Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2017shares | |
Document and Entity Information [Abstract] | |
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 | Jun. 30, 2017 |
Document Fiscal Year Focus | 2,017 |
Document Fiscal Period Focus | Q2 |
Amendment Flag | false |
Entity Common Stock, Shares Outstanding | 56,496,652 |
Consolidated Statements of Inco
Consolidated Statements of Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
REVENUES: | ||||
Royalty fees | $ 92,486 | $ 86,195 | $ 161,475 | $ 151,054 |
Initial franchise and relicensing fees | 6,981 | 5,706 | 11,987 | 10,862 |
Procurement services | 11,068 | 10,308 | 17,544 | 16,104 |
Marketing and reservation system | 158,035 | 133,814 | 267,510 | 260,175 |
Other | 8,229 | 5,728 | 16,181 | 10,674 |
Total revenues | 276,799 | 241,751 | 474,697 | 448,869 |
OPERATING EXPENSES: | ||||
Selling, general and administrative | 38,208 | 40,039 | 71,054 | 75,158 |
Depreciation and amortization | 3,050 | 2,956 | 6,120 | 5,721 |
Marketing and reservation system | 158,035 | 133,814 | 267,510 | 260,175 |
Total operating expenses | 199,293 | 176,809 | 344,684 | 341,054 |
Operating income | 77,506 | 64,942 | 130,013 | 107,815 |
OTHER INCOME AND EXPENSES, NET: | ||||
Interest expense | 11,280 | 11,224 | 22,485 | 22,316 |
Interest income | (1,438) | (827) | (2,702) | (1,666) |
Other (gains) losses | (576) | (321) | (1,473) | (259) |
Equity in net (income) loss of affiliates | 859 | (744) | 2,939 | 1,436 |
Total other income and expenses, net | 10,125 | 9,332 | 21,249 | 21,827 |
Income before income taxes | 67,381 | 55,610 | 108,764 | 85,988 |
Income taxes | 22,386 | 16,788 | 35,025 | 26,003 |
Net income | $ 44,995 | $ 38,822 | $ 73,739 | $ 59,985 |
Basic earnings per share (in dollars per share) | $ 0.80 | $ 0.69 | $ 1.31 | $ 1.06 |
Diluted earnings per share (in dollars per share) | 0.79 | 0.68 | 1.30 | 1.06 |
Cash dividends declared per share (in dollars per share) | $ 0.215 | $ 0.205 | $ 0.43 | $ 0.41 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 44,995 | $ 38,822 | $ 73,739 | $ 59,985 |
Other comprehensive income, net of tax: | ||||
Amortization of loss on cash flow hedge | 216 | 216 | 431 | 431 |
Foreign currency translation adjustment | 1,423 | (629) | 1,991 | 899 |
Other comprehensive income (loss), net of tax | 1,639 | (413) | 2,422 | 1,330 |
Comprehensive income | $ 46,634 | $ 38,409 | $ 76,161 | $ 61,315 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 197,957 | $ 202,463 |
Receivables (net of allowance for doubtful accounts of $9,945 and $8,557, respectively) | 146,653 | 107,336 |
Income taxes receivable | 59 | 316 |
Notes receivable, net of allowance | 10,362 | 7,873 |
Other current assets | 25,196 | 26,885 |
Total current assets | 380,227 | 344,873 |
Property and equipment, at cost, net | 83,134 | 84,061 |
Goodwill | 80,036 | 78,905 |
Intangible assets, net | 15,101 | 15,738 |
Notes receivable, net of allowances | 132,004 | 110,608 |
Investments, employee benefit plans, at fair value | 19,451 | 16,975 |
Investments in unconsolidated entities | 131,722 | 94,839 |
Deferred income taxes | 54,030 | 52,812 |
Other assets | 52,268 | 53,657 |
Total assets | 947,973 | 852,468 |
Current liabilities | ||
Accounts payable | 67,736 | 48,071 |
Accrued expenses and other current liabilities | 65,837 | 80,388 |
Deferred revenue | 135,350 | 133,218 |
Current portion of long-term debt | 1,302 | 1,195 |
Income taxes payable | 6,136 | 796 |
Total current liabilities | 276,361 | 263,668 |
Long-term debt | 862,965 | 839,409 |
Deferred compensation and retirement plan obligations | 23,927 | 21,595 |
Deferred income taxes | 0 | 292 |
Other liabilities | 37,337 | 38,853 |
Total liabilities | 1,200,590 | 1,163,817 |
Commitments and Contingencies | ||
SHAREHOLDERS' DEFICIT | ||
Common stock, $0.01 par value, 160,000,000 shares authorized; 95,065,638 shares issued at June 30, 2017 and December 31, 2016 and 56,496,652 and 56,299,949 shares outstanding at June 30, 2017 and December 31, 2016, respectively | 951 | 951 |
Additional paid-in-capital | 164,812 | 159,045 |
Accumulated other comprehensive loss | (6,100) | (8,522) |
Treasury stock (38,568,986 and 38,765,689 shares at June 30, 2017 and December 31, 2016, respectively), at cost | (1,069,241) | (1,070,383) |
Retained earnings | 656,961 | 607,560 |
Total shareholders’ deficit | (252,617) | (311,349) |
Total liabilities and shareholders’ deficit | $ 947,973 | $ 852,468 |
Consolidated Balance Sheets (U5
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Receivables, allowance for doubtful accounts | $ 9,945 | $ 8,557 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 160,000,000 | 160,000,000 |
Common stock, shares issued (in shares) | 95,065,638 | 95,065,638 |
Common stock, shares outstanding (in shares) | 56,496,652 | 56,299,949 |
Treasury stock, shares (in shares) | 38,568,986 | 38,765,689 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 73,739 | $ 59,985 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 6,120 | 5,721 |
Loss on disposal of assets | 4 | 7 |
Provision for bad debts, net | 916 | 962 |
Non-cash stock compensation and other charges | 6,809 | 7,966 |
Non-cash interest and other (income) loss | (274) | 958 |
Deferred income taxes | (1,446) | 4,030 |
Equity in net losses from unconsolidated joint ventures, less distributions received | 3,543 | 2,193 |
Changes in assets and liabilities: | ||
Receivables | (40,673) | (39,058) |
Advances to/from marketing and reservation system activities, net | 17,407 | (42,671) |
Forgivable notes receivable, net | (14,108) | (13,174) |
Accounts payable | 18,955 | 10,567 |
Accrued expenses and other current liabilities | (11,286) | (8,842) |
Income taxes payable/receivable | 5,629 | 10,463 |
Deferred revenue | 2,061 | 42,164 |
Other assets | (1,764) | (10,834) |
Other liabilities | (1,524) | (2,576) |
Net cash provided by operating activities | 64,108 | 27,861 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Investment in property and equipment | (10,687) | (10,912) |
Investment in intangible assets | (2,228) | (322) |
Proceeds from sales of assets | 0 | 1,700 |
Acquisitions of real estate | 0 | (25,389) |
Contributions to equity method investments | (42,127) | (19,688) |
Distributions from equity method investments | 1,696 | 3,619 |
Purchases of investments, employee benefit plans | (1,736) | (1,140) |
Proceeds from sales of investments, employee benefit plans | 2,094 | 1,136 |
Issuance of mezzanine and other notes receivable | (14,977) | (13,048) |
Collections of mezzanine and other notes receivable | 552 | 10,158 |
Other items, net | 110 | 11 |
Net cash used by investing activities | (67,303) | (53,875) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net borrowings pursuant to revolving credit facilities | 23,200 | 87,950 |
Principal payments on long-term debt | (309) | (623) |
Purchases of treasury stock | (7,414) | (28,278) |
Dividends paid | (24,333) | (23,193) |
Proceeds from exercise of stock options | 6,590 | 4,234 |
Net cash provided (used) by financing activities | (2,266) | 40,090 |
Net change in cash and cash equivalents | (5,461) | 14,076 |
Effect of foreign exchange rate changes on cash and cash equivalents | 955 | 371 |
Cash and cash equivalents at beginning of period | 202,463 | 193,441 |
Cash and cash equivalents at end of period | 197,957 | 207,888 |
Cash payments during the period for: | ||
Income taxes, net of refunds | 30,813 | 12,500 |
Interest, net of capitalized interest | 21,206 | 21,035 |
Non-cash investing and financing activities: | ||
Dividends declared but not paid | 12,133 | 11,498 |
Investment in property and equipment acquired in accounts payable | 895 | 674 |
Non-cash sale of investment of unconsolidated joint venture | $ 0 | $ 2,350 |
Company Information and Signifi
Company Information and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
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 the Company's 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, 2016 and notes thereto included in the Company’s Annual Report on Form 10-K, filed with the SEC on February 27, 2017 (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. Recently Adopted Accounting Guidance In October 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-17, Consolidation (Topic 810) - Interests Held through Related Parties That Are under Common Control ("ASU No. 2016-17"). ASU No. 2016-17 alters the primary beneficiary assessment a reporting entity must perform as part of consolidation analysis to determine whether it should consolidate certain types of legal entities. Under legacy GAAP, indirect interests held through related parties under common control were to be considered in their entirety by the reporting entity in performing the primary beneficiary assessment. ASU No. 2016-17 revises the guidance such that indirect interests held through related parties under common control are considered on a proportionate basis in performing the primary beneficiary assessment. The Company adopted this ASU on January 1, 2017, and it did not have an impact on the Company's consolidated financial statements. Future Adoption of Recently Announced Accounting Guidance In May 2014, the FASB issued ASU No. 2014-09, Revenue From Contracts with Customers (Topic 606) ("ASU No. 2014-09") and issued subsequent amendments to the initial guidance at various points of 2015 and 2016 within ASU No. 2015-14, ASU No. 2016-08, ASU No. 2016-10, ASU No. 2016-12, and ASU No. 2016-20 (these ASUs collectively referred to as "Topic 606"). Topic 606 impacts virtually all aspects of an entity's revenue recognition and supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, as well as most industry-specific guidance. Topic 606 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. Topic 606 also specifies the accounting for some costs to obtain or fulfill a contract with a customer and provides enhanced disclosure requirements. Topic 606 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The guidance permits the retrospective or modified retrospective method when adopting Topic 606. The Company intends to adopt the standard in the annual period beginning January 1, 2018, and has not yet determined the method of adoption. The Company's evaluation is still preliminary for all areas below. The Company has determined royalties earned in exchange for a license to brand intellectual property on franchise agreements will be recognized in revenue over time typically after the occurrence of a completed stay, which is consistent with current practice. We are continuing to evaluate the services we provide as part of the franchise agreement, including the Choice Privileges loyalty program and other programs we operate as part of the marketing and reservation system, to determine if they are distinct from the license to brand intellectual property and thus represent separate performance obligations. We do not expect significant changes to the pattern of revenue recognition regardless of these determinations. The Company has determined initial and relicensing fees earned upon execution of a franchise agreement will be recognized as revenue ratably as services are provided over the enforceable period of the franchise license arrangement. This represents a change from current practice, whereby the Company typically will recognize revenue for initial and relicensing fees in full in the period of agreement execution. Similarly, the Company has determined sales commissions paid upon the execution of a franchise agreement will be recognized as expense ratably over the same period as revenues are recognized. This also represents a change, as the Company’s current practice is typically to recognize expense for sales commissions in full in the period of agreement execution. The Company is in the process of finalizing the periods of recognition and calculating the expected impacts for this revision. The Company believes the timing of recognition for profits from the sale of real estate assets will be accelerated under Topic 606, resulting from the removal of real estate specific guidance. The Company is in the process of calculating the expected impact of this revision. We continue to evaluate the accounting for other Company revenue streams for impacts as a result of adopting the standard. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU No. 2016-02"). ASU No. 2016-02 requires lessees to recognize most leases on their balance sheet by recording a liability for its lease obligation and an asset for its right to use the underlying asset as of the lease commencement date. The standard requires entities to determine whether an arrangement contains a lease or a service agreement as the accounting treatment is significantly different between the two arrangements. The standard also requires the lessee to evaluate whether a lease is a financing lease or an operating lease as the accounting and presentation guidance between the two are different. ASU No. 2016-02 also modifies the classification criteria and accounting for sales-type and direct financing leases for lessors. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the potential impact that ASU No. 2016-02 will have on the financial statements and disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) ("ASU No. 2016-13"), which will require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The guidance is effective for annual reporting periods beginning after December 15, 2019 and interim periods within those fiscal years. The Company is currently assessing the potential impact that ASU No. 2016-13 will have on its consolidated financial position or results of operations. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments ("ASU No. 2016-15"). ASU No. 2016-15 provides additional guidance on eight specific cash flow issues, such as the classification of debt prepayments or extinguishment costs, contingent consideration payments made after a business combination, and distributions received from equity method investees. The guidance is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the potential impact that ASU No. 2016-15 will have on the financial statements and disclosures. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740) - Intra-Entity Transfers of Assets Other Than Inventory ("ASU No. 2016-16"). ASU No. 2016-16 provides guidance on recognition of current income tax consequences for intercompany asset transfers (other than inventory) at the time of transfer. This represents a change from current GAAP, where the consolidated tax consequences of intercompany asset transfers are deferred from the time of transfer to a future period. The guidance is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption at the beginning of an annual period is permitted. The Company is currently assessing the potential impact that ASU No. 2016-16 will have on the financial statements and disclosures. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) Restricted Cash ("ASU 2016-18"). ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The guidance is effective for public business entities for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. The Company is currently assessing the potential impact that ASU No. 2016-18 will have on the financial statements and disclosures. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment (" ASU No. 2017-04 ") . ASU 2017-04 eliminates the two-step process that required identification of potential impairment and a separate measure of the actual impairment. The annual assessment of goodwill impairment will be determined by using the difference between the carrying amount and the fair value of the reporting unit. The guidance is effective for public business entities for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. The Company is currently assessing the potential impact that ASU No. 2017-04 will have on the financial statements and disclosures. In February 2017, the FASB issued ASU No. 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets (" ASU No. 2017-05 "). This ASU clarifies the scope and accounting of a financial asset that meets the definition of an “in-substance nonfinancial asset” and defines the term “in-substance nonfinancial asset.” This ASU also adds guidance for partial sales of nonfinancial assets. ASU 2017-05 will be effective for fiscal years beginning after December 15, 2017, including interim reporting periods within that reporting period. The Company is assessing the potential impact that ASU 2017-05 will have on the financial statements and disclosures. In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation: Scope of Modification Accounting , which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award changes as a result of the change in terms or conditions. ASU 2017-09 will be applied prospectively to awards modified on or after the adoption date. The standard is effective for the Company’s financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this ASU will have on the financial statements and disclosures. |
Other Current Assets
Other Current Assets | 6 Months Ended |
Jun. 30, 2017 | |
Assets, Current [Abstract] | |
Other Current Assets | Other Current Assets Other current assets consist of the following: June 30, 2017 December 31, 2016 (in thousands) Prepaid expenses $ 22,709 $ 22,210 Other current assets 2,487 4,675 Total $ 25,196 $ 26,885 |
Notes Receivable and Allowance
Notes Receivable and Allowance for Losses | 6 Months Ended |
Jun. 30, 2017 | |
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 the Company's notes receivable balances: June 30, 2017 December 31, 2016 (in thousands) (in thousands) Credit Quality Indicator Forgivable Mezzanine Total Forgivable Mezzanine Total Senior $ — $ 70,409 $ 70,409 $ — $ 61,482 $ 61,482 Subordinated — 14,813 14,813 — 9,336 9,336 Unsecured 61,915 3,543 65,458 51,475 3,618 55,093 Total notes receivable 61,915 88,765 150,680 51,475 74,436 125,911 Allowance for losses on non-impaired loans 5,897 770 6,667 5,013 770 5,783 Allowance for losses on receivables specifically evaluated for impairment — 1,647 1,647 — 1,647 1,647 Total loan reserves 5,897 2,417 8,314 5,013 2,417 7,430 Net carrying value $ 56,018 $ 86,348 $ 142,366 $ 46,462 $ 72,019 $ 118,481 Current portion, net $ 369 $ 9,993 $ 10,362 $ 333 $ 7,540 $ 7,873 Long-term portion, net 55,649 76,355 132,004 46,129 64,479 110,608 Total $ 56,018 $ 86,348 $ 142,366 $ 46,462 $ 72,019 $ 118,481 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 six months ended June 30, 2017 : Forgivable Notes Receivable Mezzanine & Other Notes Receivable (in thousands) Beginning balance $ 5,013 $ 2,417 Provisions 1,326 — Recoveries (135 ) — Write-offs (24 ) — Other (1) (283 ) — Ending balance $ 5,897 $ 2,417 (1) Consists of changes in foreign currency exchange rates and default rate assumption changes Variable Interest through Notes Issued The Company has issued mezzanine and other notes receivables to certain entities that have created variable interests in these borrowers totaling $33.5 million as of June 30, 2017 . The Company has determined that it is not the primary beneficiary of these variable interest entities. Each of these loans have stated fixed and/or variable interest amounts. The Company has identified loans totaling approximately $2.1 million with stated interest rates that are less than market rate, representing a total discount of $0.1 million . These discounts are reflected as a reduction of the outstanding loan amounts and are amortized over the life of the related loan. Forgivable Notes Receivable As of June 30, 2017 and December 31, 2016 , the unamortized balance of the Company's forgivable notes receivable totaled $61.9 million and $51.5 million , respectively. The Company recorded an allowance for credit losses on these forgivable notes receivable of $5.9 million and $5.0 million at June 30, 2017 and December 31, 2016 , respectively. Amortization expense included in the accompanying consolidated statements of income related to the notes for the three months ended June 30, 2017 and 2016 was $2.4 million and $2.2 million , respectively. Amortization expense included in the accompanying consolidated statements of income related to the notes for the six months ended June 30, 2017 and 2016 was $4.9 million and $4.4 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 June 30, 2017 Forgivable Notes $ 17 $ 1,744 $ 1,761 $ 60,154 $ 61,915 $ 17 $ 1,744 $ 1,761 $ 60,154 $ 61,915 As of December 31, 2016 Forgivable Notes $ 116 $ 1,349 $ 1,465 $ 50,010 $ 51,475 $ 116 $ 1,349 $ 1,465 $ 50,010 $ 51,475 Mezzanine and Other Notes Receivable The Company determined that approximately $1.8 million and $1.9 million of its subordinated mezzanine and other notes receivable were impaired at June 30, 2017 and December 31, 2016 , respectively, and recorded allowance for credit losses on these impaired loans totaling $1.6 million at both June 30, 2017 and December 31, 2016 . The average mezzanine and other notes receivable on non-accrual status was approximately $1.9 million and $0.8 million for the six months ended June 30, 2017 and 2016 , respectively. The Company recognizes interest income for impaired loans on a cash basis. Approximately $44 thousand and $43 thousand of interest income on impaired loans was recognized during the six months ended June 30, 2017, and 2016 , respectively. The Company provided loan reserves on non-impaired loans totaling $0.8 million at June 30, 2017 and December 31, 2016 . 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 June 30, 2017 Senior $ — $ — $ — $ 70,409 $ 70,409 Subordinated — — — 14,813 14,813 Unsecured — — — 3,543 3,543 $ — $ — $ — $ 88,765 $ 88,765 As of December 31, 2016 Senior $ — $ — $ — $ 61,482 $ 61,482 Subordinated — — — 9,336 9,336 Unsecured — — — 3,618 3,618 $ — $ — $ — $ 74,436 $ 74,436 |
