Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 30, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
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 $0.01 per share | |
Trading Symbol | CHH | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 55,458,082 | |
Entity Registrant Name | CHOICE HOTELS INTERNATIONAL INC /DE | |
Entity Central Index Key | 0001046311 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
REVENUES | ||||
Revenues | $ 210,403 | $ 310,422 | $ 579,574 | $ 845,885 |
Total revenues | 210,771 | 310,732 | 580,679 | 846,736 |
OPERATING EXPENSES | ||||
Selling, general and administrative | 31,413 | 38,308 | 104,212 | 124,802 |
Depreciation and amortization | 6,382 | 5,568 | 19,309 | 12,589 |
Marketing and reservation system | 113,808 | 158,430 | 333,564 | 438,390 |
Owned hotels | 3,812 | 6,014 | 12,822 | 6,014 |
Total operating expenses | 155,415 | 208,320 | 469,907 | 581,795 |
Impairment of goodwill | 0 | 0 | 0 | (3,097) |
Loss on asset dispositions and impairments | (4,290) | 33 | (5,516) | (7,271) |
Loss on sale of business | 0 | (25) | 0 | (4,666) |
Gain on sale of assets, net | 0 | 0 | 0 | 100 |
Operating income | 51,066 | 102,420 | 105,256 | 250,007 |
OTHER INCOME AND EXPENSES, NET | ||||
Interest expense | 12,691 | 12,431 | 37,153 | 34,735 |
Interest income | (1,744) | (2,220) | (6,277) | (7,617) |
Loss on extinguishment of debt | 15,958 | 0 | 16,565 | 0 |
Other gains, net | (1,664) | (115) | (972) | (3,219) |
Equity in net loss of affiliates | 1,731 | 6,400 | 7,172 | 9,551 |
Total other income and expenses, net | 26,972 | 16,496 | 53,641 | 33,450 |
Income before income taxes | 24,094 | 85,924 | 51,615 | 216,557 |
Income tax expense (benefit) | 9,594 | 9,685 | (15,907) | 35,848 |
Net income | $ 14,500 | $ 76,239 | $ 67,522 | $ 180,709 |
Basic earnings per share (in dollars per share) | $ 0.26 | $ 1.37 | $ 1.22 | $ 3.25 |
Diluted earnings per share (in dollars per share) | 0.26 | 1.36 | 1.21 | 3.23 |
Cash dividends declared per share (in dollars per share) | $ 0 | $ 0.215 | $ 0.225 | $ 0.645 |
Royalty fees | ||||
REVENUES | ||||
Revenues | $ 79,666 | $ 113,688 | $ 200,157 | $ 300,468 |
Initial franchise and relicensing fees | ||||
REVENUES | ||||
Revenues | 6,071 | 6,741 | 20,031 | 20,223 |
Procurement services | ||||
REVENUES | ||||
Revenues | 10,115 | 14,814 | 34,609 | 47,590 |
Marketing and reservation system | ||||
REVENUES | ||||
Revenues | 107,141 | 157,024 | 297,203 | 439,553 |
Owned hotels | ||||
REVENUES | ||||
Revenues | 4,093 | 8,661 | 15,407 | 8,661 |
Total revenues | 4,201 | 8,710 | 15,731 | 8,710 |
Other | ||||
REVENUES | ||||
Revenues | 3,317 | 9,494 | 12,167 | 29,390 |
Total revenues | $ 3,577 | $ 9,755 | $ 12,948 | $ 30,192 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 14,500 | $ 76,239 | $ 67,522 | $ 180,709 |
Other comprehensive income (loss), net of tax: | ||||
Amortization of loss on cash flow hedge | 0 | 215 | 0 | 646 |
Foreign currency translation adjustment | 240 | (224) | (237) | (883) |
Other comprehensive income (loss), net of tax | 240 | (9) | (237) | (237) |
Comprehensive income | $ 14,740 | $ 76,230 | $ 67,285 | $ 180,472 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 191,967 | $ 33,766 |
Receivables (net of allowance for credit losses of $44,228 and $18,482, respectively) | 175,375 | 141,566 |
Income taxes receivable | 4,470 | 11,126 |
Notes receivable | 28,860 | 26,265 |
Less: Allowance for notes receivable credit losses | (3,252) | (861) |
Other current assets | 18,150 | 24,727 |
Total current assets | 415,570 | 236,589 |
Property and equipment, at cost, net | 339,000 | 351,502 |
Operating lease right-of-use assets | 19,774 | 24,088 |
Goodwill | 159,196 | 159,196 |
Intangible assets, net | 290,913 | 290,421 |
Notes receivable | 110,852 | 106,749 |
Less: Allowance for notes receivable losses | (13,043) | (3,695) |
Investments, employee benefit plans, at fair value | 26,454 | 24,978 |
Investments in unconsolidated entities | 72,571 | 78,655 |
Deferred income taxes | 54,240 | 20,747 |
Other assets | 94,619 | 97,442 |
Total assets | 1,570,146 | 1,386,672 |
Current liabilities | ||
Accounts payable | 80,191 | 73,449 |
Accrued expenses and other current liabilities | 67,699 | 90,364 |
Deferred revenue | 51,487 | 71,594 |
Current portion of long-term debt | 6,977 | 7,511 |
Liability for guest loyalty program | 46,066 | 82,970 |
Total current liabilities | 252,420 | 325,888 |
Long-term debt | 1,058,309 | 844,102 |
Long-term deferred revenue | 122,285 | 112,662 |
Deferred compensation and retirement plan obligations | 31,039 | 29,949 |
Income taxes payable | 23,394 | 26,147 |
Operating lease liabilities | 15,037 | 21,270 |
Liability for guest loyalty program | 79,777 | 46,698 |
Other liabilities | 9,289 | 3,467 |
Total liabilities | 1,591,550 | 1,410,183 |
Commitments and Contingencies | ||
Common stock, $0.01 par value; 160,000,000 shares authorized; 95,065,638 shares issued at September 30, 2020 and December 31, 2019; 55,458,248 and 55,702,628 shares outstanding at September 30, 2020 and December 31, 2019, respectively | 951 | 951 |
Additional paid-in-capital | 228,521 | 231,160 |
Accumulated other comprehensive loss | (4,787) | (4,550) |
Treasury stock, at cost; 39,607,390 and 39,363,010 shares at September 30, 2020 and December 31, 2019, respectively | (1,262,724) | (1,219,905) |
Retained earnings | 1,016,635 | 968,833 |
Total shareholders’ deficit | (21,404) | (23,511) |
Total liabilities and shareholders’ deficit | $ 1,570,146 | $ 1,386,672 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Receivables, allowance for doubtful accounts | $ 44,228 | $ 18,482 |
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) | 55,458,248 | 55,702,628 |
Treasury stock, shares (in shares) | 39,607,390 | 39,363,010 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 67,522 | $ 180,709 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 19,309 | 12,589 |
Depreciation and amortization – marketing and reservation system | 14,994 | 12,355 |
Franchise agreement acquisition cost amortization | 8,343 | 7,537 |
Gain on disposal of assets | 0 | (2,181) |
Loss on sale of business | 0 | 4,666 |
Loss on asset disposition and impairments | 5,516 | 7,271 |
Impairment of goodwill | 0 | 3,097 |
Loss on extinguishment of debt | 16,565 | 0 |
Non-cash stock compensation and other charges | 4,748 | 12,433 |
Non-cash interest and other income | (465) | (2,615) |
Deferred income taxes | (31,411) | 3,268 |
Equity in net losses from unconsolidated joint ventures, less distributions received | 7,320 | 12,234 |
Franchise agreement acquisition costs, net of reimbursements | (16,960) | (25,592) |
Change in working capital and other, net of acquisition | (25,801) | (34,794) |
Net cash provided by operating activities | 69,680 | 190,977 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Investment in property and equipment | (32,176) | (46,135) |
Investment in intangible assets | (1,212) | (3,659) |
Proceeds from sales of assets | 0 | 10,585 |
Payment on business disposition, net | 0 | 168,954 |
