Condensed Consolidating Financial Statements | Condensed Consolidating Financial Statements The Company’s Senior Notes due 2020 and 2022 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. Investments in subsidiaries are accounted for under the equity method of accounting. On July 21, 2015 , the Company refinanced its existing $350 million senior credit facility ("Old Credit Facility") by entering into a new senior unsecured revolving credit facility ("New Credit Facility"). As a result of this refinancing, certain guarantor subsidiaries under the Old Credit Facility have been released as guarantor under the New Credit Facility and the Senior Notes due 2020 and 2022. As a result the following condensed consolidating financial statements for the prior year periods have been recast to reflect the guarantors under the New Credit Facility. Choice Hotels International, Inc. Condensed Consolidating Statement of Income For the Year Ended December 31, 2015 (in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated REVENUES: Royalty fees $ 280,739 $ 134,944 $ 46,055 $ (160,230 ) $ 301,508 Initial franchise and relicensing fees 23,934 — 746 — 24,680 Procurement services 26,387 — 684 — 27,071 Marketing and reservation 446,358 454,916 15,827 (428,338 ) 488,763 Other items 13,744 — 4,203 (91 ) 17,856 Total revenues 791,162 589,860 67,515 (588,659 ) 859,878 OPERATING EXPENSES: Selling, general and administrative 154,591 120,800 19,184 (160,321 ) 134,254 Marketing and reservation 464,439 437,378 15,284 (428,338 ) 488,763 Depreciation and amortization 2,405 7,595 1,542 — 11,542 Total operating expenses 621,435 565,773 36,010 (588,659 ) 634,559 Operating income 169,727 24,087 31,505 — 225,319 OTHER INCOME AND EXPENSES, NET: Interest expense 42,276 2 555 — 42,833 Equity in earnings of consolidated subsidiaries (45,155 ) 373 — 44,782 — Other items, net (957 ) 198 (740 ) — (1,499 ) Other income and expenses, net (3,836 ) 573 (185 ) 44,782 41,334 Income from continuing operations before income taxes 173,563 23,514 31,690 (44,782 ) 183,985 Income taxes 45,534 10,351 71 — 55,956 Income from from continuing operations, net of income taxes 128,029 13,163 31,619 (44,782 ) 128,029 Income from discontinued operations, net of income taxes — — — — — Net income $ 128,029 $ 13,163 $ 31,619 $ (44,782 ) $ 128,029 Choice Hotels International, Inc. Condensed Consolidating Statement of Income For the Year Ended December 31, 2014 (in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated REVENUES: Royalty fees $ 262,540 $ 121,295 $ 44,357 $ (140,654 ) $ 287,538 Initial franchise and relicensing fees 18,753 — 728 — 19,481 Procurement services 22,959 23 837 — 23,819 Marketing and reservation 367,726 369,359 18,783 (343,249 ) 412,619 Other items 13,758 16 739 — 14,513 Total revenues 685,736 490,693 65,444 (483,903 ) 757,970 OPERATING EXPENSES: Selling, general and administrative 137,759 110,504 13,809 (140,654 ) 121,418 Marketing and reservation 383,584 354,342 17,942 (343,249 ) 412,619 Depreciation and amortization 3,038 5,679 648 — 9,365 Total operating expenses 524,381 470,525 32,399 (483,903 ) 543,402 Operating income 161,355 20,168 33,045 — 214,568 OTHER INCOME AND EXPENSES, NET: Interest expense 41,454 3 29 — 41,486 Equity in earnings of consolidated subsidiaries (45,426 ) (765 ) — 46,191 — Other items, net (1,465 ) 567 222 — (676 ) Other income and expenses, net (5,437 ) (195 ) 251 46,191 40,810 Income from continuing operations before income taxes 166,792 20,363 32,794 (46,191 ) 173,758 Income taxes 43,632 7,922 731 — 52,285 Income from continuing operations, net of income taxes 123,160 12,441 32,063 (46,191 ) 121,473 Income from discontinued operations, net of income taxes — — 1,687 — 1,687 Net income $ 123,160 $ 12,441 $ 33,750 $ (46,191 ) $ 123,160 Choice Hotels International, Inc. Condensed Consolidating Statement of Income For the Year