233,543 Initial franchise and relicensing fees 17,160 — 543 — 17,703 Procurement services 19,118 — 549 — 19,667 Marketing and reservation 334,638 341,274 11,714 (321,328 ) 366,298 Other 9,452 3 2,261 — 11,716 Total revenues 598,091 440,583 45,431 (435,178 ) 648,927 OPERATING EXPENSES: Selling, general and administrative 108,250 88,962 12,350 (113,850 ) 95,712 Marketing and reservation 349,040 328,118 10,468 (321,328 ) 366,298 Depreciation and amortization 2,170 5,701 922 — 8,793 Total operating expenses 459,460 422,781 23,740 (435,178 ) 470,803 Operating income 138,631 17,802 21,691 — 178,124 OTHER INCOME AND EXPENSES, NET: Interest expense 31,661 2 394 — 32,057 Equity in earnings of consolidated subsidiaries (31,215 ) 462 — 30,753 — Other items, net (622 ) 732 (224 ) — (114 ) Total other income and expenses, net (176 ) 1,196 170 30,753 31,943 Income from continuing operations before income taxes 138,807 16,606 21,521 (30,753 ) 146,181 Income taxes 39,981 7,343 31 — 47,355 Income from continuing operations, net of income taxes 98,826 9,263 21,490 (30,753 ) 98,826 Income from discontinued operations, net of income taxes — — — — — Net income $ 98,826 $ 9,263 $ 21,490 $ (30,753 ) $ 98,826 Choice Hotels International, Inc. Condensed Consolidating Statement of Income For the Nine Months Ended September 30, 2014 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated REVENUES: Royalty fees $ 203,411 $ 89,773 $ 33,711 $ (104,594 ) $ 222,301 Initial franchise and relicensing fees 12,144 — 617 — 12,761 Procurement services 17,688 — 605 — 18,293 Marketing and reservation 275,203 274,638 14,150 (254,966 ) 309,025 Other 9,798 3 387 — 10,188 Total revenues 518,244 364,414 49,470 (359,560 ) 572,568 OPERATING EXPENSES: Selling, general and administrative 101,012 81,806 10,105 (104,594 ) 88,329 Marketing and reservation 286,903 263,710 13,378 (254,966 ) 309,025 Depreciation and amortization 2,272 4,117 514 — 6,903 Total operating expenses 390,187 349,633 23,997 (359,560 ) 404,257 Operating income 128,057 14,781 25,473 — 168,311 OTHER INCOME AND EXPENSES, NET: Interest expense 31,356 3 17 — 31,376 Equity in earnings of consolidated subsidiaries (34,874 ) (1,068 ) — 35,942 — Other items, net (988 ) (107 ) 310 — (785 ) Total other income and expenses, net (4,506 ) (1,172 ) 327 35,942 30,591 Income from continuing operations before income taxes 132,563 15,953 25,146 (35,942 ) 137,720 Income taxes 34,688 6,746 122 — 41,556 Income from continuing operations, net of income taxes 97,875 9,207 25,024 (35,942 ) 96,164 Income from discontinued operations, net of income taxes — — 1,711 — 1,711 Net income $ 97,875 $ 9,207 $ 26,735 $ (35,942 ) $ 97,875 |
Condensed Consolidating Statement of Comprehensive Income | Choice Hotels International, Inc. Condensed Consolidating Statement of Comprehensive Income For the Three Months Ended September 30, 2015 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net income $ 41,419 $ 2,801 $ 6,465 $ (9,266 ) $ 41,419 Other comprehensive income (loss), net of tax: Amortization of loss on cash flow hedge 215 — — — 215 Foreign currency translation adjustment (951 ) — (951 ) 951 (951 ) Other comprehensive income (loss), net of tax (736 ) — (951 ) 951 (736 ) Comprehensive income $ 40,683 $ 2,801 $ 5,514 $ (8,315 ) $ 40,683 Choice Hotels International, Inc. Condensed Consolidating Statement of Comprehensive Income For the Three Months Ended September 30, 2014 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net income $ 39,365 $ 1,919 $ 8,234 $ (10,153 ) $ 39,365 Other comprehensive income (loss), net of tax: Amortization of loss on cash flow hedge 215 — — — 215 Foreign currency translation adjustment (1,387 ) — (1,387 ) 1,387 (1,387 ) Other comprehensive income (loss), net of tax (1,172 ) — (1,387 ) 1,387 (1,172 ) Comprehensive income $ 38,193 $ 1,919 $ 6,847 $ (8,766 ) $ 38,193 Choice Hotels International, Inc. Condensed Consolidating Statement of Comprehensive Income For the Nine Months Ended September 30, 2015 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net income $ 98,826 $ 9,263 $ 21,490 $ (30,753 ) $ 98,826 Other comprehensive income (loss), net of tax: Amortization of loss on cash flow hedge 646 — — — 646 Foreign currency translation adjustment (2,223 ) — (2,223 ) 2,223 (2,223 ) Other comprehensive income (loss), net of tax (1,577 ) — (2,223 ) 2,223 (1,577 ) Comprehensive income $ 97,249 $ 9,263 $ 19,267 $ (28,530 ) $ 97,249 Choice Hotels International, Inc. Condensed Consolidating Statement of Comprehensive Income For the Nine Months Ended September 30, 2014 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net income $ 97,875 $ 9,207 $ 26,735 $ (35,942 ) $ 97,875 Other comprehensive income (loss), net of tax: Amortization of loss on cash flow hedge 646 — — — 646 Foreign currency translation adjustment (357 ) — (357 ) 357 (357 ) Other comprehensive income (loss), net of tax 289 — (357 ) 357 289 Comprehensive income $ 98,164 $ 9,207 $ 26,378 $ (35,585 ) $ 98,164 |
Condensed Consolidating Balance Sheet | Choice Hotels International, Inc. Condensed Consolidating Balance Sheet As of September 30, 2015 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated ASSETS Cash and cash equivalents $ 19,177 $ 27 $ 180,057 $ — $ 199,261 Receivables, net 104,091 1,880 8,652 — 114,623 Other current assets 8,625 37,707 3,517 (4,200 ) 45,649 Total current assets 131,893 39,614 192,226 (4,200 ) 359,533 Property and equipment, at cost, net 34,886 34,550 17,350 — 86,786 Goodwill 60,620 5,193 13,682 — 79,495 Franchise rights and other identifiable intangibles, net 2,932 1,014 8,235 — 12,181 Notes receivable, net of allowances 17,040 38,078 18,638 — 73,756 Investments, employee benefit plans, at fair value — 17,102 — — 17,102 Investment in affiliates 458,664 45,605 — (504,269 ) — Advances to affiliates 27,870 219,053 11,738 (258,661 ) — Deferred income taxes 13,279 7,731 — (1,111 ) 19,899 Other assets — 23,969 40,041 — 64,010 Total assets $ 747,184 $ 431,909 $ 301,910 $ (768,241 ) $ 712,762 LIABILITIES AND SHAREHOLDERS’ DEFICIT Accounts payable $ 13,611 $ 42,987 $ 3,324 $ — $ 59,922 Accrued expenses 19,367 27,177 4,139 — 50,683 Deferred revenue 8,742 58,868 829 — 68,439 Current portion of long-term debt — 611 1,095 — 1,706 Deferred compensation and retirement plan obligations — 174 — — 174 Other current liabilities — 14,394 — (4,200 ) 10,194 Total current liabilities 41,720 144,211 9,387 (4,200 ) 191,118 Long-term debt 801,804 3,712 10,342 — 815,858 Deferred compensation and retirement plan obligations — 22,134 11 — 22,145 Advances from affiliates 247,162 6,783 4,716 (258,661 ) — Deferred income taxes — — 2,905 (1,111 ) 1,794 Other liabilities 57,141 17,139 8,210 — 82,490 Total liabilities 1,147,827 193,979 35,571 (263,972 ) 1,113,405 Total shareholders’ (deficit) equity (400,643 ) 237,930 266,339 (504,269 ) (400,643 ) Total liabilities and shareholders’ deficit $ 747,184 $ 431,909 $ 301,910 $ (768,241 ) $ 712,762 Choice Hotels International, Inc. Condensed Consolidating Balance Sheet As of December 31, 2014 (in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated ASSETS Cash and cash equivalents $ 25,290 $ 25 $ 189,564 $ — $ 214,879 Receivables, net 82,195 1,194 8,292 — 91,681 Other current assets 23,027 33,585 1,373 (15,256 ) 42,729 Total current assets 130,512 34,804 199,229 (15,256 ) 349,289 Property and equipment, at cost, net 25,300 37,675 14,334 — 77,309 Goodwill 60,620 5,193 — — 65,813 Franchise rights and other identifiable intangibles, net 4,380 1,479 3,053 — 8,912 Notes receivable, net of allowances 11,847 27,895 699 — 40,441 Investments, employee benefit plans, at fair value — 17,539 — — 17,539 Investment in affiliates 424,600 39,231 — (463,831 ) — Advances to affiliates 15,670 213,303 20,341 (249,314 ) — Deferred income taxes 9,418 10,429 699 — 20,546 Other assets — 23,891 34,177 — 58,068 Total assets $ 682,347 $ 411,439 $ 272,532 $ (728,401 ) $ 637,917 LIABILITIES AND SHAREHOLDERS’ DEFICIT Accounts payable $ 15,588 $ 37,924 $ 3,612 $ — $ 57,124 Accrued expenses 28,719 32,649 2,162 — 63,530 Deferred revenue 8,467 57,339 576 — 66,382 Current portion of long-term debt 11,250 718 381 — 12,349 Deferred compensation and retirement plan obligations — 628 — — 628 Other current liabilities — 14,850 491 (15,256 ) 85 Total current liabilities 64,024 144,108 7,222 (15,256 ) 200,098 Long-term debt 758,407 3,966 10,356 — 772,729 Deferred compensation and retirement plan obligations — 23,978 9 — 23,987 Advances from affiliates 237,973 344 10,997 (249,314 ) — Other liabilities 50,744 16,116 3,044 — 69,904 Total liabilities 1,111,148 188,512 31,628 (264,570 ) 1,066,718 Total shareholders’ (deficit) equity (428,801 ) 222,927 240,904 (463,831 ) (428,801 ) Total liabilities and shareholders' deficit $ 682,347 $ 411,439 $ 272,532 $ (728,401 ) $ 637,917 |
Condensed Consolidating Statement Of Cash Flows | Choice Hotels International, Inc. Condensed Consolidating Statement of Cash Flows For the Nine Months Ended September 30, 2015 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net cash provided by operating activities $ 67,585 $ 5,935 $ 25,910 $ (657 ) $ 98,773 CASH FLOWS FROM INVESTING ACTIVITIES: Investment in property and equipment (16,114 ) (5,342 ) (354 ) — (21,810 ) Proceeds from sales of assets 93 4,661 1,593 — 6,347 Acquisition, net of cash acquired — — (13,269 ) — (13,269 ) Contributions to equity method investments — (2,771 ) (1,040 ) — (3,811 ) Distributions from equity method investments — — 270 — 270 Purchases of investments, employee benefit plans — (2,977 ) — — (2,977 ) Proceeds from sales of investments, employee benefit plans — 2,920 — — 2,920 Issuance of mezzanine and other notes receivable (7,253 ) — (18,000 ) — (25,253 ) Collections of mezzanine and other notes receivable 3,697 — — — 3,697 Advances to and investment in affiliates (8,960 ) — 8,960 — Divestment in affiliates 2,122 — (2,122 ) — Other items, net (445 ) — (8,767 ) — (9,212 ) Net cash used by investing activities (20,022 ) (10,347 ) (39,567 ) 6,838 (63,098 ) CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings pursuant to revolving credit facilities 162,000 — 32 — 162,032 Proceeds from the issuance of long-term debt — 176 — — 176 Debt issuance costs (2,169 ) — — — (2,169 ) Principal payments on long-term debt (129,375 ) (537 ) (282 ) — (130,194 ) Purchases of treasury stock (56,450 ) — — — (56,450 ) Dividends paid (34,173 ) — (657 ) 657 (34,173 ) Excess tax benefits from stock-based compensation 110 4,775 — — 4,885 Proceeds from contributions from affiliates — — 8,960 (8,960 ) — Distributions to affiliates — — (2,122 ) 2,122 — Proceeds from exercise of stock options 6,381 — — — 6,381 Net cash provided (used) by financing activities (53,676 ) 4,414 5,931 (6,181 ) (49,512 ) Net change in cash and cash equivalents (6,113 ) 2 (7,726 ) — (13,837 ) Effect of foreign exchange rate changes on cash and cash equivalents — — (1,781 ) — (1,781 ) Cash and cash equivalents at beginning of period 25,290 25 189,564 — 214,879 Cash and cash equivalents at end of period $ 19,177 $ 27 $ 180,057 $ — $ 199,261 Choice Hotels International, Inc. Condensed Consolidating Statement of Cash Flows For the Nine Months Ended September 30, 2014 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net cash provided by operating activities $ 111,851 $ 14,815 $ 12,369 $ (657 ) $ 138,378 CASH FLOWS FROM INVESTING ACTIVITIES: Investment in property and equipment (5,138 ) (6,324 ) (424 ) — (11,886 ) Proceeds from sales of assets 27 516 15,069 — 15,612 Contributions to equity method investments — (8,800 ) (5,562 ) — (14,362 ) Purchases of investments, employee benefit plans — (1,520 ) — — (1,520 ) Proceeds from sales of investments, employee benefit plans — 966 — — 966 Issuance of mezzanine and other notes receivable (3,340 ) — — — (3,340 ) Collections of mezzanine and other notes receivable 9,832 — — — 9,832 Advances to and investments in affiliates (1,000 ) (4,740 ) — 5,740 — Divestment in affiliates — 3,426 — (3,426 ) — Other items, net (446 ) — (146 ) — (592 ) Net cash provided (used) in investing activities (65 ) (16,476 ) 8,937 2,314 (5,290 ) CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments on long-term debt (6,563 ) (523 ) (24 ) — (7,110 ) Proceeds from the issuance of long-term debt — 176 50 — 226 Proceeds from contributions from affiliates — — 5,740 (5,740 ) — Purchases of treasury stock (23,757 ) — — — (23,757 ) Dividends paid (32,767 ) — (657 ) 657 (32,767 ) Excess tax benefits from stock-based compensation 289 2,008 — — 2,297 Distributions to affiliates — — (3,426 ) 3,426 — Proceeds from exercise of stock options 4,984 — — — 4,984 Net cash provided (used) by financing activities (57,814 ) 1,661 1,683 (1,657 ) (56,127 ) Net change in cash and cash equivalents 53,972 — 22,989 — 76,961 Effect of foreign exchange rate changes on cash and cash equivalents — — (364 ) — (364 ) Cash and cash equivalents at beginning of period 9,785 19 157,991 — 167,795 Cash and cash equivalents at end of period $ 63,757 $ 19 $ 180,616 $ — $ 244,392 |