Proceeds from sale of unconsolidated joint venture | 0 | 8,937 |
Payment on business disposition, net | 0 | (10,783) |
Contributions to equity method investments | (4,620) | (17,329) |
Distributions from equity method investments | 3,362 | 9,841 |
Purchases of investments, employee benefit plans | (2,254) | (2,748) |
Proceeds from sales of investments, employee benefit plans | 2,372 | 2,197 |
Issuance of notes receivable | (9,845) | (10,767) |
Collections of notes receivable | 5,113 | 10,491 |
Proceeds from sale of tax credits | 9,197 | 0 |
Other items, net | (473) | (1,842) |
Net cash used in investing activities | (30,536) | (220,166) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net (repayments) borrowings pursuant to revolving credit facilities | (18,200) | 97,800 |
Proceeds from issuance of Term Loan | 249,500 | 0 |
Proceeds from issuance of Term Loan | 447,723 | 0 |
Principal payments on long-term debt, including premium on extinguishment | (466,915) | (371) |
Payments to extinguish long-term debt | (14,347) | 0 |
Purchase of treasury stock | (55,158) | (44,770) |
Dividends paid | (25,274) | (36,103) |
Debt issuance costs | (4,620) | (300) |
Proceeds from issuance of long-term debt | 0 | 23,863 |
Payments on transfer of interest in notes receivable | 0 | (24,409) |
Proceeds from exercise of stock options | 6,615 | 18,519 |
Net cash provided by financing activities | 119,324 | 34,229 |
Net change in cash and cash equivalents | 158,468 | 5,040 |
Effect of foreign exchange rate changes on cash and cash equivalents | (267) | (113) |
Cash and cash equivalents at beginning of period | 33,766 | 26,642 |
Cash and cash equivalents at end of period | 191,967 | 31,569 |
Cash payments during the period for: | ||
Income taxes, net of refunds | 41 | 25,681 |
Interest, net of capitalized interest | 37,338 | 42,169 |
Non-cash investing and financing activities: | ||
Dividends declared but not paid | 0 | 11,978 |
Investment in property and equipment acquired in accounts payable | $ 757 | $ 1,575 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Deficit - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in- Capital | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Retained Earnings | Cumulative Effect, Period of Adoption, Adjustment | [3] | Cumulative Effect, Period of Adoption, AdjustmentRetained Earnings | [3] | |
Beginning balance (in shares) at Dec. 31, 2018 | 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 (loss) | 8 | 8 | |||||||||
Other | [1] | (614) | (614) | ||||||||
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) | |||||||||
Ending balance (in shares) at Mar. 31, 2019 | 55,673,675 | ||||||||||
Ending balance at Mar. 31, 2019 | (185,477) | $ 951 | 216,384 | (5,438) | (1,209,870) | 812,496 | |||||
Beginning balance (in shares) at Dec. 31, 2018 | 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 | 180,709 | ||||||||||
Other comprehensive income (loss) | (237) | ||||||||||
Ending balance (in shares) at Sep. 30, 2019 | 55,715,777 | ||||||||||
Ending balance at Sep. 30, 2019 | (56,735) | $ 951 | 224,979 | (5,683) | (1,216,169) | 939,187 | |||||
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 (loss) | (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) | (129,175) | ||||||||||
Treasury purchases | (10,486) | (10,486) | |||||||||
Ending balance (in shares) at Jun. 30, 2019 | 55,696,356 | ||||||||||
Ending balance at Jun. 30, 2019 | (122,660) | $ 951 | 222,394 | (5,674) | (1,215,254) | 874,923 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income | 76,239 | 76,239 | |||||||||
Other comprehensive income (loss) | (9) | (9) | |||||||||
Other | [2] | (2,250) | (2,250) | ||||||||
Share based payment activity (in shares) | 46,116 | ||||||||||
Share based payment activity | 6,253 | 4,835 | 1,418 | ||||||||
Dividends declared ($0.215 per share) | (11,975) | (11,975) | |||||||||
Treasury purchases (in shares) | (26,695) | ||||||||||
Treasury purchases | (2,333) | (2,333) | |||||||||
Ending balance (in shares) at Sep. 30, 2019 | 55,715,777 | ||||||||||
Ending balance at Sep. 30, 2019 | $ (56,735) | $ 951 | 224,979 | (5,683) | (1,216,169) | 939,187 | |||||
Beginning balance (in shares) at Dec. 31, 2019 | 55,702,628 | 55,702,628 | |||||||||
Beginning balance at Dec. 31, 2019 | $ (23,511) | $ 951 | 231,160 | (4,550) | (1,219,905) | 968,833 | $ (6,831) | $ (6,831) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income | 55,463 | 55,463 | |||||||||
Other comprehensive income (loss) | (664) | (664) | |||||||||
Share based payment activity (in shares) | 294,826 | ||||||||||
Share based payment activity | (1,518) | (9,607) | 8,089 | ||||||||
Dividends declared ($0.215 per share) | [4] | (12,721) | (12,721) | ||||||||
Treasury purchases (in shares) | (657,031) | ||||||||||
Treasury purchases | (54,072) | (54,072) | |||||||||
Ending balance (in shares) at Mar. 31, 2020 | 55,340,423 | ||||||||||
Ending balance at Mar. 31, 2020 | $ (43,854) | $ 951 | 221,553 | (5,214) | (1,265,888) | 1,004,744 | |||||
Beginning balance (in shares) at Dec. 31, 2019 | 55,702,628 | 55,702,628 | |||||||||
Beginning balance at Dec. 31, 2019 | $ (23,511) | $ 951 | 231,160 | (4,550) | (1,219,905) | 968,833 | $ (6,831) | $ (6,831) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income | 67,522 | ||||||||||
Other comprehensive income (loss) | $ (237) | ||||||||||
Treasury purchases (in shares) | (548,031) | ||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 55,458,248 | 55,458,248 | |||||||||
Ending balance at Sep. 30, 2020 | $ (21,404) | $ 951 | 228,521 | (4,787) | (1,262,724) | 1,016,635 | |||||
Beginning balance (in shares) at Mar. 31, 2020 | 55,340,423 | ||||||||||
Beginning balance at Mar. 31, 2020 | (43,854) | $ 951 | 221,553 | (5,214) | (1,265,888) | 1,004,744 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income | (2,441) | (2,441) | |||||||||
Other comprehensive income (loss) | 187 | 187 | |||||||||
Share based payment activity (in shares) | 29,997 | ||||||||||
Share based payment activity | 3,820 | 2,166 | 1,825 | (171) | |||||||
Dividends declared ($0.215 per share) | [4] | 0 | 0 | ||||||||
Treasury purchases (in shares) | (6,525) | ||||||||||
Treasury purchases | (464) | (464) | |||||||||
Ending balance (in shares) at Jun. 30, 2020 | 55,363,895 | ||||||||||
Ending balance at Jun. 30, 2020 | (42,752) | $ 951 | 223,719 | (5,027) | (1,264,527) | 1,002,132 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income | 14,500 | 14,500 | |||||||||
Other comprehensive income (loss) | 240 | 240 | |||||||||
Share based payment activity (in shares) | [4] | 101,857 | |||||||||
Share based payment activity | [4] | 6,608 | 4,802 | 1,803 | 3 | ||||||
Dividends declared ($0.215 per share) | [4] | $ 0 | 0 | ||||||||
Treasury purchases (in shares) | 0 | (7,504) | |||||||||
Treasury purchases | $ 0 | 0 | |||||||||
Ending balance (in shares) at Sep. 30, 2020 | 55,458,248 | 55,458,248 | |||||||||
Ending balance at Sep. 30, 2020 | $ (21,404) | $ 951 | $ 228,521 | $ (4,787) | $ (1,262,724) | $ 1,016,635 | |||||