Marketing and Reservation Activ
Marketing and Reservation Activities | 6 Months Ended |
Jun. 30, 2017 | |
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 fees 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 fees 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 June 30, 2017 and December 31, 2016, cumulative marketing and reservation system costs exceeded cumulative marketing and reservation system revenues earned by $14.5 million and $18.1 million , respectively, with the excess reflected as a long-term asset in the accompanying consolidated balance sheet. Depreciation and amortization expense attributable to marketing and reservation activities for the three and six months ended June 30, 2017 was $5.9 million and $12.3 million , respectively. Depreciation and amortization expense attributable to marketing and reservation activities for the three and six months ended June 30, 2016 was $6.5 million and $12.4 million , respectively. Interest expense attributable to marketing and reservation activities was $1 thousand for the three and six months ended June 30, 2017 . Interest expense attributable to marketing and reservation activities were $2 thousand and $5 thousand for the three and six months ended June 30, 2016 . |
Other Assets
Other Assets | 6 Months Ended |
Jun. 30, 2017 | |
Other Assets, Noncurrent [Abstract] | |
Other Assets | Other Assets Other assets consist of the following: June 30, 2017 December 31, 2016 (in thousands) Land and buildings $ 29,027 $ 29,023 Advances to marketing and reservation system activities (Note 4) 14,532 18,069 Other assets 8,709 6,565 Total $ 52,268 $ 53,657 Land and buildings Land and buildings represents the Company's purchase of real estate as part of its program to incent franchise development in strategic markets for certain brands. The Company has acquired this real estate with the intent to develop the properties for the eventual construction of hotels operated under the Company's brands or contribute the land into joint ventures for the same purpose. |
Investments in Unconsolidated E
Investments in Unconsolidated Entities | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Investments in Unconsolidated Entities | Investments in Unconsolidated Entities The Company maintains a portfolio of investments owned through noncontrolling interest in equity method investments with one or more partners. Investments in unconsolidated entities include investments in joint ventures totaling $128.4 million and $91.9 million at June 30, 2017 and December 31, 2016 , 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 the three months ended June 30, 2017 and 2016 , the Company recognized (income) losses totaling $1.4 million and $(0.5) million , respectively, from these investments. For the six months ended June 30, 2017 and 2016 , the Company recognized losses totaling $3.9 million and $2.0 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 17 "Commitments and Contingencies" of these financial statements. |
Deferred Revenue
Deferred Revenue | 6 Months Ended |
Jun. 30, 2017 | |
Deferred Revenue and Credits [Abstract] | |
Deferred Revenue | Deferred Revenue Deferred revenue consists of the following: June 30, December 31, (in thousands) Loyalty programs $ 121,222 $ 115,851 Initial, relicensing and franchise fees 7,732 9,352 Procurement service fees 6,207 7,668 Other 189 347 Total $ 135,350 $ 133,218 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consists of the following: June 30, 2017 December 31, 2016 (in thousands) $400 million senior unsecured notes with an effective interest rate of 6.0% less deferred issuance costs of $4.3 million and $4.7 million at June 30, 2017 and December 31, 2016, respectively $ 395,681 $ 395,316 $250 million senior unsecured notes with an effective interest rate of 6.19%, less a discount and deferred issuance costs of $1.0 million and $1.1 million at June 30, 2017 and December 31, 2016, respectively 249,029 248,875 $450 million senior unsecured credit facility with an effective interest rate of 2.51% and 2.23%, less deferred issuance costs of $2.4 million and $2.6 million at June 30, 2017 and December 31, 2016, respectively 205,847 182,359 Fixed rate collateralized mortgage with an effective interest rate of 4.57%, plus a fair value adjustment of $0.6 million and $0.7 million at June 30, 2017 and December 31, 2016, respectively 9,119 9,432 Economic development loans with an effective interest rate of 3.0% at June 30, 2017 and December 31, 2016 3,712 3,712 Other notes payable 879 910 Total debt $ 864,267 $ 840,604 Less current portion 1,302 1,195 Total long-term debt $ 862,965 $ 839,409 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 with borrowings under the Company's senior credit facility, to pay a special cash dividend in 2012 totaling approximately $600.7 million paid to stockholders on August 23, 2012. 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 entered into a 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 “Revolver”) with an initial 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 Revolver. The effectiveness of any such extensions is subject to the consent of the lenders under the Credit Agreement and certain customary conditions. On July 5, 2016, the Company exercised its option to extend the maturity date of the Revolver by one year. The new maturity date of the Revolver is July 21, 2021. Up to $35 million of borrowings under the Revolver may be used for alternative currency loans and up to $15 million of borrowings under the Revolver may be used for swing line loans. The 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 2022 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 Revolver will not be guaranteed. The Company may at any time prior to the final maturity date increase the amount of the 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 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 Revolver, calculated on the basis of the average daily unused amount of the 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 Revolver, calculated on the basis of the actual daily amount of the commitments under the 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 affecting 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 June 30, 2017 , the Company was in compliance with all financial covenants under the Credit Agreement. The proceeds of the 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 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 is being 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 June 30, 2017 , 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 ten -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 June 30, 2017 . |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Jun. 30, 2017 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The following represents the changes in accumulated other comprehensive loss, net of tax, by component for the six months ended June 30, 2017 : Loss on Cash Flow Hedge Foreign Currency Items Total (in thousands) Beginning balance, December 31, 2016 $ (3,160 ) $ (5,362 ) $ (8,522 ) Other comprehensive income before reclassification — 1,991 1,991 Amounts reclassified from accumulated other comprehensive loss 431 — 431 Net current period other comprehensive income 431 1,991 2,422 Ending balance, June 30, 2017 $ (2,729 ) $ (3,371 ) $ (6,100 ) The amounts reclassified from accumulated other comprehensive loss during the three and six months ended June 30, 2017 were reclassified to the following line items in the Company's Consolidated Statements of Income. Component Amount Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Consolidated Statement of Income Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 (in thousands) Loss on cash flow hedge Interest rate contract $ 216 $ 431 Interest expense — — Tax (expense) benefit $ 216 $ 431 Net of tax |
Non-Qualified Retirement, Savin
Non-Qualified Retirement, Savings and Investment Plans | 6 Months Ended |
Jun. 30, 2017 | |
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 and invest these amounts in a selection of available diversified investment options. 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. Under the EDCP and Non-Qualified Plan, (together, the "Deferred Compensation Plan"), the Company recorded current and long-term deferred compensation liabilities of $24.7 million at both June 30, 2017 and December 31, 2016 , respectively, related to these deferrals and credited investment return under these two deferred compensation plans. Compensation expense is recorded in selling, general and administrative ("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 in compensation expense recorded in SG&A expense for the three months ended June 30, 2017 and 2016 was $0.7 million and $0.5 million , respectively. The net increase in compensation expense recorded in SG&A expense for the six months ended June 30, 2017 and 2016 was $1.7 million and $0.6 million , respectively. Under the Deferred Compensation Plan, the Company has invested the employee salary deferrals in diversified long-term investments which are intended to provide investment returns that offset the earnings credited to the participants. The diversified investments held in the trusts totaled $20.3 million and $19.1 million as of June 30, 2017 and December 31, 2016 , respectively, and are recorded at their fair value, based on quoted market prices. At June 30, 2017 , the Company expects $0.8 million of the assets held in the trust to be distributed during the next twelve months to participants. These investments are considered trading securities and therefore the changes in the fair value of the diversified assets are included in other gains and losses in the accompanying consolidated statements of income. The Company recorded investment gains during the three months ended June 30, 2017 and 2016 of approximately $0.6 million and $0.3 million , respectively. The Company recorded investment gains during the six months ended June 30, 2017 and 2016 of approximately $1.5 million and $0.3 million , respectively. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2017 | |
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 Deferred Compensation Plan. 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 Deferred Compensation Plan 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 does not currently have any assets whose fair value was determined using Level 3 inputs. 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 six months ended June 30, 2017 . As of June 30, 2017 and December 31, 2016 , 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 June 30, 2017 Money market funds, included in cash and cash equivalents $ 50,177 $ — $ 50,177 $ — Mutual funds (1) 18,619 18,619 — — Money market funds (1) 1,635 — 1,635 — $ 70,431 $ 18,619 $ 51,812 $ — As of December 31, 2016 Money market funds, included in cash and cash equivalents $ 50,085 $ — $ 50,085 $ — Mutual funds (1) 17,468 17,468 — — Money market funds (1) 1,676 — 1,676 — $ 69,229 $ 17,468 $ 51,761 $ — ________________________ (1) Included in Investments, employee benefit plans at fair value and other current assets 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 values 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 June 30, 2017 and December 31, 2016 , the $250 million senior notes had an approximate fair value of $272.6 million and $273.0 million , respectively. At June 30, 2017 and December 31, 2016 , the $400 million senior notes had an approximate fair value of $445.1 million and $430.4 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 | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective income tax rates were 33.2% and 30.2% for the three months ended June 30, 2017 and 2016, respectively. The effective income tax rates were 32.2% and 30.2% for the six months ended June 30, 2017 and 2016, respectively. The effective income tax rates for the three and six months ended June 30, 2017 and 2016 were lower than the U.S. federal income tax rate of 35% due the impact of foreign operations and ASU 2016-09 benefits from share-based compensation, partially offset by state income taxes. |
Share-Based Compensation and Ca
Share-Based Compensation and Capital Stock | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation and Capital Stock | Share-Based Compensation and Capital Stock Stock Options No stock options were granted during the three months ended June 30, 2017 and 2016 . The Company granted 0.2 million and 0.7 million options to certain employees of the Company at a fair value of $2.0 million and $6.9 million for the six months ended June 30, 2017 and 2016 , 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: 2017 Grants 2016 Grants Risk-free interest rate 1.76 % 1.22 % Expected volatility 21.65 % 23.76 % Expected life of stock option 4.6 years 4.6 years Dividend yield 1.42 % 1.59 % Requisite service period 4 years 4 years Contractual life 7 years 7 years Weighted average fair value of options granted (per option) $ 10.80 $ 9.30 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 June 30, 2017 was $31.9 million and $21.7 million , respectively. The total intrinsic value of options exercised during the three months ended June 30, 2017 and 2016 was approximately $0.5 million and $4 thousand , respectively. The total intrinsic value of options exercised during the six months ended June 30, 2017 and 2016 was approximately $3.2 million and $4.4 million , respectively. The Company received approximately $1.6 million and $0.1 million in proceeds from the exercise of 33,571 and 2,126 employee stock options during the three months ended June 30, 2017 and 2016 , respectively. The Company received approximately $6.6 million and $4.2 million in proceeds from the exercise of 157,196 and 192,956 employee stock options during the six months ended June 30, 2017 and 2016 , respectively. Restricted Stock The following table is a summary of activity related to restricted stock grants: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Restricted share grants 25,526 42,042 145,580 167,152 Weighted average grant date fair value per share $ 62.84 $ 52.00 $ 61.02 $ 51.62 Aggregate grant date fair value ($000) $ 1,604 $ 2,186 $ 8,883 $ 8,628 Restricted shares forfeited 11,597 5,342 23,268 9,614 Vesting service period of shares granted 12 - 48 months 12 - 48 months 12 - 48 months 12 - 48 months Fair value of shares vested ($000) $ 1,094 $ 880 $ 7,911 $ 7,183 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 100% 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 Six Months Ended June 30, June 30, 2017 2016 2017 2016 Performance vested restricted stock units granted at target — 44,524 158,978 79,557 Weighted average grant date fair value per share $ — $ 44.92 $ 60.60 $ 47.81 Aggregate grant date fair value ($000) $ — $ 2,000 $ 9,634 $ 3,804 Stock units forfeited 56,717 — 71,786 28,193 Requisite service period — 31 - 43 months 36 months 31 -43 months During the three months ended June 30, 2017 , PVRSU grants totaling 3,116 vested at a grant date fair value of $0.2 million . During the six months ended June 30, 2017 , PVRSU grants totaling 38,329 vested at a grant date fair value of $1.8 million . Of these grants, PVRSU grants totaling 10,641 vested at a grant date fair value of $0.5 million . These grants were initially granted at a target of 21,282 units. However, since the Company achieved only 50% of the targeted performance conditions contained in the stock awards granted in prior periods, 10,641 shares were forfeited. Additionally, during the six months ended June 30, 2017 , PVRSU grants totaling 4,113 were forfeited since the Company did not achieve the targeted performance conditions contained in the stock awards granted in prior periods. Furthermore, during the six months ended June 30, 2017 , PVRSU grants totaling 24,572 vested at a grant date fair value of $1.1 million . These PVRSU grants were initially granted at a target of 15,081 units. However, since the Company achieved an average of 163% of the various targeted performance conditions contained in the stock awards granted in prior periods, an additional 9,491 shares were earned and issued. The remaining grants totaling 3,116 vested at a grant date fair value of $0.2 million , achieving 100% of the targeted performance conditions contained in the stock awards granted in prior periods. No PVRSU grants vested during the three months ended June 30, 2016 . During the six months ended June 30, 2016 , a total of 22,062 PVRSU grants vested at a grant date fair value of $0.8 million . These PVRSU grants were initially granted at a target of 44,118 units. However, since the Company achieved only 50% of the targeted performance conditions contained in the stock awards granted in prior periods, 22,056 shares were forfeited. In addition, during the six months ended June 30, 2016 , PVRSU grants totaling 6,126 vested at a grant date fair value of $0.2 million . These PVRSU grants were initially granted at a target of 4,083 units. However, since the Company achieved 150% of the targeted performance conditions contained in the stock awards granted in prior periods, an additional 2,043 shares were earned and issued. A summary of stock-based award activity as of June 30, 2017 and changes during the six 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, 2017 2,193,502 $ 48.26 407,812 $ 50.61 235,980 $ 47.59 Granted 185,627 60.63 145,580 61.02 158,978 60.60 Performance based leveraging (1) — — — — 9,491 45.59 Exercised/Vested (157,196 ) 41.92 (131,919 ) 48.02 (38,329 ) 46.19 Expired (9,729 ) 56.67 — — — — Forfeited (30,300 ) 54.23 (23,268 ) 54.60 (71,786 ) 38.79 Outstanding at June 30, 2017 2,181,904 $ 49.65 4.3 years 398,205 $ 55.04 294,334 $ 56.89 Options exercisable at June 30, 2017 1,120,619 $ 44.85 3.4 years _________________________________ (1) PVRSU units outstanding have been increased by 9,491 units due to the Company exceeding the targeted performance conditions contained in PVRSUs granted in prior periods during the six months ended June 30, 2017 . The components of the Company’s pretax share-based compensation expense and associated income tax benefits are as follows for the three and six months ended June 30, 2017 and 2016 : Three Months Ended Six Months Ended June 30, June 30, (in millions) 2017 2016 2017 2016 Stock options $ 1.1 $ 1.5 $ 2.2 $ 2.6 Restricted stock 1.7 2.2 3.4 4.0 Performance vested restricted stock units 1.1 0.7 2.1 1.3 Total $ 3.9 $ 4.4 $ 7.7 $ 7.9 Income tax benefits $ 1.5 $ 1.6 $ 2.9 $ 2.9 In conjunction with the termination of a Company officer, stock option, restricted stock and PVRSU expense for the three and six months ended June 30, 2016, included an additional $0.4 million , $0.4 million and $0.1 million , respectively, of accelerated recognition of share based payment awards. Dividends The Company currently pays a quarterly dividend on its common stock of $0.215 per share, however the declaration of future dividends is subject to the discretion of the board of directors. During the three and six months ended June 30, 2017 , the Company's board of directors declared dividends totaling $0.215 and $0.43 per share or approximately $12.1 million and $24.3 million , in the aggregate. In addition, during the six months ended June 30, 2017 , the Company recorded dividends totaling $0.1 million related to previously declared dividends that were contingent upon the vesting of performance vested restricted stock units. Share Repurchases and Redemptions No shares of common stock were purchased by the Company under the share repurchase program during the three and six months ended June 30, 2017 . During the three and six months ended June 30, 2017 , the Company redeemed 2,203 and 121,134 shares of common stock at a total cost of approximately $0.1 million and $7.4 million , 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 | 6 Months Ended |