Ended December 31, 2013 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Eliminations Consolidated REVENUES: Royalty fees $ 243,272 $ 112,215 $ 43,967 $ (131,642 ) $ 267,812 Initial franchise and relicensing fees 17,432 — 1,254 — 18,686 Procurement services 19,864 — 804 — 20,668 Marketing and reservation 362,459 350,134 19,327 (324,287 ) 407,633 Other items 8,834 — 1,017 — 9,851 Total revenues 651,861 462,349 66,369 (455,929 ) 724,650 OPERATING EXPENSES: Selling, general and administrative 128,966 100,821 13,568 (131,642 ) 111,713 Marketing and reservation 377,884 336,498 17,538 (324,287 ) 407,633 Depreciation and amortization 3,100 5,087 869 — 9,056 Total operating expenses 509,950 442,406 31,975 (455,929 ) 528,402 Operating income 141,911 19,943 34,394 — 196,248 OTHER INCOME AND EXPENSES, NET: Interest expense 42,418 113 6 — 42,537 Equity in earnings of consolidated subsidiaries (47,362 ) (288 ) — 47,650 — Other items, net (2,406 ) (1,532 ) (1,023 ) — (4,961 ) Other income and expenses, net (7,350 ) (1,707 ) (1,017 ) 47,650 37,576 Income from continuing operations before income taxes 149,261 21,650 35,411 (47,650 ) 158,672 Income taxes 35,552 8,897 873 — 45,322 Income from continuing operations, net of income taxes 113,709 12,753 34,538 (47,650 ) 113,350 Income from discontinued operations, net of income taxes — — 359 — 359 Net income $ 113,709 $ 12,753 $ 34,897 $ (47,650 ) $ 113,709 Choice Hotels International, Inc. Condensed Consolidating Statement of Comprehensive Income For the Year Ended December 31, 2015 (in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net income $ 128,029 $ 13,163 $ 31,619 $ (44,782 ) $ 128,029 Other comprehensive income (loss), net of tax: Amortization of loss on cash flow hedge 862 — — — 862 Foreign currency translation adjustment (2,669 ) — (2,669 ) 2,669 (2,669 ) Other comprehensive income (loss), net of tax (1,807 ) — (2,669 ) 2,669 (1,807 ) Comprehensive income $ 126,222 $ 13,163 $ 28,950 $ (42,113 ) $ 126,222 Choice Hotels International, Inc. Condensed Consolidating Statement of Comprehensive Income For the Year Ended December 31, 2014 (in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net income $ 123,160 $ 12,441 $ 33,750 $ (46,191 ) $ 123,160 Other comprehensive income (loss), net of tax: Amortization of loss on cash flow hedge 861 — — — 861 Foreign currency translation adjustment (1,615 ) — (1,615 ) 1,615 (1,615 ) Other comprehensive income (loss), net of tax (754 ) — (1,615 ) 1,615 (754 ) Comprehensive income $ 122,406 $ 12,441 $ 32,135 $ (44,576 ) $ 122,406 Choice Hotels International, Inc. Condensed Consolidating Statement of Comprehensive Income For the Year Ended December 31, 2013 (in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net income $ 113,709 $ 12,753 $ 34,897 $ (47,650 ) $ 113,709 Other comprehensive income (loss), net of tax: Amortization of loss on cash flow hedge 862 — — — 862 Foreign currency translation adjustment (2,863 ) — (2,863 ) 2,863 (2,863 ) Other comprehensive income (loss), net of tax (2,001 ) — (2,863 ) 2,863 (2,001 ) Comprehensive income $ 111,708 $ 12,753 $ 32,034 $ (44,787 ) $ 111,708 Choice Hotels International, Inc. Condensed Consolidating Balance Sheet As of December 31, 2015 (in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated ASSETS Cash and cash equivalents $ 13,529 $ 19 $ 179,893 $ — $ 193,441 Receivables, net 79,381 1,132 8,992 (153 ) 89,352 Other current assets 19,029 14,176 5,331 (10,376 ) 28,160 Total current assets 111,939 15,327 194,216 (10,529 ) 310,953 Property and equipment, at cost, net 37,857 33,575 16,726 — 88,158 Goodwill 60,620 5,193 13,514 — 79,327 Franchise rights and other identifiable intangibles, net 2,965 1,013 7,970 — 11,948 Notes receivable, net of allowances 18,866 38,957 24,749 — 82,572 Investments, employee benefit plans, at fair value — 17,674 — — 17,674 Investments in affiliates 473,448 