[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. | ||||||||||
[2] | (2) Impact of transaction resulting in an increase in ownership of a consolidated joint venture for the construction and operation of a Cambria Hotel. | ||||||||||
[3] | Reflects the cumulative effect of ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), which was adopted on January 1, 2020. Refer to Note 1 for additional details. | ||||||||||
[4] | During the fourth quarter of 2019, the Company's board of directors announced a 5% increase to the quarterly dividend rate to $0.225 per share from $0.215 per share, beginning with the dividend payable in the first quarter of 2020. On February 28, 2020 , the Company’s board of directors declared a quarterly cash dividend of $0.225 per share of common stock. The dividend was payable on April 16, 2020 to shareholders of record on April 2, 2020. Subsequent to the payment of the dividend, in light of uncertainty resulting from the COVID-19 pandemic, we suspended future, undeclared dividends for at least the remainder of 2020. In the second and third quarters of 2020, dividends were paid to certain shareholders upon vesting of certain performance-based stock grants which are captured in Share based payment activity. |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Deficit (Parenthetical) | 3 Months Ended |
Dec. 31, 2019$ / shares | |
Statement of Stockholders' Equity [Abstract] | |
Increase to quarterly dividend rate | 5.00% |
Cash dividends declared per share (in dollars per share) | $ 0.225 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
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 prior year amounts in our Consolidated Statements of Income have been reclassified in order to maintain comparability with current year presentation. 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, 2019 and notes thereto included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 2, 2020 . 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, 2019 . The significant accounting policies that changed in 2020 are set forth below. Recently Adopted 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"). Under legacy standards, we recognized an impairment of receivables when it was probable that a loss had been incurred. Topic 326 requires 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 (which includes losses that may be incurred in future periods), and enhanced disclosures to provide insight to significant estimates and judgments used in estimating credit losses. The Company adopted Topic 326 on January 1, 2020 using the modified retrospective approach resulting in a cumulative-effect adjustment of $6.8 million (inclusive of deferred taxes) recorded in retained earnings as of the date of adoption. The scope and provisions of Topic 326 impact the allowance for the Company's Notes and Trade receivables. During the three and nine months ended September 30, 2020 , the Company recorded provisions for credit losses of $3.7 million and $14.6 million , respectively, with contemplation to economic and credit conditions resulting from the COVID-19 pandemic and estimates of other expected credit losses. Refer to Note 3 for further details on the adoption of Topic 326 and the impact to the Company's accounting policies for Notes receivable. 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 Company adopted ASU 2018-13 on a retrospective basis on January 1, 2020, with limited modifications to its fair value footnote disclosure. Refer to Note 7 . 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 Company adopted ASU 2018-15 on a prospective basis on January 1, 2020. As the majority of the Company's hosting arrangements are service contracts, the capitalization and subsequent amortization of implementation costs incurred after adoption are expected to impact the timing, but not classification, of expense recognition. Recently Issued Accounting Standard In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes ("ASU 2019-12"). ASU 2019-12 enhances and simplifies various aspects of the income tax accounting guidance in Accounting Standards Codification ("ASC") 740, Income Taxes. The guidance is effective for annual reporting periods beginning after December 15, 2020 and interim periods within those fiscal years. Early adoption is permitted. T |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2020 | |
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 date 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, which was adjusted in the first quarter of 2020 to reflect an anticipated longer issuance to redemption period in light of impacts from the COVID-19 pandemic. Loyalty points are typically redeemed within three years of issuance. Significant changes in the contract liabilities balances during the period December 31, 2019 to September 30, 2020 are as follows: (in thousands) Balance as of December 31, 2019 $ 163,847 Increases to the contract liability balance due to cash received 50,719 Revenue recognized in the period (56,061 ) Balance as of September 30, 2020 $ 158,505 Remaining Performance Obligations The aggregate amount of transaction price allocated to unsatisfied or partially unsatisfied performance obligations is $158.5 million as of September 30, 2020 . This amount represents fixed transaction price that will be recognized as revenue in future periods, which is captured in the consolidated 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 September 30, 2020 September 30, 2019 (in thousands) Over time Point in time Total Over time Point in time Total Royalty fees $ 79,666 $ — $ 79,666 $ 113,688 $ — $ 113,688 Initial franchise and relicensing fees 6,071 — 6,071 6,741 — 6,741 Procurement services 9,620 495 10,115 14,084 730 14,814 Marketing and reservation system 93,327 13,814 107,141 146,263 10,761 157,024 Owned hotels 3,498 595 4,093 7,460 1,201 8,661 Other 3,317 — 3,317 9,494 — 9,494 Total Topic 606 revenues $ 195,499 $ 14,904 210,403 $ 297,730 $ 12,692 310,422 Non-Topic 606 revenues 368 310 Total revenues $ 210,771 $ 310,732 Nine Months Ended Nine Months Ended September 30, 2020 September 30, 2019 (in thousands) Over time Point in time Total Over time Point in time Total Royalty fees $ 200,157 $ — $ 200,157 $ 300,468 $ — $ 300,468 Initial franchise and relicensing fees 20,031 — 20,031 20,223 — 20,223 Procurement services 33,069 1,540 34,609 45,219 2,371 47,590 Marketing and reservation system 247,092 50,111 297,203 380,544 59,009 439,553 Owned hotels 13,159 2,248 15,407 7,460 1,201 8,661 Other 12,167 — 12,167 29,249 141 29,390 Total Topic 606 revenues $ 525,675 $ 53,899 579,574 $ 783,163 $ 62,722 845,885 Non-Topic 606 revenues 1,105 851 Total revenues $ 580,679 $ 846,736 Non-Topic 606 revenues primarily represent revenue from leasing and are presented in Owned hotels and Other revenues in the consolidated statements of income. As presented in Note 11 , the Corporate & Other segment amounts represent $6.4 million and $10.2 million for the three months ended September 30, 2020 and 2019 , respectively, and $21.8 million and $17.6 million for the nine months ended September 30, 2020 and 2019 , respectively, and are included in the Over time column of Other revenues and the Owned Hotels and Non-Topic 606 revenues rows. The remaining revenues relate to the Hotel Franchising segment. Royalty fees and Marketing and reservation system revenues are presented net of intersegment revenues of $0.3 million and $0.8 million for the three months ended September 30, 2020 and 2019, respectively, and $1.2 million and $0.8 million for the nine months ended September 30, 2020 and 2019, respectively, as described in Note 11 . |