Jun. 30, 2017 | |
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 Six Months Ended June 30, June 30, (In thousands, except per share amounts) 2017 2016 2017 2016 Computation of Basic Earnings Per Share: Numerator: Net income $ 44,995 $ 38,822 $ 73,739 $ 59,985 Income allocated to participating securities (319 ) (272 ) (526 ) (411 ) Net income available to common shareholders $ 44,676 $ 38,550 $ 73,213 $ 59,574 Denominator: Weighted average common shares outstanding – basic 56,073 56,060 56,007 56,043 Basic earnings per share $ 0.80 $ 0.69 $ 1.31 $ 1.06 Computation of Diluted Earnings Per Share: Numerator: Net income $ 44,995 $ 38,822 $ 73,739 $ 59,985 Income allocated to participating securities (317 ) (271 ) (524 ) (410 ) Net income available to common shareholders $ 44,678 $ 38,551 $ 73,215 $ 59,575 Denominator: Weighted average common shares outstanding – basic 56,073 56,060 56,007 56,043 Diluted effect of stock options and PVRSUs 355 296 361 304 Weighted average common shares outstanding – diluted 56,428 56,356 56,368 56,347 Diluted earnings per share $ 0.79 $ 0.68 $ 1.30 $ 1.06 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 June 30, 2017 and 2016 , the Company had 2.2 million and 2.6 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 months ended June 30, 2017 , no anti-dilutive stock options were excluded from the diluted earnings per share calculation. For the six months ended June 30, 2017 , 0.4 million of anti-dilutive stock options were excluded from the diluted earnings per share calculation. For the three and six months ended June 30, 2016 , the Company excluded 1.2 million of anti-dilutive stock options from the diluted earnings per share 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 June 30, 2017 and 2016 , PVRSUs totaling 294,334 and 251,956 , respectively, were excluded from the computation since the performance conditions had not been met. |
Condensed Consolidating Financi
Condensed Consolidating Financial Statements | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of 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. Investments in subsidiaries are accounted for under the equity method of accounting. Choice Hotels International, Inc. and Subsidiaries Condensed Consolidating Statement of Income For the Three Months Ended June 30, 2017 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated REVENUES: Royalty fees $ 86,839 $ 41,918 $ 10,814 $ (47,085 ) $ 92,486 Initial franchise and relicensing fees 6,902 — 79 — 6,981 Procurement services 10,869 — 199 — 11,068 Marketing and reservation system 146,134 112,060 3,976 (104,135 ) 158,035 Other 5,912 41 2,581 (305 ) 8,229 Total revenues 256,656 154,019 17,649 (151,525 ) 276,799 OPERATING EXPENSES: Selling, general and administrative 40,702 38,349 6,547 (47,390 ) 38,208 Depreciation and amortization 377 1,823 850 — 3,050 Marketing and reservation system 149,781 107,908 4,481 (104,135 ) 158,035 Total operating expenses 190,860 148,080 11,878 (151,525 ) 199,293 Operating income 65,796 5,939 5,771 — 77,506 OTHER INCOME AND EXPENSES, NET: Interest expense 11,138 — 142 — 11,280 Other items, net (424 ) 968 (1,699 ) — (1,155 ) Equity in earnings of consolidated (9,704 ) (21 ) — 9,725 — Total other income and expenses, net 1,010 947 (1,557 ) 9,725 10,125 Income before income taxes 64,786 4,992 7,328 (9,725 ) 67,381 Income taxes 19,791 2,105 490 — 22,386 Net income $ 44,995 $ 2,887 $ 6,838 $ (9,725 ) $ 44,995 Choice Hotels International, Inc. and Subsidiaries Condensed Consolidating Statement of Income For the Three Months Ended June 30, 2016 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated REVENUES: Royalty fees $ 80,981 $ 44,695 $ 8,105 $ (47,586 ) $ 86,195 Initial franchise and relicensing fees 5,498 — 208 — 5,706 Procurement services 10,122 — 186 — 10,308 Marketing and reservation system 123,218 109,342 4,125 (102,871 ) 133,814 Other 3,597 63 2,345 (277 ) 5,728 Total revenues 223,416 154,100 14,969 (150,734 ) 241,751 OPERATING EXPENSES: Selling, general and administrative 42,701 40,772 4,429 (47,863 ) 40,039 Depreciation and amortization 545 1,784 627 — 2,956 Marketing and reservation system 128,161 104,498 4,026 (102,871 ) 133,814 Total operating expenses 171,407 147,054 9,082 (150,734 ) 176,809 Operating income 52,009 7,046 5,887 — 64,942 OTHER INCOME AND EXPENSES, NET: Interest expense 11,082 — 142 — 11,224 Other items, net (402 ) (452 ) (1,038 ) — (1,892 ) Equity in earnings of consolidated (11,211 ) (232 ) — 11,443 — Total other income and expenses, net (531 ) (684 ) (896 ) 11,443 9,332 Income before income taxes 52,540 7,730 6,783 (11,443 ) 55,610 Income taxes 13,718 2,761 309 — 16,788 Net income $ 38,822 $ 4,969 $ 6,474 $ (11,443 ) $ 38,822 Choice Hotels International, Inc. and Subsidiaries Condensed Consolidating Statement of Income For the Six Months Ended June 30, 2017 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated REVENUES: Royalty fees $ 151,143 $ 72,653 $ 21,315 $ (83,636 ) $ 161,475 Initial franchise and relicensing fees 11,814 — 173 — 11,987 Procurement services 17,124 — 420 — 17,544 Marketing and reservation system 244,336 205,756 7,597 (190,179 ) 267,510 Other 11,587 81 5,004 (491 ) 16,181 Total revenues 436,004 278,490 34,509 (274,306 ) 474,697 OPERATING EXPENSES: Selling, general and administrative 77,512 65,308 12,361 (84,127 ) 71,054 Depreciation and amortization 761 3,644 1,715 — 6,120 Marketing and reservation system 251,878 197,487 8,324 (190,179 ) 267,510 Total operating expenses 330,151 266,439 22,400 (274,306 ) 344,684 Operating income 105,853 12,051 12,109 — 130,013 OTHER INCOME AND EXPENSES, NET: Interest expense 22,201 — 284 — 22,485 Other items, net (788 ) 1,896 (2,344 ) — (1,236 ) Equity in earnings of consolidated (21,024 ) 434 — 20,590 — Total other income and expenses, net 389 2,330 (2,060 ) 20,590 21,249 Income before income taxes 105,464 9,721 14,169 (20,590 ) 108,764 Income taxes 31,725 3,035 265 — 35,025 Net income $ 73,739 $ 6,686 $ 13,904 $ (20,590 ) $ 73,739 Choice Hotels International, Inc. and Subsidiaries Condensed Consolidating Statement of Income For the Six Months Ended June 30, 2016 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated REVENUES: Royalty fees $ 141,255 $ 77,113 $ 19,020 $ (86,334 ) $ 151,054 Initial franchise and relicensing fees 10,554 — 308 — 10,862 Procurement services 15,744 — 360 — 16,104 Marketing and reservation system 239,361 244,566 7,551 (231,303 ) 260,175 Other 6,596 137 4,402 (461 ) 10,674 Total revenues 413,510 321,816 31,641 (318,098 ) 448,869 OPERATING EXPENSES: Selling, general and administrative 81,928 69,534 10,491 (86,795 ) 75,158 Depreciation and amortization 847 3,686 1,188 — 5,721 Marketing and reservation system 250,139 233,941 7,398 (231,303 ) 260,175 Total operating expenses 332,914 307,161 19,077 (318,098 ) 341,054 Operating income 80,596 14,655 12,564 — 107,815 OTHER INCOME AND EXPENSES, NET: Interest expense 22,030 — 286 — 22,316 Other items, net (848 ) 831 (472 ) — (489 ) Equity in earnings of consolidated (22,505 ) 575 — 21,930 — Total other income and expenses, net (1,323 ) 1,406 (186 ) 21,930 21,827 Income before income taxes 81,919 13,249 12,750 (21,930 ) 85,988 Income taxes 21,934 4,197 (128 ) — 26,003 Net income $ 59,985 $ 9,052 $ 12,878 $ (21,930 ) $ 59,985 Choice Hotels International, Inc. and Subsidiaries Condensed Consolidating Statement of Comprehensive Income For the Three Months Ended June 30, 2017 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net income $ 44,995 $ 2,887 $ 6,838 $ (9,725 ) $ 44,995 Other comprehensive income, net of tax: Amortization of loss on cash flow hedge 216 — — — 216 Foreign currency translation adjustment 1,423 — 1,423 (1,423 ) 1,423 Other comprehensive income, net of tax 1,639 — 1,423 (1,423 ) 1,639 Comprehensive income $ 46,634 $ 2,887 $ 8,261 $ (11,148 ) $ 46,634 Choice Hotels International, Inc. and Subsidiaries Condensed Consolidating Statement of Comprehensive Income For the Three Months Ended June 30, 2016 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net income $ 38,822 $ 4,969 $ 6,474 $ (11,443 ) $ 38,822 Other comprehensive income, net of tax: Amortization of loss on cash flow hedge 216 — — — 216 Foreign currency translation adjustment (629 ) — (629 ) 629 (629 ) Other comprehensive income, net of tax (413 ) — (629 ) 629 (413 ) Comprehensive income $ 38,409 $ 4,969 $ 5,845 $ (10,814 ) $ 38,409 Choice Hotels International, Inc. and Subsidiaries Condensed Consolidating Statement of Comprehensive Income For the Six Months Ended June 30, 2017 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net income $ 73,739 $ 6,686 $ 13,904 $ (20,590 ) $ 73,739 Other comprehensive income, net of tax: Amortization of loss on cash flow hedge 431 — — — 431 Foreign currency translation adjustment 1,991 — 1,991 (1,991 ) 1,991 Other comprehensive income, net of tax 2,422 — 1,991 (1,991 ) 2,422 Comprehensive income $ 76,161 $ 6,686 $ 15,895 $ (22,581 ) $ 76,161 Choice Hotels International, Inc. and Subsidiaries Condensed Consolidating Statement of Comprehensive Income For the Six Months Ended June 30, 2016 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net income $ 59,985 $ 9,052 $ 12,878 $ (21,930 ) $ 59,985 Other comprehensive income, net of tax: Amortization of loss on cash flow hedge 431 — — — 431 Foreign currency translation adjustment 899 — 899 (899 ) 899 Other comprehensive income, net of tax 1,330 — 899 (899 ) 1,330 Comprehensive income $ 61,315 $ 9,052 $ 13,777 $ (22,829 ) $ 61,315 Choice Hotels International, Inc. and Subsidiaries Condensed Consolidating Balance Sheet As of June 30, 2017 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated ASSETS Cash and cash equivalents $ 6,769 $ 169 $ 191,019 $ — $ 197,957 Receivables, net 134,348 1,597 10,858 (150 ) 146,653 Income taxes receivable — 643 3,063 (3,647 ) 59 Other current assets 11,327 22,786 1,498 (53 ) 35,558 Total current assets 152,444 25,195 206,438 (3,850 ) 380,227 Property and equipment, at cost, net 46,901 19,006 17,227 — 83,134 Goodwill 65,813 — 14,223 — 80,036 Intangible assets, net 4,973 3,192 6,936 — 15,101 Notes receivable, net of allowances 18,633 50,859 62,512 — 132,004 Investments, employee benefit plans, at fair value — 19,451 — — 19,451 Investment in affiliates 548,554 49,133 — (597,687 ) — Advances to affiliates 9,551 79,726 953 (90,230 ) — Deferred income taxes 39,992 15,658 — (1,620 ) 54,030 Other assets 14,815 117,819 51,406 (50 ) 183,990 Total assets $ 901,676 $ 380,039 $ 359,695 $ (693,437 ) $ 947,973 LIABILITIES AND SHAREHOLDERS’ DEFICIT Accounts payable $ 25,271 $ 38,861 $ 3,754 $ (150 ) $ 67,736 Accrued expenses and other current liabilities 30,129 27,370 8,338 — 65,837 Deferred revenue 134,194 — 1,209 (53 ) 135,350 Other current liabilities 9,776 7 1,302 (3,647 ) 7,438 Total current liabilities 199,370 66,238 14,603 (3,850 ) 276,361 Long-term debt 850,557 3,712 8,696 — 862,965 Deferred compensation and retirement plan obligations — 23,912 15 — 23,927 Advances from affiliates 87,471 1,256 1,503 (90,230 ) — Other liabilities 16,895 14,630 7,482 (1,670 ) 37,337 Total liabilities 1,154,293 109,748 32,299 (95,750 ) 1,200,590 Total shareholders’ (deficit) equity (252,617 ) 270,291 327,396 (597,687 ) (252,617 ) Total liabilities and shareholders’ deficit $ 901,676 $ 380,039 $ 359,695 $ (693,437 ) $ 947,973 Choice Hotels International, Inc. and Subsidiaries Condensed Consolidating Balance Sheet As of December 31, 2016 (in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated ASSETS Cash and cash equivalents $ 14,696 $ 159 $ 187,608 $ — $ 202,463 Receivables, net 96,128 1,556 9,802 (150 ) 107,336 Other current assets 9,120 29,281 4,470 (7,797 ) 35,074 Total current assets 119,944 30,996 201,880 (7,947 ) 344,873 Property and equipment, at cost, net 44,236 21,718 18,107 — 84,061 Goodwill 65,813 — 13,092 — 78,905 Intangible assets, net 5,279 3,494 6,965 — 15,738 Notes receivable, net of allowances 16,285 42,398 51,925 — 110,608 Investments, employee benefit plans, at fair value — 16,975 — — 16,975 Investment in affiliates 526,166 50,798 — (576,964 ) — Advances to affiliates 14,929 123,074 17 (138,020 ) — Deferred income taxes 40,459 14,234 — (1,881 ) 52,812 Other assets 18,259 76,933 53,304 — 148,496 Total assets $ 851,370 $ 380,620 $ 345,290 $ (724,812 ) $ 852,468 LIABILITIES AND SHAREHOLDERS’ DEFICIT Accounts payable $ 14,296 $ 29,705 $ 4,220 $ (150 ) $ 48,071 Accrued expenses and other current liabilities 31,352 45,179 3,857 — 80,388 Deferred revenue 132,217 — 1,107 (106 ) 133,218 Other current liabilities 8,480 7 1,195 (7,691 ) 1,991 Total current liabilities 186,345 74,891 10,379 (7,947 ) 263,668 Long-term debt 826,551 3,712 9,146 — 839,409 Deferred compensation and retirement plan obligations — 21,584 11 — 21,595 Advances from affiliates 135,879 1,188 953 (138,020 ) — Other liabilities 13,944 15,631 11,451 (1,881 ) 39,145 Total liabilities 1,162,719 117,006 31,940 (147,848 ) 1,163,817 Total shareholders’ (deficit) equity (311,349 ) 263,614 313,350 (576,964 ) (311,349 ) Total liabilities and shareholders' deficit $ 851,370 $ 380,620 $ 345,290 $ (724,812 ) $ 852,468 Choice Hotels International, Inc. and Subsidiaries Condensed Consolidating Statement of Cash Flows For the Six Months Ended June 30, 2017 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net cash provided (used) by operating activities $ 9,541 $ 42,479 $ 12,745 $ (657 ) $ 64,108 Cash Flows From Investing Activities Investment in property and equipment (9,120 ) (1,344 ) (223 ) — (10,687 ) Investment in intangible assets (1,499 ) (729 ) — — (2,228 ) Contributions to equity method investments — (42,090 ) (37 ) — (42,127 ) Distributions from equity method investments — — 1,696 — 1,696 Purchases of investments, employee benefit plans — (1,736 ) — — (1,736 ) Proceeds from sales of investments, employee benefit plans — 2,094 — — 2,094 Issuance of mezzanine and other notes receivable (5,444 ) — (9,533 ) — (14,977 ) Collections of mezzanine and other notes receivable 552 — — — 552 Advances to and investment in affiliates — (484 ) — 484 — Divestment in affiliates — 1,707 — (1,707 ) — Other items, net — 113 (3 ) — 110 Net cash used by investing activities (15,511 ) (42,469 ) (8,100 ) (1,223 ) (67,303 ) Cash Flows from Financing Activities Net borrowings pursuant to revolving credit facilities 23,200 — — — 23,200 Principal payments on long-term debt — — (309 ) — (309 ) Purchases of treasury stock (7,414 ) — — — (7,414 ) Dividends paid (24,333 ) — (657 ) 657 (24,333 ) Proceeds from contributions from affiliates — — 484 (484 ) — Distributions to affiliates — — (1,707 ) 1,707 — Proceeds from exercise of stock options 6,590 — — 6,590 Net cash provided (used) by financing activities (1,957 ) — (2,189 ) 1,880 (2,266 ) Net change in cash and cash equivalents (7,927 ) 10 2,456 — (5,461 ) Effect of foreign exchange rate changes on cash and cash equivalents — — 955 — 955 Cash and cash equivalents at beginning of period 14,696 159 187,608 — 202,463 Cash and cash equivalents at end of period $ 6,769 $ 169 $ 191,019 $ — $ 197,957 Choice Hotels International, Inc. and Subsidiaries Condensed Consolidating Statement of Cash Flows For the Six Months Ended June 30, 2016 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net cash provided (used) by operating activities $ (34,467 ) $ 45,562 $ 16,766 $ — $ 27,861 Cash Flows From Investing Activities Investment in property and equipment (6,427 ) (4,261 ) (224 ) — (10,912 ) Investment in intangible assets (322 ) — — — (322 ) Proceeds from sales of assets — — 1,700 — 1,700 Acquisitions of real estate — — (25,389 ) — (25,389 ) Contributions to equity method investments — (19,648 ) (40 ) — (19,688 ) Distributions from equity method investments — — 3,619 — 3,619 Purchases of investments, employee benefit plans — (1,140 ) — — (1,140 ) Proceeds from sales of investments, employee benefit plans — 1,136 — — 1,136 Issuance of mezzanine and other notes receivable (5,306 ) — (7,742 ) — (13,048 ) Collections of mezzanine and other notes receivable 10,158 — — — 10,158 Advances to and investment in affiliates — (25,816 ) — 25,816 — Divestment in affiliates — 5,298 — (5,298 ) — Other items, net — — 11 — 11 Net cash used by investing activities (1,897 ) (44,431 ) (28,065 ) 20,518 (53,875 ) Cash Flows from Financing Activities Net borrowings pursuant to revolving credit facilities 88,000 — (50 ) — 87,950 Principal payments on long-term debt — (368 ) (255 ) — (623 ) Proceeds from contributions from affiliates — — 25,816 (25,816 ) — Purchases of treasury stock (28,278 ) — — — (28,278 ) Dividends paid (23,193 ) — — — (23,193 ) Distributions to affiliates — — (5,298 ) 5,298 — Proceeds from exercise of stock options 4,234 — — — 4,234 Net cash provided (used) by financing activities 40,763 (368 ) 20,213 (20,518 ) 40,090 Net change in cash and cash equivalents 4,399 763 8,914 — 14,076 Effect of foreign exchange rate changes on cash and cash equivalents — — 371 — 371 Cash and cash equivalents at beginning of period 13,529 19 179,893 — 193,441 Cash and cash equivalents at end of period $ 17,928 $ 782 $ 189,178 $ — $ 207,888 |
Reportable Segment Information
Reportable Segment Information | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Reportable Segment Information | Reportable Segment Information Hotel Franchising: Hotel 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 hotel 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 hotel 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 hotel franchising business. The revenues received from franchisees that are used to pay for part of the Company's ongoing operations are included in hotel franchising revenues and are offset by the related expenses paid for marketing and reservation activities to calculate hotel 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. Corporate and Other revenues include rental income related to an office building owned by the Company, as well as revenues related to the Company's vacation rental initiatives. Equity in earnings or losses from hotel franchising related joint ventures is allocated to the Company's hotel franchising segment. As described in Note 4, certain interest expenses related to the Company's marketing and reservation activities are allocated to the hotel 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 June 30, 2017 Three Months Ended June 30, 2016 (In thousands) Hotel Franchising SkyTouch Technology Corporate & Consolidated Hotel Franchising SkyTouch Technology Corporate & Consolidated Revenues $ 274,242 $ 684 $ 1,873 $ 276,799 $ 239,683 $ 463 $ 1,605 $ 241,751 Operating income (loss) $ 92,414 $ (1,485 ) $ (13,423 ) $ 77,506 $ 83,573 $ (4,750 ) $ (13,881 ) $ 64,942 Income (loss) before income taxes $ 91,555 $ (1,485 ) $ (22,689 ) $ 67,381 $ 84,317 $ (4,750 ) $ (23,957 ) $ 55,610 Six Months Ended June 30, 2017 Six Months Ended June 30, 2016 (In thousands) Hotel Franchising SkyTouch Technology Corporate & Consolidated Hotel Franchising SkyTouch Technology Corporate & Consolidated Revenues $ 469,585 $ 1,332 $ 3,780 $ 474,697 $ 444,772 $ 869 $ 3,228 $ 448,869 Operating income (loss) $ 157,774 $ (2,579 ) $ (25,182 ) $ 130,013 $ 142,165 $ (9,075 ) $ (25,275 ) $ 107,815 Income (loss) before income taxes $ 154,835 $ (2,579 ) $ (43,492 ) $ 108,764 $ 140,729 $ (9,075 ) $ (45,666 ) $ 85,988 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