37,182 — (510,630 ) — Advances to affiliates 17,144 212,773 7,789 (237,706 ) — Deferred income taxes 10,664 33,936 — (2,166 ) 42,434 Other assets 319 45,383 38,348 (106 ) 83,944 Total assets $ 733,822 $ 441,013 $ 303,312 $ (761,137 ) $ 717,010 LIABILITIES AND SHAREHOLDERS’ DEFICIT Accounts payable $ 12,359 $ 48,238 $ 3,987 $ (153 ) $ 64,431 Accrued expenses and other current liabilities 29,099 45,601 6,378 (10,271 ) 70,807 Deferred revenue 8,749 61,890 1,053 (105 ) 71,587 Current portion of long-term debt — 430 761 — 1,191 Total current liabilities 50,207 156,159 12,179 (10,529 ) 208,016 Long-term debt 799,212 3,712 10,021 — 812,945 Deferred compensation & retirement plan obligations — 22,849 10 — 22,859 Advances from affiliates 235,629 257 1,820 (237,706 ) — Other liabilities 44,673 15,755 10,933 (2,272 ) 69,089 Total liabilities 1,129,721 198,732 34,963 (250,507 ) 1,112,909 Total shareholders’ (deficit) equity (395,899 ) 242,281 268,349 (510,630 ) (395,899 ) Total liabilities and shareholders’ deficit $ 733,822 $ 441,013 $ 303,312 $ (761,137 ) $ 717,010 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 21,035 12,318 772 (15,256 ) 18,869 Total current assets 128,520 13,537 198,628 (15,256 ) 325,429 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 Investments in affiliates 424,600 39,231 — (463,831 ) — Advances to affiliates 15,670 213,303 20,341 (249,314 ) — Deferred income taxes 11,410 31,696 1,300 — 44,406 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 and other current liabilities 28,719 48,127 2,653 (15,256 ) 64,243 Deferred revenue 8,467 57,339 576 — 66,382 Current portion of long-term debt 11,250 718 381 — 12,349 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 & 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 Year Ended December 31, 2015 (in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net cash provided by operating activities $ 100,643 $ 18,719 $ 41,167 $ (657 ) $ 159,872 CASH FLOWS FROM INVESTING ACTIVITIES: Investment in property and equipment (20,242 ) (6,952 ) (571 ) — (27,765 ) Acquisitions, net of cash acquired — — (13,269 ) — (13,269 ) Proceeds from sale of assets 93 4,661 1,593 — 6,347 Contributions to equity method investments — (22,205 ) (1,532 ) — (23,737 ) Distributions from equity method investments — — 518 — 518 Issuance of mezzanine and other notes receivable (12,753 ) — (24,131 ) — (36,884 ) Collections of mezzanine and other notes receivable 4,849 — — — 4,849 Purchases of investments, employee benefit plans — (3,220 ) — — (3,220 ) Proceeds from sales of investments, employee benefit plans — 3,170 — — 3,170 Advances to and investments in affiliates — (9,418 ) — 9,418 — Divestment in affiliates — 10,735 — (10,735 ) — Other items, net (889 ) (49 ) (8,881 ) — (9,819 ) Net cash used in investing activities (28,942 ) (23,278 ) (46,273 ) (1,317 ) (99,810 ) CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings (repayments) pursuant to revolving credit facilities 159,000 — (133 ) — 158,867 Principal payments on long-term debt (129,374 ) (718 ) (409 ) — (130,501 ) Proceeds from the issuance of long-term debt — 176 — — 176 Purchase of treasury stock (72,873 ) — — — (72,873 ) Excess tax benefits from stock-based compensation 112 5,095 — — 5,207 Proceeds from exercise of stock options 7,056 — — — 7,056 Debt issuance costs (2,169 ) — — — (2,169 ) Proceeds from contributions from affiliates — — 9,418 (9,418 ) — Distributions to affiliates — — (10,735 ) 10,735 — Dividends paid (45,214 ) — (657 ) 657 (45,214 ) Net cash provided from (used in) financing activities (83,462 ) 4,553 (2,516 ) 1,974 (79,451 ) Net change in cash and cash equivalents (11,761 ) (6 ) (7,622 ) — (19,389 ) Effect of foreign exchange rate changes on cash and cash equivalents — — (2,049 ) — (2,049 ) Cash and cash equivalents at beginning of period 25,290 25 189,564 — 214,879 Cash and cash equivalents at end of period $ 13,529 $ 19 $ 179,893 $ — $ 193,441 Choice Hotels International, Inc. Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2014 (in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net cash provided by operating activities $ 140,738 $ 21,099 $ 22,711 $ (657 ) $ 183,891 CASH FLOWS FROM INVESTING ACTIVITIES: Investment in property and equipment (11,234 ) (9,134 ) (578 ) — (20,946 ) Proceeds from sale of assets 27 516 15,069 — 15,612 Contributions to equity method investments — (11,390 ) (6,399 ) — (17,789 ) Issuance of mezzanine and other notes receivable (3,340 ) — — — (3,340 ) Collections of mezzanine and other notes receivable 11,289 — — — 11,289 Purchases of investments, employee benefit plans — (2,794 ) — — (2,794 ) Proceeds from sales of investments, employee benefit plans — 964 — — 964 Advances to and investments in affiliates (1,000 ) (5,578 ) — 6,578 — Divestment in affiliates — 3,426 — (3,426 ) — Other items, net (496 ) — (146 ) — (642 ) Net cash provided from (used in) investing activities (4,754 ) (23,990 ) 7,946 3,152 (17,646 ) CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments on long-term debt (9,375 ) (701 ) (32 ) — (10,108 ) Proceeds from the issuance of long-term debt — 176 74 — 250 Purchase of treasury stock (77,972 ) — — — (77,972 ) Excess tax benefits from stock-based compensation 299 3,422 — — 3,721 Proceeds from exercise of stock options 10,098 — — — 10,098 Proceeds from contributions from affiliates — — 6,578 (6,578 ) — Distributions to affiliates — — (3,426 ) 3,426 — Dividends paid (43,529 ) — (657 ) 657 (43,529 ) Net cash provided from (used in) financing activities (120,479 ) 2,897 2,537 (2,495 ) (117,540 ) Net change in cash and cash equivalents 15,505 6 33,194 — 48,705 Effect of foreign exchange rate changes on cash and cash equivalents — — (1,621 ) — (1,621 ) Cash and cash equivalents at beginning of period 9,785 19 157,991 — 167,795 Cash and cash equivalents at end of period $ 25,290 $ 25 $ 189,564 $ — 214,879 Choice Hotels International, Inc. Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2013 (in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net cash provided by operating activities $ 91,745 $ 26,925 $ 36,813 $ (1,570 ) $ 153,913 CASH FLOWS FROM INVESTING ACTIVITIES: Investment in property and equipment (5,167 ) (27,863 ) (367 ) — (33,397 ) Contributions to equity method investments — (2,401 ) (3,284 ) — (5,685 ) Issuance of mezzanine and other notes receivable (1,095 ) — — — (1,095 ) Collections of mezzanine and other notes receivable 9,748 — — — 9,748 Purchases of investments, employee benefit plans — (2,676 ) — — (2,676 ) Proceeds from sales of investments, employee benefit plans — 4,168 — — 4,168 Advances to and investments in affiliates (1,000 ) (2,284 ) — 3,284 — Other items, net (485 ) — — — (485 ) Net cash provided from (used in) investing activities 2,001 (31,056 ) (3,651 ) 3,284 (29,422 ) CASH FLOWS FROM FINANCING ACTIVITIES: Net repayments pursuant to revolving credit facilities (57,000 ) — — — (57,000 ) Principal payments on long-term debt (7,500 ) (671 ) (33 ) — (8,204 ) Proceeds from the issuance of long-term debt — 3,360 — — 3,360 Purchase of treasury stock (3,965 ) — — — (3,965 ) Excess tax benefits from stock-based compensation 19 1,441 — — 1,460 Proceeds from exercise of stock options 8,864 — — — 8,864 Proceeds from contributions from affiliates — — 3,284 (3,284 ) — Dividends paid (32,799 ) — (1,570 ) 1,570 (32,799 ) Net cash provided from (used in) financing activities (92,381 ) 4,130 1,681 (1,714 ) (88,284 ) Net change in cash and cash equivalents 1,365 (1 ) 34,843 — 36,207 Effect of foreign exchange rate changes on cash and cash equivalents — — (2,589 ) — (2,589 ) Cash and cash equivalents at beginning of period 8,420 20 125,737 — 134,177 Cash and cash equivalents at end of period $ 9,785 $ 19 $ 157,991 $ — $ 167,795 |