Notes Receivable and Allowance
Notes Receivable and Allowance for Credit Losses | 9 Months Ended |
Sep. 30, 2020 | |
Accounts and Financing Receivable, after Allowance for Credit Loss [Abstract] | |
Notes Receivable and Allowance for Credit Losses | 90 days Past Due Total Past Due Current Total Notes Receivable As of September 30, 2020 Senior $ — $ 15,432 $ 15,432 $ 90,160 $ 105,592 Subordinated — 2,209 2,209 30,458 32,667 Unsecured — — — 1,453 1,453 $ — $ 17,641 $ 17,641 $ 122,071 $ 139,712 As of December 31, 2019 Senior $ — $ — $ — $ 98,545 $ 98,545 Subordinated — — — 32,153 32,153 Unsecured — — — 2,316 2,316 $ — $ — $ — $ 133,014 $ 133,014 The Company evaluated its off-balance-sheet credit exposure for loan commitments and determined the likelihood of having to perform is remote as of September 30, 2020 . Refer to Note 12 . Variable Interest through Notes Issued The Company has issued notes receivables to certain entities that have created variable interests in these borrowers totaling $121.5 million and $126.5 million as of September 30, 2020 and December 31, 2019 , 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." id="sjs-B4">Notes Receivable and Allowance for Credit Losses The Company has provided financing in the form of notes receivable loans to franchisees to support the development of properties in strategic markets. As of September 30, 2020 and December 31, 2019 , the Company had $139.7 million and $133.0 million , respectively, in notes receivable loans outstanding. The Company has developed a systematic methodology to determine its allowance for credit losses across our portfolio of notes receivable loans. The Company monitors the risk and performance of our portfolio by the level of security in collateral (i.e., senior, subordinated or unsecured). As each of the Company’s notes receivable loans has unique risk characteristics, the Company deploys its methodology to calculate allowances for credit losses at the individual notes receivable loan level. The Company primarily utilizes a discounted cash flow ("DCF") approach to measure the credit allowance, influenced by the key economic variables of each note receivable loan. The Company identified the key economic variables for these loans to be loan-to-cost ("LTC") or loan-to-value ("LTV") ratios and debt service coverage ratio ("DSCR"). The LTC or LTV ratio represents the loan principal relative to the project cost or value and is an indication of the ability to be re-paid principal at loan maturity. The DSCR represents borrower net operating income as a percentage of the interest and principal payments incurred (i.e., debt service) on all debt of the borrower and is an indication of the ability of the borrower to timely pay amounts due during the term of the loan. The LTC or LTV ratios and DSCR are considered during loan underwriting as indications of risk and, accordingly, we believe these factors are the most representative risk indicators for calculating the allowance for credit loss. Loans with higher LTC or LTV ratios and lower DSCR ratios generally are representative of loans with greater risk and, accordingly, have higher credit allowances as a percentage of loan principal. Conversely, loans with lower LTC or LTV ratios and higher DSCR ratios generally are representative of loans with lesser risk and, accordingly, have lower credit allowances as a percentage of loan principal. The following table shows the composition of the Company's notes receivable balances based on the level of security credit quality indicator: (in thousands) September 30, 2020 December 31, 2019 Senior $ 105,592 $ 98,545 Subordinated 32,667 32,153 Unsecured 1,453 2,316 Total notes receivable 139,712 133,014 Total allowance for notes receivable credit losses 16,295 4,556 Total notes receivable, net of allowance $ 123,417 $ 128,458 Current portion, net of allowance $ 25,608 $ 25,404 Long-term portion, net of allowance $ 97,809 $ 103,054 Amortized cost basis by year of origination and level of security credit quality indicator are as follows: (in thousands) 2020 2019 2018 Prior Total Senior $ — $ 28,297 $ 15,432 $ 61,863 $ 105,592 Subordinated — 2,439 10,981 19,247 32,667 Unsecured — — 537 916 1,453 Total notes receivable $ — $ 30,736 $ 26,950 $ 82,026 $ 139,712 As disclosed in Note 1 , Topic 326 required a cumulative-effect adjustment to the consolidated balance sheet as of the beginning of the first reporting period in which the guidance was effective. As of the adoption date of January 1, 2020, the Company established a credit allowance on its notes receivable loans of $12.9 million , an increase from a previous loan allowance of $4.6 million as of December 31, 2019. The cumulative-effect adjustment of adopting Topic 326 of $6.8 million , net of tax impact, is recorded in the consolidated balance sheets in the Retained earnings line item. The following table summarizes the activity related to the Company’s notes receivable allowance for credit losses, including the impacts of adopting Topic 326. The provisions recorded in the nine months ended September 30, 2020 reflect the increased likelihood of adverse outcomes on loans to borrowers with contemplation to impacts of the COVID-19 pandemic and estimates of other expected credit losses. (in thousands) September 30, 2020 December 31, 2019 Beginning balance $ 4,556 $ 4,685 Reserves established from adoption of Topic 326 8,348 — Provision for credit losses 4,302 — Write-offs (911 ) (129 ) Ending balance $ 16,295 $ 4,556 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 to principal. The Company does not resume interest accrual until all delinquent payments are received. The amortized cost basis of notes receivable on non-accrual status was $28.9 million and $1.7 million at September 30, 2020 and December 31, 2019 , respectively. The Company has identified loans totaling approximately $13.1 million and $16.3 million , respectively, with stated interest rates that are less than market rate, representing a total discount of $1.0 million and $1.3 million as of September 30, 2020 and December 31, 2019 , 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: (in thousands) 30-89 days Past Due > 90 days Past Due Total Past Due Current Total Notes Receivable As of September 30, 2020 Senior $ — $ 15,432 $ 15,432 $ 90,160 $ 105,592 Subordinated — 2,209 2,209 30,458 32,667 Unsecured — — — 1,453 1,453 $ — $ 17,641 $ 17,641 $ 122,071 $ 139,712 As of December 31, 2019 Senior $ — $ — $ — $ 98,545 $ 98,545 Subordinated — — — 32,153 32,153 Unsecured — — — 2,316 2,316 $ — $ — $ — $ 133,014 $ 133,014 The Company evaluated its off-balance-sheet credit exposure for loan commitments and determined the likelihood of having to perform is remote as of September 30, 2020 . Refer to Note 12 . Variable Interest through Notes Issued The Company has issued notes receivables to certain entities that have created variable interests in these borrowers totaling $121.5 million and $126.5 million as of September 30, 2020 and December 31, 2019 , 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. |