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 agreed to guarantee 25% of the outstanding principal balance for a maximum exposure of $4.5 million and accrued 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 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 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 the earlier of (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. On June 2, 2016, one of the Company’s VIEs obtained a $61.0 million term loan for purposes of refinancing a $46.2 million construction loan. In connection with the refinancing, the Company entered into three limited guarantees. Under the terms of the limited guarantees, the Company agreed to guarantee a maximum obligation of $3.3 million in the aggregate, in addition to a percentage of any operating expenses and capital expenditures not covered by operating revenues and unpaid expenses incurred. The limited guarantees will remain in effect until the loan is repaid in full or the VIE reaches a specified debt yield for two consecutive quarters under the loan covenants. The maturity date of the VIE's loan is June 2019. The Company believes the likelihood of having to perform under the aforementioned limited payment guarantees was remote at June 30, 2017 and December 31, 2016 . Commitments The Company has the following commitments outstanding at June 30, 2017 : • 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 June 30, 2017 , the Company had commitments to extend an additional $193.9 million for these purposes provided certain conditions are met by its franchisees, of which $84.9 million is scheduled to be advanced in the next twelve months. • The Company committed to make additional capital contributions totaling $18.8 million to existing joint ventures related to the construction of various hotels to be operated under the Company's Cambria hotel & suites brand. • In November 2015, the Company provided financing to a development company to acquire and redevelop a historic office building into a Cambria hotel & suites hotel. The Company has committed to provide up to an aggregate of $50.1 million , if necessary, for acquisition of the property and property improvements. As of June 30, 2017 , the Company advanced $45.3 million . The promissory notes mature on November 30, 2019, and bear interest at variable and fixed rates and are payable monthly. 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 | 6 Months Ended |
Jun. 30, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Transactions with Unconsolidated Joint Ventures | Transactions with Unconsolidated Joint Ventures The Company has a management fee arrangement for marketing services with a joint venture partner. For the three and six months ended June 30, 2017 , fees earned and payroll costs reimbursed under this arrangement totaled $0.4 million and $0.8 million , respectively. For the three and six months ended June 30, 2016 , fees earned and payroll costs reimbursed under this arrangement totaled $0.2 million . The Company has entered into franchise agreements with certain of the unconsolidated joint ventures discussed in Note 6. Pursuant to these franchise agreements, the Company has recorded royalty and marketing and reservation system fees of approximately $8.1 million and $6.6 million for the three months ended June 30, 2017 and 2016 , respectively. For the six months ended June 30, 2017 and 2016 , the Company has recorded royalty and marking reservation system fees of approximately $12.0 million and $9.7 million , respectively. The Company has recorded $1.1 million and $1.1 million as a receivable due from these joint ventures as of June 30, 2017 and December 31, 2016, respectively. In addition, the Company has paid commissions of $45 thousand and $42 thousand for the three months ended June 30, 2017 and 2016 , respectively, and $67 thousand and $72 thousand for the six months ended June 30, 2017 and 2016 to an online travel agent for which the Company is a joint venture member. |
Company Information and Signi25
Company Information and Significant Accounting Policies (Policy) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting | 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 the Company's 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, 2016 and notes thereto included in the Company’s Annual Report on Form 10-K, filed with the SEC on February 27, 2017 (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. |
Recently Adopted Accounting Guidance and Future Adoption of Recently Announced Accounting Guidance | Recently Adopted Accounting Guidance In October 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-17, Consolidation (Topic 810) - Interests Held through Related Parties That Are under Common Control ("ASU No. 2016-17"). ASU No. 2016-17 alters the primary beneficiary assessment a reporting entity must perform as part of consolidation analysis to determine whether it should consolidate certain types of legal entities. Under legacy GAAP, indirect interests held through related parties under common control were to be considered in their entirety by the reporting entity in performing the primary beneficiary assessment. ASU No. 2016-17 revises the guidance such that indirect interests held through related parties under common control are considered on a proportionate basis in performing the primary beneficiary assessment. The Company adopted this ASU on January 1, 2017, and it did not have an impact on the Company's consolidated financial statements. Future Adoption of Recently Announced Accounting Guidance In May 2014, the FASB issued ASU No. 2014-09, Revenue From Contracts with Customers (Topic 606) ("ASU No. 2014-09") and issued subsequent amendments to the initial guidance at various points of 2015 and 2016 within ASU No. 2015-14, ASU No. 2016-08, ASU No. 2016-10, ASU No. 2016-12, and ASU No. 2016-20 (these ASUs collectively referred to as "Topic 606"). Topic 606 impacts virtually all aspects of an entity's revenue recognition and supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, as well as most industry-specific guidance. Topic 606 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. Topic 606 also specifies the accounting for some costs to obtain or fulfill a contract with a customer and provides enhanced disclosure requirements. Topic 606 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The guidance permits the retrospective or modified retrospective method when adopting Topic 606. The Company intends to adopt the standard in the annual period beginning January 1, 2018, and has not yet determined the method of adoption. The Company's evaluation is still preliminary for all areas below. The Company has determined royalties earned in exchange for a license to brand intellectual property on franchise agreements will be recognized in revenue over time typically after the occurrence of a completed stay, which is consistent with current practice. We are continuing to evaluate the services we provide as part of the franchise agreement, including the Choice Privileges loyalty program and other programs we operate as part of the marketing and reservation system, to determine if they are distinct from the license to brand intellectual property and thus represent separate performance obligations. We do not expect significant changes to the pattern of revenue recognition regardless of these determinations. The Company has determined initial and relicensing fees earned upon execution of a franchise agreement will be recognized as revenue ratably as services are provided over the enforceable period of the franchise license arrangement. This represents a change from current practice, whereby the Company typically will recognize revenue for initial and relicensing fees in full in the period of agreement execution. Similarly, the Company has determined sales commissions paid upon the execution of a franchise agreement will be recognized as expense ratably over the same period as revenues are recognized. This also represents a change, as the Company’s current practice is typically to recognize expense for sales commissions in full in the period of agreement execution. The Company is in the process of finalizing the periods of recognition and calculating the expected impacts for this revision. The Company believes the timing of recognition for profits from the sale of real estate assets will be accelerated under Topic 606, resulting from the removal of real estate specific guidance. The Company is in the process of calculating the expected impact of this revision. We continue to evaluate the accounting for other Company revenue streams for impacts as a result of adopting the standard. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU No. 2016-02"). ASU No. 2016-02 requires lessees to recognize most leases on their balance sheet by recording a liability for its lease obligation and an asset for its right to use the underlying asset as of the lease commencement date. The standard requires entities to determine whether an arrangement contains a lease or a service agreement as the accounting treatment is significantly different between the two arrangements. The standard also requires the lessee to evaluate whether a lease is a financing lease or an operating lease as the accounting and presentation guidance between the two are different. ASU No. 2016-02 also modifies the classification criteria and accounting for sales-type and direct financing leases for lessors. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the potential impact that ASU No. 2016-02 will have on the financial statements and disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) ("ASU No. 2016-13"), which will require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The guidance is effective for annual reporting periods beginning after December 15, 2019 and interim periods within those fiscal years. The Company is currently assessing the potential impact that ASU No. 2016-13 will have on its consolidated financial position or results of operations. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments ("ASU No. 2016-15"). ASU No. 2016-15 provides additional guidance on eight specific cash flow issues, such as the classification of debt prepayments or extinguishment costs, contingent consideration payments made after a business combination, and distributions received from equity method investees. The guidance is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the potential impact that ASU No. 2016-15 will have on the financial statements and disclosures. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740) - Intra-Entity Transfers of Assets Other Than Inventory ("ASU No. 2016-16"). ASU No. 2016-16 provides guidance on recognition of current income tax consequences for intercompany asset transfers (other than inventory) at the time of transfer. This represents a change from current GAAP, where the consolidated tax consequences of intercompany asset transfers are deferred from the time of transfer to a future period. The guidance is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption at the beginning of an annual period is permitted. The Company is currently assessing the potential impact that ASU No. 2016-16 will have on the financial statements and disclosures. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) Restricted Cash ("ASU 2016-18"). ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The guidance is effective for public business entities for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. The Company is currently assessing the potential impact that ASU No. 2016-18 will have on the financial statements and disclosures. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment (" ASU No. 2017-04 ") . ASU 2017-04 eliminates the two-step process that required identification of potential impairment and a separate measure of the actual impairment. The annual assessment of goodwill impairment will be determined by using the difference between the carrying amount and the fair value of the reporting unit. The guidance is effective for public business entities for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. The Company is currently assessing the potential impact that ASU No. 2017-04 will have on the financial statements and disclosures. In February 2017, the FASB issued ASU No. 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets (" ASU No. 2017-05 "). This ASU clarifies the scope and accounting of a financial asset that meets the definition of an “in-substance nonfinancial asset” and defines the term “in-substance nonfinancial asset.” This ASU also adds guidance for partial sales of nonfinancial assets. ASU 2017-05 will be effective for fiscal years beginning after December 15, 2017, including interim reporting periods within that reporting period. The Company is assessing the potential impact that ASU 2017-05 will have on the financial statements and disclosures. In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation: Scope of Modification Accounting , which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award changes as a result of the change in terms or conditions. ASU 2017-09 will be applied prospectively to awards modified on or after the adoption date. The standard is effective for the Company’s financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this ASU will have on the financial statements and disclosures. |
Other Current Assets (Tables)
Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Assets, Current [Abstract] | |
Schedule Of Other Current Assets | Other current assets consist of the following: June 30, 2017 December 31, 2016 (in thousands) Prepaid expenses $ 22,709 $ 22,210 Other current assets 2,487 4,675 Total $ 25,196 $ 26,885 |
Notes Receivable and Allowanc27
Notes Receivable and Allowance for Losses (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Notes Receivable and Allowance for Losses [Line Items] | |
Schedule Of Notes Receivable | The following table shows the composition of the Company's notes receivable balances: June 30, 2017 December 31, 2016 (in thousands) (in thousands) Credit Quality Indicator Forgivable Mezzanine Total Forgivable Mezzanine Total Senior $ — $ 70,409 $ 70,409 $ — $ 61,482 $ 61,482 Subordinated — 14,813 14,813 — 9,336 9,336 Unsecured 61,915 3,543 65,458 51,475 3,618 55,093 Total notes receivable 61,915 88,765 150,680 51,475 74,436 125,911 Allowance for losses on non-impaired loans 5,897 770 6,667 5,013 770 5,783 Allowance for losses on receivables specifically evaluated for impairment — 1,647 1,647 — 1,647 1,647 Total loan reserves 5,897 2,417 8,314 5,013 2,417 7,430 Net carrying value $ 56,018 $ 86,348 $ 142,366 $ 46,462 $ 72,019 $ 118,481 Current portion, net $ 369 $ 9,993 $ 10,362 $ 333 $ 7,540 $ 7,873 Long-term portion, net 55,649 76,355 132,004 46,129 64,479 110,608 Total $ 56,018 $ 86,348 $ 142,366 $ 46,462 $ 72,019 $ 118,481 |
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 six months ended June 30, 2017 : Forgivable Notes Receivable Mezzanine & Other Notes Receivable (in thousands) Beginning balance $ 5,013 $ 2,417 Provisions 1,326 — Recoveries (135 ) — Write-offs (24 ) — Other (1) (283 ) — Ending balance $ 5,897 $ 2,417 (1) Consists of changes in foreign currency exchange rates and default rate assumption changes |
Forgivable Notes Receivable | |
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 June 30, 2017 Forgivable Notes $ 17 $ 1,744 $ 1,761 $ 60,154 $ 61,915 $ 17 $ 1,744 $ 1,761 $ 60,154 $ 61,915 As of December 31, 2016 Forgivable Notes $ 116 $ 1,349 $ 1,465 $ 50,010 $ 51,475 $ 116 $ 1,349 $ 1,465 $ 50,010 $ 51,475 |
Mezzanine & Other Notes Receivable | |
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 June 30, 2017 Senior $ — $ — $ — $ 70,409 $ 70,409 Subordinated — — — 14,813 14,813 Unsecured — — — 3,543 3,543 $ — $ — $ — $ 88,765 $ 88,765 As of December 31, 2016 Senior $ — $ — $ — $ 61,482 $ 61,482 Subordinated — — — 9,336 9,336 Unsecured — — — 3,618 3,618 $ — $ — $ — $ 74,436 $ 74,436 |
Other Assets (Table)
Other Assets (Table) | 6 Months Ended |
Jun. 30, 2017 | |
Other Assets, Noncurrent [Abstract] | |
Components Of Other Assets | Other assets consist of the following: June 30, 2017 December 31, 2016 (in thousands) Land and buildings $ 29,027 $ 29,023 Advances to marketing and reservation system activities (Note 4) 14,532 18,069 Other assets 8,709 6,565 Total $ 52,268 $ 53,657 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Deferred Revenue and Credits [Abstract] | |
Components Of Deferred Revenue | Deferred revenue consists of the following: June 30, December 31, (in thousands) Loyalty programs $ 121,222 $ 115,851 Initial, relicensing and franchise fees 7,732 9,352 Procurement service fees 6,207 7,668 Other 189 347 Total $ 135,350 $ 133,218 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule Of Components Of Debt | Debt consists of the following: June 30, 2017 December 31, 2016 (in thousands) $400 million senior unsecured notes with an effective interest rate of 6.0% less deferred issuance costs of $4.3 million and $4.7 million at June 30, 2017 and December 31, 2016, respectively $ 395,681 $ 395,316 $250 million senior unsecured notes with an effective interest rate of 6.19%, less a discount and deferred issuance costs of $1.0 million and $1.1 million at June 30, 2017 and December 31, 2016, respectively 249,029 248,875 $450 million senior unsecured credit facility with an effective interest rate of 2.51% and 2.23%, less deferred issuance costs of $2.4 million and $2.6 million at June 30, 2017 and December 31, 2016, respectively 205,847 182,359 Fixed rate collateralized mortgage with an effective interest rate of 4.57%, plus a fair value adjustment of $0.6 million and $0.7 million at June 30, 2017 and December 31, 2016, respectively 9,119 9,432 Economic development loans with an effective interest rate of 3.0% at June 30, 2017 and December 31, 2016 3,712 3,712 Other notes payable 879 910 Total debt $ 864,267 $ 840,604 Less current portion 1,302 1,195 Total long-term debt $ 862,965 $ 839,409 |
Accumulated Other Comprehensi31
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 six months ended June 30, 2017 : Loss on Cash Flow Hedge Foreign Currency Items Total (in thousands) Beginning balance, December 31, 2016 $ (3,160 ) $ (5,362 ) $ (8,522 ) Other comprehensive income before reclassification — 1,991 1,991 Amounts reclassified from accumulated other comprehensive loss 431 — 431 Net current period other comprehensive income 431 1,991 2,422 Ending balance, June 30, 2017 $ (2,729 ) $ (3,371 ) $ (6,100 ) |
Reclassifications From Accumulated Other Comprehensive Income (Loss) | The amounts reclassified from accumulated other comprehensive loss during the three and six months ended June 30, 2017 were reclassified to the following line items in the Company's Consolidated Statements of Income. Component Amount Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Consolidated Statement of Income Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 (in thousands) Loss on cash flow hedge Interest rate contract $ 216 $ 431 Interest expense — — Tax (expense) benefit $ 216 $ 431 Net of tax |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule Of Fair Value Of Assets | As of June 30, 2017 and December 31, 2016 , 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 June 30, 2017 Money market funds, included in cash and cash equivalents $ 50,177 $ — $ 50,177 $ — Mutual funds (1) 18,619 18,619 — — Money market funds (1) 1,635 — 1,635 — $ 70,431 $ 18,619 $ 51,812 $ — As of December 31, 2016 Money market funds, included in cash and cash equivalents $ 50,085 $ — $ 50,085 $ — Mutual funds (1) 17,468 17,468 — — Money market funds (1) 1,676 — 1,676 — $ 69,229 $ 17,468 $ 51,761 $ — ________________________ (1) Included in Investments, employee benefit plans at fair value and other current assets on the consolidated balance sheets. |
Share-Based Compensation and 33
