Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 31, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-13393 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 52-1209792 | |
Entity Address, Address Line One | 1 Choice Hotels Circle | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Rockville | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 20850 | |
City Area Code | 301 | |
Local Phone Number | 592-5000 | |
Title of 12(b) Security | Common Stock, Par Value $0.01 per share | |
Trading Symbol | CHH | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 55,697,326 | |
Entity Registrant Name | CHOICE HOTELS INTERNATIONAL INC /DE | |
Entity Central Index Key | 0001046311 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
REVENUES | ||||
Royalty fees | $ 106,427 | $ 103,219 | $ 186,780 | $ 179,917 |
Initial franchise and relicensing fees | 6,675 | 6,481 | 13,482 | 12,695 |
Procurement services | 20,829 | 17,833 | 32,776 | 27,771 |
Marketing and reservation system | 172,465 | 157,347 | 282,529 | 264,348 |
Other | 11,288 | 10,561 | 20,437 | 20,104 |
Total revenues | 317,684 | 295,441 | 536,004 | 504,835 |
OPERATING EXPENSES | ||||
Selling, general and administrative | 46,980 | 46,270 | 86,494 | 87,134 |
Depreciation and amortization | 3,405 | 3,669 | 7,021 | 6,722 |
Marketing and reservation system | 160,121 | 136,568 | 279,960 | 255,796 |
Total operating expenses | 210,506 | 186,507 | 373,475 | 349,652 |
Impairment of goodwill | 0 | 0 | (3,097) | 0 |
Impairment of long-lived assets | 0 | 0 | (7,304) | 0 |
Loss on sale of business | (4,641) | 0 | (4,641) | 0 |
Gain on sale of assets, net | 0 | 82 | 100 | 82 |
Operating income | 102,537 | 109,016 | 147,587 | 155,265 |
OTHER INCOME AND EXPENSES, NET | ||||
Interest expense | 11,093 | 11,705 | 22,304 | 23,014 |
Interest income | (2,784) | (1,643) | (5,397) | (3,252) |
Other gains | (906) | (503) | (3,104) | (383) |
Equity in net (income) loss of affiliates | 980 | (567) | 3,151 | 5,401 |
Total other income and expenses, net | 8,383 | 8,992 | 16,954 | 24,780 |
Income before income taxes | 94,154 | 100,024 | 130,633 | 130,485 |
Income tax expense | 19,765 | 20,185 | 26,163 | 25,560 |
Net income | $ 74,389 | $ 79,839 | $ 104,470 | $ 104,925 |
Basic earnings per share (in dollars per share) | $ 1.34 | $ 1.41 | $ 1.88 | $ 1.85 |
Diluted earnings per share (in dollars per share) | 1.33 | 1.40 | 1.87 | 1.83 |
Cash dividends declared per share (in dollars per share) | $ 0.215 | $ 0.215 | $ 0.43 | $ 0.43 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 74,389 | $ 79,839 | $ 104,470 | $ 104,925 |
Other comprehensive loss, net of tax: | ||||
Amortization of loss on cash flow hedge | 216 | 216 | 431 | 431 |
Foreign currency translation adjustment | (452) | (1,869) | (659) | (1,014) |
Other comprehensive loss, net of tax | (236) | (1,653) | (228) | (583) |
Comprehensive income | $ 74,153 | $ 78,186 | $ 104,242 | $ 104,342 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 34,407 | $ 26,642 |
Receivables (net of allowance for doubtful accounts of $16,325 and $15,905, respectively) | 181,452 | 138,018 |
Income taxes receivable | 3,674 | 10,122 |
Notes receivable, net of allowances | 34,014 | 36,759 |
Other current assets | 23,317 | 32,243 |
Total current assets | 276,864 | 243,784 |
Property and equipment, at cost, net | 149,084 | 127,535 |
Operating lease right-of-use assets | 25,574 | 0 |
Goodwill | 159,197 | 168,996 |
Intangible assets, net | 272,208 | 271,188 |
Notes receivable, net of allowances | 86,905 | 83,440 |
Investments, employee benefit plans, at fair value | 23,313 | 19,398 |
Investments in unconsolidated entities | 108,843 | 109,016 |
Deferred income taxes | 28,144 | 30,613 |
Other assets | 84,145 | 84,400 |
Total assets | 1,214,277 | 1,138,370 |
Current liabilities | ||
Accounts payable | 96,752 | 73,511 |
Accrued expenses and other current liabilities | 73,851 | 92,651 |
Deferred revenue | 68,695 | 67,614 |
Current portion of long-term debt | 508 | 1,097 |
Liability for guest loyalty program | 81,202 | 83,566 |
Total current liabilities | 321,008 | 318,439 |
Long-term debt | 784,280 | 753,514 |
Long-term deferred revenue | 108,128 | 110,278 |
Deferred compensation and retirement plan obligations | 28,029 | 24,212 |
Income taxes payable | 23,510 | 26,276 |
Operating lease liabilities | 23,594 | 0 |
Liability for guest loyalty program | 44,923 | 52,327 |
Other liabilities | 3,465 | 37,096 |
Total liabilities | 1,336,937 | 1,322,142 |
Commitments and Contingencies | ||
Common stock, $0.01 par value; 160,000,000 shares authorized; 95,065,638 shares issued at June 30, 2019 and December 31, 2018; 55,696,356 and 55,679,207 shares outstanding at June 30, 2019 and December 31, 2018, respectively | 951 | 951 |
Additional paid-in-capital | 222,394 | 213,170 |
Accumulated other comprehensive loss | (5,674) | (5,446) |
Treasury stock, at cost; 39,369,282 and 39,386,431 shares at June 30, 2019 and December 31, 2018, respectively | (1,215,254) | (1,187,625) |
Retained earnings | 874,923 | 795,178 |
Total shareholders’ deficit | (122,660) | (183,772) |
Total liabilities and shareholders’ deficit | $ 1,214,277 | $ 1,138,370 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Receivables, allowance for doubtful accounts | $ 16,325 | $ 15,905 |
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) | 55,696,356 | 55,679,207 |
Treasury stock, shares (in shares) | 39,369,282 | 39,386,431 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 104,470 | $ 104,925 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 7,021 | 6,722 |
Depreciation and amortization – marketing and reservation system | 8,599 | 10,048 |
Franchise agreement acquisition cost amortization | 5,051 | 4,375 |
Gain on disposal of assets | (2,189) | (82) |
Provision for bad debts, net | 3,535 | 4,356 |
Impairment of long-lived assets | 7,304 | 0 |
Impairment of goodwill | 3,097 | 0 |
Loss on sale of business | 4,641 | 0 |
Non-cash stock compensation and other charges | 8,173 | 7,716 |
Non-cash interest and other (income) loss | (2,910) | 808 |
Deferred income taxes | 2,418 | 3,828 |
Equity in net losses from unconsolidated joint ventures, less distributions received | 5,380 | 6,702 |
Franchise agreement acquisition cost, net of reimbursements | (19,122) | (20,326) |
Change in working capital and other, net of acquisition | (37,729) | (65,258) |
Net cash provided by operating activities | 97,739 | 63,814 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Investment in property and equipment | (38,177) | (21,611) |
Investment in intangible assets | (1,037) | (1,329) |
Proceeds from sales of assets | 10,585 | 3,052 |
Business acquisition, net of cash acquired | 0 | (231,317) |
Payment on business disposition, net | (10,783) | 0 |
Contributions to equity method investments | (13,676) | (7,206) |
Distributions from equity method investments | 7,509 | 1,210 |
Purchases of investments, employee benefit plans | (2,276) | (2,047) |
Proceeds from sales of investments, employee benefit plans | 1,714 | 1,828 |
Issuance of notes receivable | (4,877) | (19,005) |
Collections of notes receivable | 5,442 | 3,505 |
Other items, net | 309 | 232 |
Net cash used in investing activities | (45,267) | (272,688) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net borrowings pursuant to revolving credit facilities | 9,400 | 69,000 |
Principal payments on long-term debt | (248) | (362) |
Purchase of treasury stock | (42,437) | (70,573) |
Dividends paid | (24,131) | (24,454) |
Debt issuance costs | 0 | (914) |
Proceeds from issuance of long term debt | 20,715 | 352 |
Payments on transfer of interest in notes receivable | (24,409) | 173 |
Proceeds from exercise of stock options | 16,271 | 38,059 |
Net cash (used in) provided by financing activities | (44,839) | 11,281 |
Net change in cash and cash equivalents | 7,633 | (197,593) |
Effect of foreign exchange rate changes on cash and cash equivalents | 132 | (595) |
Cash and cash equivalents at beginning of period | 26,642 | 235,336 |
Cash and cash equivalents at end of period | 34,407 | 37,148 |
Cash payments during the period for: | ||
Income taxes, net of refunds | 15,434 | 22,470 |
Interest, net of capitalized interest | 21,126 | 21,558 |
Non-cash investing and financing activities: | ||
Dividends declared but not paid | 11,974 | 12,114 |
Investment in property and equipment acquired in accounts payable | $ 1,583 | $ 3,393 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Deficit Statement - USD ($) $ in Thousands | Total | Common Stock, Par Value $0.01 per share | Additional Paid-in- Capital | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Retained Earnings | |
Beginning balance (in shares) at Dec. 31, 2017 | 56,679,968 | ||||||
Beginning balance at Dec. 31, 2017 | $ (258,601) | $ 951 | $ 182,448 | $ (4,699) | $ (1,064,573) | $ 627,272 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 25,086 | 25,086 | |||||
Other comprehensive income | 1,070 | 1,070 | |||||
Share based payment activity (in shares) | 498,510 | ||||||
Share based payment activity | 26,579 | 13,203 | 13,376 | ||||
Dividends declared ($0.215 per share) | (12,182) | (12,182) | |||||
Treasury purchases (in shares) | (517,839) | ||||||
Treasury purchases | (41,869) | (41,869) | |||||
Ending balance at Mar. 31, 2018 | (259,917) | $ 951 | 195,651 | (3,629) | (1,093,066) | 640,176 | |
Ending balance (in shares) at Mar. 31, 2018 | 56,660,639 | ||||||
Beginning balance (in shares) at Dec. 31, 2017 | 56,679,968 | ||||||
Beginning balance at Dec. 31, 2017 | (258,601) | $ 951 | 182,448 | (4,699) | (1,064,573) | 627,272 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 104,925 | ||||||
Other comprehensive income | (583) | ||||||
Ending balance at Jun. 30, 2018 | (203,952) | $ 951 | 204,899 | (5,282) | (1,112,376) | 707,856 | |
Ending balance (in shares) at Jun. 30, 2018 | 56,633,606 | ||||||
Beginning balance (in shares) at Mar. 31, 2018 | 56,660,639 | ||||||
Beginning balance at Mar. 31, 2018 | (259,917) | $ 951 | 195,651 | (3,629) | (1,093,066) | 640,176 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 79,839 | 79,839 | |||||
Other comprehensive income | (1,653) | (1,653) | |||||
Share based payment activity (in shares) | 332,657 | ||||||
Share based payment activity | 18,642 | 9,248 | 9,394 | ||||
Dividends declared ($0.215 per share) | (12,159) | (12,159) | |||||
Treasury purchases (in shares) | (359,690) | ||||||
Treasury purchases | (28,704) | (28,704) | |||||
Ending balance at Jun. 30, 2018 | $ (203,952) | $ 951 | 204,899 | (5,282) | (1,112,376) | 707,856 | |
Ending balance (in shares) at Jun. 30, 2018 | 56,633,606 | ||||||
Beginning balance (in shares) at Dec. 31, 2018 | 55,679,207 | 55,679,207 | |||||
Beginning balance at Dec. 31, 2018 | $ (183,772) | $ 951 | 213,170 | (5,446) | (1,187,625) | 795,178 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 30,081 | 30,081 | |||||
Other comprehensive income | 8 | 8 | |||||
Share based payment activity (in shares) | 408,545 | ||||||
Share based payment activity | 12,920 | 3,214 | 9,706 | ||||
Dividends declared ($0.215 per share) | (12,149) | (12,149) | |||||
Treasury purchases (in shares) | (414,077) | ||||||
Treasury purchases | (31,951) | (31,951) | |||||
Other | [1] | (614) | (614) | ||||
Ending balance at Mar. 31, 2019 | $ (185,477) | $ 951 | 216,384 | (5,438) | (1,209,870) | 812,496 | |
Ending balance (in shares) at Mar. 31, 2019 | 55,673,675 | ||||||
Beginning balance (in shares) at Dec. 31, 2018 | 55,679,207 | 55,679,207 | |||||
Beginning balance at Dec. 31, 2018 | $ (183,772) | $ 951 | 213,170 | (5,446) | (1,187,625) | 795,178 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 104,470 | ||||||
Other comprehensive income | $ (228) | ||||||
Treasury purchases (in shares) | (476,833) | ||||||
Ending balance at Jun. 30, 2019 | $ (122,660) | $ 951 | 222,394 | (5,674) | (1,215,254) | 874,923 | |
Ending balance (in shares) at Jun. 30, 2019 | 55,696,356 | 55,696,356 | |||||
Beginning balance (in shares) at Mar. 31, 2019 | 55,673,675 | ||||||
Beginning balance at Mar. 31, 2019 | $ (185,477) | $ 951 | 216,384 | (5,438) | (1,209,870) | 812,496 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 74,389 | 74,389 | |||||
Other comprehensive income | (236) | (236) | |||||
Share based payment activity (in shares) | 151,856 | ||||||
Share based payment activity | 11,112 | 6,010 | 5,102 | ||||
Dividends declared ($0.215 per share) | $ (11,962) | (11,962) | |||||
Treasury purchases (in shares) | (122,237) | (129,175) | |||||
Treasury purchases | $ (10,486) | (10,486) | |||||
Ending balance at Jun. 30, 2019 | $ (122,660) | $ 951 | $ 222,394 | $ (5,674) | $ (1,215,254) | $ 874,923 | |
Ending balance (in shares) at Jun. 30, 2019 | 55,696,356 | 55,696,356 | |||||
[1] | Impact of adoption of Financial Accounting Standards Board ("FASB") Accounting Standards Update (“ASU”) No. 2014-09, Revenue From Contracts with Customers (Topic 606) and subsequent amendments to the initial guidance ("Topic 606") related to a foreign joint venture accounted for as an equity method investment. |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Deficit (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||||||