Investments in Unconsolidated E
Investments in Unconsolidated Entities | 9 Months Ended |
Sep. 30, 2020 | |
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 $71.9 million and $74.4 million on the consolidated balance sheets at September 30, 2020 and December 31, 2019 , 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 September 30, 2020 and 2019 , the Company recognized losses totaling $2.3 million and $6.9 million , respectively, from these investments. For the nine months ended September 30, 2020 and 2019 , the Company recognized losses totaling $6.9 million and $10.9 million , respectively, from these investments. The Company's maximum exposure to losses related to its investments in VIEs is limited to its equity investments as well as certain limited payment guaranties described in Note 12 of these financial statements. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consists of the following: September 30, 2020 December 31, 2019 (in thousands) $400 million senior unsecured notes due 2022 with an effective interest rate of 6.0%, less deferred issuance costs of $0.9 million and $2.3 million at September 30, 2020 and December 31, 2019, respectively $ 215,701 $ 397,680 $400 million senior unsecured notes due 2029 with an effective interest rate of 3.88%, less a discount and deferred issuance costs of $5.5 million and $6.0 million at September 30, 2020 and December 31, 2019, respectively 394,485 394,039 $600 million senior unsecured revolving credit facility with an effective interest rate of 2.76%, less deferred issuance costs of $2.7 million at December 31, 2019 (1) — 15,502 $450 million senior unsecured notes due 2031 with an effective interest rate of 3.86%, less a discount and deferred issuance costs of $6.3 million at September 30, 2020 443,707 — Construction loan with an effective interest rate of 6.23%, less deferred issuance costs of $0.6 million at December 31, 2019. — 32,465 Fixed rate collateralized mortgage with an effective interest rate of 4.57%, plus a fair value adjustment of $34 thousand and $0.2 million at September 30, 2020 and December 31, 2019, respectively 6,977 7,511 Economic development loans with an effective interest rate of 3.0% at September 30, 2020 and December 31, 2019, respectively 4,416 4,416 Total debt $ 1,065,286 $ 851,613 Current portion of long-term debt $ 6,977 $ 7,511 Long-term debt $ 1,058,309 $ 844,102 (1) In September 2020, the Company utilized excess cash on hand to pay down its senior unsecured revolving credit facility balance in full. As there are no outstanding borrowings at September 30, 2020 , deferred issuance costs of $2.5 million for the senior unsecured revolving credit facility are presented in non-current Other Assets in the Consolidated Balance Sheets. In April 2020, the Company entered into a $250 million unsecured term loan (the "Term Loan") with a scheduled maturity date of April 15, 2021 . In July 2020, the Company issued $450 million aggregate principal amount of 3.70% senior unsecured notes due 2031 (the "2020 Senior Notes") and announced the early tender results of a cash tender offer (the "Tender Offer") for the purchase of approximately $183.4 million aggregate principal amount of the Company's 5.75% senior unsecured notes due 2022 (the "2012 Senior Notes"). The Company used the net proceeds from the 2020 Senior Notes offering to repay the Term Loan in full and fund the $197.8 million purchase price of the 2012 Senior Notes tendered, inclusive of the aggregate principal, an early tender premium, settlement fees, and accrued interest paid. As a result of the early redemption of the 2012 Senior Notes and the early payoff of the Term Loan, the Company recognized a total charge of $16.0 million loss on extinguishment of debt. On February 18, 2020, the Company entered into the First Amendment (the "Amendment") to the Amended and Restated Senior Unsecured Credit Agreement (the “Credit Agreement”) among the Company, Deutsche Bank AG New York Branch, as administrative agent and the lenders party thereto. Prior to the Amendment, the Credit Agreement provided that if certain subsidiaries of the Company were to incur certain recourse debt or become obligors in respect of certain recourse debt of the Company or certain of its other subsidiaries, those obligated subsidiaries were required to guarantee the Company’s obligations under the unsecured revolving credit facility provided pursuant to the Restated Credit Agreement (the “springing guarantee”). The Amendment, among other things, removes the springing guarantee and other provisions and references in the Credit Agreement related to the potential existence of subsidiary guarantors. On March 5, 2020 , the Company paid off the construction loan in the amount $33.1 million inclusive of accrued and unpaid interest and recorded a loss on extinguishment of debt of $0.6 million . On August 12, 2020, the Company executed a one-year extension on the senior unsecured credit facility for $525 million of the $600 million total capacity in exchange for a fee of $0.3 million . The extended maturity date is August 20, 2025. Refer to Note 12 and the Liquidity and Capital Resources header of "Management's Discussion and Analysis of Financial Condition and Results of Operations" for more information. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2020 | |
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 nine months ended September 30, 2020 and 2019 : (in thousands) Loss on Cash Flow Hedge Foreign Currency Items Total Balance as of December 31, 2019 $ — $ (4,550 ) $ (4,550 ) Other comprehensive loss before reclassification — (237 ) (237 ) Net current period other comprehensive income (loss) — (237 ) (237 ) Balance as of September 30, 2020 $ — $ (4,787 ) $ (4,787 ) (in thousands) Loss on Cash Flow Hedge Foreign Currency Items Total Balance as of December 31, 2018 $ (1,436 ) $ (4,010 ) $ (5,446 ) Other comprehensive loss before reclassification — (883 ) (883 ) Amounts reclassified from accumulated other comprehensive loss 646 — 646 Net current period other comprehensive income (loss) 646 (883 ) (237 ) Balance as of September 30, 2019 $ (790 ) $ (4,893 ) $ (5,683 ) During the three and nine ended September 30, 2019 , $0.2 million and $0.6 million , respectively, was reclassified from accumulated other comprehensive loss to Interest expense in the Company's Consolidated Statements of Income with reference to a cash flow hedge loss on an interest rate contract. There was no income tax expense or benefit. There were no amounts reclassified during the three and nine months ended September 30, 2020 , as the debt related to the Interest rate contract was paid off in December 2019. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