Share-Based Compensation and Capital Stock (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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: 2017 Grants 2016 Grants Risk-free interest rate 1.76 % 1.22 % Expected volatility 21.65 % 23.76 % Expected life of stock option 4.6 years 4.6 years Dividend yield 1.42 % 1.59 % Requisite service period 4 years 4 years Contractual life 7 years 7 years Weighted average fair value of options granted (per option) $ 10.80 $ 9.30 |
Summary Of Activity Related To Restricted Stock Grants | The following table is a summary of activity related to restricted stock grants: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Restricted share grants 25,526 42,042 145,580 167,152 Weighted average grant date fair value per share $ 62.84 $ 52.00 $ 61.02 $ 51.62 Aggregate grant date fair value ($000) $ 1,604 $ 2,186 $ 8,883 $ 8,628 Restricted shares forfeited 11,597 5,342 23,268 9,614 Vesting service period of shares granted 12 - 48 months 12 - 48 months 12 - 48 months 12 - 48 months Fair value of shares vested ($000) $ 1,094 $ 880 $ 7,911 $ 7,183 |
Summary Of Activity Related To PVRSU Grants | The following table is a summary of activity related to PVRSU grants: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Performance vested restricted stock units granted at target — 44,524 158,978 79,557 Weighted average grant date fair value per share $ — $ 44.92 $ 60.60 $ 47.81 Aggregate grant date fair value ($000) $ — $ 2,000 $ 9,634 $ 3,804 Stock units forfeited 56,717 — 71,786 28,193 Requisite service period — 31 - 43 months 36 months 31 -43 months |
Summary Of Change In Stock-Based Award Activity | A summary of stock-based award activity as of June 30, 2017 and changes during the six 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, 2017 2,193,502 $ 48.26 407,812 $ 50.61 235,980 $ 47.59 Granted 185,627 60.63 145,580 61.02 158,978 60.60 Performance based leveraging (1) — — — — 9,491 45.59 Exercised/Vested (157,196 ) 41.92 (131,919 ) 48.02 (38,329 ) 46.19 Expired (9,729 ) 56.67 — — — — Forfeited (30,300 ) 54.23 (23,268 ) 54.60 (71,786 ) 38.79 Outstanding at June 30, 2017 2,181,904 $ 49.65 4.3 years 398,205 $ 55.04 294,334 $ 56.89 Options exercisable at June 30, 2017 1,120,619 $ 44.85 3.4 years _________________________________ (1) PVRSU units outstanding have been increased by 9,491 units due to the Company exceeding the targeted performance conditions contained in PVRSUs granted in prior periods during the six months ended June 30, 2017 . |
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 six months ended June 30, 2017 and 2016 : Three Months Ended Six Months Ended June 30, June 30, (in millions) 2017 2016 2017 2016 Stock options $ 1.1 $ 1.5 $ 2.2 $ 2.6 Restricted stock 1.7 2.2 3.4 4.0 Performance vested restricted stock units 1.1 0.7 2.1 1.3 Total $ 3.9 $ 4.4 $ 7.7 $ 7.9 Income tax benefits $ 1.5 $ 1.6 $ 2.9 $ 2.9 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 Six Months Ended June 30, June 30, (In thousands, except per share amounts) 2017 2016 2017 2016 Computation of Basic Earnings Per Share: Numerator: Net income $ 44,995 $ 38,822 $ 73,739 $ 59,985 Income allocated to participating securities (319 ) (272 ) (526 ) (411 ) Net income available to common shareholders $ 44,676 $ 38,550 $ 73,213 $ 59,574 Denominator: Weighted average common shares outstanding – basic 56,073 56,060 56,007 56,043 Basic earnings per share $ 0.80 $ 0.69 $ 1.31 $ 1.06 Computation of Diluted Earnings Per Share: Numerator: Net income $ 44,995 $ 38,822 $ 73,739 $ 59,985 Income allocated to participating securities (317 ) (271 ) (524 ) (410 ) Net income available to common shareholders $ 44,678 $ 38,551 $ 73,215 $ 59,575 Denominator: Weighted average common shares outstanding – basic 56,073 56,060 56,007 56,043 Diluted effect of stock options and PVRSUs 355 296 361 304 Weighted average common shares outstanding – diluted 56,428 56,356 56,368 56,347 Diluted earnings per share $ 0.79 $ 0.68 $ 1.30 $ 1.06 |
Condensed Consolidating Finan35
Condensed Consolidating Financial Statements (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Consolidating Statement Of Income | Choice Hotels International, Inc. and Subsidiaries Condensed Consolidating Statement of Income For the Three Months Ended June 30, 2017 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated REVENUES: Royalty fees $ 86,839 $ 41,918 $ 10,814 $ (47,085 ) $ 92,486 Initial franchise and relicensing fees 6,902 — 79 — 6,981 Procurement services 10,869 — 199 — 11,068 Marketing and reservation system 146,134 112,060 3,976 (104,135 ) 158,035 Other 5,912 41 2,581 (305 ) 8,229 Total revenues 256,656 154,019 17,649 (151,525 ) 276,799 OPERATING EXPENSES: Selling, general and administrative 40,702 38,349 6,547 (47,390 ) 38,208 Depreciation and amortization 377 1,823 850 — 3,050 Marketing and reservation system 149,781 107,908 4,481 (104,135 ) 158,035 Total operating expenses 190,860 148,080 11,878 (151,525 ) 199,293 Operating income 65,796 5,939 5,771 — 77,506 OTHER INCOME AND EXPENSES, NET: Interest expense 11,138 — 142 — 11,280 Other items, net (424 ) 968 (1,699 ) — (1,155 ) Equity in earnings of consolidated (9,704 ) (21 ) — 9,725 — Total other income and expenses, net 1,010 947 (1,557 ) 9,725 10,125 Income before income taxes 64,786 4,992 7,328 (9,725 ) 67,381 Income taxes 19,791 2,105 490 — 22,386 Net income $ 44,995 $ 2,887 $ 6,838 $ (9,725 ) $ 44,995 Choice Hotels International, Inc. and Subsidiaries Condensed Consolidating Statement of Income For the Three Months Ended June 30, 2016 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated REVENUES: Royalty fees $ 80,981 $ 44,695 $ 8,105 $ (47,586 ) $ 86,195 Initial franchise and relicensing fees 5,498 — 208 — 5,706 Procurement services 10,122 — 186 — 10,308 Marketing and reservation system 123,218 109,342 4,125 (102,871 ) 133,814 Other 3,597 63 2,345 (277 ) 5,728 Total revenues 223,416 154,100 14,969 (150,734 ) 241,751 OPERATING EXPENSES: Selling, general and administrative 42,701 40,772 4,429 (47,863 ) 40,039 Depreciation and amortization 545 1,784 627 — 2,956 Marketing and reservation system 128,161 104,498 4,026 (102,871 ) 133,814 Total operating expenses 171,407 147,054 9,082 (150,734 ) 176,809 Operating income 52,009 7,046 5,887 — 64,942 OTHER INCOME AND EXPENSES, NET: Interest expense 11,082 — 142 — 11,224 Other items, net (402 ) (452 ) (1,038 ) — (1,892 ) Equity in earnings of consolidated (11,211 ) (232 ) — 11,443 — Total other income and expenses, net (531 ) (684 ) (896 ) 11,443 9,332 Income before income taxes 52,540 7,730 6,783 (11,443 ) 55,610 Income taxes 13,718 2,761 309 — 16,788 Net income $ 38,822 $ 4,969 $ 6,474 $ (11,443 ) $ 38,822 Choice Hotels International, Inc. and Subsidiaries Condensed Consolidating Statement of Income For the Six Months Ended June 30, 2017 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated REVENUES: Royalty fees $ 151,143 $ 72,653 $ 21,315 $ (83,636 ) $ 161,475 Initial franchise and relicensing fees 11,814 — 173 — 11,987 Procurement services 17,124 — 420 — 17,544 Marketing and reservation system 244,336 205,756 7,597 (190,179 ) 267,510 Other 11,587 81 5,004 (491 ) 16,181 Total revenues 436,004 278,490 34,509 (274,306 ) 474,697 OPERATING EXPENSES: Selling, general and administrative 77,512 65,308 12,361 (84,127 ) 71,054 Depreciation and amortization 761 3,644 1,715 — 6,120 Marketing and reservation system 251,878 197,487 8,324 (190,179 ) 267,510 Total operating expenses 330,151 266,439 22,400 (274,306 ) 344,684 Operating income 105,853 12,051 12,109 — 130,013 OTHER INCOME AND EXPENSES, NET: Interest expense 22,201 — 284 — 22,485 Other items, net (788 ) 1,896 (2,344 ) — (1,236 ) Equity in earnings of consolidated (21,024 ) 434 — 20,590 — Total other income and expenses, net 389 2,330 (2,060 ) 20,590 21,249 Income before income taxes 105,464 9,721 14,169 (20,590 ) 108,764 Income taxes 31,725 3,035 265 — 35,025 Net income $ 73,739 $ 6,686 $ 13,904 $ (20,590 ) $ 73,739 Choice Hotels International, Inc. and Subsidiaries Condensed Consolidating Statement of Income For the Six Months Ended June 30, 2016 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated REVENUES: Royalty fees $ 141,255 $ 77,113 $ 19,020 $ (86,334 ) $ 151,054 Initial franchise and relicensing fees 10,554 — 308 — 10,862 Procurement services 15,744 — 360 — 16,104 Marketing and reservation system 239,361 244,566 7,551 (231,303 ) 260,175 Other 6,596 137 4,402 (461 ) 10,674 Total revenues 413,510 321,816 31,641 (318,098 ) 448,869 OPERATING EXPENSES: Selling, general and administrative 81,928 69,534 10,491 (86,795 ) 75,158 Depreciation and amortization 847 3,686 1,188 — 5,721 Marketing and reservation system 250,139 233,941 7,398 (231,303 ) 260,175 Total operating expenses 332,914 307,161 19,077 (318,098 ) 341,054 Operating income 80,596 14,655 12,564 — 107,815 OTHER INCOME AND EXPENSES, NET: Interest expense 22,030 — 286 — 22,316 Other items, net (848 ) 831 (472 ) — (489 ) Equity in earnings of consolidated (22,505 ) 575 — 21,930 — Total other income and expenses, net (1,323 ) 1,406 (186 ) 21,930 21,827 Income before income taxes 81,919 13,249 12,750 (21,930 ) 85,988 Income taxes 21,934 4,197 (128 ) — 26,003 Net income $ 59,985 $ 9,052 $ 12,878 $ (21,930 ) $ 59,985 |
Condensed Consolidating Statement of Comprehensive Income | Parent Guarantor Non-Guarantor Eliminations Consolidated Net income $ 44,995 $ 2,887 $ 6,838 $ (9,725 ) $ 44,995 Other comprehensive income, net of tax: Amortization of loss on cash flow hedge 216 — — — 216 Foreign currency translation adjustment 1,423 — 1,423 (1,423 ) 1,423 Other comprehensive income, net of tax 1,639 — 1,423 (1,423 ) 1,639 Comprehensive income $ 46,634 $ 2,887 $ 8,261 $ (11,148 ) $ 46,634 Choice Hotels International, Inc. and Subsidiaries Condensed Consolidating Statement of Comprehensive Income For the Three Months Ended June 30, 2016 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net income $ 38,822 $ 4,969 $ 6,474 $ (11,443 ) $ 38,822 Other comprehensive income, net of tax: Amortization of loss on cash flow hedge 216 — — — 216 Foreign currency translation adjustment (629 ) — (629 ) 629 (629 ) Other comprehensive income, net of tax (413 ) — (629 ) 629 (413 ) Comprehensive income $ 38,409 $ 4,969 $ 5,845 $ (10,814 ) $ 38,409 Choice Hotels International, Inc. and Subsidiaries Condensed Consolidating Statement of Comprehensive Income For the Six Months Ended June 30, 2017 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net income $ 73,739 $ 6,686 $ 13,904 $ (20,590 ) $ 73,739 Other comprehensive income, net of tax: Amortization of loss on cash flow hedge 431 — — — 431 Foreign currency translation adjustment 1,991 — 1,991 (1,991 ) 1,991 Other comprehensive income, net of tax 2,422 — 1,991 (1,991 ) 2,422 Comprehensive income $ 76,161 $ 6,686 $ 15,895 $ (22,581 ) $ 76,161 Choice Hotels International, Inc. and Subsidiaries Condensed Consolidating Statement of Comprehensive Income For the Six Months Ended June 30, 2016 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net income $ 59,985 $ 9,052 $ 12,878 $ (21,930 ) $ 59,985 Other comprehensive income, net of tax: Amortization of loss on cash flow hedge 431 — — — 431 Foreign currency translation adjustment 899 — 899 (899 ) 899 Other comprehensive income, net of tax 1,330 — 899 (899 ) 1,330 Comprehensive income $ 61,315 $ 9,052 $ 13,777 $ (22,829 ) $ 61,315 |
Condensed Consolidating Balance Sheet | Choice Hotels International, Inc. and Subsidiaries Condensed Consolidating Balance Sheet As of June 30, 2017 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated ASSETS Cash and cash equivalents $ 6,769 $ 169 $ 191,019 $ — $ 197,957 Receivables, net 134,348 1,597 10,858 (150 ) 146,653 Income taxes receivable — 643 3,063 (3,647 ) 59 Other current assets 11,327 22,786 1,498 (53 ) 35,558 Total current assets 152,444 25,195 206,438 (3,850 ) 380,227 Property and equipment, at cost, net 46,901 19,006 17,227 — 83,134 Goodwill 65,813 — 14,223 — 80,036 Intangible assets, net 4,973 3,192 6,936 — 15,101 Notes receivable, net of allowances 18,633 50,859 62,512 — 132,004 Investments, employee benefit plans, at fair value — 19,451 — — 19,451 Investment in affiliates 548,554 49,133 — (597,687 ) — Advances to affiliates 9,551 79,726 953 (90,230 ) — Deferred income taxes 39,992 15,658 — (1,620 ) 54,030 Other assets 14,815 117,819 51,406 (50 ) 183,990 Total assets $ 901,676 $ 380,039 $ 359,695 $ (693,437 ) $ 947,973 LIABILITIES AND SHAREHOLDERS’ DEFICIT Accounts payable $ 25,271 $ 38,861 $ 3,754 $ (150 ) $ 67,736 Accrued expenses and other current liabilities 30,129 27,370 8,338 — 65,837 Deferred revenue 134,194 — 1,209 (53 ) 135,350 Other current liabilities 9,776 7 1,302 (3,647 ) 7,438 Total current liabilities 199,370 66,238 14,603 (3,850 ) 276,361 Long-term debt 850,557 3,712 8,696 — 862,965 Deferred compensation and retirement plan obligations — 23,912 15 — 23,927 Advances from affiliates 87,471 1,256 1,503 (90,230 ) — Other liabilities 16,895 14,630 7,482 (1,670 ) 37,337 Total liabilities 1,154,293 109,748 32,299 (95,750 ) 1,200,590 Total shareholders’ (deficit) equity (252,617 ) 270,291 327,396 (597,687 ) (252,617 ) Total liabilities and shareholders’ deficit $ 901,676 $ 380,039 $ 359,695 $ (693,437 ) $ 947,973 Choice Hotels International, Inc. and Subsidiaries Condensed Consolidating Balance Sheet As of December 31, 2016 (in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated ASSETS Cash and cash equivalents $ 14,696 $ 159 $ 187,608 $ — $ 202,463 Receivables, net 96,128 1,556 9,802 (150 ) 107,336 Other current assets 9,120 29,281 4,470 (7,797 ) 35,074 Total current assets 119,944 30,996 201,880 (7,947 ) 344,873 Property and equipment, at cost, net 44,236 21,718 18,107 — 84,061 Goodwill 65,813 — 13,092 — 78,905 Intangible assets, net 5,279 3,494 6,965 — 15,738 Notes receivable, net of allowances 16,285 42,398 51,925 — 110,608 Investments, employee benefit plans, at fair value — 16,975 — — 16,975 Investment in affiliates 526,166 50,798 — (576,964 ) — Advances to affiliates 14,929 123,074 17 (138,020 ) — Deferred income taxes 40,459 14,234 — (1,881 ) 52,812 Other assets 18,259 76,933 53,304 — 148,496 Total assets $ 851,370 $ 380,620 $ 345,290 $ (724,812 ) $ 852,468 LIABILITIES AND SHAREHOLDERS’ DEFICIT Accounts payable $ 14,296 $ 29,705 $ 4,220 $ (150 ) $ 48,071 Accrued expenses and other current liabilities 31,352 45,179 3,857 — 80,388 Deferred revenue 132,217 — 1,107 (106 ) 133,218 Other current liabilities 8,480 7 1,195 (7,691 ) 1,991 Total current liabilities 186,345 74,891 10,379 (7,947 ) 263,668 Long-term debt 826,551 3,712 9,146 — 839,409 Deferred compensation and retirement plan obligations — 21,584 11 — 21,595 Advances from affiliates 135,879 1,188 953 (138,020 ) — Other liabilities 13,944 15,631 11,451 (1,881 ) 39,145 Total liabilities 1,162,719 117,006 31,940 (147,848 ) 1,163,817 Total shareholders’ (deficit) equity (311,349 ) 263,614 313,350 (576,964 ) (311,349 ) Total liabilities and shareholders' deficit $ 851,370 $ 380,620 $ 345,290 $ (724,812 ) $ 852,468 |
Condensed Consolidating Statement Of Cash Flows | Choice Hotels International, Inc. and Subsidiaries Condensed Consolidating Statement of Cash Flows For the Six Months Ended June 30, 2017 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net cash provided (used) by operating activities $ 9,541 $ 42,479 $ 12,745 $ (657 ) $ 64,108 Cash Flows From Investing Activities Investment in property and equipment (9,120 ) (1,344 ) (223 ) — (10,687 ) Investment in intangible assets (1,499 ) (729 ) — — (2,228 ) Contributions to equity method investments — (42,090 ) (37 ) — (42,127 ) Distributions from equity method investments — — 1,696 — 1,696 Purchases of investments, employee benefit plans — (1,736 ) — — (1,736 ) Proceeds from sales of investments, employee benefit plans — 2,094 — — 2,094 Issuance of mezzanine and other notes receivable (5,444 ) — (9,533 ) — (14,977 ) Collections of mezzanine and other notes receivable 552 — — — 552 Advances to and investment in affiliates — (484 ) — 484 — Divestment in affiliates — 1,707 — (1,707 ) — Other items, net — 113 (3 ) — 110 Net cash used by investing activities (15,511 ) (42,469 ) (8,100 ) (1,223 ) (67,303 ) Cash Flows from Financing Activities Net borrowings pursuant to revolving credit facilities 23,200 — — — 23,200 Principal payments on long-term debt — — (309 ) — (309 ) Purchases of treasury stock (7,414 ) — — — (7,414 ) Dividends paid (24,333 ) — (657 ) 657 (24,333 ) Proceeds from contributions from affiliates — — 484 (484 ) — Distributions to affiliates — — (1,707 ) 1,707 — Proceeds from exercise of stock options 6,590 — — 6,590 Net cash provided (used) by financing activities (1,957 ) — (2,189 ) 1,880 (2,266 ) Net change in cash and cash equivalents (7,927 ) 10 2,456 — (5,461 ) Effect of foreign exchange rate changes on cash and cash equivalents — — 955 — 955 Cash and cash equivalents at beginning of period 14,696 159 187,608 — 202,463 Cash and cash equivalents at end of period $ 6,769 $ 169 $ 191,019 $ — $ 197,957 Choice Hotels International, Inc. and Subsidiaries Condensed Consolidating Statement of Cash Flows For the Six Months Ended June 30, 2016 (Unaudited, in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net cash provided (used) by operating activities $ (34,467 ) $ 45,562 $ 16,766 $ — $ 27,861 Cash Flows From Investing Activities Investment in property and equipment (6,427 ) (4,261 ) (224 ) — (10,912 ) Investment in intangible assets (322 ) — — — (322 ) Proceeds from sales of assets — — 1,700 — 1,700 Acquisitions of real estate — — (25,389 ) — (25,389 ) Contributions to equity method investments — (19,648 ) (40 ) — (19,688 ) Distributions from equity method investments — — 3,619 — 3,619 Purchases of investments, employee benefit plans — (1,140 ) — — (1,140 ) Proceeds from sales of investments, employee benefit plans — 1,136 — — 1,136 Issuance of mezzanine and other notes receivable (5,306 ) — (7,742 ) — (13,048 ) Collections of mezzanine and other notes receivable 10,158 — — — 10,158 Advances to and investment in affiliates — (25,816 ) — 25,816 — Divestment in affiliates — 5,298 — (5,298 ) — Other items, net — — 11 — 11 Net cash used by investing activities (1,897 ) (44,431 ) (28,065 ) 20,518 (53,875 ) Cash Flows from Financing Activities Net borrowings pursuant to revolving credit facilities 88,000 — (50 ) — 87,950 Principal payments on long-term debt — (368 ) (255 ) — (623 ) Proceeds from contributions from affiliates — — 25,816 (25,816 ) — Purchases of treasury stock (28,278 ) — — — (28,278 ) Dividends paid (23,193 ) — — — (23,193 ) Distributions to affiliates — — (5,298 ) 5,298 — Proceeds from exercise of stock options 4,234 — — — 4,234 Net cash provided (used) by financing activities 40,763 (368 ) 20,213 (20,518 ) 40,090 Net change in cash and cash equivalents 4,399 763 8,914 — 14,076 Effect of foreign exchange rate changes on cash and cash equivalents — — 371 — 371 Cash and cash equivalents at beginning of period 13,529 19 179,893 — 193,441 Cash and cash equivalents at end of period $ 17,928 $ 782 $ 189,178 $ — $ 207,888 |
Reportable Segment Information
Reportable Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017 Three Months Ended June 30, 2016 (In thousands) Hotel Franchising SkyTouch Technology Corporate & Consolidated Hotel Franchising SkyTouch Technology Corporate & Consolidated Revenues $ 274,242 $ 684 $ 1,873 $ 276,799 $ 239,683 $ 463 $ 1,605 $ 241,751 Operating income (loss) $ 92,414 $ (1,485 ) $ (13,423 ) $ 77,506 $ 83,573 $ (4,750 ) $ (13,881 ) $ 64,942 Income (loss) before income taxes $ 91,555 $ (1,485 ) $ (22,689 ) $ 67,381 $ 84,317 $ (4,750 ) $ (23,957 ) $ 55,610 Six Months Ended June 30, 2017 Six Months Ended June 30, 2016 (In thousands) Hotel Franchising SkyTouch Technology Corporate & Consolidated Hotel Franchising SkyTouch Technology Corporate & Consolidated Revenues $ 469,585 $ 1,332 $ 3,780 $ 474,697 $ 444,772 $ 869 $ 3,228 $ 448,869 Operating income (loss) $ 157,774 $ (2,579 ) $ (25,182 ) $ 130,013 $ 142,165 $ (9,075 ) $ (25,275 ) $ 107,815 Income (loss) before income taxes $ 154,835 $ (2,579 ) $ (43,492 ) $ 108,764 $ 140,729 $ (9,075 ) $ (45,666 ) $ 85,988 |
Other Current Assets Schedule o
Other Current Assets Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Assets, Current [Abstract] | ||
Prepaid expenses | $ 22,709 | $ 22,210 |
Other current assets | 2,487 | 4,675 |
Total | $ 25,196 | $ 26,885 |
Notes Receivable and Allowanc38
Notes Receivable and Allowance for Losses Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)category | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | |
Notes Receivable and Allowance for Losses [Line Items] | |||||
Number of categories, credit losses for notes receivable | category | 2 | ||||
Notes receivable | $ 150,680 | $ 150,680 | $ 125,911 | ||
Allowance for losses on non-impaired loans | 6,667 | 6,667 | 5,783 | ||
Amortization expense | 3,050 | $ 2,956 | 6,120 | $ 5,721 | |
Loan reserves | 8,314 | 8,314 | 7,430 | ||
Forgivable Notes Receivable | |||||
Notes Receivable and Allowance for Losses [Line Items] | |||||
Notes receivable | 61,915 | 61,915 | 51,475 | ||
Allowance for losses on non-impaired loans | 5,897 | 5,897 | 5,013 | ||
Amortization expense | 2,400 | 2,200 | 4,900 | 4,400 | |
Loan reserves | 5,897 | 5,897 | 5,013 | ||
Mezzanine & Other Notes Receivable | |||||
Notes Receivable and Allowance for Losses [Line Items] | |||||
Notes receivable | 88,765 | 88,765 | 74,436 | ||
Allowance for losses on non-impaired loans | 770 | 770 | 770 | ||
Loan reserves | 2,417 | 2,417 | 2,417 | ||
Mezzanine & Other Notes Receivable | Impaired Loans | |||||
Notes Receivable and Allowance for Losses [Line Items] | |||||
Impaired receivables, recorded investment | 1,800 | 1,800 | 1,900 | ||
Impaired receivables, related allowance | 1,600 | 1,600 | 1,600 | ||
Average notes receivable, nonaccrual status | 1,900 | $ 800 | |||
Interest income, impaired loans | 44 | $ 43 | |||
Mezzanine & Other Notes Receivable | Non-impaired Loans | |||||
Notes Receivable and Allowance for Losses [Line Items] | |||||
Loan reserves | 800 | 800 | $ 800 | ||
Variable Interest Entity, Not Primary Beneficiary | Mezzanine & Other Notes Receivable | |||||
Notes Receivable and Allowance for Losses [Line Items] | |||||
Loans and financing receivable | 33,500 | 33,500 | |||
Interest Rate Below Market Reduction | Variable Interest Entity, Not Primary Beneficiary | Mezzanine & Other Notes Receivable | |||||
Notes Receivable and Allowance for Losses [Line Items] | |||||
Loans and financing receivable | 2,100 | 2,100 | |||
Receivable with Imputed Interest, Discount | $ 100 | $ 100 |
Notes Receivable and Allowanc39
Notes Receivable and Allowance for Losses Schedule Of Notes Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Notes Receivable and Allowance for Losses [Line Items] | ||
Notes receivable | $ 150,680 | $ 125,911 |
Allowance for losses on non-impaired loans | 6,667 | 5,783 |
Allowance for losses on receivables specifically evaluated for impairment | 1,647 | 1,647 |
Total loan reserves | 8,314 | 7,430 |
Net carrying value | 142,366 | 118,481 |
Current portion, net | 10,362 | 7,873 |
Long-term portion, net | 132,004 | 110,608 |
Forgivable Notes Receivable | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Notes receivable | 61,915 | 51,475 |
Allowance for losses on non-impaired loans | 5,897 | 5,013 |
Allowance for losses on receivables specifically evaluated for impairment | 0 | 0 |
Total loan reserves | 5,897 | 5,013 |
Net carrying value | 56,018 | 46,462 |
Current portion, net | 369 | 333 |
Long-term portion, net | 55,649 | 46,129 |
Mezzanine & Other Notes Receivable | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Notes receivable | 88,765 | 74,436 |
Allowance for losses on non-impaired loans | 770 | 770 |
Allowance for losses on receivables specifically evaluated for impairment | 1,647 | 1,647 |
Total loan reserves | 2,417 | 2,417 |
Net carrying value | 86,348 | 72,019 |
Current portion, net | 9,993 | 7,540 |
Long-term portion, net | 76,355 | 64,479 |
Senior | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Notes receivable | 70,409 | 61,482 |
Senior | Forgivable Notes Receivable | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Notes receivable | 0 | 0 |
Senior | Mezzanine & Other Notes Receivable | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Notes receivable | 70,409 | 61,482 |
Subordinated | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Notes receivable | 14,813 | 9,336 |
Subordinated | Forgivable Notes Receivable | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Notes receivable | 0 | 0 |
Subordinated | Mezzanine & Other Notes Receivable | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Notes receivable | 14,813 | 9,336 |
Unsecured | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Notes receivable | 65,458 | 55,093 |
Unsecured | Forgivable Notes Receivable | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Notes receivable | 61,915 | 51,475 |
Unsecured | Mezzanine & Other Notes Receivable | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Notes receivable | $ 3,543 | $ 3,618 |
Notes Receivable and Allowanc40
Notes Receivable and Allowance for Losses Summary Of Activity Related To Allowance For Losses (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |
Beginning balance | $ 7,430 |
Ending balance | 8,314 |
Forgivable Notes Receivable | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |
Beginning balance | 5,013 |
Provisions | 1,326 |
Recoveries | (135) |
Write-offs | (24) |
Other | (283) |
Ending balance | 5,897 |
Mezzanine & Other Notes Receivable | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |
Beginning balance | 2,417 |
Provisions | 0 |
Recoveries | 0 |
Write-offs | 0 |
Other | 0 |
Ending balance | $ 2,417 |
Notes Receivable and Allowanc41
Notes Receivable and Allowance for Losses Past Due Balances Of Mezzanine And Other Notes Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Forgivable Notes Receivable | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | $ 1,761 | $ 1,465 |
Current | 60,154 | 50,010 |
Total Notes Receivable | 61,915 | 51,475 |
Mezzanine & Other Notes Receivable | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 0 | 0 |
Current | 88,765 | 74,436 |
Total Notes Receivable | 88,765 | 74,436 |
Mezzanine & Other Notes Receivable | Senior | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 0 | 0 |
Current | 70,409 | 61,482 |
Total Notes Receivable | 70,409 | 61,482 |
Mezzanine & Other Notes Receivable | Subordinated | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 0 | 0 |
Current | 14,813 | 9,336 |
Total Notes Receivable | 14,813 | 9,336 |
Mezzanine & Other Notes Receivable | Unsecured | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 0 | 0 |
Current | 3,543 | 3,618 |
Total Notes Receivable | 3,543 | 3,618 |
Financing Receivables, 30 to 89 Days Past Due | Forgivable Notes Receivable | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 17 | 116 |
Financing Receivables, 30 to 89 Days Past Due | Mezzanine & Other Notes Receivable | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 0 | 0 |
Financing Receivables, 30 to 89 Days Past Due | Mezzanine & Other Notes Receivable | Senior | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 0 | 0 |
Financing Receivables, 30 to 89 Days Past Due | Mezzanine & Other Notes Receivable | Subordinated | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 0 | 0 |
Financing Receivables, 30 to 89 Days Past Due | Mezzanine & Other Notes Receivable | Unsecured | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 0 | 0 |
Financing Receivables, Equal to Greater than 90 Days Past Due | Forgivable Notes Receivable | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 1,744 | 1,349 |
Financing Receivables, Equal to Greater than 90 Days Past Due | Mezzanine & Other Notes Receivable | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 0 | 0 |
Financing Receivables, Equal to Greater than 90 Days Past Due | Mezzanine & Other Notes Receivable | Senior | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 0 | 0 |
Financing Receivables, Equal to Greater than 90 Days Past Due | Mezzanine & Other Notes Receivable | Subordinated | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 0 | 0 |
Financing Receivables, Equal to Greater than 90 Days Past Due | Mezzanine & Other Notes Receivable | Unsecured | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | $ 0 | $ 0 |
Marketing and Reservation Act42
Marketing and Reservation Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Advances, Marketing and Reservation Activities [Line Items] | |||||
Depreciation and amortization | $ 3,050 | $ 2,956 | $ 6,120 | $ 5,721 | |
Interest expense | 11,280 | 11,224 | 22,485 | 22,316 | |
Marketing And Reservation Fees | |||||
Advances, Marketing and Reservation Activities [Line Items] | |||||
Marketing and reservation system costs exceed marketing and reservation system revenues, amount | 14,500 | 14,500 | $ 18,100 | ||
Depreciation and amortization | 5,900 | 6,500 | 12,300 | 12,400 | |
Interest expense | $ 1 | $ 2 | $ 1 | $ 5 |
Other Assets Components Of Othe
Other Assets Components Of Other Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Other Assets, Noncurrent [Abstract] | ||
Land and buildings | $ 29,027 | $ 29,023 |
Advances to marketing and reservation system activities | 14,532 | 18,069 |
Other assets | 8,709 | 6,565 |
Total | $ 52,268 | $ 53,657 |
Investments in Unconsolidated44
Investments in Unconsolidated Entities (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Investments in joint ventures included in unconsolidated entities | $ 128.4 | $ 128.4 | $ 91.9 | ||
Net (income) loss attributable to variable interest entities | $ (1.4) | $ 0.5 | $ (3.9) | $ (2) |
Deferred Revenue Components Of
Deferred Revenue Components Of Deferred Revenue (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Deferred Revenue [Line Items] | ||
Deferred revenue | $ 135,350 | $ 133,218 |
Loyalty programs | ||
Deferred Revenue [Line Items] | ||
Deferred revenue | 121,222 | 115,851 |
Initial, relicensing and franchise fees | ||
Deferred Revenue [Line Items] | ||
Deferred revenue | 7,732 | 9,352 |
Procurement service fees | ||
Deferred Revenue [Line Items] | ||
Deferred revenue | 6,207 | 7,668 |
Other | ||
Deferred Revenue [Line Items] | ||
Deferred revenue | $ 189 | $ 347 |
Debt Schedule Of Components Of
Debt Schedule Of Components Of Debt (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Dec. 31, 2016 | Jul. 21, 2015 | Jun. 27, 2012 | Aug. 25, 2010 | |
Debt [Line Items] | |||||
Total debt | $ 864,267,000 | $ 840,604,000 | |||
Less current portion | 1,302,000 | 1,195,000 | |||
Total long-term debt | 862,965,000 | 839,409,000 | |||
Senior | $400 Million Senior Notes | |||||
Debt [Line Items] | |||||
Total debt | 395,681,000 | 395,316,000 | |||
Debt instrument face amount | $ 400,000,000 | $ 400,000,000 | $ 400,000,000 | ||
Debt instrument effective interest rate (percentage) | 6.00% | 6.00% | 6.00% | ||
Deferred issuance costs | $ 4,300,000 | $ 4,700,000 | |||
Senior | $250 Million Senior Notes | |||||
Debt [Line Items] | |||||
Total debt | 249,029,000 | 248,875,000 | |||
Debt instrument face amount | $ 250,000,000 | $ 250,000,000 | $ 250,000,000 | ||
Debt instrument effective interest rate (percentage) | 6.19% | 6.19% | 6.19% | ||
Discount and deferred issuance costs | $ 1,000,000 | $ 1,100,000 | |||
Revolving Credit Facility | $450 Million Unsecured Revolving Credit Facility | |||||
Debt [Line Items] | |||||
Total debt | 205,847,000 | 182,359,000 | |||
Debt instrument face amount | $ 450,000,000 | $ 450,000,000 | $ 450,000,000 | ||
Debt instrument effective interest rate (percentage) | 2.51% | 2.23% | |||
Deferred issuance costs | $ 2,400,000 | $ 2,600,000 | |||
Collateralized mortgage | |||||
Debt [Line Items] | |||||
Total debt | $ 9,119,000 | $ 9,432,000 | |||
Debt instrument effective interest rate (percentage) | 4.57% | 4.57% | |||
Fair value adjustment | $ 600,000 | $ 700,000 | |||
Economic Development Loans | |||||
Debt [Line Items] | |||||
Total debt | $ 3,712,000 | $ 3,712,000 | |||
Debt instrument effective interest rate (percentage) | 3.00% | 3.00% | |||
Other Notes Payable | |||||
Debt [Line Items] | |||||
Total debt | $ 879,000 | $ 910,000 |
Debt Narrative (Details)
Debt Narrative (Details) | Jul. 21, 2015USD ($) | Apr. 30, 2013USD ($) | Aug. 23, 2012USD ($) | Jun. 27, 2012USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 30, 2014USD ($) | Aug. 25, 2010USD ($) |
2012 special cash dividend | 2012 special cash dividend | ||||||||
Debt [Line Items] | ||||||||
Payments of special dividends | $ 600,700,000 | |||||||
Collateralized mortgage | ||||||||
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 | $ 1,200,000 | |||||||
Economic Development Loans | ||||||||
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 - term | 10 years | |||||||
$400 Million Senior Notes | Senior | ||||||||
Debt [Line Items] | ||||||||
Debt instrument face amount | $ 400,000,000 | $ 400,000,000 | $ 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 | |||||||
$250 Million Senior Notes | Senior | ||||||||
Debt [Line Items] | ||||||||
Debt instrument face amount | $ 250,000,000 | $ 250,000,000 | $ 250,000,000 | |||||
Debt instrument stated interest rate (percentage) | 5.70% | |||||||
Debt instrument effective interest rate (percentage) | 6.19% | 6.19% | 6.19% | |||||
Senior notes, discount | $ 600,000 | |||||||
$450 Million Unsecured Revolving Credit Facility | Revolving Credit Facility | ||||||||
Debt [Line Items] | ||||||||
Debt instrument face amount | $ 450,000,000 | $ 450,000,000 | $ 450,000,000 | |||||
Debt instrument effective interest rate (percentage) | 2.51% | 2.23% | ||||||
Option to extend, 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 | Revolving Credit Facility | Minimum | ||||||||
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 | Revolving Credit Facility | Maximum | ||||||||
Debt [Line Items] | ||||||||
Credit facility, commitment fee percentage | 0.25% | |||||||
Total leverage ratio | 4.5 | |||||||
$450 Million Unsecured Revolving Credit Facility | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | ||||||||
Debt [Line Items] | ||||||||
Debt instrument, basis spread on variable rate (percentage) | 1.35% | |||||||
$450 Million Unsecured Revolving Credit Facility | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | ||||||||
Debt [Line Items] | ||||||||
Debt instrument, basis spread on variable rate (percentage) | 1.75% | |||||||
$450 Million Unsecured Revolving Credit Facility | Revolving Credit Facility | Base rate | Minimum | ||||||||
Debt [Line Items] | ||||||||
Debt instrument, basis spread on variable rate (percentage) | 0.35% | |||||||
$450 Million Unsecured Revolving Credit Facility | Revolving Credit Facility | Base rate | Maximum | ||||||||
Debt [Line Items] | ||||||||
Debt instrument, basis spread on variable rate (percentage) | 0.75% | |||||||
$450 Million Unsecured Revolving Credit Facility | Revolving Credit Facility | Total Leverage Ratio exceeds 4.00 to 1.00 | ||||||||
Debt [Line Items] | ||||||||
Credit facility, dividend restriction | $ 50,000,000 | |||||||
$450 Million Unsecured Revolving Credit Facility | Revolving Credit Facility | Alternative currency loans | ||||||||
Debt [Line Items] | ||||||||
Revolver maximum borrowing capacity | 35,000,000 | |||||||
$450 Million Unsecured Revolving Credit Facility | Revolving Credit Facility | Swing line loans | ||||||||
Debt [Line Items] | ||||||||
Revolver maximum borrowing capacity | $ 15,000,000 |
Accumulated Other Comprehensi48
Accumulated Other Comprehensive Loss - Changes in Accumulated Other Comprehensive Loss, Net of Tax(Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Beginning balance | $ (311,349) |
Other comprehensive income before reclassification | 1,991 |
Amounts reclassified from accumulated other comprehensive loss | 431 |
Net current period other comprehensive income | 2,422 |
Ending balance | (252,617) |
Loss on Cash Flow Hedge | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Beginning balance | (3,160) |
Other comprehensive income before reclassification | 0 |
Amounts reclassified from accumulated other comprehensive loss | 431 |
Net current period other comprehensive income | 431 |
Ending balance | (2,729) |
Foreign Currency Items | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Beginning balance | (5,362) |
Other comprehensive income before reclassification | 1,991 |
Amounts reclassified from accumulated other comprehensive loss | 0 |
Net current period other comprehensive income | 1,991 |
Ending balance | (3,371) |
AOCI Attributable to Parent | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Beginning balance | (8,522) |
Ending balance | $ (6,100) |
Accumulated Other Comprehensi49
Accumulated Other Comprehensive Loss - Amounts Reclassified from Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Tax (expense) benefit | $ (22,386) | $ (16,788) | $ (35,025) | $ (26,003) |
Reclassification out of Accumulated Other Comprehensive Income | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Net of tax | 216 | 431 | ||
Interest rate contract | Loss on Cash Flow Hedge | Reclassification out of Accumulated Other Comprehensive Income | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Interest expense | 216 | 431 | ||
Tax (expense) benefit | $ 0 | $ 0 |
Non-Qualified Retirement, Sav50
Non-Qualified Retirement, Savings and Investment Plans (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017USD ($)plan | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)plan | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | |
Compensation Related Costs [Abstract] | |||||
Number of non-qualified retirement savings and investment plans | plan | 2 | 2 | |||
Deferred compensation liability, current and long-term | $ 24.7 | $ 24.7 | $ 24.7 | ||
Increase (decrease) in compensation expense | 0.7 | $ 0.5 | 1.7 | $ 0.6 | |
Diversified investments held in trust | 20.3 | 20.3 | $ 19.1 | ||
Assets held in trust | 0.8 | 0.8 | |||
Investment gains (losses) | $ 0.6 | $ 0.3 | $ 1.5 | $ 0.3 |
Fair Value Measurements Narrati
Fair Value Measurements Narrative (Details) - USD ($) | 3 Months Ended | |||
Jun. 30, 2017 | Dec. 31, 2016 | Jun. 27, 2012 | Aug. 25, 2010 | |
Level 1 | ||||
Fair Value Measurements [Line Items] | ||||
Defined benefit plan, transfers between measurement levels | $ 0 | |||
Level 2 | ||||
Fair Value Measurements [Line Items] | ||||
Defined benefit plan, transfers between measurement levels | 0 | |||
Level 3 | ||||
Fair Value Measurements [Line Items] | ||||
Defined benefit plan, transfers between measurement levels | 0 | |||
Senior | $250 Million Senior Notes | ||||
Fair Value Measurements [Line Items] | ||||
Debt instrument face amount | 250,000,000 | $ 250,000,000 | $ 250,000,000 | |
Senior | $250 Million Senior Notes | Level 2 | ||||
Fair Value Measurements [Line Items] | ||||
Debt instrument fair value | 272,600,000 | 273,000,000 | ||
Senior | $400 Million Senior Notes | ||||
Fair Value Measurements [Line Items] | ||||
Debt instrument face amount | 400,000,000 | 400,000,000 | $ 400,000,000 | |
Senior | $400 Million Senior Notes | Level 2 | ||||
Fair Value Measurements [Line Items] | ||||
Debt instrument fair value | $ 445,100,000 | $ 430,400,000 |
Fair Value Measurements Schedul
Fair Value Measurements Schedule Of Fair Value Of Assets (Details) - Fair value, measurements, recurring - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Fair Value Measurements [Line Items] | ||
Assets measured at fair value | $ 70,431 | $ 69,229 |
Money market funds | Cash and cash equivalents | ||
Fair Value Measurements [Line Items] | ||
Money market funds, included in cash and cash equivalents | 50,177 | 50,085 |
Money market funds | Investments, employee benefit plans, at fair value | ||
Fair Value Measurements [Line Items] | ||
Mutual funds and money market funds, fair value | 1,635 | 1,676 |
Mutual funds | Investments, employee benefit plans, at fair value | ||
Fair Value Measurements [Line Items] | ||
Mutual funds and money market funds, fair value | 18,619 | 17,468 |
Level 1 | ||
Fair Value Measurements [Line Items] | ||
Assets measured at fair value | 18,619 | 17,468 |
Level 1 | Money market funds | Cash and cash equivalents | ||
Fair Value Measurements [Line Items] | ||
Money market funds, included in cash and cash equivalents | 0 | 0 |
Level 1 | Money market funds | Investments, employee benefit plans, at fair value | ||
Fair Value Measurements [Line Items] | ||
Mutual funds and money market funds, fair value | 0 | 0 |
Level 1 | Mutual funds | Investments, employee benefit plans, at fair value | ||
Fair Value Measurements [Line Items] | ||
Mutual funds and money market funds, fair value | 18,619 | 17,468 |
Level 2 | ||
Fair Value Measurements [Line Items] | ||
Assets measured at fair value | 51,812 | 51,761 |