Reportable Segment Information
Reportable Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule Of Financial Information For Company's Franchising Segment | The following table presents the financial information for the Company's segments: Three Months Ended September 30, 2015 Three Months Ended September 30, 2014 (In thousands) Franchising SkyTouch Technology Corporate & Consolidated Franchising SkyTouch Technology Corporate & Consolidated Revenues $ 240,067 $ 313 $ 1,146 $ 241,526 $ 215,076 $ 92 $ — $ 215,168 Operating income (loss) $ 87,011 $ (4,339 ) $ (8,869 ) $ 73,803 $ 82,525 $ (4,928 ) $ (10,611 ) $ 66,986 Income (loss) from continuing operations before income taxes $ 87,340 $ (4,339 ) $ (20,733 ) $ 62,268 $ 81,946 $ (4,928 ) $ (21,060 ) $ 55,958 Nine Months Ended September 30, 2015 Nine Months Ended September 30, 2014 (In thousands) Franchising SkyTouch Technology Corporate & Consolidated Franchising SkyTouch Technology Corporate & Consolidated Revenues $ 646,454 $ 806 $ 1,667 $ 648,927 $ 572,355 $ 213 $ — $ 572,568 Operating income (loss) $ 221,041 $ (14,228 ) $ (28,689 ) $ 178,124 $ 211,946 $ (12,794 ) $ (30,841 ) $ 168,311 Income (loss) from continuing operations before income taxes $ 219,934 $ (14,228 ) $ (59,525 ) $ 146,181 $ 211,368 $ (12,794 ) $ (60,854 ) $ 137,720 |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The preliminary fair value of the assets and liabilities is as follows: Estimated Fair Value (in thousands) Tangible assets $ 2,674 Intangible assets 20,936 Total assets acquired 23,610 Deferred purchase price (6,813 ) Liabilities assumed (3,528 ) Cash paid, net of cash acquired $ 13,269 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The purchase price was based on the projected business growth and cash flows over the next several years and indicated a value that was in excess of the current net book value of the business, resulting in the recognition of various identifiable intangible assets and goodwill as follows: Estimated Fair Value (in thousands) Estimated Useful Lives Customer contracts $ 5,165 5 to 12 years Trademarks 440 8 years Developed technology 1,649 6 years Goodwill 13,682 Indefinite life $ 20,936 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summarized Financial Information, Discontinued Operations | Summarized financial information related to the discontinued operations is as follows: Three Months Ended September 30 Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Revenues Hotel operations $ — $ — $ — $ 801 Total revenues — — — 801 Expenses Hotel operations — 52 — 884 Total operating expenses — 52 — 884 Operating income (loss) — (52 ) — (83 ) Gain (loss) on disposal of discontinued operations — (30 ) — 2,803 Income (loss) from discontinued operations before income taxes — (82 ) — 2,720 Income taxes — (31 ) — 1,009 Income (loss) from discontinued operations $ — $ (51 ) $ — $ 1,711 As of September 30, 2015 As of December 31, 2014 (in thousands) Total assets $ — $ — Accounts payable $ — $ 45 Income taxes payable — 994 Total liabilities $ — $ 1,039 Net assets (liabilities) of discontinued operations $ — $ (1,039 ) |
Company Information and Signi40
Company Information and Significant Accounting Policies Narrative (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2014hotel | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) | |
Significant Accounting Policies [Line Items] | |||
Deferred financing fees, net | $ 9.9 | $ 9.4 | |
Accounts Payable [Member] | |||
Significant Accounting Policies [Line Items] | |||
Book overdrafts | 3.9 | $ 5.4 | |
MainStay Suites [Member] | |||
Significant Accounting Policies [Line Items] | |||
Company-owned hotels approved to be sold | hotel | 3 | ||
Company-owned hotels | hotel | 3 | ||
International [Member] | Cash and Cash Equivalents [Member] | |||
Significant Accounting Policies [Line Items] | |||
International cash | $ 180 |
Other Current Assets Schedule o
Other Current Assets Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Assets, Current [Abstract] | ||
Notes receivable, net of allowances | $ 2,481 | $ 3,961 |
Prepaid expenses | 15,219 | 12,280 |
Other current assets | 1,315 | 956 |
Total | $ 19,015 | $ 17,197 |
Notes Receivable and Allowanc42
Notes Receivable and Allowance for Losses Narrative (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)category | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Notes Receivable and Allowance for Losses [Line Items] | |||||
Number of categories, credit losses for notes receivable | category | 2 | ||||
Notes receivable | $ 83,045,000 | $ 83,045,000 | $ 50,389,000 | ||
Allowance for losses on non-impaired loans | 6,808,000 | 6,808,000 | 5,987,000 | ||
Amortization expense | 3,108,000 | $ 2,293,000 | 8,793,000 | $ 6,903,000 | |
Forgivable Notes Receivable [Member] | |||||
Notes Receivable and Allowance for Losses [Line Items] | |||||
Notes receivable | 43,435,000 | 43,435,000 | 32,379,000 | ||
Allowance for losses on non-impaired loans | 4,571,000 | 4,571,000 | 3,661,000 | ||
Amortization expense | 2,100,000 | 1,200,000 | 6,000,000 | 3,600,000 | |
Mezzanine & Other Notes Receivable [Member] | |||||
Notes Receivable and Allowance for Losses [Line Items] | |||||
Notes receivable | 39,610,000 | 39,610,000 | 18,010,000 | ||
Allowance for losses on non-impaired loans | 2,237,000 | 2,237,000 | 2,326,000 | ||
Mezzanine & Other Notes Receivable [Member] | Impaired Loans [Member] | |||||
Notes Receivable and Allowance for Losses [Line Items] | |||||
Impaired receivables, recorded investment | 800,000 | 800,000 | 800,000 | ||
Impaired receivables, related allowance | 800,000 | 800,000 | 800,000 | ||
Average notes receivable, nonaccrual status | 800,000 | 12,200,000 | |||
Interest income, impaired loans | 0 | $ 11,000 | 33,000 | $ 87,000 | |
Mezzanine & Other Notes Receivable [Member] | Non-impaired Loans [Member] | |||||
Notes Receivable and Allowance for Losses [Line Items] | |||||
Allowance for losses on non-impaired loans | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 |
Notes Receivable and Allowanc43
Notes Receivable and Allowance for Losses Schedule Of Notes Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Notes Receivable and Allowance for Losses [Line Items] | ||
Notes receivable | $ 83,045 | $ 50,389 |
Allowance for losses on non-impaired loans | 6,022 | 5,201 |
Allowance for losses on receivables specifically evaluated for impairment | 786 | 786 |
Total loan reserves | 6,808 | 5,987 |
Net carrying value | 76,237 | 44,402 |
Current portion, net | 2,481 | 3,961 |
Long-term portion, net | 73,756 | 40,441 |
Forgivable Notes Receivable [Member] | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Notes receivable | 43,435 | 32,379 |
Allowance for losses on non-impaired loans | 4,571 | 3,661 |
Allowance for losses on receivables specifically evaluated for impairment | 0 | 0 |
Total loan reserves | 4,571 | 3,661 |
Net carrying value | 38,864 | 28,718 |
Current portion, net | 148 | 124 |
Long-term portion, net | 38,716 | 28,594 |
Mezzanine & Other Notes Receivable [Member] | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Notes receivable | 39,610 | 18,010 |
Allowance for losses on non-impaired loans | 1,451 | 1,540 |
Allowance for losses on receivables specifically evaluated for impairment | 786 | 786 |
Total loan reserves | 2,237 | 2,326 |
Net carrying value | 37,373 | 15,684 |
Current portion, net | 2,333 | 3,837 |
Long-term portion, net | 35,040 | 11,847 |
Senior Notes [Member] | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Notes receivable | 29,700 | 10,152 |
Senior Notes [Member] | Forgivable Notes Receivable [Member] | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Notes receivable | 0 | 0 |
Senior Notes [Member] | Mezzanine & Other Notes Receivable [Member] | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Notes receivable | 29,700 | 10,152 |
Senior Subordinated Notes [Member] | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Notes receivable | 6,215 | 3,863 |
Senior Subordinated Notes [Member] | Forgivable Notes Receivable [Member] | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Notes receivable | 0 | 0 |
Senior Subordinated Notes [Member] | Mezzanine & Other Notes Receivable [Member] | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Notes receivable | 6,215 | 3,863 |
Unsecured Notes [Member] | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Notes receivable | 47,130 | 36,374 |
Unsecured Notes [Member] | Forgivable Notes Receivable [Member] | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Notes receivable | 43,435 | 32,379 |
Unsecured Notes [Member] | Mezzanine & Other Notes Receivable [Member] | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Notes receivable | $ 3,695 | $ 3,995 |
Notes Receivable and Allowanc44
Notes Receivable and Allowance for Losses Summary Of Activity Related To Allowance For Losses (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015USD ($) | ||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Beginning balance | $ 5,987 | |
Ending balance | 6,808 | |
Forgivable Notes Receivable [Member] | ||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Beginning balance | 3,661 | |
Provisions | 1,471 | |
Recoveries | (498) | |
Write-offs | (511) | |
Other | 448 | [1] |
Ending balance | 4,571 | |
Mezzanine & Other Notes Receivable [Member] | ||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Beginning balance | 2,326 | |
Provisions | 0 | |
Recoveries | (89) | |
Write-offs | 0 | |
Other | 0 | |
Ending balance | $ 2,237 | |
[1] | Consists of default rate assumption changes |
Notes Receivable and Allowanc45
Notes Receivable and Allowance for Losses Past Due Balances Of Mezzanine And Other Notes Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Forgivable Notes Receivable [Member] | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | $ 1,191 | $ 1,227 |
Current | 42,244 | 31,152 |
Total Notes Receivable | 43,435 | 32,379 |
Mezzanine & Other Notes Receivable [Member] | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 47 | 47 |
Current | 39,563 | 17,963 |
Total Notes Receivable | 39,610 | 18,010 |
Mezzanine & Other Notes Receivable [Member] | Senior Notes [Member] | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 0 | 0 |
Current | 29,700 | 10,152 |
Total Notes Receivable | 29,700 | 10,152 |
Mezzanine & Other Notes Receivable [Member] | Senior Subordinated Notes [Member] | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 0 | 0 |
Current | 6,215 | 3,863 |
Total Notes Receivable | 6,215 | 3,863 |
Mezzanine & Other Notes Receivable [Member] | Unsecured Notes [Member] | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 47 | 47 |
Current | 3,648 | 3,948 |
Total Notes Receivable | 3,695 | 3,995 |
Financing Receivables, 30 to 89 Days Past Due [Member] | Forgivable Notes Receivable [Member] | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 0 | 0 |
Financing Receivables, 30 to 89 Days Past Due [Member] | Mezzanine & Other Notes Receivable [Member] | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 0 | 0 |
Financing Receivables, 30 to 89 Days Past Due [Member] | Mezzanine & Other Notes Receivable [Member] | Senior Notes [Member] | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 0 | 0 |
Financing Receivables, 30 to 89 Days Past Due [Member] | Mezzanine & Other Notes Receivable [Member] | Senior Subordinated Notes [Member] | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 0 | 0 |
Financing Receivables, 30 to 89 Days Past Due [Member] | Mezzanine & Other Notes Receivable [Member] | Unsecured Notes [Member] | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 0 | 0 |
Financing Receivables, Equal to Greater than 90 Days Past Due [Member] | Forgivable Notes Receivable [Member] | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 1,191 | 1,227 |
Financing Receivables, Equal to Greater than 90 Days Past Due [Member] | Mezzanine & Other Notes Receivable [Member] | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 47 | 47 |
Financing Receivables, Equal to Greater than 90 Days Past Due [Member] | Mezzanine & Other Notes Receivable [Member] | Senior Notes [Member] | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 0 | 0 |
Financing Receivables, Equal to Greater than 90 Days Past Due [Member] | Mezzanine & Other Notes Receivable [Member] | Senior Subordinated Notes [Member] | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 0 | 0 |
Financing Receivables, Equal to Greater than 90 Days Past Due [Member] | Mezzanine & Other Notes Receivable [Member] | Unsecured Notes [Member] | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | $ 47 | $ 47 |
Marketing and Reservation Act46
Marketing and Reservation Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Advances, Marketing and Reservation Activities [Line Items] | |||||
Depreciation and amortization | $ 3,108 | $ 2,293 | $ 8,793 | $ 6,903 | |
Interest expense | 10,821 | 10,495 | 32,057 | 31,376 | |
Marketing And Reservation Fees [Member] | |||||