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 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. 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 recorded at fair value whose fair value was determined using Level 3 inputs and there were no transfers of Level 3 assets during the three and nine months ended September 30, 2020 . As of September 30, 2020 and December 31, 2019 , the Company had the following assets recorded in the consolidated balance sheets measured at fair value on a recurring basis: Fair Value Measurements at Reporting Date Using (in thousands) Total Level 1 Level 2 Level 3 As of September 30, 2020 Mutual funds (1) $ 25,157 $ 25,157 $ — $ — Money market funds (1) 2,817 — 2,817 — Total $ 27,974 $ 25,157 $ 2,817 $ — As of December 31, 2019 Mutual funds (1) $ 24,927 $ 24,927 $ — $ — Money market funds (1) 2,192 — 2,192 — Total $ 27,119 $ 24,927 $ 2,192 $ — (1) Included in Investments, employee benefit plans, at fair value and Other current assets on the consolidated balance sheets. Other financial instruments disclosure 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 revolving 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 notes receivable, refer to Note 3 . The fair values of the Company's $400 million 2012 Senior Notes, $400 million senior unsecured notes due 2029 and $450 million 2020 Senior Notes are classified as Level 2, as the significant inputs are observable in an active market. At December 31, 2019 , the $400 million 2012 Senior Notes had an approximate fair value of $432.0 million . On July 23, 2020, the Company purchased approximately $183.4 million aggregate principal amount of the 2012 Senior Notes. At September 30, 2020 , the $216.6 million remaining 2012 Senior Notes had an approximate fair value of $231.7 million . At September 30, 2020 and December 31, 2019 , the $400.0 million senior unsecured notes due 2029 had an approximate fair value of $426.8 million and $403.4 million , respectively. At September 30, 2020 , the $450 million 2020 Senior Notes had an approximate fair value of $474.7 million . 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 | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective income tax rates were 39.4% and 11.3% for the three months ended September 30, 2020 and 2019 , respectively. The effective income tax rates were (30.8)% and 16.6% for the nine months ended September 30, 2020 and 2019 , respectively. On January 1, 2018, the Company adopted ASU 2016-16, Income Taxes (Topic 740) - Intra-Entity Transfers of Assets Other than Inventory ("ASU 2016-16"), which provides guidance on recognition of current income tax consequences for inter-company asset transfers (other than inventory) at the time of transfer. On January 1, 2020 , the Company completed a reorganization of its foreign legal entity structure that resulted in a $30.6 million tax benefit. In accordance with ASU 2016-16, the Company recorded the $30.6 million benefit and a corresponding deferred tax asset in the first quarter of 2020. Due to a decrease in the forecasted income of international entities resulting from adverse impacts of the COVID-19 pandemic, the Company recorded a valuation allowance of $5.1 million in the third quarter of 2020 reflecting a change in the anticipated realizability of this deferred tax asset. The effective income tax rate for the three months ended September 30, 2020 was higher than the U.S. federal income tax rate of 21.0% due to the establishment of a valuation allowance of $5.1 million and state income taxes, partially offset by the impact of foreign operations, a $1.5 million adjustment to our deferred taxes, and $0.7 million of excess tax benefits from share-based compensation. The effective income tax rate for the three months ended September 30, 2019 was lower than the U.S. federal income tax rate of 21.0% due to $12.2 million of tax credits recognized in the period, $0.3 million of excess tax benefits from share-based compensation and the impact of foreign operations, offset by state income taxes. The effective income tax rate for the nine months ended September 30, 2020 was lower than the U.S. federal income tax rate of 21.0% due to the impacts of ASU-2016 and the corresponding valuation allowance, $3.4 million of excess tax benefits from share-based compensation, an adjustment to our deferred taxes, and the impact of foreign operations, partially offset by state income taxes and a change in estimated uncertain tax positions. The effective income tax rate for the nine months ended September 30, 2019 was lower than the U.S. federal income tax rate of 21.0% due to $12.2 million of tax credits recognized in the period, $3.3 million |
Share-Based Compensation and Ca
Share-Based Compensation and Capital Stock | 9 Months Ended |
Sep. 30, 2020 | |
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 activity and associated income tax benefit are as follows for the three and nine months ended September 30, 2020 and 2019 : Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2020 2019 2020 2019 Stock options $ 497 $ 541 $ 1,478 $ 1,667 Restricted stock 2,206 1,954 6,249 6,100 Performance vested restricted stock units 675 1,510 (4,836 ) 3,998 Total share-based compensation expense $ 3,378 $ 4,005 $ 2,891 $ 11,765 Income tax benefit $ 805 $ 964 $ 689 $ 2,831 Refer to the discussion of Performance Vested Restricted Stock Units (“PVRSUs”) leveraging for unvested grants below. A summary of stock-based award activity as of and changes during the nine months ended September 30, 2020 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, 2020 873,895 $ 61.69 312,097 $ 75.23 330,716 $ 70.03 Granted 158,620 91.28 155,269 89.91 170,471 134.26 Performance-Based Leveraging (1) — — — — 30,116 61.31 Exercised/Vested (131,800 ) 50.82 (120,052 ) 69.40 (176,471 ) 58.68 Expired — — — — (16,117 ) 60.50 Forfeited (3,696 ) 91.28 (36,860 ) 81.98 (16,963 ) 82.25 Outstanding at September 30, 2020 897,019 $ 68.40 2.5 years 310,454 $ 84.03 321,752 $ 109.25 Options exercisable at September 30, 2020 557,664 $ 58.71 2.5 years (1) PVRSUs outstanding have been increased by 30,116 units due to the Company exceeding the targeted performance conditions contained in PVRSUs granted in prior periods which vested in the nine months ended September 30, 2020 . 