Cash dividends declared per share (in dollars per share) | $ 0.215 | $ 0.215 | $ 0.215 | $ 0.215 | $ 0.43 | $ 0.43 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements of Choice Hotels International, Inc. and its subsidiaries (together the "Company") have been prepared by the Company in accordance with United States of America generally accepted accounting principles ("GAAP") 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 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, 2018 and notes thereto included in the Company’s Annual Report on Form 10-K, filed with the SEC on February 26, 2019 . 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. Summary of Significant Accounting Policies The Company’s significant accounting policies are detailed in the “Summary of Significant Accounting Policies” section of Note 1 in the Annual Report on Form 10-K for the year ended December 31, 2018 . The significant accounting policies that changed in 2019 are set forth below. Recently Adopted Accounting Standards In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) and issued subsequent amendments to the initial guidance at various points thereafter (collectively referred to as "Topic 842"). Topic 842 requires a lessee to recognize operating leases on its balance sheet by recording liabilities for its lease obligations and assets for its right-of-use ("ROU") of the underlying assets as of the lease commencement dates. This differs from prior treatment of operating leases in accordance with ASC 840, Leases (Topic 840) ("Topic 840"), as operating leases were not captured on a lessee's consolidated balance sheet. Topic 842 prescribes that entities should recognize expenses on their consolidated statements of income in a manner similar to Topic 840 whereby minimum lease payments are recognized on a straight-line basis over a lease term. The Company elected to apply the package of practical expedients that allows entities to forego reassessing at the transition date: (i) whether expired or existing contracts are or contain leases; (ii) lease classification for any expired or existing leases; and (iii) whether initial direct costs for existing leases qualify for capitalization. Topic 842 allows entities an optional transitional method to apply the transition requirements at the effective date, rather than at the beginning of the earliest comparative period. An entity’s reporting for the comparative periods presented in the year of adoption continues to be in accordance with Topic 840, including the disclosure requirements of Topic 840. The Company adopted Topic 842 on January 1, 2019 using this optional transition method and therefore, the financial results reported in periods prior to January 1, 2019 are unchanged. Adoption of the standard resulted in the recording of operating lease ROU assets of $28.0 million and operating lease liabilities of $38.5 million as of March 31, 2019 . Topic 842 did not have an impact on our consolidated statements of income. Refer to Note 7. Recently Issued Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) and issued subsequent amendments to the initial guidance at various points thereafter ("Topic 326"), 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. Topic 326 requires enhanced disclosures, including qualitative and quantitative requirements, to provide insight to significant estimates and judgments used in estimating credit losses and the amounts recorded in the financial statements. The guidance is effective for annual reporting periods beginning after December 15, 2019 and interim periods within those fiscal years. Topic 326 requires the use of the modified retrospective approach for adoption. The Company is currently assessing the potential impact that Topic 326 will have on its consolidated financial position, results of operations, and disclosures, including the processes to evaluate allowances for trade and notes receivables. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13"). ASU 2018-13 modifies disclosure requirements on fair value measurements. The guidance is effective for annual reporting periods beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the potential impact that ASU 2018-13 will have on the financial statement disclosures. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) : Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract ("ASU 2018-15"). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The guidance is effective for annual reporting periods beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the timing of adoption and the potential impact that ASU 2018-15 will have on the financial statements and disclosures. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Contract Liabilities Contract liabilities relate to (i) advance consideration received, such as initial franchise and relicensing fees paid when a franchise agreement is awarded and system implementation fees paid at time of installation, for services considered to be part of the brand intellectual property performance obligation and (ii) amounts received when Choice Privileges points are issued but for which revenue is not yet recognized since the related points have not been redeemed. Initial and relicensing fees are charged when (i) new hotels enter the franchise system; (ii) there is a change of ownership; or (iii) existing franchise agreements are extended. These revenues are recognized as revenue ratably as services are provided over the enforceable period of the franchise agreement. System implementation fees charged to franchisees are also deferred and recognized as revenue over the enforceable period of the franchise agreement. The enforceable period is the period from hotel opening to the first point the franchisee or the Company can terminate the franchise agreement without incurring a significant penalty. Deferred revenues from initial and relicensing fees and system implementation fees will typically be recognized over a five - to ten -year period, unless the franchise agreement is terminated and the hotel exits the franchise system whereby remaining deferred amounts will be recognized to revenue in the period of termination. Loyalty points represent a performance obligation attributable to usage of the points, and thus revenues are recognized at the point in time when the loyalty points are redeemed by members for benefits. The estimated fair value of future redemptions is reflected in current and non-current Liability for guest loyalty program in the consolidated balance sheets. The amount of the loyalty program fees in excess of the point liability represents current and non-current Deferred revenue, which is recognized to revenue as points are redeemed including an estimate of future forfeitures. The anticipated redemption pattern of the points is the basis for current and non-current designation of each liability. Loyalty points are typically redeemed within three years of issuance. Significant changes in the contract liabilities balances during the period December 31, 2018 to June 30, 2019 are as follows: (in thousands) Balance as of December 31, 2018 $ 153,180 Increases to the contract liability balance due to cash received 46,959 Revenue recognized in the period (43,652 ) Balance as of June 30, 2019 $ 156,487 Remaining Performance Obligations The aggregate amount of transaction price allocated to unsatisfied or partially unsatisfied performance obligations is $156.5 million as of June 30, 2019 . This amount represents fixed transaction price that will be recognized as revenue in future periods, which is primarily captured in the balance sheet as current and non-current deferred revenue. Based on practical expedient elections permitted by Topic 606, the Company does not disclose the value of unsatisfied performance obligations for (i) variable consideration subject to the sales or usage-based royalty constraint or comprising a component of a series (including franchise, partnership, qualified vendor, and software as a service ("SaaS") agreements), (ii) variable consideration for which we recognize revenue at the amount to which we have the right to invoice for services performed, or (iii) contracts with an expected original duration of one year or less. Disaggregation of Revenue Three Months Ended Three Months Ended June 30, 2019 June 30, 2018 Over time Point in time Total Over time Point in time Total Revenues: (in thousands) (in thousands) Royalty fees $ 106,427 $ — $ 106,427 $ 103,219 $ — $ 103,219 Initial franchise and relicensing fees 6,675 — 6,675 6,481 — 6,481 Procurement services 19,648 1,181 20,829 16,919 914 17,833 Marketing and reservation system 130,203 42,262 172,465 130,616 26,731 157,347 Other 10,886 141 11,027 10,024 185 10,209 Total Topic 606 revenues $ 273,839 $ 43,584 317,423 $ 267,259 $ 27,830 295,089 Non-Topic 606 revenues 261 352 $ 317,684 $ 295,441 Six Months Ended Six Months Ended June 30, 2019 June 30, 2018 Over time Point in time Total Over time Point in time Total Revenues: (in thousands) (in thousands) Royalty fees $ 186,780 $ — $ 186,780 $ 179,917 $ — $ 179,917 Initial franchise and relicensing fees 13,482 — 13,482 12,695 — 12,695 Procurement services 31,135 1,641 32,776 26,484 1,287 27,771 Marketing and reservation system 234,281 48,248 282,529 231,744 32,604 264,348 Other 19,755 141 19,896 18,544 857 19,401 Total Topic 606 revenues $ 485,433 $ 50,030 535,463 $ 469,384 $ 34,748 504,132 Non-Topic 606 revenues 541 703 $ 536,004 $ 504,835 Non-Topic 606 revenues primarily represent revenue from leasing an office building (refer to Note 7) and are presented in Other revenues in the consolidated statements of income. As presented in Note 14, the Corporate & Other segment amounts represent $4.1 million and $3.3 million for the three months ended June 30, 2019 and 2018 , respectively, and $7.4 million and $7.0 million for the six months ended June 30, 2019 and 2018 , respectively, and are included in the Over time column of Other revenues and Non-Topic 606 revenues row. The remaining revenues relate to the Hotel Franchising segment. |
Other Current Assets
Other Current Assets | 6 Months Ended |
Jun. 30, 2019 | |
Assets, Current [Abstract] | |
Other Current Assets | Other Current Assets Other current assets consist of the following: June 30, 2019 December 31, 2018 (in thousands) Prepaid expenses $ 20,734 $ 18,412 Other current assets 2,583 6,831 Land held for sale — 7,000 Total $ 23,317 $ 32,243 Land held for sale represents certain parcels of land previously acquired by the Company as part of its program to incent franchise development in strategic markets for the Company's Cambria Hotels brand. During the six months ended June 30, 2019 , the Company sold one parcel of land with a total book value of $7.0 million recognizing a gain on sale of $0.1 million . |
Notes Receivable and Allowance
Notes Receivable and Allowance for Losses | 6 Months Ended |
Jun. 30, 2019 | |
Accounts and Financing Receivable, after Allowance for Credit Loss [Abstract] | |
Notes Receivable and Allowance for Losses | Notes Receivable and Allowance for Losses The following table shows the composition of the Company's notes receivable balances: June 30, 2019 December 31, 2018 Credit Quality Indicator (in thousands) Senior $ 93,617 $ 94,349 Subordinated 29,458 28,100 Unsecured 2,529 2,435 Total notes receivable 125,604 124,884 Allowance for losses on receivables specifically evaluated for impairment 4,426 4,426 Allowance for losses on non-impaired loans 259 259 Total loan reserves 4,685 4,685 Net carrying value $ 120,919 $ 120,199 Current portion, net $ 34,014 $ 36,759 Long-term portion, net 86,905 83,440 Total $ 120,919 $ 120,199 The Company utilizes the level of security it has in the notes receivable as its primary credit quality indicator (i.e., senior, subordinated or unsecured) when determining the appropriate allowances for uncollectible loans. 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. For restructured loans that are provided a concession, the Company recognizes interest as earned as long as the borrower is in compliance with the restructured loan terms. The Company determined that approximately $52.1 million of its notes receivable were impaired at both June 30, 2019 and December 31, 2018 , respectively. The total unpaid principal balances of these impaired notes, which were current based on their restructured loan maturity terms, as of both June 30, 2019 and December 31, 2018 was $51.8 million . The Company recorded allowances for credit losses on these impaired loans totaling $4.4 million at both June 30, 2019 and December 31, 2018 . The average notes receivable on non-accrual status was approximately $1.7 million and $1.8 million for the six months ended June 30, 2019 and 2018 , respectively. The Company recognized $1.5 million and $43 thousand of interest income on impaired loans on a cash basis during the six months ended June 30, 2019 and 2018 , respectively. The Company provided loan reserves on non-impaired loans totaling $0.3 million at both June 30, 2019 and December 31, 2018 . There were no changes in total loan reserves between December 31, 2018 and June 30, 2019 . The Company has identified loans totaling approximately $13.8 million and $12.9 million , respectively, with stated interest rates that are less than market rate, representing a total discount of $1.3 million and $1.5 million as of June 30, 2019 and December 31, 2018 , respectively. These discounts are reflected as a reduction of the outstanding loan amounts and are amortized over the life of the related loan. Past due balances of 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 As of June 30, 2019 (in thousands) Senior $ — $ — $ — $ 93,617 $ 93,617 Subordinated — — — 29,458 29,458 Unsecured — — — 2,529 2,529 $ — $ — $ — $ 125,604 $ 125,604 As of December 31, 2018 Senior $ — $ — $ — $ 94,349 $ 94,349 Subordinated — — — 28,100 28,100 Unsecured — — — 2,435 2,435 $ — $ — $ — $ 124,884 $ 124,884 Variable Interest through Notes Issued The Company has issued notes receivables to certain entities that have created variable interests in these borrowers totaling $115.0 million and $114.3 million as of June 30, 2019 and December 31, 2018 , respectively. The Company has determined that it is not the primary beneficiary of these variable interest entities ("VIEs"). These loans have stated fixed and/ or variable interest amounts. |
Loss on Sale of Business and Im