Advances, Marketing and Reservation Activities [Line Items] | |||||
Depreciation and amortization | 5,800 | 4,400 | 17,000 | 12,400 | |
Interest expense | 6 | $ 500 | 22 | $ 1,500 | |
Other Long-term Liabilities [Member] | |||||
Advances, Marketing and Reservation Activities [Line Items] | |||||
Advances, marketing and reservation activities | $ 44,100 | $ 44,100 | $ 44,300 |
Other Assets Components Of Othe
Other Assets Components Of Other Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Other Assets, Noncurrent [Abstract] | |||||
Equity method investments | $ 47,739 | $ 47,739 | $ 50,605 | ||
Land | 11,478 | 11,478 | 4,011 | ||
Other assets | 4,793 | 4,793 | 3,452 | ||
Total | 64,010 | 64,010 | 58,068 | ||
Equity method investments in variable interest entities | 45,000 | 45,000 | $ 47,100 | ||
Net income (loss) attributable to variable interest entities | $ 200 | $ 800 | $ 2,000 | $ 900 |
Deferred Revenue Components Of
Deferred Revenue Components Of Deferred Revenue (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Deferred Revenue [Line Items] | ||
Deferred revenue | $ 68,439 | $ 66,382 |
Loyalty programs [Member] | ||
Deferred Revenue [Line Items] | ||
Deferred revenue | 59,270 | 57,757 |
Initial, relicensing and franchise fees [Member] | ||
Deferred Revenue [Line Items] | ||
Deferred revenue | 5,937 | 6,439 |
Procurement service fees [Member] | ||
Deferred Revenue [Line Items] | ||
Deferred revenue | 2,446 | 1,936 |
Other [Member] | ||
Deferred Revenue [Line Items] | ||
Deferred revenue | $ 786 | $ 250 |
Debt Schedule Of Components Of
Debt Schedule Of Components Of Debt (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2015 | Dec. 31, 2014 | Jul. 21, 2015 | Dec. 30, 2014 | Jul. 25, 2012 | Jun. 27, 2012 | Aug. 25, 2010 | |
Debt [Line Items] | |||||||
Total debt | $ 817,564,000 | $ 785,078,000 | |||||
Less current portion | 1,706,000 | 12,349,000 | |||||
Total long-term debt | 815,858,000 | 772,729,000 | |||||
Deferred financing fees, net | 9,900,000 | 9,400,000 | |||||
Senior Notes [Member] | $400 Million Senior Notes [Member] | |||||||
Debt [Line Items] | |||||||
Total debt | $ 394,450,000 | $ 393,961,000 | |||||
Debt instrument face amount | $ 400,000,000 | ||||||
Debt instrument effective interest rate (percentage) | 6.00% | 6.00% | 6.00% | ||||
Deferred financing fees, net | $ 5,500,000 | $ 6,000,000 | |||||
Senior Notes [Member] | $250 Million Senior Notes [Member] | |||||||
Debt [Line Items] | |||||||
Total debt | $ 248,492,000 | $ 248,262,000 | |||||
Debt instrument face amount | $ 250,000,000 | ||||||
Debt instrument effective interest rate (percentage) | 6.19% | 6.19% | 6.19% | ||||
Debt Instrument, Unamortized Discount and Deferred Finance Costs, Noncurrent, Net | $ 1,500,000 | $ 1,700,000 | |||||
Senior notes, discount | $ 600,000 | ||||||
Senior Secured Credit Facility [Member] | $350 Million Senior Secured Credit Facility [Member] | |||||||
Debt [Line Items] | |||||||
Total debt | 0 | $ 127,435,000 | |||||
Debt instrument face amount | $ 350,000,000 | ||||||
Debt instrument effective interest rate (percentage) | 2.17% | ||||||
Deferred financing fees, net | $ 1,900,000 | ||||||
Revolving Credit Facility [Member] | $450 Million Unsecured Revolving Credit Facility [Member] | |||||||
Debt [Line Items] | |||||||
Total debt | $ 158,863,000 | 0 | |||||
Debt instrument face amount | $ 450,000,000 | ||||||
Debt instrument effective interest rate (percentage) | 1.72% | ||||||
Deferred financing fees, net | $ 3,100,000 | ||||||
Collateralized mortgage [Member] | |||||||
Debt [Line Items] | |||||||
Total debt | $ 10,200,000 | $ 10,667,000 | |||||
Debt instrument effective interest rate (percentage) | 4.57% | 4.57% | |||||
Fair value adjustment | $ 1,000,000 | $ 1,200,000 | $ 1,200,000 | ||||
Economic Development Loans [Member] | |||||||
Debt [Line Items] | |||||||
Total debt | $ 3,712,000 | $ 3,536,000 | |||||
Debt instrument effective interest rate (percentage) | 3.00% | 3.00% | |||||
Capital Lease Obligations [Member] | |||||||
Debt [Line Items] | |||||||
Total debt | $ 612,000 | $ 1,148,000 | |||||
Debt instrument effective interest rate (percentage) | 3.18% | 3.18% | |||||
Capital lease maturity year | 2,016 | 2,016 | |||||
Other Notes Payable [Member] | |||||||
Debt [Line Items] | |||||||
Total debt | $ 1,235,000 | $ 69,000 |
Debt Narrative (Details)
Debt Narrative (Details) | Jul. 21, 2015USD ($) | Apr. 30, 2013USD ($) | Jun. 27, 2012USD ($) | Aug. 25, 2010USD ($) | Dec. 31, 2012USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 30, 2014USD ($) | Jul. 25, 2012USD ($) |
2012 special cash dividend [Member] | 2012 special cash dividend [Member] | |||||||||
Debt [Line Items] | |||||||||
Payments of special dividends | $ 600,700,000 | ||||||||
Collateralized mortgage [Member] | |||||||||
Debt [Line Items] | |||||||||
Debt instrument stated interest rate (percentage) | 7.26% | ||||||||
Debt instrument effective interest rate (percentage) | 4.57% | 4.57% | |||||||
Collateralized mortgage | $ 9,500,000 | ||||||||
Collateralized mortgage, future balloon payment | 6,900,000 | ||||||||
Debt premium | $ 1,000,000 | $ 1,200,000 | $ 1,200,000 | ||||||
Economic Development Loans [Member] | |||||||||
Debt [Line Items] | |||||||||
Debt instrument stated interest rate (percentage) | 3.00% | ||||||||
Debt instrument effective interest rate (percentage) | 3.00% | 3.00% | |||||||
Economic development agreements - total advances agreed upon | $ 4,400,000 | ||||||||
Economic development agreements - advances received | $ 3,700,000 | ||||||||
Economic development agreements - advances not yet received | $ 700,000 | ||||||||
Economic development agreements - measurement frequency | annually | ||||||||
Economic development agreements - term | 10 years | ||||||||
$400 Million Senior Notes [Member] | Senior Notes [Member] | |||||||||
Debt [Line Items] | |||||||||
Debt instrument issuance date | Jun. 27, 2012 | ||||||||
Debt instrument face amount | $ 400,000,000 | ||||||||
Debt instrument stated interest rate (percentage) | 5.75% | ||||||||
Debt instrument effective interest rate (percentage) | 6.00% | 6.00% | 6.00% | ||||||
Debt instrument maturity date | Jul. 1, 2022 | ||||||||
Debt instrument payment frequency | semi-annually | ||||||||
$250 Million Senior Notes [Member] | Senior Notes [Member] | |||||||||
Debt [Line Items] | |||||||||
Debt instrument issuance date | Aug. 25, 2010 | ||||||||
Debt instrument face amount | $ 250,000,000 | ||||||||
Debt instrument stated interest rate (percentage) | 5.70% | ||||||||
Debt instrument effective interest rate (percentage) | 6.19% | 6.19% | 6.19% | ||||||
Debt instrument maturity date | Aug. 28, 2020 | ||||||||
Debt instrument payment frequency | semi-annually | ||||||||
Senior notes, discount | $ 600,000 | ||||||||
$350 Million Senior Secured Credit Facility [Member] | Senior Secured Credit Facility [Member] | |||||||||
Debt [Line Items] | |||||||||
Debt instrument face amount | $ 350,000,000 | ||||||||
Debt instrument effective interest rate (percentage) | 2.17% | ||||||||
Debt instrument, refinance date | Jul. 21, 2015 | ||||||||
$200 Million Revolver [Member] | Revolver [Member] | |||||||||
Debt [Line Items] | |||||||||
Revolver maximum borrowing capacity | 200,000,000 | ||||||||
$150 Million Term Loan [Member] | Term Loan [Member] | |||||||||
Debt [Line Items] | |||||||||
Debt instrument face amount | $ 150,000,000 | ||||||||
$450 Million Unsecured Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | |||||||||
Debt [Line Items] | |||||||||
Debt instrument face amount | $ 450,000,000 | ||||||||
Debt instrument effective interest rate (percentage) | 1.72% | ||||||||
Debt instrument maturity date | Jul. 21, 2020 | ||||||||
Debt instrument, extension, term | 1 year | ||||||||
Debt instrument additional borrowing capacity | $ 150,000,000 | ||||||||
Credit facility, unused capacity, commitment fee percentage | 0.20% | ||||||||
$450 Million Unsecured Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Minimum [Member] | |||||||||
Debt [Line Items] | |||||||||
Credit Facility, Commitment Fee Percentage | 0.10% | ||||||||
Total leverage ratio | 4 | ||||||||
Fixed charge coverage ratio | 2.5 | ||||||||
$450 Million Unsecured Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Maximum [Member] | |||||||||
Debt [Line Items] | |||||||||
Credit Facility, Commitment Fee Percentage | 0.25% | ||||||||
Total leverage ratio | 4.5 | ||||||||
$450 Million Unsecured Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||
Debt [Line Items] | |||||||||
Debt instrument, description of variable rate basis | LIBOR | ||||||||
$450 Million Unsecured Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||||||||
Debt [Line Items] | |||||||||
Debt instrument, basis spread on variable rate (percentage) | 1.35% | ||||||||
$450 Million Unsecured Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||||||||
Debt [Line Items] | |||||||||
Debt instrument, basis spread on variable rate (percentage) | 1.75% | ||||||||
$450 Million Unsecured Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Base rate [Member] | |||||||||
Debt [Line Items] | |||||||||
Debt instrument, description of variable rate basis | base rate | ||||||||
$450 Million Unsecured Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Base rate [Member] | Minimum [Member] | |||||||||
Debt [Line Items] | |||||||||
Debt instrument, basis spread on variable rate (percentage) | 0.35% | ||||||||
$450 Million Unsecured Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Base rate [Member] | Maximum [Member] | |||||||||
Debt [Line Items] | |||||||||
Debt instrument, basis spread on variable rate (percentage) | 0.75% | ||||||||
$450 Million Unsecured Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Total Leverage Ratio exceeds 4.00 to 1.00 [Member] | |||||||||
Debt [Line Items] | |||||||||
Credit facility, dividend restriction | $ 50,000,000 | ||||||||
$450 Million Unsecured Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Alternative currency loans [Member] | |||||||||
Debt [Line Items] | |||||||||
Revolver maximum borrowing capacity | 35,000,000 | ||||||||
$450 Million Unsecured Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Swing line loans [Member] | |||||||||
Debt [Line Items] | |||||||||
Revolver maximum borrowing capacity | $ 15,000,000 |
Accumulated Other Comprehensi51
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance, December 31, 2014 | $ (6,971) | |||
Other comprehensive income (loss) before reclassification | $ (951) | $ (1,387) | (2,223) | $ (357) |
Amounts reclassified from accumulated other comprehensive income (loss) | 215 | 215 | 646 | 646 |
Net current period other comprehensive income (loss) | (736) | $ (1,172) | (1,577) | $ 289 |
Ending balance, September 30, 2015 | (8,548) | (8,548) | ||
Loss on Cash Flow Hedge [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance, December 31, 2014 | (4,884) | |||
Other comprehensive income (loss) before reclassification | 0 | |||
Amounts reclassified from accumulated other comprehensive income (loss) | 646 | |||
Net current period other comprehensive income (loss) | 646 | |||
Ending balance, September 30, 2015 | (4,238) | (4,238) | ||
Foreign Currency Items [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance, December 31, 2014 | (2,087) | |||
Other comprehensive income (loss) before reclassification | (2,223) | |||
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | |||
Net current period other comprehensive income (loss) | (2,223) | |||
Ending balance, September 30, 2015 | (4,310) | (4,310) | ||
Interest Expense [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Interest rate contract | 215 | 646 | ||
Income tax benefit (expense) [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Tax (expense) benefit | $ 0 | $ 0 |
Non-Qualified Retirement, Sav52
Non-Qualified Retirement, Savings and Investment Plans (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2015USD ($)planshares | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)planshares | Sep. 30, 2014USD ($) | Dec. 31, 2009 | Dec. 31, 2014USD ($) | |
Non-Qualified Retirement, Savings and Investment Plans [Line Items] | ||||||
Number of non-qualified retirement savings and investment plans | plan | 2 | 2 | ||||
Assets held in trust, current | $ 174 | $ 174 | $ 214 | |||
Executive Deferred Compensation Plan [Member] | ||||||
Non-Qualified Retirement, Savings and Investment Plans [Line Items] | ||||||
Investment yield, basis spread on variable rate | 3.00% | |||||
Deferred compensation liability, current and long-term | 10,300 | 10,300 | 10,200 | |||
Compensation expense | (200) | $ 48 | 100 | $ 400 | ||
Diversified investments held in trust | 5,300 | 5,300 | 4,600 | |||
Assets held in trust, current | 200 | 200 | ||||
Investment gains (losses) | $ (300) | (100) | $ (300) | 41 | ||
Shares of Common Stock held by plan | shares | 0 | 0 | ||||
Common stock held by plan | 200 | |||||
Non-Qualified Plan [Member] | ||||||
Non-Qualified Retirement, Savings and Investment Plans [Line Items] | ||||||