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: 2020 Grants Risk-free interest rate 0.99 % Expected volatility 20.88 % Expected life of stock option 5.9 years Dividend yield 0.99 % Requisite service period 4 years Contractual life 10 years Weighted average fair value of options granted (per option) $ 17.25 The fair value of restricted stock grants is measured by the market price of the Company's common stock on the date of grant. Restricted stock awards generally vest ratably over the service period beginning with the first anniversary of the grant date. Vesting service period of shares granted during the nine months ended September 30, 2020 range from 12 to 48 months . The Company grants two types of PVRSU awards: PVRSUs with performance conditions based on internal performance metrics and PVRSUs with market conditions based on the Company's total shareholder return ("TSR") relative to a predetermined peer group. The vesting of PVRSU stock awards is contingent upon the Company achieving internal performance or TSR targets over a specified period and the employees' continued employment for a service period. These performance and market conditions affect the number of shares that will ultimately vest. During the three months ended September 30, 2020 , PVRSU awards granted had a service period of 31 months with award vesting ranges between 0% and 200% of the initial units granted. The fair value of PVRSUs based on internal performance metrics is measured by the market price of the Company's common stock on the date of award grant. Compensation expense is recognized ratably over the requisite service period based on the Company's estimate of the achievement of the performance conditions. Management monitors current results and forecasts of the relevant internal performance metrics and, as necessary, adjusts the performance-based leveraging of unvested PVRSUs. During the nine months ended September 30, 2020 , the Company reduced the leveraging factor for 230,647 unvested PVRSUs granted in the current and prior periods to 0% , based on management's estimate of achievement of performance targets with contemplation to impacts from the COVID-19 pandemic. The fair value of TSR PVRSUs are estimated using a Monte Carlo simulation method as of the date of award grant. Compensation expense is recognized ratably over the requisite service period, regardless of whether the market conditions are achieved and the awards ultimately vest. Share Repurchases and Redemptions There were no purchases of common stock under the share repurchase program during the three months ended September 30, 2020 . The Company purchased 548,031 shares of common stock under the share repurchase program at a total cost of $43.3 million during the nine months ended September 30, 2020 . During the three and nine months ended September 30, 2020 , the Company redeemed 7,504 and 123,029 shares of common stock at a total cost of approximately $0.7 million and $11.9 million , respectively, from employees to satisfy the option exercise price and statutory minimum tax-withholding requirements related to the exercising of stock options and vesting of performance vested restricted stock units and restricted stock grants. These redemptions were outside the share repurchase program. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The computation of basic and diluted earnings per common share is as follows: Three Months Ended Nine Months Ended September 30, September 30, (in thousands, except per share amounts) 2020 2019 2020 2019 Numerator: Net income $ 14,500 $ 76,239 $ 67,522 $ 180,709 Income allocated to participating securities (78 ) (463 ) (378 ) (1,104 ) Net income available to common shareholders $ 14,422 $ 75,776 $ 67,144 $ 179,605 Denominator: Weighted average common shares outstanding – basic 55,106 55,366 55,167 55,346 Basic earnings per share $ 0.26 $ 1.37 $ 1.22 $ 3.25 Numerator: Net income $ 14,500 $ 76,239 $ 67,522 $ 180,709 Income allocated to participating securities (78 ) (461 ) (377 ) (1,100 ) Net income available to common shareholders $ 14,422 $ 75,778 $ 67,145 $ 179,609 Denominator: Weighted average common shares outstanding – basic 55,106 55,366 55,167 55,346 Diluted effect of stock options and PVRSUs 304 260 273 269 Weighted average common shares outstanding – diluted 55,410 55,626 55,440 55,615 Diluted earnings per share $ 0.26 $ 1.36 $ 1.21 $ 3.23 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. As of both September 30, 2020 and 2019 , the Company had 0.9 million outstanding stock options. 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 both the three and nine months ended September 30, 2020 , 0.2 million anti-dilutive stock options were excluded from the diluted EPS calculation. For the three months ended September 30, 2019 , no anti-dilutive stock options were excluded from the diluted EPS calculation. For the nine months ended September 30, 2019 , 0.2 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 September 30, 2020 and 2019 , PVRSUs totaling 233,713 and 314,795 , respectively, were excluded from the computation since the performance conditions had not been met. |
Reportable Segment Information
Reportable Segment Information | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Reportable Segment Information | Reportable Segment Information Hotel Franchising: Hotel Franchising includes the Company's hotel franchising operations consisting of its fourteen brands. The fourteen 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 owned hotel revenues and rental income related to a commercial office building owned by the Company, as well as revenues related to the Company's SaaS technology solutions divisions which provide cloud-based property management software to non-franchised hoteliers. 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. Intersegment revenue adjustment is from the elimination of Hotel Franchising revenue which include royalty and marketing and reservation system fees charged to our owned hotels against franchise fee expense recognized by our owned hotels in Corporate & Other operating income (loss). Our President and Chief Executive Officer, who is our chief operating decision maker, does not use assets by operating segment when assessing performance or making operating segment resource allocations and therefore assets by segment are not disclosed below. The following table presents the financial information for the Company's segments: Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 (in thousands) Hotel Corporate & Intersegment Eliminations Consolidated Hotel Corporate & Intersegment Eliminations Consolidated Revenues $ 204,717 $ 6,368 $ (314 ) $ 210,771 $ 301,280 $ 10,209 $ (757 ) $ 310,732 Operating income (loss) $ 70,940 $ (19,874 ) $ — $ 51,066 $ 116,227 $ (13,807 ) $ — $ 102,420 Income (loss) before income taxes $ 69,208 $ (45,114 ) $ — $ 24,094 $ 109,828 $ (23,904 ) $ — $ 85,924 Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 (in thousands) Hotel Corporate & Intersegment Eliminations Consolidated Hotel Corporate & Intersegment Eliminations Consolidated Revenues $ 560,082 $ 21,785 $ (1,188 ) $ 580,679 $ 829,901 $ 17,592 $ (757 ) $ 846,736 Operating income (loss) $ 154,770 $ (49,514 ) $ — $ 105,256 $ 306,020 $ (56,013 ) $ — $ 250,007 Income (loss) before income taxes $ 147,598 $ (95,983 ) $ — $ 51,615 $ 296,469 $ (79,912 ) $ — $ 216,557 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