Loss on Sale of Business and Impairment of Assets | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Loss on Sale of Business and Impairment of Assets | Loss on Sale of Business and Impairment of Assets During the first quarter of 2019, the SaaS for vacation rentals reporting unit experienced a triggering event requiring the interim reevaluation of the reporting unit's long-lived assets group and goodwill, resulting in the recognition of an impairment of long-lived assets of $7.3 million and impairment of goodwill of $3.1 million . During the second quarter of 2019, the SaaS for vacation rentals reporting unit was sold, resulting in a loss on sale of business of $4.6 million . First Quarter of 2019 evaluation On January 29, 2019, the Company became aware that a key customer of the SaaS for vacation rentals reporting unit provided the unit’s management team with a letter purporting to terminate the customer’s contract. The unit’s management team asserted, and the Company believed, that the purported termination notice was not valid. The customer was contemplated in the SaaS for vacation rentals reporting unit's projected revenues, and the Company determined that the unit’s receipt of the purported termination notice, even though the validity of the notice was being actively contested by the unit, represented a triggering event which required an interim reevaluation of the reporting unit's long-lived assets group and goodwill in the first quarter of 2019. The long-lived assets of the SaaS for vacation rentals reporting unit were comprised of $4.3 million of intangible assets, $1.7 million of operating lease ROU assets, and $1.3 million of property and equipment. The long-lived asset group was determined to be at the SaaS for vacation rentals reporting unit level. Recoverability of the long-lived asset group was assessed based on net, undiscounted expected cash flows of the asset group, which were less than the carrying amount of the asset group. An impairment charge was recorded for the excess of the carrying value over the fair value of the asset group. To estimate the fair value of the long-lived asset group, the Company utilized a combination of income and market approach valuation methods via performance of a discounted cash flow analysis and quoted market prices. The Company recognized a non-cash pre-tax long-lived asset group impairment charge for the full amount of SaaS for vacation rentals long-lived assets of $7.3 million . The carrying value of the SaaS for vacation rentals reporting unit was adjusted after the $7.3 million long-lived asset impairment. The adjusted carrying value exceeded the fair value of the reporting unit by $3.1 million , resulting in an additional non-cash pre-tax impairment charge on the SaaS for vacation rentals reporting unit's goodwill in this amount. As of March 31, 2019, the carrying value of the reporting unit's goodwill was $6.4 million . Second Quarter of 2019 evaluation On June 3, 2019 , the SaaS for vacation rentals reporting unit was sold. As a result of costs incurred in completing the disposition and the de-recognition of net assets of the reporting unit, including the remaining goodwill, the Company recognized a loss on sale of $4.6 million . The results of the SaaS for vacation rentals reporting unit prior to the disposition are included in the Corporate & Other segment in Note 14. The impairment charges and loss on sale do not have an impact on the Company's liquidity or calculation of financial covenants under existing debt arrangements. Goodwill The following table details the changes in the carrying amount of goodwill: June 30, 2019 December 31, 2018 (in thousands) Goodwill $ 173,071 $ 173,477 Accumulated impairment losses (7,578 ) (4,481 ) Disposition (6,296 ) — Net carrying amount $ 159,197 $ 168,996 The following is a summary of changes by segment in the carrying amount of goodwill: December 31, 2018 Acquisitions Foreign Exchange Impairment Disposition June 30, 2019 Hotel Franchising $ 159,197 $ — $ — $ — $ — $ 159,197 Corporate & Other 9,799 — (406 ) (3,097 ) (6,296 ) — Total $ 168,996 $ — $ (406 ) $ (3,097 ) $ (6,296 ) $ 159,197 |
Investments in Unconsolidated E
Investments in Unconsolidated Entities | 6 Months Ended |
Jun. 30, 2019 | |
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 interests in equity method investments with one or more partners. The Company has equity method investments in joint ventures that represent VIEs totaling $103.7 million and $103.0 million on the consolidated balance sheets at June 30, 2019 and December 31, 2018 , respectively. These investments relate to the Company's program to offer equity support to qualified franchisees to develop and operate Cambria 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 these 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, 2019 and 2018 , the Company recognized losses totaling $1.6 million and $0.1 million , respectively, from these investments. For the six months ended June 30, 2019 and 2018 , the Company recognized losses totaling $4.0 million and $6.5 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 limited payment guaranties described in Note 15 of these financial statements. Refer to discussion of subsequent events in Note 18. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases Lessee The Company determines if an arrangement is a lease and classification as operating or financing at lease inception. Operating leases are included in operating lease ROU assets, accrued expenses and other current liabilities, and operating lease liabilities on our consolidated balance sheets. The Company does not have any leases classified as financing. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Operating lease ROU assets are further offset by any prepaid rent, lease incentives and initial direct costs incurred. When a lease agreement does not provide an implicit rate, the Company utilizes its incremental borrowing rate based on the information available at commencement date in determining the present value of future minimum lease payments. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Variable lease payments include certain index-based changes in rent, certain nonlease components (such as maintenance and other services provided by the lessor), and other charges included in the lease. Variable lease payments are excluded from future minimum lease payments and expensed as incurred. The Company elected the practical expedient to not separate lease and non-lease components for all classes of underlying assets in which it is the lessee and made a policy election to not account for leases with an initial term of 12 months or less on the balance sheet. These short-term leases are expensed on a straight-line basis over the lease term. The Company has operating leases primarily for office space, buildings, and equipment. Our leases have remaining lease terms of one month to five years, some of which may include options to extend leases for up to fifteen years and some which may include options to terminate the leases within one year. The Company's lease costs were as follows: Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 (in thousands) Operating lease cost $ 2,471 $ 5,041 Sublease income (12 ) (84 ) Total lease cost $ 2,459 $ 4,957 Leases recorded on the consolidated balance sheet consist of the following: June 30, 2019 (in thousands) Assets: Operating lease right-of-use assets $ 25,574 Liabilities: Current operating lease liabilities 10,334 Long-term operating lease liabilities 23,594 Total lease liabilities $ 33,928 Other information related to the Company's lease arrangements is as follows: Six Months Ended June 30, 2019 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,476 ROU assets obtained in exchange for lease liabilities in non-cash transactions: Operating lease assets obtained in exchange for operating lease liabilities $ 874 Weighted-average remaining lease term 3.56 Weighted-average discount rate (1) 3.74 % (1) Discount rates used for existing operating leases upon adoption of Topic 842 were established based on remaining lease term as of January 1, 2019. Maturities of lease liabilities are as follows: As of June 30, 2019 (in thousands) 2019 (remaining 6 months) $ 5,843 2020 10,109 2021 8,651 2022 8,543 2023 3,100 Thereafter 2 Total minimum lease payments $ 36,248 Less imputed interest 2,320 Present value of minimum lease payments $ 33,928 During the six months ended June 30, 2019 , the Company entered into a sale and leaseback transaction in which we sold an office building for a gain of $2.0 million within the Marketing and reservation system line item on the consolidated statements of income and entered into a lease with the option to terminate after 2019. This lease is included in the tables above. The Company adopted Topic 842 on January 1, 2019 using the optional transition method to present comparative periods prior to adoption date in accordance with Topic 840, including disclosure. The following table discloses future minimum lease payments in accordance with Topic 840: As of December 31, 2018 (in thousands) 2019 (net of minimum sublease rentals of $124) $ 12,509 2020 10,638 2021 9,258 2022 8,866 2023 3,514 Thereafter — Total $ 44,785 Lessor The Company leases an office building to a third-party tenant. This lease has a remaining lease term of less than two years. Lease income comprises fixed lease payments of $0.3 million and $0.5 million for the three and six months ended June 30, 2019 , respectively. The lease does not contain an option to purchase the underlying asset. The Company elected to not separate lease and nonlease components. Related Party The Company and family members of the Company's largest shareholder entered into an agreement that allows those family members to lease the Company aircraft from time to time for their personal use. The agreements provide for lease payments that contribute towards the fixed costs associated with the aircraft as well as reimbursement of the Company’s variable costs associated with operation of the aircraft, in compliance with, and to the extent authorized by, applicable regulatory requirements. The terms of the lease agreements are consistent with the terms of lease agreements that the Company has entered into with unrelated third parties for use of the aircraft. The Company received nothing pursuant to this arrangement during the three months ended June 30, 2019 . During the six months ended June 30, 2019 , the Company received $12 thousand pursuant to this arrangement. In December 2013 , the Company's board of directors approved an arrangement with an entity controlled by the family members of the Company's largest shareholder to sublease approximately 2,200 square feet of office space located in Chevy Chase, Maryland. The lease has a month to month term, with a 90 -day notice period, and annual lease payments totaling approximately $0.1 million . In May 2016, the sublease was amended for the expansion of the office space, with annual lease payments totaling approximately $0.1 million . During the three and six months ended June 30, 2019 , the Company received approximately $12 thousand and $49 thousand |
Leases | Leases Lessee The Company determines if an arrangement is a lease and classification as operating or financing at lease inception. Operating leases are included in operating lease ROU assets, accrued expenses and other current liabilities, and operating lease liabilities on our consolidated balance sheets. The Company does not have any leases classified as financing. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Operating lease ROU assets are further offset by any prepaid rent, lease incentives and initial direct costs incurred. When a lease agreement does not provide an implicit rate, the Company utilizes its incremental borrowing rate based on the information available at commencement date in determining the present value of future minimum lease payments. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Variable lease payments include certain index-based changes in rent, certain nonlease components (such as maintenance and other services provided by the lessor), and other charges included in the lease. Variable lease payments are excluded from future minimum lease payments and expensed as incurred. The Company elected the practical expedient to not separate lease and non-lease components for all classes of underlying assets in which it is the lessee and made a policy election to not account for leases with an initial term of 12 months or less on the balance sheet. These short-term leases are expensed on a straight-line basis over the lease term. The Company has operating leases primarily for office space, buildings, and equipment. Our leases have remaining lease terms of one month to five years, some of which may include options to extend leases for up to fifteen years and some which may include options to terminate the leases within one year. The Company's lease costs were as follows: Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 (in thousands) Operating lease cost $ 2,471 $ 5,041 Sublease income (12 ) (84 ) Total lease cost $ 2,459 $ 4,957 Leases recorded on the consolidated balance sheet consist of the following: June 30, 2019 (in thousands) Assets: Operating lease right-of-use assets $ 25,574 Liabilities: Current operating lease liabilities 10,334 Long-term operating lease liabilities 23,594 Total lease liabilities $ 33,928 Other information related to the Company's lease arrangements is as follows: Six Months Ended June 30, 2019 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,476 ROU assets obtained in exchange for lease liabilities in non-cash transactions: Operating lease assets obtained in exchange for operating lease liabilities $ 874 Weighted-average remaining lease term 3.56 Weighted-average discount rate (1) 3.74 % (1) Discount rates used for existing operating leases upon adoption of Topic 842 were established based on remaining lease term as of January 1, 2019. Maturities of lease liabilities are as follows: As of June 30, 2019 (in thousands) 2019 (remaining 6 months) $ 5,843 2020 10,109 2021 8,651 2022 8,543 2023 3,100 Thereafter 2 Total minimum lease payments $ 36,248 Less imputed interest 2,320 Present value of minimum lease payments $ 33,928 During the six months ended June 30, 2019 , the Company entered into a sale and leaseback transaction in which we sold an office building for a gain of $2.0 million within the Marketing and reservation system line item on the consolidated statements of income and entered into a lease with the option to terminate after 2019. This lease is included in the tables above. The Company adopted Topic 842 on January 1, 2019 using the optional transition method to present comparative periods prior to adoption date in accordance with Topic 840, including disclosure. The following table discloses future minimum lease payments in accordance with Topic 840: As of December 31, 2018 (in thousands) 2019 (net of minimum sublease rentals of $124) $ 12,509 2020 10,638 2021 9,258 2022 8,866 2023 3,514 Thereafter — Total $ 44,785 Lessor The Company leases an office building to a third-party tenant. This lease has a remaining lease term of less than two years. Lease income comprises fixed lease payments of $0.3 million and $0.5 million for the three and six months ended June 30, 2019 , respectively. The lease does not contain an option to purchase the underlying asset. The Company elected to not separate lease and nonlease components. Related Party The Company and family members of the Company's largest shareholder entered into an agreement that allows those family members to lease the Company aircraft from time to time for their personal use. The agreements provide for lease payments that contribute towards the fixed costs associated with the aircraft as well as reimbursement of the Company’s variable costs associated with operation of the aircraft, in compliance with, and to the extent authorized by, applicable regulatory requirements. The terms of the lease agreements are consistent with the terms of lease agreements that the Company has entered into with unrelated third parties for use of the aircraft. The Company received nothing pursuant to this arrangement during the three months ended June 30, 2019 . During the six months ended June 30, 2019 , the Company received $12 thousand pursuant to this arrangement. In December 2013 , the Company's board of directors approved an arrangement with an entity controlled by the family members of the Company's largest shareholder to sublease approximately 2,200 square feet of office space located in Chevy Chase, Maryland. The lease has a month to month term, with a 90 -day notice period, and annual lease payments totaling approximately $0.1 million . In May 2016, the sublease was amended for the expansion of the office space, with annual lease payments totaling approximately $0.1 million . During the three and six months ended June 30, 2019 , the Company received approximately $12 thousand and $49 thousand |