Deferred compensation liability, current and long-term | $ 12,000 | $ 12,000 | 14,400 | |||
Diversified investments held in trust | 12,000 | 12,000 | 13,100 | |||
Investment gains (losses) | (800) | (300) | (800) | 100 | ||
Common stock held by plan | $ 1,300 | |||||
Increase (decrease) in compensation expense | $ (800) | $ (100) | $ (1,100) | $ 100 |
Fair Value Measurements Narrati
Fair Value Measurements Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Jun. 27, 2012 | Aug. 25, 2010 | |
Fair Value, Inputs, Level 1 [Member] | |||||
Fair Value Measurements [Line Items] | |||||
Defined benefit plan, transfers between measurement levels | $ 0 | $ 0 | |||
Fair Value, Inputs, Level 2 [Member] | |||||
Fair Value Measurements [Line Items] | |||||
Defined benefit plan, transfers between measurement levels | 0 | 0 | |||
Fair Value, Inputs, Level 3 [Member] | |||||
Fair Value Measurements [Line Items] | |||||
Defined benefit plan, transfers between measurement levels | 0 | 0 | |||
Senior Notes [Member] | $400 Million Senior Notes [Member] | |||||
Fair Value Measurements [Line Items] | |||||
Debt instrument face amount | $ 400,000,000 | ||||
Senior Notes [Member] | $400 Million Senior Notes [Member] | Fair Value, Inputs, Level 2 [Member] | |||||
Fair Value Measurements [Line Items] | |||||
Debt instrument fair value | 426,900,000 | 426,900,000 | $ 437,700,000 | ||
Senior Notes [Member] | $250 Million Senior Notes [Member] | |||||
Fair Value Measurements [Line Items] | |||||
Debt instrument face amount | $ 250,000,000 | ||||
Senior Notes [Member] | $250 Million Senior Notes [Member] | Fair Value, Inputs, Level 2 [Member] | |||||
Fair Value Measurements [Line Items] | |||||
Debt instrument fair value | $ 269,700,000 | $ 269,700,000 | $ 268,900,000 |
Fair Value Measurements Schedul
Fair Value Measurements Schedule Of Fair Value Of Assets (Details) - Fair value, measurements, recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | |
Fair Value Measurements [Line Items] | |||
Assets measured at fair value | $ 67,277 | $ 67,754 | |
Money market funds [Member] | Cash and cash equivalents [Member] | |||
Fair Value Measurements [Line Items] | |||
Money market funds, included in cash and cash equivalents, fair value | 50,001 | 50,001 | |
Money market funds [Member] | Investments, employee benefit plans, at fair value [Member] | |||
Fair Value Measurements [Line Items] | |||
Mutual funds and money market funds, fair value | [1] | 1,270 | 1,348 |
Mutual funds [Member] | Investments, employee benefit plans, at fair value [Member] | |||
Fair Value Measurements [Line Items] | |||
Mutual funds and money market funds, fair value | [1] | 16,006 | 16,405 |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value Measurements [Line Items] | |||
Assets measured at fair value | 16,006 | 16,405 | |
Fair Value, Inputs, Level 1 [Member] | Money market funds [Member] | Cash and cash equivalents [Member] | |||
Fair Value Measurements [Line Items] | |||
Money market funds, included in cash and cash equivalents, fair value | 0 | 0 | |
Fair Value, Inputs, Level 1 [Member] | Money market funds [Member] | Investments, employee benefit plans, at fair value [Member] | |||
Fair Value Measurements [Line Items] | |||
Mutual funds and money market funds, fair value | 0 | 0 | |
Fair Value, Inputs, Level 1 [Member] | Mutual funds [Member] | Investments, employee benefit plans, at fair value [Member] | |||
Fair Value Measurements [Line Items] | |||
Mutual funds and money market funds, fair value | [1] | 16,006 | 16,405 |
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value Measurements [Line Items] | |||
Assets measured at fair value | 51,271 | 51,349 | |
Fair Value, Inputs, Level 2 [Member] | Money market funds [Member] | Cash and cash equivalents [Member] | |||
Fair Value Measurements [Line Items] | |||
Money market funds, included in cash and cash equivalents, fair value | 50,001 | 50,001 | |
Fair Value, Inputs, Level 2 [Member] | Money market funds [Member] | Investments, employee benefit plans, at fair value [Member] | |||
Fair Value Measurements [Line Items] | |||
Mutual funds and money market funds, fair value | [1] | 1,270 | 1,348 |
Fair Value, Inputs, Level 2 [Member] | Mutual funds [Member] | Investments, employee benefit plans, at fair value [Member] | |||
Fair Value Measurements [Line Items] | |||
Mutual funds and money market funds, fair value | 0 | 0 | |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value Measurements [Line Items] | |||
Assets measured at fair value | 0 | 0 | |
Fair Value, Inputs, Level 3 [Member] | Money market funds [Member] | Cash and cash equivalents [Member] | |||
Fair Value Measurements [Line Items] | |||
Money market funds, included in cash and cash equivalents, fair value | 0 | 0 | |
Fair Value, Inputs, Level 3 [Member] | Money market funds [Member] | Investments, employee benefit plans, at fair value [Member] | |||
Fair Value Measurements [Line Items] | |||
Mutual funds and money market funds, fair value | 0 | 0 | |
Fair Value, Inputs, Level 3 [Member] | Mutual funds [Member] | Investments, employee benefit plans, at fair value [Member] | |||
Fair Value Measurements [Line Items] | |||
Mutual funds and money market funds, fair value | $ 0 | $ 0 | |
[1] | Included in Investments, employee benefit plans fair value on the consolidated balance sheets. |
Income Taxes Narrative (Details
Income Taxes Narrative (Details) - Continuing Operations [Member] | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Taxes [Line Items] | ||||
Effective income tax rate (percent) | 33.50% | 29.60% | 32.40% | 30.20% |
Federal income tax rate (percent) | 35.00% | 35.00% | 35.00% | 35.00% |
Share-Based Compensation and 56
Share-Based Compensation and Capital Stock Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Share-Based Compensation and Capital Stock [Line Items] | |||||
Stock options granted, shares | 0 | 0 | 498,911 | 700,000 | |
Stock options granted, fair value | $ 6,200,000 | $ 5,700,000 | |||
Aggregate intrinsic value of stock options, outstanding | $ 21,600,000 | 21,600,000 | |||
Aggregate intrinsic value of stock options, exercisable | 18,700,000 | 18,700,000 | |||
Intrinsic value of stock options exercised | 900,000 | $ 3,100,000 | 9,500,000 | 4,400,000 | |
Proceeds from exercise of stock options | $ 700,000 | $ 3,400,000 | $ 6,381,000 | $ 4,984,000 | |
Stock options exercised (in shares) | 30,808 | 131,808 | 263,600 | 190,557 | |
Share-based Compensation Expense | $ 3,400,000 | $ 3,100,000 | $ 9,100,000 | $ 7,900,000 | |
Periodic dividend (in dollars per share) | $ 0.195 | ||||
Cash dividends declared per share (in dollars per share) | $ 0.195 | $ 0.185 | $ 0.585 | $ 0.555 | |
Dividends declared | $ 11,000,000 | $ 10,800,000 | $ 33,500,000 | $ 32,400,000 | |
Common stock purchased under stock repurchase program (in shares) | 1,000,000 | 400,000 | 1,000,000 | 400,000 | |
Stock Repurchased During Period, Value | $ 50,000,000 | $ 18,400,000 | $ 50,000,000 | $ 18,400,000 | |
Shares redeemed for tax withholding for share based compensation (in shares) | 3,512 | 15,834 | 106,265 | 110,579 | |
Payments related to tax withholding for share-based compensation | $ 200,000 | $ 800,000 | $ 6,400,000 | $ 5,300,000 | |
Performance Vested Restricted Stock Units [Member] | |||||
Share-Based Compensation and Capital Stock [Line Items] | |||||
Grants vested (in shares) | 0 | 0 | 42,326 | 28,886 | |
Grants vested, total fair value | $ 1,500,000 | $ 1,400,000 | |||
Grants vested, initial target (in shares) | 38,476 | 18,635 | |||
Grants vested, performance percentage achieved | 110.00% | 155.00% | |||
Increase in shares due to performance percentage achieved (in shares) | 3,850 | [1] | 10,251 | ||
Share-based Compensation Expense | $ 1,000,000 | $ 800,000 | $ 1,600,000 | $ 700,000 | |
Dividends declared | 0 | $ 0 | 500,000 | 400,000 | |
Performance Vested Restricted Stock Units [Member] | Revised estimate of projected achievement of performance conditions [Member] | |||||
Share-Based Compensation and Capital Stock [Line Items] | |||||
Share-based Compensation Expense | $ 400,000 | $ 200,000 | $ (900,000) | ||
Performance Vested Restricted Stock Units [Member] | Minimum [Member] | |||||
Share-Based Compensation and Capital Stock [Line Items] | |||||
Vesting range (percentage) | 0.00% | ||||
Award targets currently estimated to be achieved (percentage) | 0.00% | ||||
Performance Vested Restricted Stock Units [Member] | Maximum [Member] | |||||
Share-Based Compensation and Capital Stock [Line Items] | |||||
Vesting range (percentage) | 200.00% | ||||
Award targets currently estimated to be achieved (percentage) | 180.00% | ||||
[1] | PVRSU units outstanding have been increased by 3,850 units due to the Company exceeding the targeted performance conditions contained in PVRSUs granted in prior periods during the nine months ended September 30, 2015. |
Share-Based Compensation and 57
Share-Based Compensation and Capital Stock Weighted Average Assumptions Of Black-Scholes Option-Pricing Model (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Share-Based Compensation and Capital Stock [Line Items] | ||
Risk-free interest rate (percent) | 1.45% | 1.56% |
Dividend yield (percent) | 1.23% | 1.62% |
Weighted average fair value of options granted (in dollars per share) | $ 12.39 | $ 8.82 |
Stock Options [Member] | ||
Share-Based Compensation and Capital Stock [Line Items] | ||
Expected volatility (percent) | 23.94% | 25.01% |
Expected life of stock option | 4 years 7 months 6 days | 4 years 6 months |
Requisite service period | 4 years | 4 years |
Contractual life of stock option | 7 years | 7 years |
Share-Based Compensation and 58
Share-Based Compensation and Capital Stock Summary Of Activity Related To Restricted Stock Grants (Details) - Restricted Stock [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-Based Compensation and Capital Stock [Line Items] | ||||
Granted - shares | 7,836 | 2,853 | 114,281 | 149,908 |
Weighted average grant date fair value per share (in dollars per share) | $ 51.07 | $ 52.59 | $ 62.45 | $ 46.58 |
Aggregate grant date fair value | $ 400 | $ 150 | $ 7,137 | $ 6,983 |
Restricted shares forfeited | 9,522 | 13,922 | 17,964 | 18,218 |
Vesting service period of shares granted | 36 months | |||
Fair value of shares vested | $ 553 | $ 2,076 | $ 12,292 | $ 10,280 |
Minimum [Member] | ||||
Share-Based Compensation and Capital Stock [Line Items] | ||||
Vesting service period of shares granted | 24 months | 12 months | 12 months | |
Maximum [Member] | ||||
Share-Based Compensation and Capital Stock [Line Items] | ||||
Vesting service period of shares granted | 48 months | 48 months | 48 months |
Share-Based Compensation and 59
Share-Based Compensation and Capital Stock Summary Of Activity Related To PVRSU Grants (Details) - Performance Vested Restricted Stock Units [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-Based Compensation and Capital Stock [Line Items] | ||||
Performance vested restricted stock units granted at target | 0 | 0 | 51,309 | 24,678 |
Weighted average grant date fair value per share (in dollars per share) | $ 60.94 | $ 45.59 | ||
Aggregate grant date fair value | $ 3,126 | $ 1,125 | ||
Stock units forfeited | 6,079 | 3,900 | 6,079 | 3,900 |
Requisite service period | 36 months | |||
Minimum [Member] | ||||
Share-Based Compensation and Capital Stock [Line Items] | ||||
Requisite service period | 36 months | |||
Maximum [Member] | ||||
Share-Based Compensation and Capital Stock [Line Items] | ||||
Requisite service period | 43 months |
Share-Based Compensation and 60
Share-Based Compensation and Capital Stock Summary of Change in Stock-Based Award Activity (Details) - $ / shares | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||
Outstanding, beginning balance - Shares | 1,903,177 | ||||
Granted - Shares | 0 | 0 | 498,911 | 700,000 | |
Exercised - Shares | (30,808) | (131,808) | (263,600) | (190,557) | |
Expired - Shares | 0 | ||||
Forfeited - Shares | (21,437) | ||||
Outstanding, ending balance - Shares | 2,117,051 | 2,100,000 | 2,117,051 | 2,100,000 | |
Options exercisable, ending balance - Shares | 1,022,639 | 1,022,639 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||||
Outstanding, beginning balance - Weighted average exercise price (in dollars per share) | $ 33.03 | ||||
Granted - Weighted average exercise price (in dollars per share) | 63.47 | ||||
Exercised - Weighted average exercise price (in dollars per share) | 24.21 | ||||
Expired - Weighted average exercise price (in dollars per share) | 0 | ||||
Forfeited - Weighted average exercise price (in dollars per share) | 54.91 | ||||
Outstanding, ending balance - Weighted average exercise price (in dollars per share) | $ 41.08 | 41.08 | |||
Options Exercisable, ending balance - Weighted average exercise price (in dollars per share) | $ 29.32 | $ 29.32 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Weighted Average Remaining Contractual Term [Roll Forward] | |||||