Level 2 | Money market funds | Cash and cash equivalents | ||
Fair Value Measurements [Line Items] | ||
Money market funds, included in cash and cash equivalents | 50,177 | 50,085 |
Level 2 | Money market funds | Investments, employee benefit plans, at fair value | ||
Fair Value Measurements [Line Items] | ||
Mutual funds and money market funds, fair value | 1,635 | 1,676 |
Level 2 | Mutual funds | Investments, employee benefit plans, at fair value | ||
Fair Value Measurements [Line Items] | ||
Mutual funds and money market funds, fair value | 0 | 0 |
Level 3 | ||
Fair Value Measurements [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Level 3 | Money market funds | Cash and cash equivalents | ||
Fair Value Measurements [Line Items] | ||
Money market funds, included in cash and cash equivalents | 0 | 0 |
Level 3 | Money market funds | Investments, employee benefit plans, at fair value | ||
Fair Value Measurements [Line Items] | ||
Mutual funds and money market funds, fair value | 0 | 0 |
Level 3 | Mutual funds | Investments, employee benefit plans, at fair value | ||
Fair Value Measurements [Line Items] | ||
Mutual funds and money market funds, fair value | $ 0 | $ 0 |
Income Taxes Narrative (Details
Income Taxes Narrative (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate (percent) | 33.20% | 30.20% | 32.20% | 30.20% |
Federal income tax rate (percent) | 35.00% | 35.00% | 35.00% | 35.00% |
Share-Based Compensation and 54
Share-Based Compensation and Capital Stock Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-Based Compensation and Capital Stock [Line Items] | ||||
Stock options granted (in shares) | 0 | 0 | 185,627 | 700,000 |
Stock options granted, fair value | $ 2,000 | $ 6,900 | ||
Aggregate intrinsic value of stock options, outstanding | $ 31,900 | 31,900 | ||
Aggregate intrinsic value of stock options, exercisable | 21,700 | 21,700 | ||
Intrinsic value of stock options exercised | 500 | $ 4 | 3,200 | 4,400 |
Proceeds from exercise of stock options | $ 1,600 | $ 100 | $ 6,590 | $ 4,234 |
Stock options exercised (in shares) | 33,571 | 2,126 | 157,196 | 192,956 |
Accelerated allocated share-based compensation expense | $ 100 | |||
Periodic dividend (in dollars per share) | $ 0.215 | |||
Cash dividends declared per share (in dollars per share) | $ 0.215 | $ 0.205 | $ 0.43 | $ 0.41 |
Dividends declared | $ 12,100 | $ 24,300 | ||
Shares redeemed for tax withholding for share based compensation (in shares) | 2,203 | 121,134 | ||
Payments related to tax withholding for share-based compensation | $ 100 | $ 7,400 | ||
Performance Vested Restricted Stock Units | ||||
Share-Based Compensation and Capital Stock [Line Items] | ||||
Grants vested (in shares) | 0 | 38,329 | 22,062 | |
Grants vested, total fair value | $ 800 | |||
Grants vested, initial target (in shares) | 44,118 | |||
Grants vested, performance percentage achieved | 50.00% | |||
Restricted shares forfeited (in shares) | 56,717 | 0 | 71,786 | 28,193 |
Restricted shares forfeited due to performance (in shares) | 4,113 | |||
Increase in shares due to performance percentage achieved (in shares) | 9,491 | 22,056 | ||
Dividends declared | $ 100 | |||
Performance Vested Restricted Stock Units | Tranche One | ||||
Share-Based Compensation and Capital Stock [Line Items] | ||||
Grants vested (in shares) | 3,116 | 6,126 | ||
Grants vested, total fair value | $ 200 | $ 200 | ||
Grants vested, initial target (in shares) | 4,083 | |||
Grants vested, performance percentage achieved | 100.00% | 150.00% | ||
Increase in shares due to performance percentage achieved (in shares) | 2,043 | |||
Performance Vested Restricted Stock Units | Tranche Two | ||||
Share-Based Compensation and Capital Stock [Line Items] | ||||
Grants vested (in shares) | 38,329 | |||
Grants vested, total fair value | $ 1,800 | |||
Increase in shares due to performance percentage achieved (in shares) | 9,491 | |||
Performance Vested Restricted Stock Units | Tranche Four | ||||
Share-Based Compensation and Capital Stock [Line Items] | ||||
Grants vested (in shares) | 10,641 | |||
Grants vested during period | $ 500 | |||
Grants vested, initial target (in shares) | 21,282 | |||
Grants vested, performance percentage achieved | 50.00% | |||
Restricted shares forfeited (in shares) | 10,641 | |||
Performance Vested Restricted Stock Units | Tranche Three | ||||
Share-Based Compensation and Capital Stock [Line Items] | ||||
Grants vested (in shares) | 24,572 | |||
Grants vested, total fair value | $ 1,100 | |||
Grants vested, initial target (in shares) | 15,081 | |||
Grants vested, performance percentage achieved | 163.00% | |||
Increase in shares due to performance percentage achieved (in shares) | 9,491 | |||
Performance Vested Restricted Stock Units | Minimum | ||||
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 | Maximum | ||||
Share-Based Compensation and Capital Stock [Line Items] | ||||
Vesting range (percentage) | 200.00% | |||
Award targets currently estimated to be achieved (percentage) | 100.00% | |||
Stock options | ||||
Share-Based Compensation and Capital Stock [Line Items] | ||||
Accelerated allocated share-based compensation expense | $ 400 | |||
Restricted stock | ||||
Share-Based Compensation and Capital Stock [Line Items] | ||||
Grants vested (in shares) | 131,919 | |||
Grants vested, total fair value | $ 1,094 | $ 880 | $ 7,911 | $ 7,183 |
Restricted shares forfeited (in shares) | 11,597 | 5,342 | 23,268 | 9,614 |
Accelerated allocated share-based compensation expense | $ 400 |
Share-Based Compensation and 55
Share-Based Compensation and Capital Stock Weighted Average Assumptions Of Black-Scholes Option-Pricing Model (Details) - Stock options - $ / shares | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Share-Based Compensation and Capital Stock [Line Items] | ||
Risk-free interest rate (percent) | 1.76% | 1.22% |
Expected volatility (percent) | 21.65% | 23.76% |
Expected life of stock option | 4 years 7 months 6 days | 4 years 7 months 6 days |
Dividend yield (percent) | 1.42% | 1.59% |
Requisite service period | 4 years | 4 years |
Contractual life | 7 years | 7 years |
Weighted average fair value of options granted (in dollars per share) | $ 10.80 | $ 9.30 |
Share-Based Compensation and 56
Share-Based Compensation and Capital Stock Summary Of Activity Related To Restricted Stock Grants (Details) - Restricted stock - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-Based Compensation and Capital Stock [Line Items] | ||||
Restricted share grants (in shares) | 25,526 | 42,042 | 145,580 | 167,152 |
Weighted average grant date fair value per share (in dollars per share) | $ 62.84 | $ 52 | $ 61.02 | $ 51.62 |
Aggregate grant date fair value ($000) | $ 1,604 | $ 2,186 | $ 8,883 | $ 8,628 |
Restricted shares forfeited (in shares) | 11,597 | 5,342 | 23,268 | 9,614 |
Fair value of shares vested ($000) | $ 1,094 | $ 880 | $ 7,911 | $ 7,183 |
Minimum | ||||
Share-Based Compensation and Capital Stock [Line Items] | ||||
Vesting service period of shares granted | 12 months | 12 months | 12 months | 12 months |
Maximum | ||||
Share-Based Compensation and Capital Stock [Line Items] | ||||
Vesting service period of shares granted | 48 months | 48 months | 48 months | 48 months |
Share-Based Compensation and 57
Share-Based Compensation and Capital Stock Summary Of Activity Related To PVRSU Grants (Details) - Performance Vested Restricted Stock Units - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-Based Compensation and Capital Stock [Line Items] | ||||
Performance vested restricted stock units granted at target (in shares) | 0 | 44,524 | 158,978 | 79,557 |
Weighted average grant date fair value per share (in dollars per share) | $ 44.92 | $ 60.60 | $ 47.81 | |
Aggregate grant date fair value ($000) | $ 2,000 | $ 9,634 | $ 3,804 | |
Stock units forfeited (in shares) | 56,717 | 0 | 71,786 | 28,193 |
Requisite service period | 36 months | |||
Minimum | ||||
Share-Based Compensation and Capital Stock [Line Items] | ||||
Requisite service period | 31 months | 31 months | ||
Maximum | ||||
Share-Based Compensation and Capital Stock [Line Items] | ||||
Requisite service period | 43 months | 43 months |
Share-Based Compensation and 58
Share-Based Compensation and Capital Stock Summary of Change in Stock-Based Award Activity (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Outstanding, beginning balance (in shares) | 2,193,502 | |||
Granted (in shares) | 0 | 0 | 185,627 | 700,000 |
Exercised (in shares) | (33,571) | (2,126) | (157,196) | (192,956) |
Expired (in shares) | (9,729) | |||
Forfeited (in shares) | (30,300) | |||
Outstanding, ending balance (in shares) | 2,181,904 | 2,600,000 | 2,181,904 | 2,600,000 |
Options exercisable, ending balance (in shares) | 1,120,619 | 1,120,619 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||
Beginning balance - weighted average exercise price (in dollars per share) | $ 48.26 | |||
Granted - Weighted average exercise price (in dollars per share) | 60.63 | |||
Exercised - Weighted average exercise price (in dollars per share) | 41.92 | |||
Expired - Weighted average exercise price (in dollars per share) | 56.67 | |||
Forfeited - Weighted average exercise price (in dollars per share) | 54.23 | |||
Ending balance - weighted average exercise price (in dollars per share) | $ 49.65 | 49.65 | ||
Options Exercisable, ending balance - Weighted average exercise price (in dollars per share) | $ 44.85 | $ 44.85 | ||
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 4 months 4 days | |||
Weighted Average Remaining Contractual Term - Options Exercisable, ending balance | 3 years 5 months 6 days | |||
Restricted stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward] | ||||
Outstanding, beginning balance (in shares) | 407,812 | |||
Restricted share grants (in shares) | 25,526 | 42,042 | 145,580 | 167,152 |
Vested (in shares) | (131,919) | |||
Forfeited (in shares) | (11,597) | (5,342) | (23,268) | (9,614) |
Outstanding, ending balance (in shares) | 398,205 | 398,205 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Beginning balance - weighted average grant date fair value (in dollars per share) | $ 50.61 | |||
Granted - Weighted average grant date fair value (in dollars per share) | $ 62.84 | $ 52 | 61.02 | $ 51.62 |
Vested - Weighted average grant date fair value (in dollars per share) | 48.02 | |||
Forfeited - Weighted average grant date fair value (in dollars per share) | 54.60 | |||
Ending balance - weighted average grant date fair value (in dollars per share) | $ 55.04 | $ 55.04 | ||
Performance Vested Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward] | ||||
Outstanding, beginning balance (in shares) | 235,980 | |||
Restricted share grants (in shares) | 0 | 44,524 | 158,978 | 79,557 |
Performance-based leveraging (in shares) | 9,491 | 22,056 | ||
Vested (in shares) | 0 | (38,329) | (22,062) | |
Forfeited (in shares) | (56,717) | 0 | (71,786) | (28,193) |
Outstanding, ending balance (in shares) | 294,334 | 294,334 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Beginning balance - weighted average grant date fair value (in dollars per share) | $ 47.59 | |||
Granted - Weighted average grant date fair value (in dollars per share) | $ 44.92 | 60.60 | $ 47.81 | |
Performance-Based Leveraging - Weighted average grant date fair value (in dollars per share) | 45.59 | |||
Vested - Weighted average grant date fair value (in dollars per share) | 46.19 | |||
Forfeited - Weighted average grant date fair value (in dollars per share) | 38.79 | |||
Ending balance - weighted average grant date fair value (in dollars per share) | $ 56.89 | $ 56.89 | ||
Tranche Two | Performance Vested Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward] | ||||
Performance-based leveraging (in shares) | 9,491 | |||
Vested (in shares) | (38,329) |
Share-Based Compensation and 59
Share-Based Compensation and Capital Stock Pre-Tax Stock-Based Compensation Expenses And Associated Income Tax Benefits (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-Based Compensation and Capital Stock [Line Items] | ||||
Share-based compensation expense | $ 3.9 | $ 4.4 | $ 7.7 | $ 7.9 |
Income tax benefits | 1.5 | 1.6 | 2.9 | 2.9 |
Stock options | ||||
Share-Based Compensation and Capital Stock [Line Items] | ||||
Share-based compensation expense | 1.1 | 1.5 | 2.2 | 2.6 |
Restricted stock | ||||
Share-Based Compensation and Capital Stock [Line Items] | ||||
Share-based compensation expense | 1.7 | 2.2 | 3.4 | 4 |
Performance Vested Restricted Stock Units | ||||
Share-Based Compensation and Capital Stock [Line Items] | ||||
Share-based compensation expense | $ 1.1 | $ 0.7 | $ 2.1 | $ 1.3 |
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 | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Numerator: | ||||
Net income | $ 44,995 | $ 38,822 | $ 73,739 | $ 59,985 |
Income allocated to participating securities | (319) | (272) | (526) | (411) |
Net income available to common shareholders | $ 44,676 | $ 38,550 | $ 73,213 | $ 59,574 |
Denominator: | ||||
Weighted average common shares outstanding – basic (in shares) | 56,073 | 56,060 | 56,007 | 56,043 |
Basic earnings per share (in dollars per share) | $ 0.80 | $ 0.69 | $ 1.31 | $ 1.06 |
Numerator: | ||||
Income allocated to participating securities | $ (317) | $ (271) | $ (524) | $ (410) |
Net income available to common shareholders | $ 44,678 | $ 38,551 | $ 73,215 | $ 59,575 |
Denominator: | ||||
Weighted average common shares outstanding – basic (in shares) | 56,073 | 56,060 | 56,007 | 56,043 |
Diluted effect of stock options and PVRSUs (in shares) | 355 | 296 | 361 | 304 |
Weighted average common shares outstanding – diluted (in shares) | 56,428 | 56,356 | 56,368 | 56,347 |
Diluted earnings per share (in dollars per share) | $ 0.79 | $ 0.68 | $ 1.30 | $ 1.06 |
Earnings Per Share Narrative (D
Earnings Per Share Narrative (Details) - shares | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Outstanding stock options (in shares) | 2,181,904 | 2,600,000 | 2,181,904 | 2,600,000 | 2,193,502 |
Antidilutive securities excluded from EPS computation (in shares) | 0 | 1,200,000 | 400,000 | 1,200,000 | |
Performance Vested Restricted Stock Units | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
PVRSUs excluded from EPS calculation due to performance conditions not met (in shares) | 294,334 | 251,956 |
Condensed Consolidating Stateme
Condensed Consolidating Statement Of Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
REVENUES: | ||||
Royalty fees | $ 92,486 | $ 86,195 | $ 161,475 | $ 151,054 |
Initial franchise and relicensing fees | 6,981 | 5,706 | 11,987 | 10,862 |
Procurement services | 11,068 | 10,308 | 17,544 | 16,104 |
Marketing and reservation system | 158,035 | 133,814 | 267,510 | 260,175 |
Other | 8,229 | 5,728 | 16,181 | 10,674 |
Total revenues | 276,799 | 241,751 | 474,697 | 448,869 |
OPERATING EXPENSES: | ||||
Selling, general and administrative | 38,208 | 40,039 | 71,054 | 75,158 |
Depreciation and amortization | 3,050 | 2,956 | 6,120 | 5,721 |
Marketing and reservation system | 158,035 | 133,814 | 267,510 | 260,175 |
Total operating expenses | 199,293 | 176,809 | 344,684 | 341,054 |
Operating income | 77,506 | 64,942 | 130,013 | 107,815 |
OTHER INCOME AND EXPENSES, NET: | ||||
Interest expense | 11,280 | 11,224 | 22,485 | 22,316 |
Other items, net | (1,155) | (1,892) | (1,236) | (489) |
Equity in earnings of consolidated subsidiaries | 0 | 0 | 0 | 0 |
Total other income and expenses, net | 10,125 | 9,332 | 21,249 | 21,827 |
Income before income taxes | 67,381 | 55,610 | 108,764 | 85,988 |
Income taxes | 22,386 | 16,788 | 35,025 | 26,003 |
Net income | 44,995 | 38,822 | 73,739 | 59,985 |
Parent | ||||
REVENUES: | ||||
Royalty fees | 86,839 | 80,981 | 151,143 | 141,255 |
Initial franchise and relicensing fees | 6,902 | 5,498 | 11,814 | 10,554 |
Procurement services | 10,869 | 10,122 | 17,124 | 15,744 |
Marketing and reservation system | 146,134 | 123,218 | 244,336 | 239,361 |
Other | 5,912 | 3,597 | 11,587 | 6,596 |
Total revenues | 256,656 | 223,416 | 436,004 | 413,510 |
OPERATING EXPENSES: | ||||
Selling, general and administrative | 40,702 | 42,701 | 77,512 | 81,928 |
Depreciation and amortization | 377 | 545 | 761 | 847 |
Marketing and reservation system | 149,781 | 128,161 | 251,878 | 250,139 |
Total operating expenses | 190,860 | 171,407 | 330,151 | 332,914 |
Operating income | 65,796 | 52,009 | 105,853 | 80,596 |
OTHER INCOME AND EXPENSES, NET: | ||||
Interest expense | 11,138 | 11,082 | 22,201 | 22,030 |
Other items, net | (424) | (402) | (788) | (848) |
Equity in earnings of consolidated subsidiaries | (9,704) | (11,211) | (21,024) | (22,505) |
Total other income and expenses, net | 1,010 | (531) | 389 | (1,323) |
Income before income taxes | 64,786 | 52,540 | 105,464 | 81,919 |
Income taxes | 19,791 | 13,718 | 31,725 | 21,934 |
Net income | 44,995 | 38,822 | 73,739 | 59,985 |
Guarantor Subsidiaries | ||||
REVENUES: | ||||
Royalty fees | 41,918 | 44,695 | 72,653 | 77,113 |
Initial franchise and relicensing fees | 0 | 0 | 0 | 0 |
Procurement services | 0 | 0 | 0 | 0 |
Marketing and reservation system | 112,060 | 109,342 | 205,756 | 244,566 |
Other | 41 | 63 | 81 | 137 |
Total revenues | 154,019 | 154,100 | 278,490 | 321,816 |
OPERATING EXPENSES: | ||||
Selling, general and administrative | 38,349 | 40,772 | 65,308 | 69,534 |
Depreciation and amortization | 1,823 | 1,784 | 3,644 | 3,686 |
Marketing and reservation system | 107,908 | 104,498 | 197,487 | 233,941 |
Total operating expenses | 148,080 | 147,054 | 266,439 | 307,161 |
Operating income | 5,939 | 7,046 | 12,051 | 14,655 |
OTHER INCOME AND EXPENSES, NET: | ||||
Interest expense | 0 | 0 | 0 | 0 |
Other items, net | 968 | (452) | 1,896 | 831 |
Equity in earnings of consolidated subsidiaries | (21) | (232) | 434 | 575 |
Total other income and expenses, net | 947 | (684) | 2,330 | 1,406 |
Income before income taxes | 4,992 | 7,730 | 9,721 | 13,249 |
Income taxes | 2,105 | 2,761 | 3,035 | 4,197 |
Net income | 2,887 | 4,969 | 6,686 | 9,052 |
Non-Guarantor Subsidiaries | ||||
REVENUES: | ||||
Royalty fees | 10,814 | 8,105 | 21,315 | 19,020 |
Initial franchise and relicensing fees | 79 | 208 | 173 | 308 |
Procurement services | 199 | 186 | 420 | 360 |
Marketing and reservation system | 3,976 | 4,125 | 7,597 | 7,551 |
Other | 2,581 | 2,345 | 5,004 | 4,402 |
Total revenues | 17,649 | 14,969 | 34,509 | 31,641 |
OPERATING EXPENSES: | ||||
Selling, general and administrative | 6,547 | 4,429 | 12,361 | 10,491 |
Depreciation and amortization | 850 | 627 | 1,715 | 1,188 |
Marketing and reservation system | 4,481 | 4,026 | 8,324 | 7,398 |
Total operating expenses | 11,878 | 9,082 | 22,400 | 19,077 |
Operating income | 5,771 | 5,887 | 12,109 | 12,564 |
OTHER INCOME AND EXPENSES, NET: | ||||
Interest expense | 142 | 142 | 284 | 286 |
Other items, net | (1,699) | (1,038) | (2,344) | (472) |
Equity in earnings of consolidated subsidiaries | 0 | 0 | 0 | 0 |
Total other income and expenses, net | (1,557) | (896) | (2,060) | (186) |
Income before income taxes | 7,328 | 6,783 | 14,169 | 12,750 |
Income taxes | 490 | 309 | 265 | (128) |
Net income | 6,838 | 6,474 | 13,904 | 12,878 |
Eliminations | ||||
REVENUES: | ||||
Royalty fees | (47,085) | (47,586) | (83,636) | (86,334) |
Initial franchise and relicensing fees | 0 | 0 | 0 | 0 |
Procurement services | 0 | 0 | 0 | 0 |
Marketing and reservation system | (104,135) | (102,871) | (190,179) | (231,303) |
Other | (305) | (277) | (491) | (461) |
Total revenues | (151,525) | (150,734) | (274,306) | (318,098) |
OPERATING EXPENSES: | ||||
Selling, general and administrative | (47,390) | (47,863) | (84,127) | (86,795) |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Marketing and reservation system | (104,135) | (102,871) | (190,179) | (231,303) |
Total operating expenses | (151,525) | (150,734) | (274,306) | (318,098) |
Operating income | 0 | 0 | 0 | 0 |
OTHER INCOME AND EXPENSES, NET: | ||||
Interest expense | 0 | 0 | 0 | 0 |
Other items, net | 0 | 0 | 0 | 0 |
Equity in earnings of consolidated subsidiaries | 9,725 | 11,443 | 20,590 | 21,930 |
Total other income and expenses, net | 9,725 | 11,443 | 20,590 | 21,930 |
Income before income taxes | (9,725) | (11,443) | (20,590) | (21,930) |
Income taxes | 0 | 0 | 0 | 0 |
Net income | $ (9,725) | $ (11,443) | $ (20,590) | $ (21,930) |
Condensed Consolidating State63