Debt
Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consists of the following: June 30, 2019 December 31, 2018 (in thousands) $400 million senior unsecured notes with an effective interest rate of 6.0% less deferred issuance costs of $2.7 million and $3.2 million at June 30, 2019 and December 31, 2018, respectively $ 397,255 $ 396,844 $250 million senior unsecured notes with an effective interest rate of 6.19% less a discount and deferred issuance costs of $0.4 million and $0.5 million at June 30, 2019 and December 31, 2018, respectively 249,642 249,489 $600 million senior unsecured credit facility with an effective interest rate of 3.47%, less deferred issuance costs of $2.7 million and $3.0 million at June 30, 2019 and December 31, 2018, respectively 97,311 87,582 Construction loan with an effective interest rate of 6.8%, less deferred issuance costs of $0.7 million and $0.9 million at June 30, 2019 and December 31, 2018, respectively 28,482 7,652 Fixed rate collateralized mortgage with an effective interest rate of 4.57%, plus a fair value adjustment of $0.3 million and $0.4 million at June 30, 2019 and December 31, 2018, respectively 7,858 8,197 Economic development loans with an effective interest rate of 3.0% at June 30, 2019 and December 31, 2018, respectively 4,240 4,240 Other notes payable — 607 Total debt $ 784,788 $ 754,611 Less current portion 508 1,097 Total long-term debt $ 784,280 $ 753,514 On July 2, 2019 , the Company exercised a one-year extension option on the senior unsecured credit facility, extending the maturity date from August 20, 2023 to August 20, 2024 . For additional information regarding the senior unsecured credit facility and other debt, see the "Debt" caption under the "Liquidity and Capital Resources" section in Management's Discussion and Analysis of Financial Condition and Results of Operations. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Jun. 30, 2019 | |
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, 2019 and 2018 : Loss on Cash Flow Hedge Foreign Currency Items Total (in thousands) Beginning balance, December 31, 2018 $ (1,436 ) $ (4,010 ) $ (5,446 ) Other comprehensive loss before reclassification — (659 ) (659 ) Amounts reclassified from accumulated other comprehensive loss 431 — 431 Net current period other comprehensive income (loss) 431 (659 ) (228 ) Ending balance, June 30, 2019 $ (1,005 ) $ (4,669 ) $ (5,674 ) Loss on Cash Flow Hedge Foreign Currency Items Total (in thousands) Beginning balance, December 31, 2017 $ (2,298 ) $ (2,401 ) $ (4,699 ) Other comprehensive loss before reclassification — (1,014 ) (1,014 ) Amounts reclassified from accumulated other comprehensive loss 431 — 431 Net current period other comprehensive income (loss) 431 (1,014 ) (583 ) Ending balance, June 30, 2018 $ (1,867 ) $ (3,415 ) $ (5,282 ) The amounts below were reclassified from accumulated other comprehensive loss to the following line items in the Company's Consolidated Statements of Income during the three and six months ended June 30, 2019 . There is no income tax expense or benefit attributable to the components below. Component Amount Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Consolidated Statements of Income Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Loss on cash flow hedge: (in thousands) Interest rate contract $ 216 $ 431 Interest expense |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
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, 2019 . As of June 30, 2019 and December 31, 2018 , 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, 2019 Mutual funds (1) $ 22,899 $ 22,899 $ — $ — Money market funds (1) 2,066 — 2,066 — $ 24,965 $ 22,899 $ 2,066 $ — As of December 31, 2018 Mutual funds (1) $ 19,378 $ 19,378 $ — $ — Money market funds (1) 1,923 — 1,923 — $ 21,301 $ 19,378 $ 1,923 $ — (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 senior unsecured 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 receivable, refer to Note 4. 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, 2019 and December 31, 2018 , the $250 million Senior Notes had an approximate fair value of $258.1 million and $257.0 million , respectively. At June 30, 2019 and December 31, 2018 , the $400 million Senior Notes had an approximate fair value of $430.8 million and $415.7 million , respectively. Fair value estimates 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, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective income tax rates were 21.0% and 20.2% for the three months ended June 30, 2019 and 2018 , respectively. The effective income tax rates were 20.0% and 19.6% for the six months ended June 30, 2019 and 2018 , respectively. The effective income tax rate for the three months ended June 30, 2019 was the same as the U.S. federal income tax rate of 21.0% due to excess tax benefits from share-based compensation of $1.0 million and the impact of foreign operations, partially offset by state income taxes. The effective income tax rate for the six months ended June 30, 2019 was lower than the U.S. federal income tax rate of 21.0% due to excess tax benefits from share-based compensation of $3.0 million and the impact of foreign operations, partially offset by state income taxes. The effective income tax rate for the three and six months ended June 30, 2018 was lower than the U.S. federal income tax rate of 21.0% due to excess tax benefits from share-based compensation of $1.9 million and $3.5 million , respectively, and the impact of foreign operations, partially offset by state income taxes. |
Share-Based Compensation and Ca
Share-Based Compensation and Capital Stock | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation and Capital Stock | Share-Based Compensation and Capital Stock 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, 2019 and 2018 : Three Months Ended June 30, Six Months Ended June 30, (In millions) 2019 2018 2019 2018 Stock options $ 0.5 $ 0.6 $ 1.1 $ 1.3 Restricted stock 2.1 1.6 4.1 3.3 Performance vested restricted stock units 1.4 1.5 2.5 2.6 Total $ 4.0 $ 3.7 $ 7.7 $ 7.2 Income tax benefits $ 1.0 $ 0.9 $ 1.9 $ 1.7 A summary of stock-based award activity as of June 30, 2019 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, 2019 1,186,180 $ 54.13 303,765 $ 65.06 336,820 $ 63.28 Granted 141,827 81.15 152,721 81.13 83,934 81.15 Performance-Based Leveraging (1) — — — — 1,583 51.49 Exercised/Vested (350,618 ) 46.41 (98,609 ) 61.95 (73,242 ) 50.69 Expired — — — — — — Forfeited (3,493 ) 51.49 (16,180 ) 71.31 (11,272 ) 73.69 Outstanding at June 30, 2019 973,896 $ 60.86 3.9 years 341,697 $ 72.84 337,823 $ 70.05 Options exercisable at June 30, 2019 607,256 $ 54.84 3.0 years (1) PVRSU units outstanding have been increased by 1,583 units due to the Company exceeding the targeted performance conditions contained in PVRSUs granted in prior periods. 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: 2019 Grants Risk-free interest rate 2.46 % Expected volatility 21.49 % Expected life of stock option 4.4 years Dividend yield 1.06 % Requisite service period 4 years Contractual life 7 years Weighted average fair value of options granted (per option) $ 15.84 Restricted stock awards generally vest ratably over the service period beginning with the first anniversary of the grant date. Vesting service period of shares granted during the six months ended June 30, 2019 range from 12 to 48 months . The Company has granted PVRSUs to certain employees. The vesting of these stock awards is contingent upon the Company achieving performance targets over a 36 to 48 month requisite service period and the employees' continued employment. The performance conditions affect the number of shares that will ultimately vest and can range between 0% and 200% of the shares granted. Share Repurchases and Redemptions The Company purchased 122,237 and 476,833 shares of common stock under the share repurchase program at a total cost of $9.9 million and $37.2 million during the three and six months ended June 30, 2019 , respectively. During the three and six months ended June 30, 2019 , the Company redeemed 6,938 and 66,369 shares of common stock at a total cost of approximately $0.6 million and $5.3 million , respectively, from employees to satisfy the option exercise price and statutory minimum tax-withholding requirements related to the exercising of stock options and vesting of performance vested restricted stock units and restricted stock grants. These redemptions were outside the share repurchase program. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2019 | |
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) 2019 2018 2019 2018 Computation of Basic Earnings Per Share: Numerator: Net income $ 74,389 $ 79,839 $ 104,470 $ 104,925 Income allocated to participating securities (468 ) (462 ) (640 ) (627 ) Net income available to common shareholders $ 73,921 $ 79,377 $ 103,830 $ 104,298 Denominator: Weighted average common shares outstanding – basic 55,323 56,364 55,335 56,414 Basic earnings per share $ 1.34 $ 1.41 $ 1.88 $ 1.85 Computation of Diluted Earnings Per Share: Numerator: Net income $ 74,389 $ 79,839 $ 104,470 $ 104,925 Income allocated to participating securities (466 ) (459 ) (638 ) (623 ) Net income available to common shareholders $ 73,923 $ 79,380 $ 103,832 $ 104,302 Denominator: Weighted average common shares outstanding – basic 55,323 56,364 55,335 56,414 Diluted effect of stock options and PVRSUs 237 468 273 557 Weighted average common shares outstanding – diluted 55,560 56,832 55,608 56,971 Diluted earnings per share $ 1.33 $ 1.40 $ 1.87 $ 1.83 The Company's unvested restricted shares contain rights to receive nonforfeitable 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, 2019 and 2018 , the Company had 1.0 million and 1.3 million outstanding stock options, respectively. Stock options are included in the diluted EPS 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, 2019, no anti-dilutive stock options were excluded from the diluted EPS calculation. For the six months ended June 30, 2019, 0.2 million anti-dilutive stock options were excluded from the diluted EPS calculation. For the three and six months ended June 30, 2018, 0.1 million anti-dilutive stock options were excluded from the diluted EPS calculation. PVRSUs are also included in the diluted EPS calculation when the performance conditions have been met at the reporting date. However, at June 30, 2019 and 2018 , PVRSUs totaling 315,561 and 324,434 , respectively, were excluded from the computation since the performance conditions had not been met. |
Reportable Segment Information
Reportable Segment Information | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Reportable Segment Information | Reportable Segment Information Hotel Franchising: Hotel Franchising includes the Company's hotel franchising operations consisting of its thirteen brands. The thirteen 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 hotel 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. The Company evaluates its hotel franchising segment 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 & Other column. Corporate & 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 activities and its SaaS technology solutions divisions which provide cloud-based property management software to non-franchised hoteliers and vacation rental management companies. Equity in earnings or losses from hotel franchising related joint ventures is allocated to the Company's hotel franchising segment. The Company does not allocate 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, 2019 Three Months Ended June 30, 2018 (In thousands) Hotel Franchising Corporate & Consolidated Hotel Franchising Corporate & Consolidated Revenues $ 313,629 $ 4,055 $ 317,684 $ 292,186 $ 3,255 $ 295,441 Operating income (loss) $ 119,336 $ (16,799 ) $ 102,537 $ 122,665 $ (13,649 ) $ 109,016 Income (loss) before income taxes $ 118,354 $ (24,200 ) $ 94,154 $ 123,233 $ (23,209 ) $ 100,024 Six Months Ended June 30, 2019 Six Months Ended June 30, 2018 (In thousands) Hotel Franchising Corporate & Consolidated Hotel Franchising Corporate & Consolidated Revenues $ 528,621 $ 7,383 $ 536,004 $ 497,808 $ 7,027 $ 504,835 Operating income (loss) $ 189,793 $ (42,206 ) $ 147,587 $ 182,023 $ (26,758 ) $ 155,265 Income (loss) before income taxes $ 186,641 $ (56,008 ) $ 130,633 $ 176,622 $ (46,137 ) $ 130,485 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