Weighted Average Remaining Contractual Term - Outstanding, ending balance | 4 years 2 months 12 days | ||||
Weighted Average Remaining Contractual Term - Options Exercisable, ending balance | 2 years 5 months 16 days | ||||
Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward] | |||||
Outstanding, beginning balance - Shares | 479,556 | ||||
Granted - shares | 7,836 | 2,853 | 114,281 | 149,908 | |
Vested - Shares | (200,360) | ||||
Forfeited - Shares | (9,522) | (13,922) | (17,964) | (18,218) | |
Outstanding, ending balance - Shares | 375,513 | 375,513 | |||
Outstanding, beginning balance - Weighted average grant date fair value (in dollars per share) | $ 40.14 | ||||
Granted - Weighted average grant date fair value (in dollars per share) | $ 51.07 | $ 52.59 | 62.45 | $ 46.58 | |
Vested - Weighted average grant date fair value (in dollars per share) | 38.93 | ||||
Forfeited - Weighted average grant date fair value (in dollars per share) | 45.99 | ||||
Outstanding, ending balance - Weighted average grant date fair value (in dollars per share) | $ 47.30 | $ 47.30 | |||
Performance Vested Restricted Stock Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward] | |||||
Outstanding, beginning balance - Shares | 200,286 | ||||
Granted - shares | 0 | 0 | 51,309 | 24,678 | |
Performance-based leveraging - Shares | 3,850 | [1] | 10,251 | ||
Vested - Shares | 0 | 0 | (42,326) | (28,886) | |
Forfeited - Shares | (6,079) | (3,900) | (6,079) | (3,900) | |
Outstanding, ending balance - Shares | 207,040 | 207,040 | |||
Outstanding, beginning balance - Weighted average grant date fair value (in dollars per share) | $ 38.28 | ||||
Granted - Weighted average grant date fair value (in dollars per share) | 60.94 | $ 45.59 | |||
Performance-Based Leveraging - Weighted average grant date fair value (in dollars per share) | 35.60 | ||||
Vested - Weighted average grant date fair value (in dollars per share) | 35.60 | ||||
Forfeited - Weighted average grant date fair value (in dollars per share) | 32.90 | ||||
Outstanding, ending balance - Weighted average grant date fair value (in dollars per share) | $ 44.55 | $ 44.55 | |||
[1] | PVRSU units outstanding have been increased by 3,850 units due to the Company exceeding the targeted performance conditions contained in PVRSUs granted in prior periods during the nine months ended September 30, 2015. |
Share-Based Compensation and 61
Share-Based Compensation and Capital Stock Pre-Tax Stock-Based Compensation Expenses And Associated Income Tax Benefits (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-Based Compensation and Capital Stock [Line Items] | ||||
Pretax share-based compensation expense | $ 3.4 | $ 3.1 | $ 9.1 | $ 7.9 |
Income tax benefits | 1.3 | 1.1 | 3.4 | 2.9 |
Stock Options [Member] | ||||
Share-Based Compensation and Capital Stock [Line Items] | ||||
Pretax share-based compensation expense | 0.8 | 0.6 | 2.4 | 1.7 |
Restricted Stock [Member] | ||||
Share-Based Compensation and Capital Stock [Line Items] | ||||
Pretax share-based compensation expense | 1.6 | 1.7 | 5.1 | 5.5 |
Performance Vested Restricted Stock Units [Member] | ||||
Share-Based Compensation and Capital Stock [Line Items] | ||||
Pretax share-based compensation expense | $ 1 | $ 0.8 | $ 1.6 | $ 0.7 |
Earnings Per Share Computation
Earnings Per Share Computation Of Basic And Diluted Earnings Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Numerator: | ||||
Net income from continuing operations | $ 41,419 | $ 39,416 | $ 98,826 | $ 96,164 |
Net income from discontinued operations | 0 | (51) | 0 | 1,711 |
Net income | $ 41,419 | $ 39,365 | $ 98,826 | $ 97,875 |
Denominator: | ||||
Basic earnings per share - Continuing operations (in dollars per share) | $ 0.72 | $ 0.67 | $ 1.72 | $ 1.65 |
Basic earnings per share - Discontinued operations (in dollars per share) | 0 | 0 | 0 | 0.03 |
Basic earnings per share (in dollars per share) | $ 0.72 | $ 0.67 | $ 1.72 | $ 1.68 |
Numerator: | ||||
Net income from continuing operations | $ 41,419 | $ 39,416 | $ 98,826 | $ 96,164 |
Net income from discontinued operations | 0 | (51) | 0 | 1,711 |
Net income | $ 41,419 | $ 39,365 | $ 98,826 | $ 97,875 |
Denominator: | ||||
Diluted earnings per share - Continuing operations (in dollars per share) | $ 0.72 | $ 0.67 | $ 1.71 | $ 1.63 |
Diluted earnings per share - Discontinued operations (in dollars per share) | 0 | 0 | 0 | 0.03 |
Diluted earnings per share (in dollars per share) | $ 0.72 | $ 0.67 | $ 1.71 | $ 1.66 |
Basic earnings per share [Member] | ||||
Numerator: | ||||
Net income from continuing operations | $ 41,419 | $ 39,416 | $ 98,826 | $ 96,164 |
Net income from discontinued operations | 0 | (51) | 0 | 1,711 |
Net income | 41,419 | 39,365 | 98,826 | 97,875 |
Income allocated to participating securities | (278) | (343) | (695) | (867) |
Net income available to common shareholders | $ 41,141 | $ 39,022 | $ 98,131 | $ 97,008 |
Denominator: | ||||
Weighted average common shares outstanding – basic | 56,843 | 57,932 | 57,019 | 57,878 |
Numerator: | ||||
Net income from continuing operations | $ 41,419 | $ 39,416 | $ 98,826 | $ 96,164 |
Net income from discontinued operations | 0 | (51) | 0 | 1,711 |
Net income | $ 41,419 | $ 39,365 | $ 98,826 | $ 97,875 |
Denominator: | ||||
Weighted average common shares outstanding – basic | 56,843 | 57,932 | 57,019 | 57,878 |
Diluted earnings per share [Member] | ||||
Numerator: | ||||
Net income from continuing operations | $ 41,419 | $ 39,416 | $ 98,826 | $ 96,164 |
Net income from discontinued operations | 0 | (51) | 0 | 1,711 |
Net income | $ 41,419 | $ 39,365 | $ 98,826 | $ 97,875 |
Denominator: | ||||
Weighted average common shares outstanding – basic | 56,843 | 57,932 | 57,019 | 57,878 |
Numerator: | ||||
Net income from continuing operations | $ 41,419 | $ 39,416 | $ 98,826 | $ 96,164 |
Net income from discontinued operations | 0 | (51) | 0 | 1,711 |
Net income | 41,419 | 39,365 | 98,826 | 97,875 |
Income allocated to participating securities | (277) | (340) | (691) | (862) |
Net income available to common shareholders | $ 41,142 | $ 39,025 | $ 98,135 | $ 97,013 |
Denominator: | ||||
Weighted average common shares outstanding – basic | 56,843 | 57,932 | 57,019 | 57,878 |
Diluted effect of stock options and PVRSUs | 378 | 524 | 479 | 503 |
Weighted average common shares outstanding – diluted | 57,221 | 58,456 | 57,498 | 58,381 |
Earnings Per Share Narrative (D
Earnings Per Share Narrative (Details) - shares | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Outstanding stock options | 2,117,051 | 2,100,000 | 2,117,051 | 2,100,000 | 1,903,177 |
Antidilutive securities excluded from EPS computation | 500,000 | 0 | 500,000 | 0 | |
Performance Vested Restricted Stock Units [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
PVRSUs excluded from EPS calculation due to performance conditions not met | 207,040 | 218,485 |
Condensed Consolidating Stateme
Condensed Consolidating Statement Of Income (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jul. 25, 2012 | |||
REVENUES: | |||||||
Royalty fees | $ 89,929,000 | $ 86,091,000 | $ 233,543,000 | $ 222,301,000 | |||
Initial franchise and relicensing fees | 6,170,000 | 4,299,000 | 17,703,000 | 12,761,000 | |||
Procurement services | 6,271,000 | 5,495,000 | 19,667,000 | 18,293,000 | |||
Marketing and reservation | 134,463,000 | 115,653,000 | 366,298,000 | 309,025,000 | |||
Other | 4,693,000 | 3,630,000 | 11,716,000 | 10,188,000 | |||
Total revenues | 241,526,000 | 215,168,000 | 648,927,000 | 572,568,000 | |||
OPERATING EXPENSES: | |||||||
Selling, general and administrative | 30,152,000 | 30,236,000 | 95,712,000 | 88,329,000 | |||
Marketing and reservation | 134,463,000 | 115,653,000 | 366,298,000 | 309,025,000 | |||
Depreciation and amortization | 3,108,000 | 2,293,000 | 8,793,000 | 6,903,000 | |||
Total operating expenses | 167,723,000 | 148,182,000 | 470,803,000 | 404,257,000 | |||
Operating income | 73,803,000 | 66,986,000 | 178,124,000 | 168,311,000 | |||
OTHER INCOME AND EXPENSES, NET: | |||||||
Interest expense | 10,821,000 | 10,495,000 | 32,057,000 | 31,376,000 | |||
Total other income and expenses, net | 11,535,000 | 11,028,000 | 31,943,000 | 30,591,000 | |||
Income from continuing operations before income taxes | 62,268,000 | 55,958,000 | 146,181,000 | 137,720,000 | |||
Income taxes | 20,849,000 | 16,542,000 | 47,355,000 | 41,556,000 | |||
Income from continuing operations, net of income taxes | 41,419,000 | 39,416,000 | 98,826,000 | 96,164,000 | |||
Income (loss) from discontinued operations, net of income taxes | 0 | (51,000) | 0 | 1,711,000 | |||
Net income | 41,419,000 | 39,365,000 | 98,826,000 | 97,875,000 | |||
Parent [Member] | |||||||
REVENUES: | |||||||
Royalty fees | 84,572,000 | 79,326,000 | 217,723,000 | 203,411,000 | |||
Initial franchise and relicensing fees | 6,040,000 | 4,125,000 | 17,160,000 | 12,144,000 | |||
Procurement services | 6,012,000 | 5,215,000 | 19,118,000 | 17,688,000 | |||
Marketing and reservation | 123,775,000 | 104,093,000 | 334,638,000 | 275,203,000 | |||
Other | 3,377,000 | 3,500,000 | 9,452,000 | 9,798,000 | |||
Total revenues | 223,776,000 | 196,259,000 | 598,091,000 | 518,244,000 | |||
OPERATING EXPENSES: | |||||||
Selling, general and administrative | 32,846,000 | 33,301,000 | 108,250,000 | 101,012,000 | |||
Marketing and reservation | 129,268,000 | 109,086,000 | 349,040,000 | 286,903,000 | |||
Depreciation and amortization | 602,000 | 765,000 | 2,170,000 | 2,272,000 | |||
Total operating expenses | 162,716,000 | 143,152,000 | 459,460,000 | 390,187,000 | |||
Operating income | 61,060,000 | 53,107,000 | 138,631,000 | 128,057,000 | |||
OTHER INCOME AND EXPENSES, NET: | |||||||
Interest expense | 10,682,000 | 10,485,000 | 31,661,000 | 31,356,000 | |||
Equity in earnings of consolidated subsidiaries | (9,350,000) | (10,760,000) | (31,215,000) | (34,874,000) | |||
Other items, net | (76,000) | (263,000) | (622,000) | (988,000) | |||
Total other income and expenses, net | 1,256,000 | (538,000) | (176,000) | (4,506,000) | |||
Income from continuing operations before income taxes | 59,804,000 | 53,645,000 | 138,807,000 | 132,563,000 | |||
Income taxes | 18,385,000 | 14,280,000 | 39,981,000 | 34,688,000 | |||
Income from continuing operations, net of income taxes | 41,419,000 | 39,365,000 | 98,826,000 | 97,875,000 | |||
Income (loss) from discontinued operations, net of income taxes | 0 | 0 | 0 | 0 | |||
Net income | 41,419,000 | 39,365,000 | 98,826,000 | 97,875,000 | |||
Guarantor Subsidiaries [Member] | |||||||
REVENUES: | |||||||
Royalty fees | 28,786,000 | 28,799,000 | 99,306,000 | 89,773,000 | |||
Initial franchise and relicensing fees | 0 | 0 | 0 | 0 | |||
Procurement services | 0 | 0 | 0 | 0 | |||
Marketing and reservation | 126,547,000 | 106,438,000 | 341,274,000 | 274,638,000 | |||
Other | 3,000 | 2,000 | 3,000 | 3,000 | |||
Total revenues | 155,336,000 | 135,239,000 | 440,583,000 | 364,414,000 | |||
OPERATING EXPENSES: | |||||||
Selling, general and administrative | 25,603,000 | 26,249,000 | [1] | 88,962,000 | 81,806,000 | [1] | |
Marketing and reservation | 121,690,000 | 102,108,000 | 328,118,000 | 263,710,000 | |||
Depreciation and amortization | 2,044,000 | 1,383,000 | 5,701,000 | 4,117,000 | |||
Total operating expenses | 149,337,000 | 129,740,000 | [1] | 422,781,000 | 349,633,000 | [1] | |
Operating income | 5,999,000 | 5,499,000 | [1] | 17,802,000 | 14,781,000 | [1] | |
OTHER INCOME AND EXPENSES, NET: | |||||||
Interest expense | 1,000 | 1,000 | 2,000 | 3,000 | |||
Equity in earnings of consolidated subsidiaries | 84,000 | 607,000 | [1] | 462,000 | (1,068,000) | [1] | |
Other items, net | 1,260,000 | 410,000 | 732,000 | (107,000) | |||
Total other income and expenses, net | 1,345,000 | 1,018,000 | [1] | 1,196,000 | (1,172,000) | [1] | |
Income from continuing operations before income taxes | 4,654,000 | 4,481,000 | [1] | 16,606,000 | 15,953,000 | [1] | |
Income taxes | 1,853,000 | 2,562,000 | 7,343,000 | 6,746,000 | |||
Income from continuing operations, net of income taxes | 2,801,000 | 1,919,000 | [1] | 9,263,000 | 9,207,000 | [1] | |
Income (loss) from discontinued operations, net of income taxes | 0 | 0 | [1] | 0 | 0 | [1] | |
Net income | 2,801,000 | 1,919,000 | [1] | 9,263,000 | 9,207,000 | ||
Non-Guarantor Subsidiaries [Member] | |||||||
REVENUES: | |||||||
Royalty fees | 8,660,000 | 10,829,000 | 30,364,000 | 33,711,000 | |||
Initial franchise and relicensing fees | 130,000 | 174,000 | 543,000 | 617,000 | |||
Procurement services | 259,000 | 280,000 | 549,000 | 605,000 | |||
Marketing and reservation | 4,142,000 | 4,981,000 | 11,714,000 | 14,150,000 | |||
Other | 1,313,000 | 128,000 | 2,261,000 | 387,000 | |||
Total revenues | 14,504,000 | 16,392,000 | 45,431,000 | 49,470,000 | |||
OPERATING EXPENSES: | |||||||
Selling, general and administrative | 3,792,000 | 3,549,000 | [1] | 12,350,000 | 10,105,000 | [1] | |
Marketing and reservation | 3,506,000 | 4,318,000 | 10,468,000 | 13,378,000 | |||
Depreciation and amortization | 462,000 | 145,000 | 922,000 | 514,000 | |||