Condensed Consolidating Statement Of Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Condensed Statement of Income Captions [Line Items] | ||||
Net income | $ 44,995 | $ 38,822 | $ 73,739 | $ 59,985 |
Other comprehensive income, net of tax: | ||||
Amortization of loss on cash flow hedge | 216 | 216 | 431 | 431 |
Foreign currency translation adjustment | 1,423 | (629) | 1,991 | 899 |
Other comprehensive income, net of tax | 1,639 | (413) | 2,422 | 1,330 |
Comprehensive income | 46,634 | 38,409 | 76,161 | 61,315 |
Parent | ||||
Condensed Statement of Income Captions [Line Items] | ||||
Net income | 44,995 | 38,822 | 73,739 | 59,985 |
Other comprehensive income, net of tax: | ||||
Amortization of loss on cash flow hedge | 216 | 216 | 431 | 431 |
Foreign currency translation adjustment | 1,423 | (629) | 1,991 | 899 |
Other comprehensive income, net of tax | 1,639 | (413) | 2,422 | 1,330 |
Comprehensive income | 46,634 | 38,409 | 76,161 | 61,315 |
Guarantor Subsidiaries | ||||
Condensed Statement of Income Captions [Line Items] | ||||
Net income | 2,887 | 4,969 | 6,686 | 9,052 |
Other comprehensive income, 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, net of tax | 0 | 0 | 0 | 0 |
Comprehensive income | 2,887 | 4,969 | 6,686 | 9,052 |
Non-Guarantor Subsidiaries | ||||
Condensed Statement of Income Captions [Line Items] | ||||
Net income | 6,838 | 6,474 | 13,904 | 12,878 |
Other comprehensive income, net of tax: | ||||
Amortization of loss on cash flow hedge | 0 | 0 | 0 | 0 |
Foreign currency translation adjustment | 1,423 | (629) | 1,991 | 899 |
Other comprehensive income, net of tax | 1,423 | (629) | 1,991 | 899 |
Comprehensive income | 8,261 | 5,845 | 15,895 | 13,777 |
Eliminations | ||||
Condensed Statement of Income Captions [Line Items] | ||||
Net income | (9,725) | (11,443) | (20,590) | (21,930) |
Other comprehensive income, net of tax: | ||||
Amortization of loss on cash flow hedge | 0 | 0 | 0 | 0 |
Foreign currency translation adjustment | (1,423) | 629 | (1,991) | (899) |
Other comprehensive income, net of tax | (1,423) | 629 | (1,991) | (899) |
Comprehensive income | $ (11,148) | $ (10,814) | $ (22,581) | $ (22,829) |
Condensed Consolidating Balance
Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
ASSETS | ||||
Cash and cash equivalents | $ 197,957 | $ 202,463 | $ 207,888 | $ 193,441 |
Receivables, net | 146,653 | 107,336 | ||
Income taxes receivable | 59 | |||
Other current assets | 35,558 | 35,074 | ||
Total current assets | 380,227 | 344,873 | ||
Property and equipment, at cost, net | 83,134 | 84,061 | ||
Goodwill | 80,036 | 78,905 | ||
Intangible assets, net | 15,101 | 15,738 | ||
Notes receivable, net of allowances | 132,004 | 110,608 | ||
Investments, employee benefit plans, at fair value | 19,451 | 16,975 | ||
Investment in affiliates | 0 | 0 | ||
Advances to affiliates | 0 | 0 | ||
Deferred income taxes | 54,030 | 52,812 | ||
Other assets | 183,990 | 148,496 | ||
Total assets | 947,973 | 852,468 | ||
Current liabilities | ||||
Accounts payable | 67,736 | 48,071 | ||
Accrued expenses and other current liabilities | 65,837 | 80,388 | ||
Deferred revenue | 135,350 | 133,218 | ||
Other current liabilities | 7,438 | 1,991 | ||
Total current liabilities | 276,361 | 263,668 | ||
Long-term debt | 862,965 | 839,409 | ||
Deferred compensation and retirement plan obligations | 23,927 | 21,595 | ||
Advances from affiliates | 0 | 0 | ||
Other liabilities | 37,337 | 39,145 | ||
Total liabilities | 1,200,590 | 1,163,817 | ||
Total shareholders’ (deficit) equity | (252,617) | (311,349) | ||
Total liabilities and shareholders’ deficit | 947,973 | 852,468 | ||
Parent | ||||
ASSETS | ||||
Cash and cash equivalents | 6,769 | 14,696 | 17,928 | 13,529 |
Receivables, net | 134,348 | 96,128 | ||
Income taxes receivable | 0 | |||
Other current assets | 11,327 | 9,120 | ||
Total current assets | 152,444 | 119,944 | ||
Property and equipment, at cost, net | 46,901 | 44,236 | ||
Goodwill | 65,813 | 65,813 | ||
Intangible assets, net | 4,973 | 5,279 | ||
Notes receivable, net of allowances | 18,633 | 16,285 | ||
Investments, employee benefit plans, at fair value | 0 | 0 | ||
Investment in affiliates | 548,554 | 526,166 | ||
Advances to affiliates | 9,551 | 14,929 | ||
Deferred income taxes | 39,992 | 40,459 | ||
Other assets | 14,815 | 18,259 | ||
Total assets | 901,676 | 851,370 | ||
Current liabilities | ||||
Accounts payable | 25,271 | 14,296 | ||
Accrued expenses and other current liabilities | 30,129 | 31,352 | ||
Deferred revenue | 134,194 | 132,217 | ||
Other current liabilities | 9,776 | 8,480 | ||
Total current liabilities | 199,370 | 186,345 | ||
Long-term debt | 850,557 | 826,551 | ||
Deferred compensation and retirement plan obligations | 0 | 0 | ||
Advances from affiliates | 87,471 | 135,879 | ||
Other liabilities | 16,895 | 13,944 | ||
Total liabilities | 1,154,293 | 1,162,719 | ||
Total shareholders’ (deficit) equity | (252,617) | (311,349) | ||
Total liabilities and shareholders’ deficit | 901,676 | 851,370 | ||
Guarantor Subsidiaries | ||||
ASSETS | ||||
Cash and cash equivalents | 169 | 159 | 782 | 19 |
Receivables, net | 1,597 | 1,556 | ||
Income taxes receivable | 643 | |||
Other current assets | 22,786 | 29,281 | ||
Total current assets | 25,195 | 30,996 | ||
Property and equipment, at cost, net | 19,006 | 21,718 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 3,192 | 3,494 | ||
Notes receivable, net of allowances | 50,859 | 42,398 | ||
Investments, employee benefit plans, at fair value | 19,451 | 16,975 | ||
Investment in affiliates | 49,133 | 50,798 | ||
Advances to affiliates | 79,726 | 123,074 | ||
Deferred income taxes | 15,658 | 14,234 | ||
Other assets | 117,819 | 76,933 | ||
Total assets | 380,039 | 380,620 | ||
Current liabilities | ||||
Accounts payable | 38,861 | 29,705 | ||
Accrued expenses and other current liabilities | 27,370 | 45,179 | ||
Deferred revenue | 0 | 0 | ||
Other current liabilities | 7 | 7 | ||
Total current liabilities | 66,238 | 74,891 | ||
Long-term debt | 3,712 | 3,712 | ||
Deferred compensation and retirement plan obligations | 23,912 | 21,584 | ||
Advances from affiliates | 1,256 | 1,188 | ||
Other liabilities | 14,630 | 15,631 | ||
Total liabilities | 109,748 | 117,006 | ||
Total shareholders’ (deficit) equity | 270,291 | 263,614 | ||
Total liabilities and shareholders’ deficit | 380,039 | 380,620 | ||
Non-Guarantor Subsidiaries | ||||
ASSETS | ||||
Cash and cash equivalents | 191,019 | 187,608 | 189,178 | 179,893 |
Receivables, net | 10,858 | 9,802 | ||
Income taxes receivable | 3,063 | |||
Other current assets | 1,498 | 4,470 | ||
Total current assets | 206,438 | 201,880 | ||
Property and equipment, at cost, net | 17,227 | 18,107 | ||
Goodwill | 14,223 | 13,092 | ||
Intangible assets, net | 6,936 | 6,965 | ||
Notes receivable, net of allowances | 62,512 | 51,925 | ||
Investments, employee benefit plans, at fair value | 0 | 0 | ||
Investment in affiliates | 0 | 0 | ||
Advances to affiliates | 953 | 17 | ||
Deferred income taxes | 0 | 0 | ||
Other assets | 51,406 | 53,304 | ||
Total assets | 359,695 | 345,290 | ||
Current liabilities | ||||
Accounts payable | 3,754 | 4,220 | ||
Accrued expenses and other current liabilities | 8,338 | 3,857 | ||
Deferred revenue | 1,209 | 1,107 | ||
Other current liabilities | 1,302 | 1,195 | ||
Total current liabilities | 14,603 | 10,379 | ||
Long-term debt | 8,696 | 9,146 | ||
Deferred compensation and retirement plan obligations | 15 | 11 | ||
Advances from affiliates | 1,503 | 953 | ||
Other liabilities | 7,482 | 11,451 | ||
Total liabilities | 32,299 | 31,940 | ||
Total shareholders’ (deficit) equity | 327,396 | 313,350 | ||
Total liabilities and shareholders’ deficit | 359,695 | 345,290 | ||
Eliminations | ||||
ASSETS | ||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 |
Receivables, net | (150) | (150) | ||
Income taxes receivable | (3,647) | |||
Other current assets | (53) | (7,797) | ||
Total current assets | (3,850) | (7,947) | ||
Property and equipment, at cost, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Notes receivable, net of allowances | 0 | 0 | ||
Investments, employee benefit plans, at fair value | 0 | 0 | ||
Investment in affiliates | (597,687) | (576,964) | ||
Advances to affiliates | (90,230) | (138,020) | ||
Deferred income taxes | (1,620) | (1,881) | ||
Other assets | (50) | 0 | ||
Total assets | (693,437) | (724,812) | ||
Current liabilities | ||||
Accounts payable | (150) | (150) | ||
Accrued expenses and other current liabilities | 0 | 0 | ||
Deferred revenue | (53) | (106) | ||
Other current liabilities | (3,647) | (7,691) | ||
Total current liabilities | (3,850) | (7,947) | ||
Long-term debt | 0 | 0 | ||
Deferred compensation and retirement plan obligations | 0 | 0 | ||
Advances from affiliates | (90,230) | (138,020) | ||
Other liabilities | (1,670) | (1,881) | ||
Total liabilities | (95,750) | (147,848) | ||
Total shareholders’ (deficit) equity | (597,687) | (576,964) | ||
Total liabilities and shareholders’ deficit | $ (693,437) | $ (724,812) |
Condensed Consolidating State65
Condensed Consolidating Statement Of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Condensed Consolidating Financial Statements [Line Items] | ||||
Net cash provided (used) by operating activities | $ 64,108 | $ 27,861 | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Investment in property and equipment | (10,687) | (10,912) | ||
Investment in intangible assets | (2,228) | (322) | ||
Proceeds from sales of assets | 0 | 1,700 | ||
Acquisitions of real estate | 0 | (25,389) | ||
Contributions to equity method investments | (42,127) | (19,688) | ||
Distributions from equity method investments | 1,696 | 3,619 | ||
Purchases of investments, employee benefit plans | (1,736) | (1,140) | ||
Proceeds from sales of investments, employee benefit plans | 2,094 | 1,136 | ||
Issuance of mezzanine and other notes receivable | (14,977) | (13,048) | ||
Collections of mezzanine and other notes receivable | 552 | 10,158 | ||
Advances to and investment in affiliates | 0 | 0 | ||
Divestment in affiliates | 0 | 0 | ||
Other items, net | 110 | 11 | ||
Net cash used by investing activities | (67,303) | (53,875) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Net borrowings pursuant to revolving credit facilities | 23,200 | 87,950 | ||
Principal payments on long-term debt | (309) | (623) | ||
Purchases of treasury stock | (7,414) | (28,278) | ||
Dividends paid | (24,333) | (23,193) | ||
Proceeds from contributions from affiliates | 0 | 0 | ||
Distributions to affiliates | 0 | 0 | ||
Proceeds from exercise of stock options | $ 1,600 | $ 100 | 6,590 | 4,234 |
Net cash provided (used) by financing activities | (2,266) | 40,090 | ||
Net change in cash and cash equivalents | (5,461) | 14,076 | ||
Effect of foreign exchange rate changes on cash and cash equivalents | 955 | 371 | ||
Cash and cash equivalents at beginning of period | 202,463 | 193,441 | ||
Cash and cash equivalents at end of period | 197,957 | 207,888 | 197,957 | 207,888 |
Parent | ||||
Condensed Consolidating Financial Statements [Line Items] | ||||
Net cash provided (used) by operating activities | 9,541 | (34,467) | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Investment in property and equipment | (9,120) | (6,427) | ||
Investment in intangible assets | (1,499) | (322) | ||
Proceeds from sales of assets | 0 | |||
Acquisitions of real estate | 0 | |||
Contributions to equity method investments | 0 | 0 | ||
Distributions from equity method investments | 0 | 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 | (5,444) | (5,306) | ||
Collections of mezzanine and other notes receivable | 552 | 10,158 | ||
Advances to and investment in affiliates | 0 | 0 | ||
Divestment in affiliates | 0 | 0 | ||
Other items, net | 0 | 0 | ||
Net cash used by investing activities | (15,511) | (1,897) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Net borrowings pursuant to revolving credit facilities | 23,200 | 88,000 | ||
Principal payments on long-term debt | 0 | 0 | ||
Purchases of treasury stock | (7,414) | (28,278) | ||
Dividends paid | (24,333) | (23,193) | ||
Proceeds from contributions from affiliates | 0 | 0 | ||
Distributions to affiliates | 0 | 0 | ||
Proceeds from exercise of stock options | 6,590 | 4,234 | ||
Net cash provided (used) by financing activities | (1,957) | 40,763 | ||
Net change in cash and cash equivalents | (7,927) | 4,399 | ||
Effect of foreign exchange rate changes on cash and cash equivalents | 0 | 0 | ||
Cash and cash equivalents at beginning of period | 14,696 | 13,529 | ||
Cash and cash equivalents at end of period | 6,769 | 17,928 | 6,769 | 17,928 |
Guarantor Subsidiaries | ||||
Condensed Consolidating Financial Statements [Line Items] | ||||
Net cash provided (used) by operating activities | 42,479 | 45,562 | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Investment in property and equipment | (1,344) | (4,261) | ||
Investment in intangible assets | (729) | 0 | ||
Proceeds from sales of assets | 0 | |||
Acquisitions of real estate | 0 | |||
Contributions to equity method investments | (42,090) | (19,648) | ||
Distributions from equity method investments | 0 | 0 | ||
Purchases of investments, employee benefit plans | (1,736) | (1,140) | ||
Proceeds from sales of investments, employee benefit plans | 2,094 | 1,136 | ||
Issuance of mezzanine and other notes receivable | 0 | 0 | ||
Collections of mezzanine and other notes receivable | 0 | 0 | ||
Advances to and investment in affiliates | (484) | (25,816) | ||
Divestment in affiliates | 1,707 | 5,298 | ||
Other items, net | 113 | 0 | ||
Net cash used by investing activities | (42,469) | (44,431) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Net borrowings pursuant to revolving credit facilities | 0 | 0 | ||
Principal payments on long-term debt | 0 | (368) | ||
Purchases of treasury stock | 0 | 0 | ||
Dividends paid | 0 | 0 | ||
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 | 0 | (368) | ||
Net change in cash and cash equivalents | 10 | 763 | ||
Effect of foreign exchange rate changes on cash and cash equivalents | 0 | 0 | ||
Cash and cash equivalents at beginning of period | 159 | 19 | ||
Cash and cash equivalents at end of period | 169 | 782 | 169 | 782 |
Non-Guarantor Subsidiaries | ||||
Condensed Consolidating Financial Statements [Line Items] | ||||
Net cash provided (used) by operating activities | 12,745 | 16,766 | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Investment in property and equipment | (223) | (224) | ||
Investment in intangible assets | 0 | 0 | ||
Proceeds from sales of assets | 1,700 | |||
Acquisitions of real estate | (25,389) | |||
Contributions to equity method investments | (37) | (40) | ||
Distributions from equity method investments | 1,696 | 3,619 | ||
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 | (9,533) | (7,742) | ||
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 | (3) | 11 | ||
Net cash used by investing activities | (8,100) | (28,065) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Net borrowings pursuant to revolving credit facilities | 0 | (50) | ||
Principal payments on long-term debt | (309) | (255) | ||
Purchases of treasury stock | 0 | 0 | ||
Dividends paid | (657) | 0 | ||
Proceeds from contributions from affiliates | 484 | 25,816 | ||
Distributions to affiliates | (1,707) | (5,298) | ||
Proceeds from exercise of stock options | 0 | |||
Net cash provided (used) by financing activities | (2,189) | 20,213 | ||
Net change in cash and cash equivalents | 2,456 | 8,914 | ||
Effect of foreign exchange rate changes on cash and cash equivalents | 955 | 371 | ||
Cash and cash equivalents at beginning of period | 187,608 | 179,893 | ||
Cash and cash equivalents at end of period | 191,019 | 189,178 | 191,019 | 189,178 |
Eliminations | ||||
Condensed Consolidating Financial Statements [Line Items] | ||||
Net cash provided (used) by operating activities | (657) | 0 | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Investment in property and equipment | 0 | 0 | ||
Investment in intangible assets | 0 | 0 | ||
Proceeds from sales of assets | 0 | |||
Acquisitions of real estate | 0 | |||
Contributions to equity method investments | 0 | 0 | ||
Distributions from equity method investments | 0 | 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 | 484 | 25,816 | ||
Divestment in affiliates | (1,707) | (5,298) | ||
Other items, net | 0 | 0 | ||
Net cash used by investing activities | (1,223) | 20,518 | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Net borrowings pursuant to revolving credit facilities | 0 | 0 | ||
Principal payments on long-term debt | 0 | 0 | ||
Purchases of treasury stock | 0 | 0 | ||
Dividends paid | 657 | 0 | ||
Proceeds from contributions from affiliates | (484) | (25,816) | ||
Distributions to affiliates | 1,707 | 5,298 | ||
Proceeds from exercise of stock options | 0 | 0 | ||
Net cash provided (used) by financing activities | 1,880 | (20,518) | ||
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 |
Reportable Segment Informatio66
Reportable Segment Information Narrative (Details) | Jun. 30, 2017brand |
Segment Reporting [Abstract] | |
Number of brands | 11 |
Reportable Segment Informatio67
Reportable Segment Information Schedule Of Financial Information For Company's Franchising Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Reportable Segment Information [Line Items] | ||||
Revenues | $ 276,799 | $ 241,751 | $ 474,697 | $ 448,869 |
Operating income (loss) | 77,506 | 64,942 | 130,013 | 107,815 |
Income (loss) before income taxes | 67,381 | 55,610 | 108,764 | 85,988 |
Corporate & Other | ||||
Reportable Segment Information [Line Items] | ||||
Revenues | 1,873 | 1,605 | 3,780 | 3,228 |
Operating income (loss) | (13,423) | (13,881) | (25,182) | (25,275) |
Income (loss) before income taxes | (22,689) | (23,957) | (43,492) | (45,666) |
Franchising | Operating Segments | ||||
Reportable Segment Information [Line Items] | ||||
Revenues | 274,242 | 239,683 | 469,585 | 444,772 |
Operating income (loss) | 92,414 | 83,573 | 157,774 | 142,165 |
Income (loss) before income taxes | 91,555 | 84,317 | 154,835 | 140,729 |
SkyTouch Technology | Operating Segments | ||||
Reportable Segment Information [Line Items] | ||||
Revenues | 684 | 463 | 1,332 | 869 |
Operating income (loss) | (1,485) | (4,750) | (2,579) | (9,075) |
Income (loss) before income taxes | $ (1,485) | $ (4,750) | $ (2,579) | $ (9,075) |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 6 Months Ended | ||||
Jun. 30, 2017USD ($) | Jun. 02, 2016USD ($)Guarantee | Nov. 30, 2015USD ($) | Sep. 04, 2015USD ($) | Oct. 09, 2012USD ($) | |
Commitments and Contingencies [Line Items] | |||||
Bank loan issued to VIE, partially guaranteed by parent | $ 46,200,000 | $ 13,300,000 | $ 18,000,000 | ||
Bank loan issued to VIE, percentage guaranteed by parent (percent) | 25.00% | ||||
Parent's guarantor obligation, maximum exposure | $ 3,250,000 | $ 1,800,000 | $ 4,500,000 | ||
Number of guarantees | Guarantee | 3 | ||||
Other commitment | $ 50,100,000 | ||||
Advances for loans receivable | $ 45,300,000 | ||||
Forgivable Notes Receivable | |||||
Commitments and Contingencies [Line Items] | |||||
Other commitment | 193,900,000 | ||||
Other commitment, due in next twelve months | 84,900,000 | ||||
Capital contributions to joint ventures | |||||
Commitments and Contingencies [Line Items] | |||||
Other commitment, due in next twelve months | $ 18,800,000 | ||||
Medium-term Notes | Variable Interest Entity, Not Primary Beneficiary | |||||
Commitments and Contingencies [Line Items] | |||||
Term loan obtained for refinancing for construction loan | $ 61,000,000 |
Transactions with Unconsolida69
Transactions with Unconsolidated Joint Ventures (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||||
Receivables, net | $ 146,653 | $ 146,653 | $ 107,336 | ||
Joint Venture Partner | |||||
Related Party Transaction [Line Items] | |||||
Fees earned and payroll costs reimbursed from marketing services arrangement | 400 | $ 200 | 800 | $ 200 | |
Member of Unconsolidated Joint Venture | |||||
Related Party Transaction [Line Items] | |||||
Royalty and marketing and reservation system fees | 8,100 | 6,600 | 12,000 | 9,700 | |
Receivables, net | 1,100 | 1,100 | $ 1,100 | ||
Commissions paid to travel agent | $ 45 | $ 42 | $ 67 | $ 72 |