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 The Company entered into various limited payment guaranties with regards to the Company’s VIEs supporting the VIE’s efforts to develop and own hotels franchised under the Company’s brands. Under these limited payment guaranties, the Company has agreed to guarantee a portion of the outstanding debt until certain conditions are met such as (a) the loan matures, (b) certain debt covenants are achieved, (c) the maximum amount guaranteed by the Company is paid in full or (d) the Company, through its affiliates, ceases to be a member of the VIE. The maximum exposure of principal incidental to these limited payment guaranties is $7.5 million , plus unpaid expenses and accrued unpaid interest. The Company believes the likelihood of having to perform under the aforementioned limited payment guaranties was remote as of June 30, 2019 and December 31, 2018 . In the event of performance, the Company has recourse for two of the transactions in the form of a membership interest pledge as collateral for the guaranty. The Company transferred $24.4 million of a $50.1 million outstanding note receivable with a maturity date of November 30, 2019 to a third party. Under the agreement, the counter party had the right to require the Company to purchase the outstanding interest in the note in certain circumstances, including if the Company declares a default against the borrower and enters into foreclosure proceedings. In February 2019, in connection with the Company's restructuring negotiations with the borrower, the Company mutually agreed with the counter party to repurchase the $24.4 million previously transferred prior to the maturity date. The Company retains the full loan balance as recorded in Notes receivable, net of allowances as of June 30, 2019 . Commitments The Company has the following commitments outstanding at June 30, 2019 : • The Company provides financing in the form of franchise agreement acquisition payments to franchisees for property improvements, hotel development efforts and other purposes. At June 30, 2019 , the Company had commitments to extend an additional $257.5 million for these purposes provided certain conditions are met by its franchisees. • The Company committed to make additional capital contributions totaling $11.4 million to existing unconsolidated and consolidated joint ventures related to the construction of various hotels to be operated under the Company's Cambria Hotels brand. • The Company committed to provide financing in the form of mezzanine loans or credit facilities to franchisees for Choice brand development efforts. The Company has committed to provide an aggregate of approximately $34.6 million , upon certain conditions being met. As of June 30, 2019 , $4.0 million have been disbursed. • In March 2018, the Company entered into a construction loan agreement for the rehabilitation and development of a former office building into a hotel through a consolidated joint venture with a commercial lender, which is secured by the building. The construction loan can be drawn up to $34.9 million . The Company has a carve-out guaranty and the unaffiliated joint venture partner has a completion guaranty in relation to the loan, in which both parties are required to meet certain financial covenants relating to liquidity and net worth. The rehabilitation of the building is considered a qualified asset in which requires a significant amount of time to prepare for its intended use. Therefore, any interest costs incurred during the development period of the building is considered an element of the historical cost of the qualifying asset. At June 30, 2019 , the Company has borrowed $29.2 million of the construction loan and recorded $0.7 million of capitalized interest costs. • The Company’s franchise agreements require the payment of franchise fees, which include marketing and reservation system fees. In accordance with terms of our franchise agreements, the Company is obligated to use the marketing and reservation system revenues it collects from the current franchisees comprising its various hotel brands to provide marketing and reservation services appropriate to support the operation of the overall system. To the extent revenues collected exceed expenditures incurred, the Company has a commitment to the franchisee system to make expenditures in future years. Conversely, to the extent expenditures incurred exceed revenues collected, the Company has the contractual enforceable right to assess and collect such amounts. 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, 2019 | |
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, 2019 , fees earned and payroll costs reimbursed under this arrangement totaled $0.6 million and $0.9 million , respectively. For the three and six months ended June 30, 2018 , fees earned and payroll costs reimbursed under this arrangement totaled $0.4 million and $0.8 million , respectively. The Company has entered into franchise agreements with certain of the unconsolidated joint ventures discussed in Note 6. Pursuant to these franchise agreements, for the three months ended June 30, 2019 and 2018 , the Company recorded royalty and marketing reservation system fees of approximately $7.0 million and $6.3 million , respectively. For the six months ended June 30, 2019 and 2018 , the Company recorded royalty and marketing reservation system fees of approximately $11.6 million and $10.9 million , respectively. The Company recorded $2.6 million and $1.1 million as a receivable due from these joint ventures as of June 30, 2019 and December 31, 2018 , respectively. In addition, the Company paid commissions of $0.1 million and $46 thousand for the three months ended June 30, 2019 and 2018 , respectively, and $0.1 million and $0.1 million for the six months ended June 30, 2019 and 2018 , respectively, to an on-line travel agent for which the Company is a joint venture member. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Effective October 15, 1997 , Choice Hotels International, Inc., which at that time included both a franchising business and an owned hotel business, separated the businesses via a spin-off into two companies: Sunburst Hospitality Corporation (“Sunburst”) and the Company. Subsequent to the spin-off, the Company’s largest shareholder retained significant ownership percentages in both Sunburst and the Company. As part of the spin-off, Sunburst and the Company entered into a strategic alliance agreement (as amended, the "Strategic Alliance Agreement"). Among other things, the Strategic Alliance Agreement provided for revised royalty and system fees and the determination of liquidated damages related to the termination of Choice branded Sunburst properties. The liquidated damage provisions extend through the life of the existing Sunburst franchise agreements. On June 5, 2019 , the Strategic Alliance Agreement was terminated and replaced with addenda to each of the five hotels under franchise. The addenda preserve certain terms from the Strategic Alliance Agreement with respect to the five hotels, including the revised royalty and system fee and liquidated damage provisions, which would also apply to new franchise agreements signed for the five hotels (as either a renewal or a change to another Choice brand not contemplated at the time of original agreement execution). No terms were substantially modified with respect to the five operating hotels under franchise. On June 5, 2019 and June 27, 2019, the Company and Sunburst entered into master development agreements which provide Sunburst geographic exclusivity in two specified regions for development of six WoodSpring branded hotels. No new franchise agreements have been signed between the Company and Sunburst during the six months ended June 30, 2019 . As of June 30, 2019 , Sunburst operated five hotels under franchise with the Company. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On July 23, 2019 , the Company purchased the remaining 60% ownership interest of four hotel joint ventures that own and operate Cambria Hotels for approximately $168.7 million , net of cash acquired and closing costs, and sold its 40% ownership interest of one hotel joint venture for approximately $8.9 million , net of closing costs. The transaction was funded with cash and borrowings under the Company's revolving credit facility. Prior to the transaction, the five joint ventures, which each owned one Cambria Hotel, represented balances in investments in unconsolidated entities of $40.0 million at June 30, 2019 . Following the transaction, the Company will consolidate the operations of the four acquired joint ventures that were previously accounted for as equity investments. Based on the Company's preliminary analysis, the purchase of the remaining 60% |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policy) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Accounting | Basis of Presentation The accompanying unaudited consolidated financial statements of Choice Hotels International, Inc. and its subsidiaries (together the "Company") have been prepared by the Company in accordance with United States of America generally accepted accounting principles ("GAAP") 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 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, 2018 and notes thereto included in the Company’s Annual Report on Form 10-K, filed with the SEC on February 26, 2019 . 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 Standards and Recently Issued Accounting Standards | Recently Adopted Accounting Standards In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) and issued subsequent amendments to the initial guidance at various points thereafter (collectively referred to as "Topic 842"). Topic 842 requires a lessee to recognize operating leases on its balance sheet by recording liabilities for its lease obligations and assets for its right-of-use ("ROU") of the underlying assets as of the lease commencement dates. This differs from prior treatment of operating leases in accordance with ASC 840, Leases (Topic 840) ("Topic 840"), as operating leases were not captured on a lessee's consolidated balance sheet. Topic 842 prescribes that entities should recognize expenses on their consolidated statements of income in a manner similar to Topic 840 whereby minimum lease payments are recognized on a straight-line basis over a lease term. The Company elected to apply the package of practical expedients that allows entities to forego reassessing at the transition date: (i) whether expired or existing contracts are or contain leases; (ii) lease classification for any expired or existing leases; and (iii) whether initial direct costs for existing leases qualify for capitalization. Topic 842 allows entities an optional transitional method to apply the transition requirements at the effective date, rather than at the beginning of the earliest comparative period. An entity’s reporting for the comparative periods presented in the year of adoption continues to be in accordance with Topic 840, including the disclosure requirements of Topic 840. The Company adopted Topic 842 on January 1, 2019 using this optional transition method and therefore, the financial results reported in periods prior to January 1, 2019 are unchanged. Adoption of the standard resulted in the recording of operating lease ROU assets of $28.0 million and operating lease liabilities of $38.5 million as of March 31, 2019 . Topic 842 did not have an impact on our consolidated statements of income. Refer to Note 7. Recently Issued Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) and issued subsequent amendments to the initial guidance at various points thereafter ("Topic 326"), 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. Topic 326 requires enhanced disclosures, including qualitative and quantitative requirements, to provide insight to significant estimates and judgments used in estimating credit losses and the amounts recorded in the financial statements. The guidance is effective for annual reporting periods beginning after December 15, 2019 and interim periods within those fiscal years. Topic 326 requires the use of the modified retrospective approach for adoption. The Company is currently assessing the potential impact that Topic 326 will have on its consolidated financial position, results of operations, and disclosures, including the processes to evaluate allowances for trade and notes receivables. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13"). ASU 2018-13 modifies disclosure requirements on fair value measurements. The guidance is effective for annual reporting periods beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the potential impact that ASU 2018-13 will have on the financial statement disclosures. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) : Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract ("ASU 2018-15"). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The guidance is effective for annual reporting periods beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the timing of adoption and the potential impact that ASU 2018-15 will have on the financial statements and disclosures. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Contract with Customer, Liability | Significant changes in the contract liabilities balances during the period December 31, 2018 to June 30, 2019 are as follows: (in thousands) Balance as of December 31, 2018 $ 153,180 Increases to the contract liability balance due to cash received 46,959 Revenue recognized in the period (43,652 ) Balance as of June 30, 2019 $ 156,487 |
Disaggregation of Revenue | Three Months Ended Three Months Ended June 30, 2019 June 30, 2018 Over time Point in time Total Over time Point in time Total Revenues: (in thousands) (in thousands) Royalty fees $ 106,427 $ — $ 106,427 $ 103,219 $ — $ 103,219 Initial franchise and relicensing fees 6,675 — 6,675 6,481 — 6,481 Procurement services 19,648 1,181 20,829 16,919 914 17,833 Marketing and reservation system 130,203 42,262 172,465 130,616 26,731 157,347 Other 10,886 141 11,027 10,024 185 10,209 Total Topic 606 revenues $ 273,839 $ 43,584 317,423 $ 267,259 $ 27,830 295,089 Non-Topic 606 revenues 261 352 $ 317,684 $ 295,441 Six Months Ended Six Months Ended June 30, 2019 June 30, 2018 Over time Point in time Total Over time Point in time Total Revenues: (in thousands) (in thousands) Royalty fees $ 186,780 $ — $ 186,780 $ 179,917 $ — $ 179,917 Initial franchise and relicensing fees 13,482 — 13,482 12,695 — 12,695 Procurement services 31,135 1,641 32,776 26,484 1,287 27,771 Marketing and reservation system 234,281 48,248 282,529 231,744 32,604 264,348 Other 19,755 141 19,896 18,544 857 19,401 Total Topic 606 revenues $ 485,433 $ 50,030 535,463 $ 469,384 $ 34,748 504,132 Non-Topic 606 revenues 541 703 $ 536,004 $ 504,835 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Assets, Current [Abstract] | |
Schedule Of Other Current Assets | Other current assets consist of the following: June 30, 2019 December 31, 2018 (in thousands) Prepaid expenses $ 20,734 $ 18,412 Other current assets 2,583 6,831 Land held for sale — 7,000 Total $ 23,317 $ 32,243 |