Total operating expenses | 7,760,000 | 8,012,000 | [1] | 23,740,000 | 23,997,000 | [1] | |
Operating income | 6,744,000 | 8,380,000 | [1] | 21,691,000 | 25,473,000 | [1] | |
OTHER INCOME AND EXPENSES, NET: | |||||||
Interest expense | 138,000 | 9,000 | 394,000 | 17,000 | |||
Equity in earnings of consolidated subsidiaries | 0 | 0 | [1] | 0 | 0 | ||
Other items, net | (470,000) | 386,000 | (224,000) | 310,000 | |||
Total other income and expenses, net | (332,000) | 395,000 | [1] | 170,000 | 327,000 | ||
Income from continuing operations before income taxes | 7,076,000 | 7,985,000 | [1] | 21,521,000 | 25,146,000 | [1] | |
Income taxes | 611,000 | (300,000) | 31,000 | 122,000 | |||
Income from continuing operations, net of income taxes | 6,465,000 | 8,285,000 | [1] | 21,490,000 | 25,024,000 | [1] | |
Income (loss) from discontinued operations, net of income taxes | 0 | (51,000) | [1] | 0 | 1,711,000 | [1] | |
Net income | 6,465,000 | 8,234,000 | [1] | 21,490,000 | 26,735,000 | [1] | |
Eliminations [Member] | |||||||
REVENUES: | |||||||
Royalty fees | (32,089,000) | (32,863,000) | (113,850,000) | (104,594,000) | |||
Initial franchise and relicensing fees | 0 | 0 | 0 | 0 | |||
Procurement services | 0 | 0 | 0 | 0 | |||
Marketing and reservation | (120,001,000) | (99,859,000) | (321,328,000) | (254,966,000) | |||
Other | 0 | 0 | 0 | 0 | |||
Total revenues | (152,090,000) | (132,722,000) | (435,178,000) | (359,560,000) | |||
OPERATING EXPENSES: | |||||||
Selling, general and administrative | (32,089,000) | (32,863,000) | (113,850,000) | (104,594,000) | |||
Marketing and reservation | (120,001,000) | (99,859,000) | (321,328,000) | (254,966,000) | |||
Depreciation and amortization | 0 | 0 | 0 | 0 | |||
Total operating expenses | (152,090,000) | (132,722,000) | (435,178,000) | (359,560,000) | |||
Operating income | 0 | 0 | 0 | 0 | |||
OTHER INCOME AND EXPENSES, NET: | |||||||
Interest expense | 0 | 0 | 0 | 0 | |||
Equity in earnings of consolidated subsidiaries | 9,266,000 | 10,153,000 | [1] | 30,753,000 | 35,942,000 | [1] | |
Other items, net | 0 | 0 | 0 | 0 | |||
Total other income and expenses, net | 9,266,000 | 10,153,000 | [1] | 30,753,000 | 35,942,000 | [1] | |
Income from continuing operations before income taxes | (9,266,000) | (10,153,000) | [1] | (30,753,000) | (35,942,000) | [1] | |
Income taxes | 0 | 0 | 0 | 0 | |||
Income from continuing operations, net of income taxes | (9,266,000) | (10,153,000) | [1] | (30,753,000) | (35,942,000) | [1] | |
Income (loss) from discontinued operations, net of income taxes | 0 | 0 | 0 | 0 | |||
Net income | (9,266,000) | (10,153,000) | [1] | (30,753,000) | (35,942,000) | [1] | |
Consolidated [Member] | |||||||
REVENUES: | |||||||
Royalty fees | 89,929,000 | 86,091,000 | 233,543,000 | 222,301,000 | |||
Initial franchise and relicensing fees | 6,170,000 | 4,299,000 | 17,703,000 | 12,761,000 | |||
Procurement services | 6,271,000 | 5,495,000 | 19,667,000 | 18,293,000 | |||
Marketing and reservation | 134,463,000 | 115,653,000 | 366,298,000 | 309,025,000 | |||
Other | 4,693,000 | 3,630,000 | 11,716,000 | 10,188,000 | |||
Total revenues | 241,526,000 | 215,168,000 | 648,927,000 | 572,568,000 | |||
OPERATING EXPENSES: | |||||||
Selling, general and administrative | 30,152,000 | 30,236,000 | 95,712,000 | 88,329,000 | |||
Marketing and reservation | 134,463,000 | 115,653,000 | 366,298,000 | 309,025,000 | |||
Depreciation and amortization | 3,108,000 | 2,293,000 | 8,793,000 | 6,903,000 | |||
Total operating expenses | 167,723,000 | 148,182,000 | 470,803,000 | 404,257,000 | |||
Operating income | 73,803,000 | 66,986,000 | 178,124,000 | 168,311,000 | |||
OTHER INCOME AND EXPENSES, NET: | |||||||
Interest expense | 10,821,000 | 10,495,000 | 32,057,000 | 31,376,000 | |||
Equity in earnings of consolidated subsidiaries | 0 | 0 | 0 | 0 | |||
Other items, net | 714,000 | 533,000 | (114,000) | (785,000) | |||
Total other income and expenses, net | 11,535,000 | 11,028,000 | 31,943,000 | 30,591,000 | |||
Income from continuing operations before income taxes | 62,268,000 | 55,958,000 | 146,181,000 | 137,720,000 | |||
Income taxes | 20,849,000 | 16,542,000 | 47,355,000 | 41,556,000 | |||
Income from continuing operations, net of income taxes | 41,419,000 | 39,416,000 | 98,826,000 | 96,164,000 | |||
Income (loss) from discontinued operations, net of income taxes | 0 | (51,000) | 0 | 1,711,000 | |||
Net income | $ 41,419,000 | $ 39,365,000 | $ 98,826,000 | $ 97,875,000 | |||
Senior Secured Credit Facility [Member] | $350 Million Senior Secured Credit Facility [Member] | |||||||
Condensed Consolidating Financial Statements [Line Items] | |||||||
Debt instrument face amount | $ 350,000,000 | ||||||
[1] | On July 21, 2015, the Company refinanced its existing $350 million senior secured credit facility ("Old Credit Facility") by entering into a new senior unsecured revolving credit agreement ("New Credit Facility"). As a result of this refinancing, certain guarantor subsidiaries under the Old Credit Facility have been released as a guarantor under the New Credit Facility. As a result, the following condensed consolidating financial statements for the prior year periods have been reclassified to reflect the current guarantors under the New Credit Facility. |
Condensed Consolidating State65
Condensed Consolidating Statement Of Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||
Condensed Statement of Income Captions [Line Items] | ||||||
Net income | $ 41,419 | $ 39,365 | $ 98,826 | $ 97,875 | ||
Other comprehensive income (loss), net of tax: | ||||||
Amortization of loss on cash flow hedge | 215 | 215 | 646 | 646 | ||
Foreign currency translation adjustment | (951) | (1,387) | (2,223) | (357) | ||
Other comprehensive income (loss), net of tax | (736) | (1,172) | (1,577) | 289 | ||
Comprehensive income | 40,683 | 38,193 | 97,249 | 98,164 | ||
Parent [Member] | ||||||
Condensed Statement of Income Captions [Line Items] | ||||||
Net income | 41,419 | 39,365 | 98,826 | 97,875 | ||
Other comprehensive income (loss), net of tax: | ||||||
Amortization of loss on cash flow hedge | 215 | 215 | 646 | 646 | ||
Foreign currency translation adjustment | (951) | (1,387) | (2,223) | (357) | ||
Other comprehensive income (loss), net of tax | (736) | (1,172) | (1,577) | 289 | ||
Comprehensive income | 40,683 | 38,193 | 97,249 | 98,164 | ||
Guarantor Subsidiaries [Member] | ||||||
Condensed Statement of Income Captions [Line Items] | ||||||
Net income | 2,801 | 1,919 | [1] | 9,263 | 9,207 | |
Other comprehensive income (loss), net of tax: | ||||||
Amortization of loss on cash flow hedge | 0 | 0 | 0 | 0 | ||
Foreign currency translation adjustment | 0 | 0 | 0 | 0 | ||
Other comprehensive income (loss), net of tax | 0 | 0 | 0 | 0 | ||
Comprehensive income | 2,801 | 1,919 | 9,263 | 9,207 | ||
Non-Guarantor Subsidiaries [Member] | ||||||
Condensed Statement of Income Captions [Line Items] | ||||||
Net income | 6,465 | 8,234 | [1] | 21,490 | 26,735 | [1] |
Other comprehensive income (loss), net of tax: | ||||||
Amortization of loss on cash flow hedge | 0 | 0 | 0 | 0 | ||
Foreign currency translation adjustment | (951) | (1,387) | (2,223) | (357) | ||
Other comprehensive income (loss), net of tax | (951) | (1,387) | (2,223) | (357) | ||
Comprehensive income | 5,514 | 6,847 | [1] | 19,267 | 26,378 | [1] |
Eliminations [Member] | ||||||
Condensed Statement of Income Captions [Line Items] | ||||||
Net income | (9,266) | (10,153) | [1] | (30,753) | (35,942) | [1] |
Other comprehensive income (loss), net of tax: | ||||||
Amortization of loss on cash flow hedge | 0 | 0 | 0 | 0 | ||
Foreign currency translation adjustment | 951 | 1,387 | 2,223 | 357 | ||
Other comprehensive income (loss), net of tax | 951 | 1,387 | 2,223 | 357 | ||
Comprehensive income | (8,315) | (8,766) | [1] | (28,530) | (35,585) | [1] |
Consolidated [Member] | ||||||
Condensed Statement of Income Captions [Line Items] | ||||||
Net income | 41,419 | 39,365 | 98,826 | 97,875 | ||
Other comprehensive income (loss), net of tax: | ||||||
Amortization of loss on cash flow hedge | 215 | 215 | 646 | 646 | ||
Foreign currency translation adjustment | (951) | (1,387) | (2,223) | (357) | ||
Other comprehensive income (loss), net of tax | (736) | (1,172) | (1,577) | 289 | ||
Comprehensive income | $ 40,683 | $ 38,193 | $ 97,249 | $ 98,164 | ||
[1] | On July 21, 2015, the Company refinanced its existing $350 million senior secured credit facility ("Old Credit Facility") by entering into a new senior unsecured revolving credit agreement ("New Credit Facility"). As a result of this refinancing, certain guarantor subsidiaries under the Old Credit Facility have been released as a guarantor under the New Credit Facility. As a result, the following condensed consolidating financial statements for the prior year periods have been reclassified to reflect the current guarantors under the New Credit Facility. |
Condensed Consolidating Balance
Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |||
ASSETS | |||||||
Cash and cash equivalents | $ 199,261 | $ 214,879 | $ 244,392 | $ 167,795 | |||
Receivables, net | 114,623 | 91,681 | |||||
Total current assets | 359,533 | 349,289 | |||||
Property and equipment, at cost, net | 86,786 | 77,309 | |||||
Goodwill | 79,495 | 65,813 | |||||
Franchise rights and other identifiable intangibles, net | 12,181 | 8,912 | |||||
Notes receivable, net of allowances | 73,756 | 40,441 | |||||
Investments, employee benefit plans, at fair value | 17,102 | 17,539 | |||||
Deferred income taxes | 19,899 | 20,546 | |||||
Other assets | 64,010 | 58,068 | |||||
Total assets | 712,762 | 637,917 | |||||
LIABILITIES AND SHAREHOLDERS’ DEFICIT | |||||||
Accounts payable | 59,922 | 57,124 | |||||
Accrued expenses and other current liabilities | 50,683 | 63,530 | |||||
Deferred revenue | 68,439 | 66,382 | |||||
Current portion of long-term debt | 1,706 | 12,349 | |||||
Deferred compensation and retirement plan obligations | 174 | 628 | |||||
Total current liabilities | 191,118 | 200,098 | |||||
Long-term debt | 815,858 | 772,729 | |||||
Deferred compensation and retirement plan obligations | 22,145 | 23,987 | |||||
Deferred income taxes | 1,794 | 0 | |||||
Other liabilities | 82,490 | 69,904 | |||||
Total liabilities | 1,113,405 | 1,066,718 | |||||
Total shareholders’ (deficit) equity | (400,643) | (428,801) | |||||
Total liabilities and shareholders’ deficit | 712,762 | 637,917 | |||||
Parent [Member] | |||||||
ASSETS | |||||||
Cash and cash equivalents | 19,177 | 25,290 | 63,757 | 9,785 | |||
Receivables, net | 104,091 | 82,195 | |||||
Other current assets | 8,625 | 23,027 | |||||
Total current assets | 131,893 | 130,512 | |||||
Property and equipment, at cost, net | 34,886 | 25,300 | |||||
Goodwill | 60,620 | 60,620 | |||||
Franchise rights and other identifiable intangibles, net | 2,932 | 4,380 | |||||
Notes receivable, net of allowances | 17,040 | 11,847 | |||||
Investments, employee benefit plans, at fair value | 0 | 0 | |||||
Investment in affiliates | 458,664 | 424,600 | |||||
Advances to affiliates | 27,870 | 15,670 | |||||
Deferred income taxes | 13,279 | 9,418 | |||||
Other assets | 0 | 0 | |||||
Total assets | 747,184 | 682,347 | |||||
LIABILITIES AND SHAREHOLDERS’ DEFICIT | |||||||
Accounts payable | 13,611 | 15,588 | |||||
Accrued expenses and other current liabilities | 19,367 | 28,719 | |||||
Deferred revenue | 8,742 | 8,467 | |||||
Current portion of long-term debt | 0 | 11,250 | |||||
Deferred compensation and retirement plan obligations | 0 | 0 | |||||
Other current liabilities | 0 | 0 | |||||
Total current liabilities | 41,720 | 64,024 | |||||
Long-term debt | 801,804 | 758,407 | |||||
Deferred compensation and retirement plan obligations | 0 | 0 | |||||
Advances from affiliates | 247,162 | 237,973 | |||||
Deferred income taxes | 0 | ||||||
Other liabilities | 57,141 | 50,744 | |||||
Total liabilities | 1,147,827 | 1,111,148 | |||||
Total shareholders’ (deficit) equity | (400,643) | (428,801) | |||||
Total liabilities and shareholders’ deficit | 747,184 | 682,347 | |||||
Guarantor Subsidiaries [Member] | |||||||
ASSETS | |||||||
Cash and cash equivalents | 27 | 25 | 19 | [1] | 19 | [1] | |
Receivables, net | 1,880 | 1,194 | |||||
Other current assets | 37,707 | 33,585 | |||||
Total current assets | 39,614 | 34,804 | |||||
Property and equipment, at cost, net | 34,550 | 37,675 | |||||
Goodwill | 5,193 | 5,193 | |||||
Franchise rights and other identifiable intangibles, net | 1,014 | 1,479 | |||||
Notes receivable, net of allowances | 38,078 | 27,895 | |||||
Investments, employee benefit plans, at fair value | 17,102 | 17,539 | |||||
Investment in affiliates | 45,605 | 39,231 | [1] | ||||
Advances to affiliates | 219,053 | 213,303 | [1] | ||||
Deferred income taxes | 7,731 | 10,429 | |||||
Other assets | 23,969 | 23,891 | |||||
Total assets | 431,909 | 411,439 | [1] | ||||
LIABILITIES AND SHAREHOLDERS’ DEFICIT | |||||||
Accounts payable | 42,987 | 37,924 | [1] | ||||
Accrued expenses and other current liabilities | 27,177 | 32,649 | |||||