Notes Receivable and Allowanc_2
Notes Receivable and Allowance for Losses (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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, 2019 December 31, 2018 Credit Quality Indicator (in thousands) Senior $ 93,617 $ 94,349 Subordinated 29,458 28,100 Unsecured 2,529 2,435 Total notes receivable 125,604 124,884 Allowance for losses on receivables specifically evaluated for impairment 4,426 4,426 Allowance for losses on non-impaired loans 259 259 Total loan reserves 4,685 4,685 Net carrying value $ 120,919 $ 120,199 Current portion, net $ 34,014 $ 36,759 Long-term portion, net 86,905 83,440 Total $ 120,919 $ 120,199 |
Mezzanine & Other Notes Receivable | |
Notes Receivable and Allowance for Losses [Line Items] | |
Past Due Balances Of Notes Receivable | Past due balances of 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 As of June 30, 2019 (in thousands) Senior $ — $ — $ — $ 93,617 $ 93,617 Subordinated — — — 29,458 29,458 Unsecured — — — 2,529 2,529 $ — $ — $ — $ 125,604 $ 125,604 As of December 31, 2018 Senior $ — $ — $ — $ 94,349 $ 94,349 Subordinated — — — 28,100 28,100 Unsecured — — — 2,435 2,435 $ — $ — $ — $ 124,884 $ 124,884 |
Loss on Sale of Business and _2
Loss on Sale of Business and Impairment of Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table details the changes in the carrying amount of goodwill: June 30, 2019 December 31, 2018 (in thousands) Goodwill $ 173,071 $ 173,477 Accumulated impairment losses (7,578 ) (4,481 ) Disposition (6,296 ) — Net carrying amount $ 159,197 $ 168,996 The following is a summary of changes by segment in the carrying amount of goodwill: December 31, 2018 Acquisitions Foreign Exchange Impairment Disposition June 30, 2019 Hotel Franchising $ 159,197 $ — $ — $ — $ — $ 159,197 Corporate & Other 9,799 — (406 ) (3,097 ) (6,296 ) — Total $ 168,996 $ — $ (406 ) $ (3,097 ) $ (6,296 ) $ 159,197 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Lease, Cost | The Company's lease costs were as follows: Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 (in thousands) Operating lease cost $ 2,471 $ 5,041 Sublease income (12 ) (84 ) Total lease cost $ 2,459 $ 4,957 Other information related to the Company's lease arrangements is as follows: Six Months Ended June 30, 2019 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,476 ROU assets obtained in exchange for lease liabilities in non-cash transactions: Operating lease assets obtained in exchange for operating lease liabilities $ 874 Weighted-average remaining lease term 3.56 Weighted-average discount rate (1) 3.74 % (1) Discount rates used for existing operating leases upon adoption of Topic 842 were established based on remaining lease term as of January 1, 2019. |
Lessee, Operating Leases, Balance Sheet | Leases recorded on the consolidated balance sheet consist of the following: June 30, 2019 (in thousands) Assets: Operating lease right-of-use assets $ 25,574 Liabilities: Current operating lease liabilities 10,334 Long-term operating lease liabilities 23,594 Total lease liabilities $ 33,928 |
Lessee, Operating Lease, Liability, Maturity | Maturities of lease liabilities are as follows: As of June 30, 2019 (in thousands) 2019 (remaining 6 months) $ 5,843 2020 10,109 2021 8,651 2022 8,543 2023 3,100 Thereafter 2 Total minimum lease payments $ 36,248 Less imputed interest 2,320 Present value of minimum lease payments $ 33,928 |
Schedule of Future Minimum Rental Payments for Operating Leases | The following table discloses future minimum lease payments in accordance with Topic 840: As of December 31, 2018 (in thousands) 2019 (net of minimum sublease rentals of $124) $ 12,509 2020 10,638 2021 9,258 2022 8,866 2023 3,514 Thereafter — Total $ 44,785 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule Of Components Of Debt | Debt consists of the following: June 30, 2019 December 31, 2018 (in thousands) $400 million senior unsecured notes with an effective interest rate of 6.0% less deferred issuance costs of $2.7 million and $3.2 million at June 30, 2019 and December 31, 2018, respectively $ 397,255 $ 396,844 $250 million senior unsecured notes with an effective interest rate of 6.19% less a discount and deferred issuance costs of $0.4 million and $0.5 million at June 30, 2019 and December 31, 2018, respectively 249,642 249,489 $600 million senior unsecured credit facility with an effective interest rate of 3.47%, less deferred issuance costs of $2.7 million and $3.0 million at June 30, 2019 and December 31, 2018, respectively 97,311 87,582 Construction loan with an effective interest rate of 6.8%, less deferred issuance costs of $0.7 million and $0.9 million at June 30, 2019 and December 31, 2018, respectively 28,482 7,652 Fixed rate collateralized mortgage with an effective interest rate of 4.57%, plus a fair value adjustment of $0.3 million and $0.4 million at June 30, 2019 and December 31, 2018, respectively 7,858 8,197 Economic development loans with an effective interest rate of 3.0% at June 30, 2019 and December 31, 2018, respectively 4,240 4,240 Other notes payable — 607 Total debt $ 784,788 $ 754,611 Less current portion 508 1,097 Total long-term debt $ 784,280 $ 753,514 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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, 2019 and 2018 : Loss on Cash Flow Hedge Foreign Currency Items Total (in thousands) Beginning balance, December 31, 2018 $ (1,436 ) $ (4,010 ) $ (5,446 ) Other comprehensive loss before reclassification — (659 ) (659 ) Amounts reclassified from accumulated other comprehensive loss 431 — 431 Net current period other comprehensive income (loss) 431 (659 ) (228 ) Ending balance, June 30, 2019 $ (1,005 ) $ (4,669 ) $ (5,674 ) Loss on Cash Flow Hedge Foreign Currency Items Total (in thousands) Beginning balance, December 31, 2017 $ (2,298 ) $ (2,401 ) $ (4,699 ) Other comprehensive loss before reclassification — (1,014 ) (1,014 ) Amounts reclassified from accumulated other comprehensive loss 431 — 431 Net current period other comprehensive income (loss) 431 (1,014 ) (583 ) Ending balance, June 30, 2018 $ (1,867 ) $ (3,415 ) $ (5,282 ) |
Reclassifications From Accumulated Other Comprehensive Income (Loss) | The amounts below were reclassified from accumulated other comprehensive loss to the following line items in the Company's Consolidated Statements of Income during the three and six months ended June 30, 2019 . There is no income tax expense or benefit attributable to the components below. Component Amount Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Consolidated Statements of Income Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Loss on cash flow hedge: (in thousands) Interest rate contract $ 216 $ 431 Interest expense |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule Of Fair Value Of Assets | As of June 30, 2019 and December 31, 2018 , 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, 2019 Mutual funds (1) $ 22,899 $ 22,899 $ — $ — Money market funds (1) 2,066 — 2,066 — $ 24,965 $ 22,899 $ 2,066 $ — As of December 31, 2018 Mutual funds (1) $ 19,378 $ 19,378 $ — $ — Money market funds (1) 1,923 — 1,923 — $ 21,301 $ 19,378 $ 1,923 $ — (1) Included in Investments, employee benefit plans at fair value and Other current assets on the consolidated balance sheets. |
Share-Based Compensation and _2
Share-Based Compensation and Capital Stock (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
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, 2019 and 2018 : Three Months Ended June 30, Six Months Ended June 30, (In millions) 2019 2018 2019 2018 Stock options $ 0.5 $ 0.6 $ 1.1 $ 1.3 Restricted stock 2.1 1.6 4.1 3.3 Performance vested restricted stock units 1.4 1.5 2.5 2.6 Total $ 4.0 $ 3.7 $ 7.7 $ 7.2 Income tax benefits $ 1.0 $ 0.9 $ 1.9 $ 1.7 |
Summary Of Change In Stock-Based Award Activity | A summary of stock-based award activity as of June 30, 2019 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, 2019 1,186,180 $ 54.13 303,765 $ 65.06 336,820 $ 63.28 Granted 141,827 81.15 152,721 81.13 83,934 81.15 Performance-Based Leveraging (1) — — — — 1,583 51.49 Exercised/Vested (350,618 ) 46.41 (98,609 ) 61.95 (73,242 ) 50.69 Expired — — — — — — Forfeited (3,493 ) 51.49 (16,180 ) 71.31 (11,272 ) 73.69 Outstanding at June 30, 2019 973,896 $ 60.86 3.9 years 341,697 $ 72.84 337,823 $ 70.05 Options exercisable at June 30, 2019 607,256 $ 54.84 3.0 years (1) PVRSU units outstanding have been increased by 1,583 units due to the Company exceeding the targeted performance conditions contained in PVRSUs granted in prior periods. |
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: 2019 Grants Risk-free interest rate 2.46 % Expected volatility 21.49 % Expected life of stock option 4.4 years Dividend yield 1.06 % Requisite service period 4 years Contractual life 7 years Weighted average fair value of options granted (per option) $ 15.84 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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) 2019 2018 2019 2018 Computation of Basic Earnings Per Share: Numerator: Net income $ 74,389 $ 79,839 $ 104,470 $ 104,925 Income allocated to participating securities (468 ) (462 ) (640 ) (627 ) Net income available to common shareholders $ 73,921 $ 79,377 $ 103,830 $ 104,298 Denominator: Weighted average common shares outstanding – basic 55,323 56,364 55,335 56,414 Basic earnings per share $ 1.34 $ 1.41 $ 1.88 $ 1.85 Computation of Diluted Earnings Per Share: Numerator: Net income $ 74,389 $ 79,839 $ 104,470 $ 104,925 Income allocated to participating securities (466 ) (459 ) (638 ) (623 ) Net income available to common shareholders $ 73,923 $ 79,380 $ 103,832 $ 104,302 Denominator: Weighted average common shares outstanding – basic 55,323 56,364 55,335 56,414 Diluted effect of stock options and PVRSUs 237 468 273 557 Weighted average common shares outstanding – diluted 55,560 56,832 55,608 56,971 Diluted earnings per share $ 1.33 $ 1.40 $ 1.87 $ 1.83 |
Reportable Segment Information
Reportable Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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, 2019 Three Months Ended June 30, 2018 (In thousands) Hotel Franchising Corporate & Consolidated Hotel Franchising Corporate & Consolidated Revenues $ 313,629 $ 4,055 $ 317,684 $ 292,186 $ 3,255 $ 295,441 Operating income (loss) $ 119,336 $ (16,799 ) $ 102,537 $ 122,665 $ (13,649 ) $ 109,016 Income (loss) before income taxes $ 118,354 $ (24,200 ) $ 94,154 $ 123,233 $ (23,209 ) $ 100,024 Six Months Ended June 30, 2019 Six Months Ended June 30, 2018 (In thousands) Hotel Franchising Corporate & Consolidated Hotel Franchising Corporate & Consolidated Revenues $ 528,621 $ 7,383 $ 536,004 $ 497,808 $ 7,027 $ 504,835 Operating income (loss) $ 189,793 $ (42,206 ) $ 147,587 $ 182,023 $ (26,758 ) $ 155,265 Income (loss) before income taxes $ 186,641 $ (56,008 ) $ 130,633 $ 176,622 $ (46,137 ) $ 130,485 |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | $ 25,574 | $ 0 | |
Operating lease liabilities | $ 33,928 | ||
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | $ 28,000 | ||
Operating lease liabilities | $ 38,500 |
Revenue - Textual (Details)
Revenue - Textual (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Redemption of loyalty points period | 36 months | |||
Revenue, remaining performance obligation | $ 156,500 | $ 156,500 | ||
Revenues | 317,423 | $ 295,089 | 535,463 | $ 504,132 |
Corporate & Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 4,100 | $ 3,300 | $ 7,400 | $ 7,000 |
Minimum | ||||
Disaggregation of Revenue [Line Items] | ||||
Deferred revenue, recognition period | 5 years | |||
Maximum | ||||
Disaggregation of Revenue [Line Items] | ||||
Deferred revenue, recognition period | 10 years |
Revenue - Contract Liability (D
Revenue - Contract Liability (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Changes in Contract Liability [Roll Forward] | |
Contract with customer, liability, beginning | $ 153,180 |
Increases to the contract liability balance due to cash received | 46,959 |
Revenue recognized in the period | (43,652) |
Contract with customer, liability, ending | $ 156,487 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | $ 317,423 | $ 295,089 | $ 535,463 | $ 504,132 |
Non-Topic 606 revenues | 261 | 352 | 541 | 703 |
Total revenues | 317,684 | 295,441 | 536,004 | 504,835 |
Over time | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 273,839 | 267,259 | 485,433 | 469,384 |
Point in time | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 43,584 | 27,830 | 50,030 | 34,748 |
Royalty fees | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 106,427 | 103,219 | 186,780 | 179,917 |
Royalty fees | Over time | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 106,427 | 103,219 | 186,780 | 179,917 |
Royalty fees | Point in time | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Initial franchise and relicensing fees | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 6,675 | 6,481 | 13,482 | 12,695 |
Initial franchise and relicensing fees | Over time | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 6,675 | 6,481 | 13,482 | 12,695 |
Initial franchise and relicensing fees | Point in time | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Procurement services | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 20,829 | 17,833 | 32,776 | 27,771 |
Procurement services | Over time | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 19,648 | 16,919 | 31,135 | 26,484 |
Procurement services | Point in time | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 1,181 | 914 | 1,641 | 1,287 |
Marketing and reservation system | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 172,465 | 157,347 | 282,529 | 264,348 |
Marketing and reservation system | Over time | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 130,203 | 130,616 | 234,281 | 231,744 |
Marketing and reservation system | Point in time | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 42,262 | 26,731 | 48,248 | 32,604 |
Other | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 11,027 | 10,209 | 19,896 | 19,401 |
Other | Over time | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 10,886 | 10,024 | 19,755 | 18,544 |
Other | Point in time | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | $ 141 | $ 185 | $ 141 | $ 857 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019USD ($)parcelofland | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)parcelofland | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Property, Plant and Equipment [Line Items] | |||||