Deferred revenue | 58,868 | 57,339 | |||||
Current portion of long-term debt | 611 | 718 | |||||
Deferred compensation and retirement plan obligations | 174 | 628 | |||||
Other current liabilities | 14,394 | 14,850 | [1] | ||||
Total current liabilities | 144,211 | 144,108 | [1] | ||||
Long-term debt | 3,712 | 3,966 | |||||
Deferred compensation and retirement plan obligations | 22,134 | 23,978 | |||||
Advances from affiliates | 6,783 | 344 | [1] | ||||
Deferred income taxes | 0 | ||||||
Other liabilities | 17,139 | 16,116 | |||||
Total liabilities | 193,979 | 188,512 | [1] | ||||
Total shareholders’ (deficit) equity | 237,930 | 222,927 | [1] | ||||
Total liabilities and shareholders’ deficit | 431,909 | 411,439 | [1] | ||||
Non-Guarantor Subsidiaries [Member] | |||||||
ASSETS | |||||||
Cash and cash equivalents | 180,057 | 189,564 | 180,616 | [1] | 157,991 | [1] | |
Receivables, net | 8,652 | 8,292 | |||||
Other current assets | 3,517 | 1,373 | [1] | ||||
Total current assets | 192,226 | 199,229 | [1] | ||||
Property and equipment, at cost, net | 17,350 | 14,334 | |||||
Goodwill | 13,682 | 0 | |||||
Franchise rights and other identifiable intangibles, net | 8,235 | 3,053 | |||||
Notes receivable, net of allowances | 18,638 | 699 | |||||
Investments, employee benefit plans, at fair value | 0 | 0 | |||||
Investment in affiliates | 0 | 0 | |||||
Advances to affiliates | 11,738 | 20,341 | [1] | ||||
Deferred income taxes | 0 | 699 | |||||
Other assets | 40,041 | 34,177 | |||||
Total assets | 301,910 | 272,532 | [1] | ||||
LIABILITIES AND SHAREHOLDERS’ DEFICIT | |||||||
Accounts payable | 3,324 | 3,612 | [1] | ||||
Accrued expenses and other current liabilities | 4,139 | 2,162 | |||||
Deferred revenue | 829 | 576 | |||||
Current portion of long-term debt | 1,095 | 381 | |||||
Deferred compensation and retirement plan obligations | 0 | 0 | |||||
Other current liabilities | 0 | 491 | [1] | ||||
Total current liabilities | 9,387 | 7,222 | [1] | ||||
Long-term debt | 10,342 | 10,356 | |||||
Deferred compensation and retirement plan obligations | 11 | 9 | |||||
Advances from affiliates | 4,716 | 10,997 | [1] | ||||
Deferred income taxes | 2,905 | ||||||
Other liabilities | 8,210 | 3,044 | |||||
Total liabilities | 35,571 | 31,628 | [1] | ||||
Total shareholders’ (deficit) equity | 266,339 | 240,904 | [1] | ||||
Total liabilities and shareholders’ deficit | 301,910 | 272,532 | [1] | ||||
Eliminations [Member] | |||||||
ASSETS | |||||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | |||
Receivables, net | 0 | 0 | |||||
Other current assets | (4,200) | (15,256) | [1] | ||||
Total current assets | (4,200) | (15,256) | [1] | ||||
Property and equipment, at cost, net | 0 | 0 | |||||
Goodwill | 0 | 0 | |||||
Franchise rights and other identifiable intangibles, net | 0 | 0 | |||||
Notes receivable, net of allowances | 0 | 0 | |||||
Investments, employee benefit plans, at fair value | 0 | 0 | |||||
Investment in affiliates | (504,269) | (463,831) | [1] | ||||
Advances to affiliates | (258,661) | (249,314) | [1] | ||||
Deferred income taxes | (1,111) | 0 | |||||
Other assets | 0 | 0 | |||||
Total assets | (768,241) | (728,401) | [1] | ||||
LIABILITIES AND SHAREHOLDERS’ DEFICIT | |||||||
Accounts payable | 0 | 0 | |||||
Accrued expenses and other current liabilities | 0 | 0 | |||||
Deferred revenue | 0 | 0 | |||||
Current portion of long-term debt | 0 | 0 | |||||
Deferred compensation and retirement plan obligations | 0 | 0 | |||||
Other current liabilities | (4,200) | (15,256) | [1] | ||||
Total current liabilities | (4,200) | (15,256) | [1] | ||||
Long-term debt | 0 | 0 | |||||
Deferred compensation and retirement plan obligations | 0 | 0 | |||||
Advances from affiliates | (258,661) | (249,314) | [1] | ||||
Deferred income taxes | (1,111) | ||||||
Other liabilities | 0 | 0 | |||||
Total liabilities | (263,972) | (264,570) | [1] | ||||
Total shareholders’ (deficit) equity | (504,269) | (463,831) | [1] | ||||
Total liabilities and shareholders’ deficit | (768,241) | (728,401) | [1] | ||||
Consolidated [Member] | |||||||
ASSETS | |||||||
Cash and cash equivalents | 199,261 | 214,879 | $ 244,392 | $ 167,795 | |||
Receivables, net | 114,623 | 91,681 | |||||
Other current assets | 45,649 | 42,729 | |||||
Total current assets | 359,533 | 349,289 | |||||
Property and equipment, at cost, net | 86,786 | 77,309 | |||||
Goodwill | 79,495 | 65,813 | |||||
Franchise rights and other identifiable intangibles, net | 12,181 | 8,912 | |||||
Notes receivable, net of allowances | 73,756 | 40,441 | |||||
Investments, employee benefit plans, at fair value | 17,102 | 17,539 | |||||
Investment in affiliates | 0 | 0 | |||||
Advances to affiliates | 0 | 0 | |||||
Deferred income taxes | 19,899 | 20,546 | |||||
Other assets | 64,010 | 58,068 | |||||
Total assets | 712,762 | 637,917 | |||||
LIABILITIES AND SHAREHOLDERS’ DEFICIT | |||||||
Accounts payable | 59,922 | 57,124 | |||||
Accrued expenses and other current liabilities | 50,683 | 63,530 | |||||
Deferred revenue | 68,439 | 66,382 | |||||
Current portion of long-term debt | 1,706 | 12,349 | |||||
Deferred compensation and retirement plan obligations | 174 | 628 | |||||
Other current liabilities | 10,194 | 85 | |||||
Total current liabilities | 191,118 | 200,098 | |||||
Long-term debt | 815,858 | 772,729 | |||||
Deferred compensation and retirement plan obligations | 22,145 | 23,987 | |||||
Advances from affiliates | 0 | 0 | |||||
Deferred income taxes | 1,794 | ||||||
Other liabilities | 82,490 | 69,904 | |||||
Total liabilities | 1,113,405 | 1,066,718 | |||||
Total shareholders’ (deficit) equity | (400,643) | (428,801) | |||||
Total liabilities and shareholders’ deficit | $ 712,762 | $ 637,917 | |||||
[1] | On July 21, 2015, the Company refinanced its existing $350 million senior secured credit facility ("Old Credit Facility") by entering into a new senior unsecured revolving credit agreement ("New Credit Facility"). As a result of this refinancing, certain guarantor subsidiaries under the Old Credit Facility have been released as a guarantor under the New Credit Facility. As a result, the following condensed consolidating financial statements for the prior year periods have been reclassified to reflect the current guarantors under the New Credit Facility. |
Condensed Consolidating State67
Condensed Consolidating Statement Of Cash Flows (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||
Condensed Consolidating Financial Statements [Line Items] | ||||||
Net cash provided by operating activities | $ 98,773,000 | $ 138,378,000 | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
Investment in property and equipment | (21,810,000) | (11,886,000) | ||||
Proceeds from sales of assets | 6,347,000 | 15,612,000 | ||||
Acquisition, net of cash acquired | (13,269,000) | 0 | ||||
Contributions to equity method investments | (3,811,000) | (14,362,000) | ||||
Distributions from equity method investments | 270,000 | 0 | ||||
Purchases of investments, employee benefit plans | (2,977,000) | (1,520,000) | ||||
Proceeds from sales of investments, employee benefit plans | 2,920,000 | 966,000 | ||||
Issuance of mezzanine and other notes receivable | (25,253,000) | (3,340,000) | ||||
Collections of mezzanine and other notes receivable | 3,697,000 | 9,832,000 | ||||
Other items, net | (9,212,000) | (592,000) | ||||
Net cash used by investing activities | (63,098,000) | (5,290,000) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
Net borrowings pursuant to revolving credit facilities | 162,032,000 | 0 | ||||
Proceeds from issuance of long term debt | 176,000 | 226,000 | ||||
Debt issuance costs | (2,169,000) | 0 | ||||
Principal payments on long-term debt | (130,194,000) | (7,110,000) | ||||
Purchases of treasury stock | (56,450,000) | (23,757,000) | ||||
Dividends paid | (34,173,000) | (32,767,000) | ||||
Excess tax benefits from stock-based compensation | 4,885,000 | 2,297,000 | ||||
Proceeds from exercise of stock options | $ 700,000 | $ 3,400,000 | 6,381,000 | 4,984,000 | ||
Net cash provided (used) by financing activities | (49,512,000) | (56,127,000) | ||||
Net change in cash and cash equivalents | (13,837,000) | 76,961,000 | ||||
Effect of foreign exchange rate changes on cash and cash equivalents | (1,781,000) | (364,000) | ||||
Cash and cash equivalents at beginning of period | 214,879,000 | 167,795,000 | ||||
Cash and cash equivalents at end of period | 199,261,000 | 244,392,000 | 199,261,000 | 244,392,000 | ||
Parent [Member] | ||||||
Condensed Consolidating Financial Statements [Line Items] | ||||||
Net cash provided by operating activities | 67,585,000 | 111,851,000 | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
Investment in property and equipment | (16,114,000) | (5,138,000) | ||||
Proceeds from sales of assets | 93,000 | 27,000 | ||||
Acquisition, net of cash acquired | 0 | |||||
Contributions to equity method investments | 0 | 0 | ||||
Distributions from equity method investments | 0 | |||||
Purchases of investments, employee benefit plans | 0 | 0 | ||||
Proceeds from sales of investments, employee benefit plans | 0 | 0 | ||||
Issuance of mezzanine and other notes receivable | (7,253,000) | (3,340,000) | ||||
Collections of mezzanine and other notes receivable | $ 3,697,000 | 9,832,000 | ||||
Advances to and investment in affiliates | (1,000,000) | |||||
Divestment in affiliates | 0 | |||||
Other items, net | $ (445,000) | (446,000) | ||||
Net cash used by investing activities | (20,022,000) | (65,000) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
Net borrowings pursuant to revolving credit facilities | 162,000,000 | |||||
Proceeds from issuance of long term debt | 0 | 0 | ||||
Debt issuance costs | (2,169,000) | |||||
Principal payments on long-term debt | (129,375,000) | (6,563,000) | ||||
Purchases of treasury stock | (56,450,000) | (23,757,000) | ||||
Dividends paid | (34,173,000) | (32,767,000) | ||||
Excess tax benefits from stock-based compensation | 110,000 | 289,000 | ||||
Proceeds from contributions from affiliates | 0 | 0 | ||||
Distributions to affiliates | 0 | 0 | ||||
Proceeds from exercise of stock options | 6,381,000 | 4,984,000 | ||||
Net cash provided (used) by financing activities | (53,676,000) | (57,814,000) | ||||
Net change in cash and cash equivalents | (6,113,000) | 53,972,000 | ||||
Effect of foreign exchange rate changes on cash and cash equivalents | 0 | 0 | ||||
Cash and cash equivalents at beginning of period | 25,290,000 | 9,785,000 | ||||
Cash and cash equivalents at end of period | 19,177,000 | 63,757,000 | 19,177,000 | 63,757,000 | ||
Guarantor Subsidiaries [Member] | ||||||
Condensed Consolidating Financial Statements [Line Items] | ||||||
Net cash provided by operating activities | 5,935,000 | 14,815,000 | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
Investment in property and equipment | (5,342,000) | (6,324,000) | ||||
Proceeds from sales of assets | 4,661,000 | 516,000 | ||||
Acquisition, net of cash acquired | 0 | |||||
Contributions to equity method investments | (2,771,000) | (8,800,000) | ||||
Distributions from equity method investments | 0 | |||||
Purchases of investments, employee benefit plans | (2,977,000) | (1,520,000) | ||||
Proceeds from sales of investments, employee benefit plans | 2,920,000 | 966,000 | ||||
Issuance of mezzanine and other notes receivable | 0 | 0 | ||||
Collections of mezzanine and other notes receivable | 0 | 0 | ||||
Advances to and investment in affiliates | (8,960,000) | (4,740,000) | ||||
Divestment in affiliates | 2,122,000 | 3,426,000 | ||||
Other items, net | 0 | 0 | ||||
Net cash used by investing activities | (10,347,000) | (16,476,000) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
Net borrowings pursuant to revolving credit facilities | 0 | |||||
Proceeds from issuance of long term debt | 176,000 | 176,000 | ||||
Debt issuance costs | 0 | |||||
Principal payments on long-term debt | (537,000) | (523,000) | ||||
Purchases of treasury stock | 0 | 0 | ||||
Dividends paid | 0 | 0 | ||||
Excess tax benefits from stock-based compensation | 4,775,000 | 2,008,000 | ||||
Proceeds from contributions from affiliates | 0 | 0 | ||||
Distributions to affiliates | 0 | 0 | ||||
Proceeds from exercise of stock options | 0 | 0 | ||||
Net cash provided (used) by financing activities | 4,414,000 | 1,661,000 | ||||
Net change in cash and cash equivalents | 2,000 | 0 | [1] | |||
Effect of foreign exchange rate changes on cash and cash equivalents | 0 | 0 | ||||
Cash and cash equivalents at beginning of period | 25,000 | 19,000 | [1] | |||
Cash and cash equivalents at end of period | 27,000 | 19,000 | [1] | 27,000 | 19,000 | [1] |
Non-Guarantor Subsidiaries [Member] | ||||||
Condensed Consolidating Financial Statements [Line Items] | ||||||
Net cash provided by operating activities | 25,910,000 | 12,369,000 | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
Investment in property and equipment | (354,000) | (424,000) | ||||