Prepaid expenses | $ 20,734 | $ 20,734 | $ 18,412 | ||
Other current assets | 2,583 | 2,583 | 6,831 | ||
Land held for sale | 0 | 0 | 7,000 | ||
Total | $ 23,317 | $ 23,317 | 32,243 | ||
Parcels of land, sold | parcelofland | 1,000,000 | 1,000,000 | |||
Property, plant and equipment, book value | $ 149,084 | $ 149,084 | $ 127,535 | ||
Gain on sale of assets, net | 0 | $ 82 | 100 | $ 82 | |
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, book value | $ 7,000 | 7,000 | |||
Gain on sale of assets, net | $ 100 |
Notes Receivable and Allowanc_3
Notes Receivable and Allowance for Losses - Schedule Of Notes Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Notes Receivable and Allowance for Losses [Line Items] | ||
Notes receivable | $ 125,604 | $ 124,884 |
Allowance for losses on receivables specifically evaluated for impairment | 4,426 | 4,426 |
Allowance for losses on non-impaired loans | 259 | 259 |
Total loan reserves | 4,685 | 4,685 |
Net carrying value | 120,919 | 120,199 |
Current portion, net | 34,014 | 36,759 |
Long-term portion, net | 86,905 | 83,440 |
Senior | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Notes receivable | 93,617 | 94,349 |
Subordinated | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Notes receivable | 29,458 | 28,100 |
Unsecured | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Notes receivable | $ 2,529 | $ 2,435 |
Notes Receivable and Allowanc_4
Notes Receivable and Allowance for Losses - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Notes Receivable and Allowance for Losses [Line Items] | |||
Loan reserves | $ 4,685 | $ 4,685 | |
Mezzanine & Other Notes Receivable | |||
Notes Receivable and Allowance for Losses [Line Items] | |||
Impaired financing receivable, unpaid principal balance | 51,800 | 51,800 | |
Mezzanine & Other Notes Receivable | Impaired Loans | |||
Notes Receivable and Allowance for Losses [Line Items] | |||
Impaired receivables, recorded investment | 52,100 | 52,100 | |
Impaired receivables, related allowance | 4,400 | 4,400 | |
Average notes receivable, nonaccrual status | 1,700 | $ 1,800 | |
Interest income, impaired loans | 1,500 | $ 43 | |
Mezzanine & Other Notes Receivable | Non-impaired Loans | |||
Notes Receivable and Allowance for Losses [Line Items] | |||
Loan reserves | 300 | 300 | |
Variable Interest Entity, Not Primary Beneficiary | Mezzanine & Other Notes Receivable | |||
Notes Receivable and Allowance for Losses [Line Items] | |||
Loans and financing receivable | 115,000 | 114,300 | |
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 | 13,800 | 12,900 | |
Receivable with Imputed Interest, discount | $ 1,300 | $ 1,500 |
Notes Receivable and Allowanc_5
Notes Receivable and Allowance for Losses - Past Due Balances Of Mezzanine And Other Notes Receivable (Details) - Mezzanine & Other Notes Receivable - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | $ 0 | $ 0 |
Current | 125,604 | 124,884 |
Total Notes Receivable | 125,604 | 124,884 |
Senior | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 0 | 0 |
Current | 93,617 | 94,349 |
Total Notes Receivable | 93,617 | 94,349 |
Subordinated | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 0 | 0 |
Current | 29,458 | 28,100 |
Total Notes Receivable | 29,458 | 28,100 |
Unsecured | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 0 | 0 |
Current | 2,529 | 2,435 |
Total Notes Receivable | 2,529 | 2,435 |
Financing Receivables, 30 to 89 Days Past Due | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 0 | 0 |
Financing Receivables, 30 to 89 Days Past Due | Senior | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 0 | 0 |
Financing Receivables, 30 to 89 Days Past Due | Subordinated | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 0 | 0 |
Financing Receivables, 30 to 89 Days Past Due | Unsecured | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 0 | 0 |
Financing Receivables, Equal to Greater than 90 Days Past Due | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 0 | 0 |
Financing Receivables, Equal to Greater than 90 Days Past Due | Senior | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 0 | 0 |
Financing Receivables, Equal to Greater than 90 Days Past Due | Subordinated | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 0 | 0 |
Financing Receivables, Equal to Greater than 90 Days Past Due | Unsecured | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | $ 0 | $ 0 |
Loss on Sale of Business and _3
Loss on Sale of Business and Impairment of Assets (Details) - USD ($) $ in Thousands | Jun. 03, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Goodwill [Line Items] | |||||||
Impairment of goodwill | $ 0 | $ 0 | $ 3,097 | $ 0 | |||
Loss on sale of business | (4,641) | 0 | (4,641) | 0 | |||
Long-lived asset | 1,214,277 | 1,214,277 | $ 1,138,370 | ||||
Impairment of long-lived assets | 0 | $ 0 | 7,304 | $ 0 | |||
Goodwill | 159,197 | 159,197 | $ 168,996 | ||||
SaaS for Vacation Rentals | |||||||
Goodwill [Line Items] | |||||||
Impairment of long lived assets | $ 7,300 | ||||||
Impairment of goodwill | 3,100 | 3,100 | |||||
Loss on sale of business | $ (4,600) | (4,600) | |||||
Impairment of long-lived assets | 7,300 | ||||||
Goodwill | $ 6,400 | ||||||
Intangible Assets | SaaS for Vacation Rentals | |||||||
Goodwill [Line Items] | |||||||
Long-lived asset | 4,300 | 4,300 | |||||
Operating Lease Right-of-use Asset | SaaS for Vacation Rentals | |||||||
Goodwill [Line Items] | |||||||
Long-lived asset | 1,700 | 1,700 | |||||
Property, Plant and Equipment | SaaS for Vacation Rentals | |||||||
Goodwill [Line Items] | |||||||
Long-lived asset | $ 1,300 | $ 1,300 |
Loss on Sale of Business and _4
Loss on Sale of Business and Impairment of Assets - Goodwill (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 173,071 | $ 173,477 |
Accumulated impairment losses | (7,578) | (4,481) |
Disposition | (6,296) | 0 |
Net carrying amount | $ 159,197 | $ 168,996 |
Loss on Sale of Business and _5
Loss on Sale of Business and Impairment of Assets - Changes in Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | |||||
Goodwill. Beginning Balance | $ 168,996 | ||||
Acquisitions | 0 | ||||
Foreign Exchange | (406) | ||||
Impairment | $ 0 | $ 0 | (3,097) | $ 0 | |
Disposition | (6,296) | (6,296) | $ 0 | ||
Goodwill, Ending Balance | 159,197 | 159,197 | |||
Hotel Franchising | |||||
Goodwill [Roll Forward] | |||||
Goodwill. Beginning Balance | 159,197 | ||||
Acquisitions | 0 | ||||
Foreign Exchange | 0 | ||||
Impairment | 0 | ||||
Disposition | 0 | 0 | |||
Goodwill, Ending Balance | 159,197 | 159,197 | |||
Corporate & Other | |||||
Goodwill [Roll Forward] | |||||
Goodwill. Beginning Balance | 9,799 | ||||
Acquisitions | 0 | ||||
Foreign Exchange | (406) | ||||
Impairment | (3,097) | ||||
Disposition | (6,296) | (6,296) | |||
Goodwill, Ending Balance | $ 0 | $ 0 |
Investments in Unconsolidated_2
Investments in Unconsolidated Entities (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Investments in joint ventures included in unconsolidated entities | $ 103.7 | $ 103.7 | $ 103 | ||
Loss attributable to variable interest entities | $ 1.6 | $ 0.1 | $ 4 | $ 6.5 |
Leases (Details)
Leases (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
May 31, 2016USD ($) | Dec. 31, 2013USD ($)ft² | Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | ||||
Lessee, operating lease, renewal term | 15 years | 15 years | ||
Lessee, operating lease, termination period | 1 year | |||
Sale and leaseback transaction, gain, net | $ (2,000,000) | |||
Lessor, operating lease, remaining lease term | 2 years | |||
Lease income comprised of fixed lease payments | $ 300,000 | $ 500,000 | ||
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Lessee, operating lease, remaining lease term | 1 month | |||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Lessee, operating lease, remaining lease term | 5 years | |||
Leased Office Space | Lease Agreements | Family Member(s) of Largest Shareholder | ||||
Lessee, Lease, Description [Line Items] | ||||
Payments received from related party | 0 | $ 12,000 | ||
Leased square footage | ft² | 2,200 | |||
Sublease notice period | 90 days | |||
Annual lease payments, related party | $ 100,000 | $ 100,000 | $ 12,000 | $ 49,000 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | |||
Operating lease cost | $ 2,471 | $ 5,041 | |
Sublease income | (12) | (84) | $ (124) |
Total lease cost | $ 2,459 | $ 4,957 |
Leases - Balance Sheet (Details
Leases - Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 25,574 | $ 0 |
Current operating lease liabilities | 10,334 | |
Long-term operating lease liabilities | 23,594 | $ 0 |
Total lease liabilities | $ 33,928 |
Leases - Other Information (Det
Leases - Other Information (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Leases [Abstract] | |
Operating cash flows from operating leases | $ 6,476 |
Operating lease assets obtained in exchange for operating lease liabilities | $ 874 |
Weighted-average remaining lease term | 3 years 6 months 21 days |
Weighted-average discount rate - operating leases | 3.74% |
Leases - Lessee Topic 842 Matur
Leases - Lessee Topic 842 Maturity (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
2019 (remaining 6 months) | $ 5,843 |
2020 | 10,109 |
2021 | 8,651 |
2022 | 8,543 |
2023 | 3,100 |
Thereafter | 2 |
Total minimum lease payments | 36,248 |
Less imputed interest | 2,320 |
Present value of minimum lease payments | $ 33,928 |
Leases - Lessee Topic 840 Matur
Leases - Lessee Topic 840 Maturity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | |||
2019 | $ 12,509 | ||
2020 | 10,638 | ||
2021 | 9,258 | ||
2022 | 8,866 | ||
2023 | 3,514 | ||
Thereafter | 0 | ||
Total | 44,785 | ||
Sublease Income | $ 12 | $ 84 | $ 124 |
Debt - Schedule Of Components O
Debt - Schedule Of Components Of Debt (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Debt [Line Items] | |||
Less current portion | $ 784,788,000 | $ 754,611,000 | |
Less current portion | 508,000 | 1,097,000 | |
Total long-term debt | 784,280,000 | 753,514,000 | |
Senior | $400 Million Senior Notes | |||
Debt [Line Items] | |||
Less current portion | 397,255,000 | 396,844,000 | |
Debt instrument face amount | $ 400,000,000 | $ 400,000,000 | |
Debt instrument effective interest rate (percentage) | 6.00% | 6.00% | |
Deferred issuance costs | $ 2,700,000 | $ 3,200,000 | |
Senior | $250 Million Senior Notes | |||
Debt [Line Items] | |||
Less current portion | 249,642,000 | 249,489,000 | |
Debt instrument face amount | $ 250,000,000 | $ 250,000,000 | |
Debt instrument effective interest rate (percentage) | 6.19% | 6.19% | |
Discount and deferred issuance costs | $ 400,000 | $ 500,000 | |
Senior | $600 Million Unsecured Revolving Credit Facility | |||
Debt [Line Items] | |||
Less current portion | 97,311,000 | 87,582,000 | |
Debt instrument face amount | $ 600,000,000 | $ 600,000,000 | |
Debt instrument effective interest rate (percentage) | 3.47% | 3.47% | |
Deferred issuance costs | $ 2,700,000 | $ 3,000,000 | |
Construction Loans | |||
Debt [Line Items] | |||
Less current portion | $ 28,482,000 | $ 7,652,000 | |
Debt instrument effective interest rate (percentage) | 6.80% | 6.80% | |
Deferred issuance costs | $ 700,000 | $ 900,000 | |
Collateralized Mortgage | |||
Debt [Line Items] | |||
Less current portion | $ 7,858,000 | $ 8,197,000 | |
Debt instrument effective interest rate (percentage) | 4.57% | 4.57% | |
Fair value adjustment | $ 300,000 | $ 400,000 | |
Economic Development Loans | |||
Debt [Line Items] | |||
Less current portion | $ 4,240,000 | $ 4,240,000 | |
Debt instrument effective interest rate (percentage) | 3.00% | 3.00% | |
Other Notes Payable | |||
Debt [Line Items] | |||
Less current portion | $ 0 | $ 607,000 |
Debt Narrative (Details)
Debt Narrative (Details) | Jul. 02, 2019 |
Subsequent Event | Senior | |
Debt [Line Items] | |
Option to extend, term | 1 year |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Changes in Accumulated Other Comprehensive Loss, Net of Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||
Beginning balance | $ (185,477) | $ (183,772) | $ (259,917) | $ (258,601) | $ (183,772) | $ (258,601) |
Other comprehensive loss before reclassification | (659) | (1,014) | ||||
Amounts reclassified from accumulated other comprehensive loss | 431 | 431 | ||||
Net current period other comprehensive income (loss) | (236) | 8 | (1,653) | 1,070 | (228) | (583) |
Ending balance | (122,660) | (185,477) | (203,952) | (259,917) | (122,660) | (203,952) |
Loss on Cash Flow Hedge | ||||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||
Beginning balance | (1,436) | (2,298) | (1,436) | (2,298) | ||
Other comprehensive loss before reclassification | 0 | 0 | ||||
Amounts reclassified from accumulated other comprehensive loss | 431 | 431 | ||||
Net current period other comprehensive income (loss) | 431 | 431 | ||||
Ending balance | (1,005) | (1,867) | (1,005) | (1,867) | ||
Foreign Currency Items | ||||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||
Beginning balance | (4,010) | (2,401) | (4,010) | (2,401) | ||
Other comprehensive loss before reclassification | (659) | (1,014) | ||||
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 | ||||
Net current period other comprehensive income (loss) | (659) | (1,014) | ||||
Ending balance | (4,669) | (3,415) | (4,669) | (3,415) | ||
Accumulated Other Comprehensive Income (Loss) | ||||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||
Beginning balance | (5,438) | (5,446) | (3,629) | (4,699) | (5,446) | (4,699) |
Net current period other comprehensive income (loss) | (236) | 8 | (1,653) | 1,070 | ||
Ending balance | $ (5,674) | $ (5,438) | $ (5,282) | $ (3,629) | $ (5,674) | $ (5,282) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Amounts Reclassified from Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
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 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
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 |
Senior | $250 Million Senior Notes | Level 2 | ||
Fair Value Measurements [Line Items] | ||
Debt instrument fair value | 258,100,000 | 257,000,000 |
Senior | $400 Million Senior Notes | ||
Fair Value Measurements [Line Items] | ||
Debt instrument face amount | 400,000,000 | 400,000,000 |
Senior | $400 Million Senior Notes | Level 2 | ||