Proceeds from sales of assets | 1,593,000 | 15,069,000 | ||||
Acquisition, net of cash acquired | (13,269,000) | |||||
Contributions to equity method investments | (1,040,000) | (5,562,000) | ||||
Distributions from equity method investments | 270,000 | |||||
Purchases of investments, employee benefit plans | 0 | 0 | ||||
Proceeds from sales of investments, employee benefit plans | 0 | 0 | ||||
Issuance of mezzanine and other notes receivable | (18,000,000) | 0 | ||||
Collections of mezzanine and other notes receivable | 0 | 0 | ||||
Advances to and investment in affiliates | 0 | 0 | ||||
Divestment in affiliates | 0 | 0 | ||||
Other items, net | (8,767,000) | (146,000) | ||||
Net cash used by investing activities | (39,567,000) | 8,937,000 | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
Net borrowings pursuant to revolving credit facilities | 32,000 | |||||
Proceeds from issuance of long term debt | 0 | 50,000 | ||||
Debt issuance costs | 0 | |||||
Principal payments on long-term debt | (282,000) | (24,000) | ||||
Purchases of treasury stock | 0 | 0 | ||||
Dividends paid | (657,000) | (657,000) | ||||
Excess tax benefits from stock-based compensation | 0 | 0 | ||||
Proceeds from contributions from affiliates | 8,960,000 | 5,740,000 | ||||
Distributions to affiliates | (2,122,000) | (3,426,000) | ||||
Proceeds from exercise of stock options | 0 | 0 | ||||
Net cash provided (used) by financing activities | 5,931,000 | 1,683,000 | ||||
Net change in cash and cash equivalents | (7,726,000) | 22,989,000 | [1] | |||
Effect of foreign exchange rate changes on cash and cash equivalents | (1,781,000) | (364,000) | ||||
Cash and cash equivalents at beginning of period | 189,564,000 | 157,991,000 | [1] | |||
Cash and cash equivalents at end of period | 180,057,000 | 180,616,000 | [1] | 180,057,000 | 180,616,000 | [1] |
Eliminations [Member] | ||||||
Condensed Consolidating Financial Statements [Line Items] | ||||||
Net cash provided by operating activities | (657,000) | (657,000) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
Investment in property and equipment | 0 | 0 | ||||
Proceeds from sales of assets | 0 | 0 | ||||
Acquisition, net of cash acquired | 0 | |||||
Contributions to equity method investments | 0 | 0 | ||||
Distributions from equity method investments | 0 | |||||
Purchases of investments, employee benefit plans | 0 | 0 | ||||
Proceeds from sales of investments, employee benefit plans | 0 | 0 | ||||
Issuance of mezzanine and other notes receivable | 0 | 0 | ||||
Collections of mezzanine and other notes receivable | 0 | 0 | ||||
Advances to and investment in affiliates | 8,960,000 | 5,740,000 | ||||
Divestment in affiliates | (2,122,000) | (3,426,000) | ||||
Other items, net | 0 | 0 | ||||
Net cash used by investing activities | 6,838,000 | 2,314,000 | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
Net borrowings pursuant to revolving credit facilities | 0 | |||||
Proceeds from issuance of long term debt | 0 | 0 | ||||
Debt issuance costs | 0 | |||||
Principal payments on long-term debt | 0 | 0 | ||||
Purchases of treasury stock | 0 | 0 | ||||
Dividends paid | 657,000 | 657,000 | ||||
Excess tax benefits from stock-based compensation | 0 | 0 | ||||
Proceeds from contributions from affiliates | (8,960,000) | (5,740,000) | ||||
Distributions to affiliates | 2,122,000 | 3,426,000 | ||||
Proceeds from exercise of stock options | 0 | 0 | ||||
Net cash provided (used) by financing activities | (6,181,000) | (1,657,000) | ||||
Net change in cash and cash equivalents | 0 | 0 | ||||
Effect of foreign exchange rate changes on cash and cash equivalents | 0 | 0 | ||||
Cash and cash equivalents at beginning of period | 0 | 0 | ||||
Cash and cash equivalents at end of period | 0 | 0 | 0 | 0 | ||
Consolidated [Member] | ||||||
Condensed Consolidating Financial Statements [Line Items] | ||||||
Net cash provided by operating activities | 98,773,000 | 138,378,000 | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
Investment in property and equipment | (21,810,000) | (11,886,000) | ||||
Proceeds from sales of assets | 6,347,000 | 15,612,000 | ||||
Acquisition, net of cash acquired | (13,269,000) | |||||
Contributions to equity method investments | (3,811,000) | (14,362,000) | ||||
Distributions from equity method investments | 270,000 | |||||
Purchases of investments, employee benefit plans | (2,977,000) | (1,520,000) | ||||
Proceeds from sales of investments, employee benefit plans | 2,920,000 | 966,000 | ||||
Issuance of mezzanine and other notes receivable | (25,253,000) | (3,340,000) | ||||
Collections of mezzanine and other notes receivable | 3,697,000 | 9,832,000 | ||||
Advances to and investment in affiliates | 0 | 0 | ||||
Divestment in affiliates | 0 | 0 | ||||
Other items, net | (9,212,000) | (592,000) | ||||
Net cash used by investing activities | (63,098,000) | (5,290,000) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
Net borrowings pursuant to revolving credit facilities | 162,032,000 | |||||
Proceeds from issuance of long term debt | 176,000 | 226,000 | ||||
Debt issuance costs | (2,169,000) | |||||
Principal payments on long-term debt | (130,194,000) | (7,110,000) | ||||
Purchases of treasury stock | (56,450,000) | (23,757,000) | ||||
Dividends paid | (34,173,000) | (32,767,000) | ||||
Excess tax benefits from stock-based compensation | 4,885,000 | 2,297,000 | ||||
Proceeds from contributions from affiliates | 0 | 0 | ||||
Distributions to affiliates | 0 | 0 | ||||
Proceeds from exercise of stock options | 6,381,000 | 4,984,000 | ||||
Net cash provided (used) by financing activities | (49,512,000) | (56,127,000) | ||||
Net change in cash and cash equivalents | (13,837,000) | 76,961,000 | ||||
Effect of foreign exchange rate changes on cash and cash equivalents | (1,781,000) | (364,000) | ||||
Cash and cash equivalents at beginning of period | 214,879,000 | 167,795,000 | ||||
Cash and cash equivalents at end of period | $ 199,261,000 | $ 244,392,000 | $ 199,261,000 | $ 244,392,000 | ||
[1] | On July 21, 2015, the Company refinanced its existing $350 million senior secured credit facility ("Old Credit Facility") by entering into a new senior unsecured revolving credit agreement ("New Credit Facility"). As a result of this refinancing, certain guarantor subsidiaries under the Old Credit Facility have been released as a guarantor under the New Credit Facility. As a result, the following condensed consolidating financial statements for the prior year periods have been reclassified to reflect the current guarantors under the New Credit Facility. |
Reportable Segment Informatio68
Reportable Segment Information Narrative (Details) | Sep. 30, 2015brand |
Segment Reporting [Abstract] | |
Number of brands | 11 |
Reportable Segment Informatio69
Reportable Segment Information Schedule Of Financial Information For Company's Franchising Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Reportable Segment Information [Line Items] | ||||
Revenues | $ 241,526 | $ 215,168 | $ 648,927 | $ 572,568 |
Operating income (loss) | 73,803 | 66,986 | 178,124 | 168,311 |
Income (loss) from continuing operations before income taxes | 62,268 | 55,958 | 146,181 | 137,720 |
Franchising [Member] | ||||
Reportable Segment Information [Line Items] | ||||
Revenues | 240,067 | 215,076 | 646,454 | 572,355 |
Operating income (loss) | 87,011 | 82,525 | 221,041 | 211,946 |
Income (loss) from continuing operations before income taxes | 87,340 | 81,946 | 219,934 | 211,368 |
SkyTouch Technology [Member] | ||||
Reportable Segment Information [Line Items] | ||||
Revenues | 313 | 92 | 806 | 213 |
Operating income (loss) | (4,339) | (4,928) | (14,228) | (12,794) |
Income (loss) from continuing operations before income taxes | (4,339) | (4,928) | (14,228) | (12,794) |
Corporate & Other [Member] | ||||
Reportable Segment Information [Line Items] | ||||
Revenues | 1,146 | 0 | 1,667 | 0 |
Operating income (loss) | (8,869) | (10,611) | (28,689) | (30,841) |
Income (loss) from continuing operations before income taxes | $ (20,733) | $ (21,060) | $ (59,525) | $ (60,854) |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Sep. 30, 2015 | Sep. 04, 2015 | Nov. 15, 2013 | Oct. 09, 2012 |
Commitments and Contingencies [Line Items] | ||||
Bank loan issued to business associate, partially guaranteed by parent | $ 13,300,000 | $ 46,200,000 | $ 18,000,000 | |
Bank loan issued to business associate, percentage guaranteed by parent | 25.00% | 25.00% | ||
Maximum exposure under guaranty | $ 1,800,000 | $ 11,600,000 | $ 4,500,000 | |
Reimbursement and guaranty agreement, percentage to be reimbursed | 75.00% | |||
Forgivable notes receivable [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Other commitment | $ 76,100,000 | |||
Other commitment, due in next twelve months | 11,500,000 | |||
Capital contributions to joint ventures [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Other commitment, due in next twelve months | $ 2,100,000 |
Transactions with Unconsolida71
Transactions with Unconsolidated Joint Ventures (Details) - Member of unconsolidated joint venture [Member] - USD ($) $ in Millions | 1 Months Ended | |
Aug. 31, 2015 | May. 31, 2015 | |
Related Party Transaction [Line Items] | ||
Promissory note extended to related party | $ 23.8 | $ 1.5 |
Additional loan amount contingent upon certain conditions | $ 4 | |
Additional loan amount | $ 0.6 |
Acquisition - Narrative (Detai
Acquisition - Narrative (Details) - USD ($) $ in Thousands | Aug. 11, 2015 | Sep. 30, 2015 | Sep. 30, 2014 |
Business Acquisition [Line Items] | |||
Cash paid, net of cash acquired | $ 13,269 | $ 0 | |
Maxxton Holding B.V. (“MHB”) [Member] | |||
Business Acquisition [Line Items] | |||
Voting equity interest acquired (percent) | 100.00% | ||
Total consideration for acquisition | $ 23,600 | ||
Cash paid, net of cash acquired | 13,269 | ||
Deferred purchase price payable | (6,813) | ||
Liabilities assumed | $ (3,528) | ||
Deferred purchase price payment period | 5 years | ||
Variable compensation arrangement term | 5 years | ||
Total expected compensation under variable compensation arrangement | $ 13,600 |
Acquisition - Preliminary Fair
Acquisition - Preliminary Fair Value Allocation of Assets and Liabilities (Details) - USD ($) $ in Thousands | Aug. 11, 2015 | Sep. 30, 2015 | Sep. 30, 2014 |
Business Acquisition [Line Items] | |||
Cash paid, net of cash acquired | $ 13,269 | $ 0 | |
Maxxton Holding B.V. (“MHB”) [Member] | |||
Business Acquisition [Line Items] | |||
Tangible assets | $ 2,674 | ||
Intangible assets | 20,936 | ||
Total assets acquired | 23,610 | ||
Deferred purchase price | (6,813) | ||
Liabilities assumed | (3,528) | ||
Cash paid, net of cash acquired | $ 13,269 |
Acquisition - Fair Value of Acq
Acquisition - Fair Value of Acquired Intangible Assets (Details) - Maxxton Holding B.V. (“MHB”) [Member] $ in Thousands | Aug. 11, 2015USD ($) |
Business Acquisition [Line Items] | |
Estimated fair value of intangible assets | $ 20,936 |
Customer contracts | |
Business Acquisition [Line Items] | |
Estimated fair value of intangible assets | 5,165 |
Trademarks | |
Business Acquisition [Line Items] | |
Estimated fair value of intangible assets | $ 440 |
Estimated useful lives of acquired intangible assets | 8 years |
Developed technology | |
Business Acquisition [Line Items] | |
Estimated fair value of intangible assets | $ 1,649 |
Estimated useful lives of acquired intangible assets | 6 years |
Goodwill | |
Business Acquisition [Line Items] | |
Estimated fair value of intangible assets | $ 13,682 |
Minimum [Member] | Customer contracts | |
Business Acquisition [Line Items] | |
Estimated useful lives of acquired intangible assets | 5 years |
Maximum [Member] | Customer contracts | |
Business Acquisition [Line Items] | |
Estimated useful lives of acquired intangible assets | 12 years |
Discontinued Operations Narrati
Discontinued Operations Narrative (Details) - MainStay Suites [Member] | 3 Months Ended |
Mar. 31, 2014hotel | |
Discontinued Operations [Line Items] | |
Company-owned hotels approved to be sold | 3 |
Company-owned hotels | 3 |
Discontinued Operations Summari
Discontinued Operations Summarized Financial Information Related to the Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Revenues | |||||
Hotel operations | $ 0 | $ 0 | $ 0 | $ 801 | |
Total revenues | 0 | 0 | 0 | 801 | |
Expenses | |||||
Hotel operations | 0 | 52 | 0 | 884 | |
Total operating expenses | 0 | 52 | 0 | 884 | |
Operating income (loss) | 0 | (52) | 0 | (83) | |
Gain (loss) on disposal of discontinued operations | 0 | (30) | 0 | 2,803 | |
Income (loss) from discontinued operations before income taxes | 0 | (82) | 0 | 2,720 | |
Income taxes | 0 | (31) | 0 | 1,009 | |
Income (loss) from discontinued operations | 0 | $ (51) | 0 | $ 1,711 | |
Total assets | 0 | 0 | $ 0 | ||
Accounts payable | 0 | 0 | 45 | ||
Income taxes payable | 0 | 0 | 994 | ||
Total liabilities | 0 | 0 | 1,039 | ||
Net assets (liabilities) of discontinued operations | $ 0 | $ 0 | $ (1,039) |