Fair Value Measurements [Line Items] | ||
Debt instrument fair value | $ 430,800,000 | $ 415,700,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule Of Fair Value Of Assets (Details) - Fair value, measurements, recurring - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Fair Value Measurements [Line Items] | ||
Assets measured at fair value | $ 24,965 | $ 21,301 |
Mutual Funds | Investments, employee benefit plans, at fair value | ||
Fair Value Measurements [Line Items] | ||
Mutual funds and money market funds, fair value | 22,899 | 19,378 |
Money market funds | Investments, employee benefit plans, at fair value | ||
Fair Value Measurements [Line Items] | ||
Mutual funds and money market funds, fair value | 2,066 | 1,923 |
Level 1 | ||
Fair Value Measurements [Line Items] | ||
Assets measured at fair value | 22,899 | 19,378 |
Level 1 | Mutual Funds | Investments, employee benefit plans, at fair value | ||
Fair Value Measurements [Line Items] | ||
Mutual funds and money market funds, fair value | 22,899 | 19,378 |
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 2 | ||
Fair Value Measurements [Line Items] | ||
Assets measured at fair value | 2,066 | 1,923 |
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 2 | Money market funds | Investments, employee benefit plans, at fair value | ||
Fair Value Measurements [Line Items] | ||
Mutual funds and money market funds, fair value | 2,066 | 1,923 |
Level 3 | ||
Fair Value Measurements [Line Items] | ||
Assets measured at 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 |
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 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate (percent) | 21.00% | 20.20% | 20.00% | 19.60% |
Share-based compensation, excess tax benefit, amount | $ 1 | $ 1.9 | $ 3 | $ 3.5 |
Share-Based Compensation and _3
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, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-Based Compensation and Capital Stock [Line Items] | ||||
Share-based compensation expense | $ 4 | $ 3.7 | $ 7.7 | $ 7.2 |
Income tax benefits | 1 | 0.9 | 1.9 | 1.7 |
Stock options | ||||
Share-Based Compensation and Capital Stock [Line Items] | ||||
Share-based compensation expense | 0.5 | 0.6 | 1.1 | 1.3 |
Restricted stock | ||||
Share-Based Compensation and Capital Stock [Line Items] | ||||
Share-based compensation expense | 2.1 | 1.6 | 4.1 | 3.3 |
Performance Vested Restricted Stock Units | ||||
Share-Based Compensation and Capital Stock [Line Items] | ||||
Share-based compensation expense | $ 1.4 | $ 1.5 | $ 2.5 | $ 2.6 |
Share-Based Compensation and _4
Share-Based Compensation and Capital Stock - Summary of Change in Stock-Based Award Activity (Details) | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding, beginning balance (in shares) | shares | 1,186,180 |
Granted (in shares) | shares | 141,827 |
Exercised/Vested (in shares) | shares | (350,618) |
Expired (in shares) | shares | 0 |
Forfeited (in shares) | shares | (3,493) |
Outstanding, ending balance (in shares) | shares | 973,896 |
Options exercisable, ending balance (in shares) | shares | 607,256 |
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) | $ / shares | $ 54.13 |
Granted - Weighted average exercise price (in dollars per share) | $ / shares | 81.15 |
Exercised/Vested - Weighted average exercise price (in dollars per share) | $ / shares | 46.41 |
Expired - Weighted average exercise price (in dollars per share) | $ / shares | 0 |
Forfeited - Weighted average exercise price (in dollars per share) | $ / shares | 51.49 |
Ending balance - weighted average exercise price (in dollars per share) | $ / shares | 60.86 |
Options Exercisable, ending balance - Weighted average exercise price (in dollars per share) | $ / shares | $ 54.84 |
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 | 3 years 10 months 24 days |
Weighted Average Remaining Contractual Term - Options Exercisable, ending balance | 3 years |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Performance-Based Leveraging - Weighted average grant date fair value (in dollars per share) | $ / shares | $ 51.49 |
Restricted stock | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward] | |
Outstanding, beginning balance (in shares) | shares | 303,765 |
Granted (in shares) | shares | 152,721 |
Exercised/Vested (in shares) | shares | (98,609) |
Forfeited (in shares) | shares | (16,180) |
Outstanding, ending balance (in shares) | shares | 341,697 |
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) | $ / shares | $ 65.06 |
Granted - Weighted average grant date fair value (in dollars per share) | $ / shares | 81.13 |
Exercised/Vested - Weighted average grant date fair value (in dollars per share) | $ / shares | 61.95 |
Forfeited - Weighted average grant date fair value (in dollars per share) | $ / shares | 71.31 |
Ending balance - weighted average grant date fair value (in dollars per share) | $ / shares | $ 72.84 |
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) | shares | 336,820 |
Granted (in shares) | shares | 83,934 |
Performance-Based Leveraging (in shares) | shares | 1,583 |
Exercised/Vested (in shares) | shares | (73,242) |
Forfeited (in shares) | shares | (11,272) |
Outstanding, ending balance (in shares) | shares | 337,823 |
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) | $ / shares | $ 63.28 |
Granted - Weighted average grant date fair value (in dollars per share) | $ / shares | 81.15 |
Exercised/Vested - Weighted average grant date fair value (in dollars per share) | $ / shares | 50.69 |
Forfeited - Weighted average grant date fair value (in dollars per share) | $ / shares | 73.69 |
Ending balance - weighted average grant date fair value (in dollars per share) | $ / shares | $ 70.05 |
Share-Based Compensation and _5
Share-Based Compensation and Capital Stock - Weighted Average Assumptions Of Black-Scholes Option-Pricing Model (Details) - Stock options | 6 Months Ended |
Jun. 30, 2019$ / shares | |
Share-Based Compensation and Capital Stock [Line Items] | |
Risk-free interest rate (percent) | 2.46% |
Expected volatility (percent) | 21.49% |
Expected life of stock option | 4 years 4 months 24 days |
Dividend yield (percent) | 1.06% |
Requisite service period | 4 years |
Contractual life | 7 years |
Weighted average fair value of options granted (in dollars per share) | $ 15.84 |
Share-Based Compensation and _6
Share-Based Compensation and Capital Stock - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Share-Based Compensation and Capital Stock [Line Items] | ||
Shares repurchased (in shares) | 122,237 | 476,833 |
Shares redeemed for tax withholding for share based compensation (in shares) | 6,938 | 66,369 |
Payments related to tax withholding for share-based compensation | $ 9.9 | $ 37.2 |
Cost of shares repurchased | $ 0.6 | $ 5.3 |
Performance Vested Restricted Stock Units | Minimum | ||
Share-Based Compensation and Capital Stock [Line Items] | ||
Vesting service period of shares granted | 36 months | |
Performance period, percent | 0.00% | |
Performance Vested Restricted Stock Units | Maximum | ||
Share-Based Compensation and Capital Stock [Line Items] | ||
Vesting service period of shares granted | 48 months | |
Performance period, percent | 200.00% | |
Restricted stock | Minimum | ||
Share-Based Compensation and Capital Stock [Line Items] | ||
Performance period, duration | 12 months | |
Restricted stock | Maximum | ||
Share-Based Compensation and Capital Stock [Line Items] | ||
Performance period, duration | 48 months |
Earnings Per Share - Computatio
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, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Numerator: | ||||||
Net income | $ 74,389 | $ 30,081 | $ 79,839 | $ 25,086 | $ 104,470 | $ 104,925 |
Income allocated to participating securities | (468) | (462) | (640) | (627) | ||
Net income available to common shareholders | $ 73,921 | $ 79,377 | $ 103,830 | $ 104,298 | ||
Denominator: | ||||||
Weighted average common shares outstanding – basic (in shares) | 55,323 | 56,364 | 55,335 | 56,414 | ||
Basic earnings per share (in dollars per share) | $ 1.34 | $ 1.41 | $ 1.88 | $ 1.85 | ||
Numerator: | ||||||
Income allocated to participating securities | $ (466) | $ (459) | $ (638) | $ (623) | ||
Net income available to common shareholders | $ 73,923 | $ 79,380 | $ 103,832 | $ 104,302 | ||
Denominator: | ||||||
Weighted average common shares outstanding – basic (in shares) | 55,323 | 56,364 | 55,335 | 56,414 | ||
Diluted effect of stock options and PVRSUs (in shares) | 237 | 468 | 273 | 557 | ||
Weighted average common shares outstanding – diluted (in shares) | 55,560 | 56,832 | 55,608 | 56,971 | ||
Diluted earnings per share (in dollars per share) | $ 1.33 | $ 1.40 | $ 1.87 | $ 1.83 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Outstanding stock options (in shares) | 973,896 | 1,300,000 | 973,896 | 1,300,000 | 1,186,180 |
Stock options | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from EPS computation (in shares) | 0 | 100,000 | 200,000 | 100,000 | |
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) | 315,561 | 324,434 |
Reportable Segment Informatio_2
Reportable Segment Information - Narrative (Details) | Jun. 30, 2019brand |
Segment Reporting [Abstract] | |
Number of brands | 13 |
Reportable Segment Informatio_3
Reportable Segment Information - Schedule Of Financial Information For Company's Franchising Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Reportable Segment Information [Line Items] | ||||
Revenues | $ 317,684 | $ 295,441 | $ 536,004 | $ 504,835 |
Operating income (loss) | 102,537 | 109,016 | 147,587 | 155,265 |
Income (loss) before income taxes | 94,154 | 100,024 | 130,633 | 130,485 |
Corporate & Other | ||||
Reportable Segment Information [Line Items] | ||||
Revenues | 4,055 | 3,255 | 7,383 | 7,027 |
Operating income (loss) | (16,799) | (13,649) | (42,206) | (26,758) |
Income (loss) before income taxes | (24,200) | (23,209) | (56,008) | (46,137) |
Hotel Franchising | Operating Segments | ||||
Reportable Segment Information [Line Items] | ||||
Revenues | 313,629 | 292,186 | 528,621 | 497,808 |
Operating income (loss) | 119,336 | 122,665 | 189,793 | 182,023 |
Income (loss) before income taxes | $ 118,354 | $ 123,233 | $ 186,641 | $ 176,622 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | |
Feb. 28, 2019USD ($) | Jun. 30, 2019USD ($)transaction | Jun. 30, 2018USD ($) | |
Commitments and Contingencies [Line Items] | |||
Limited payment guaranties | $ 7,500 | ||
Number of transactions with recourse | transaction | 2 | ||
Payments to acquire notes receivable | $ 4,877 | $ 19,005 | |
Other commitment | 34,600 | ||
Other commitment, payment | 4,000 | ||
Construction loan | $ 34,900 | ||
Forgivable Notes Receivable | |||
Commitments and Contingencies [Line Items] | |||
Other commitment | 257,500 | ||
Capital contributions to joint ventures | |||
Commitments and Contingencies [Line Items] | |||
Other commitment | 11,400 | ||
Construction Loans | |||
Commitments and Contingencies [Line Items] | |||
Interest costs capitalized | 700 | ||
Senior and Subordinated Tranches | |||
Commitments and Contingencies [Line Items] | |||
Proceeds from sale of notes receivable | 24,400 | ||
Impaired financing receivable, unpaid principal balance | 50,100 | ||
Payments to acquire notes receivable | $ 24,400 | ||
Construction Loans | |||
Commitments and Contingencies [Line Items] | |||
Other borrowings | $ 29,200 |
Transactions with Unconsolida_2
Transactions with Unconsolidated Joint Ventures (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||||
Receivables | $ 181,452 | $ 181,452 | $ 138,018 | ||
Joint Venture Partner | |||||
Related Party Transaction [Line Items] | |||||
Fees earned and payroll costs reimbursed from marketing services arrangement | 600 | $ 400 | 900 | $ 800 | |
Member of Unconsolidated Joint Venture | |||||
Related Party Transaction [Line Items] | |||||
Royalty and marketing and reservation system fees | 7,000 | 6,300 | 11,600 | 10,900 | |
Receivables | 2,600 | 2,600 | $ 1,100 | ||
Commissions paid to travel agent | $ 100 | $ 46 | $ 100 | $ 100 |
Related Party Transactions (Det
Related Party Transactions (Details) | Jul. 05, 2019hotelNumber_of_specified_region | Jun. 30, 2019hotel | Jun. 27, 2019hotelNumber_of_specified_region | Jun. 05, 2019hotel | Oct. 15, 1997company |
Related Party Transaction [Line Items] | |||||
Number of companies due to spin-off | company | 2 | ||||
Master Development Agreement | |||||
Related Party Transaction [Line Items] | |||||
Number of specified regions | Number_of_specified_region | 2 | ||||
Master Development Agreement | WoodSpring | |||||
Related Party Transaction [Line Items] | |||||
Number of development hotels | 6 | ||||
Sunburst | |||||
Related Party Transaction [Line Items] | |||||
Number of hotels operated under agreement | 5 | 5 | |||
Subsequent Event | Master Development Agreement | |||||
Related Party Transaction [Line Items] | |||||
Number of specified regions | Number_of_specified_region | 2 | ||||
Subsequent Event | Master Development Agreement | WoodSpring | |||||
Related Party Transaction [Line Items] | |||||
Number of development hotels | 6 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | Jul. 23, 2019USD ($) | Jul. 22, 2019 | Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($) |
Subsequent Event [Line Items] | ||||
Investments in unconsolidated entities | $ 108,843 | $ 109,016 | ||
Cambria Hotel | Five Hotel Joint Ventures | ||||
Subsequent Event [Line Items] | ||||
Investments in unconsolidated entities | $ 40,000 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Business acquisition, percentage of voting interests acquired | 60.00% | |||
Business acquisition, percentage of voting interests sold | 40.00% | |||
Subsequent Event | Four Hotels Joint Ventures | ||||
Subsequent Event [Line Items] | ||||
Business combinations, number of hotel joint ventures | 4 | |||
Business combination, consideration transferred | $ 168,700 | |||
Subsequent Event | One Hotels Joint Ventures | ||||
Subsequent Event [Line Items] | ||||
Business combinations, number of hotel joint ventures | 1 | |||
Proceeds from sales of business | $ 8,900 | |||
Subsequent Event | Five Hotel Joint Ventures | ||||
Subsequent Event [Line Items] | ||||
Business combinations, number of hotel joint ventures | 5 | |||
Subsequent Event | Cambria Hotel | Five Hotel Joint Ventures | ||||
Subsequent Event [Line Items] | ||||
Business combinations, number of hotel | 1 |