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 $5.7 million , plus unpaid expenses and accrued unpaid interest. As of September 30, 2020 and December 31, 2019 , the Company believed the likelihood of having to perform under the aforementioned limited payment guaranties was remote. In the event of performance, the Company has recourse for one of the transactions in the form of a membership interest pledge as collateral for the guaranty. Commitments The Company has the following commitments outstanding at September 30, 2020 : • The Company provides financing in the form of franchise agreement acquisition payments to franchisees for property improvements, hotel development efforts and other purposes. These payments are typically made at commencement of construction or hotel opening, in accordance with agreed upon provisions in individual franchise agreements. At September 30, 2020 , the Company had commitments to extend an additional $290.0 million for these purposes provided the conditions of the payment are met by its franchisees. • To the extent existing unconsolidated joint ventures proceed to the hotel construction phase, the Company is committed to make capital contributions totaling $8.8 million to support their efforts to construct Cambria hotels. • The Company committed to provide financing in the form of mezzanine loans or credit facilities to franchisees for Choice brand development efforts. In the third quarter of 2020, the Company has committed to provide an aggregate of approximately $1.0 million , upon certain conditions being met. As of September 30, 2020 , no amounts 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 . On March 5, 2020 , the Company paid off the construction loan in the amount $33.1 million inclusive of accrued and unpaid interest and recorded a loss on extinguishment of debt of $0.6 million . • 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 | 9 Months Ended |
Sep. 30, 2020 | |
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 months ended September 30, 2020 and 2019 , fees earned and payroll costs reimbursed under this arrangement totaled $0.5 million and $0.8 million , respectively. For the nine months ended September 30, 2020 and 2019 , fees earned and payroll costs reimbursed under this arrangement totaled $0.9 million and $1.7 million , respectively. The Company has entered into franchise agreements with certain of the unconsolidated joint ventures discussed in Note 4 . Pursuant to these franchise agreements, for the three months ended September 30, 2020 and 2019 , the Company recorded royalty and marketing reservation system fees of approximately $3.6 million and $7.4 million , respectively. For the nine months ended September 30, 2020 and 2019 , the Company recorded royalty and marketing reservation system fees of approximately $10.4 million and $19.0 million , respectively. The Company recorded $2.4 million and $1.4 million as a receivable due from these joint ventures as of September 30, 2020 and December 31, 2019 , respectively. |
Impairment of Long-Lived Assets
Impairment of Long-Lived Assets | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets On December 30, 2014, a court awarded the Company title to a commercial office building as settlement of a portion of an outstanding loan receivable for which the building was pledged as collateral. At the time of settlement, a single tenant fully occupied the building. The initial lease term expiration is in December 2020 and the tenant has extension options for up to 30 years . The tenant has recently provided notice that the lease renewal options will not be exercised. Management identified this as a triggering event requiring the interim reevaluation of the commercial office building's long-lived assets, comprised of $11.1 million in property and equipment and $0.2 million in intangible assets. Recoverability of the long-lived asset group is assessed based on net, undiscounted expected cash flows of the asset group. We have prepared undiscounted expected cash flows aligned with Management’s present long-term strategy for the building and concluded the undiscounted expected cash flows are 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 market and income approach valuation methods. The Company recognized a non-cash pretax long-lived asset group impairment charge in the amount of $4.3 million . The results of the commercial office building are included in the Corporate & Other segment in Note 11 . The impairment charge does not have an impact on the Company's liquidity or compliance with financial covenants under existing debt arrangements. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policy) | 9 Months Ended |
Sep. 30, 2020 | |
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 prior year amounts in our Consolidated Statements of Income have been reclassified in order to maintain comparability with current year presentation. 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, 2019 and notes thereto included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 2, 2020 . 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 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"). Under legacy standards, we recognized an impairment of receivables when it was probable that a loss had been incurred. Topic 326 requires 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 (which includes losses that may be incurred in future periods), and enhanced disclosures to provide insight to significant estimates and judgments used in estimating credit losses. The Company adopted Topic 326 on January 1, 2020 using the modified retrospective approach resulting in a cumulative-effect adjustment of $6.8 million (inclusive of deferred taxes) recorded in retained earnings as of the date of adoption. The scope and provisions of Topic 326 impact the allowance for the Company's Notes and Trade receivables. During the three and nine months ended September 30, 2020 , the Company recorded provisions for credit losses of $3.7 million and $14.6 million , respectively, with contemplation to economic and credit conditions resulting from the COVID-19 pandemic and estimates of other expected credit losses. Refer to Note 3 for further details on the adoption of Topic 326 and the impact to the Company's accounting policies for Notes receivable. 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 Company adopted ASU 2018-13 on a retrospective basis on January 1, 2020, with limited modifications to its fair value footnote disclosure. Refer to Note 7 . 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 Company adopted ASU 2018-15 on a prospective basis on January 1, 2020. As the majority of the Company's hosting arrangements are service contracts, the capitalization and subsequent amortization of implementation costs incurred after adoption are expected to impact the timing, but not classification, of expense recognition. Recently Issued Accounting Standard In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes ("ASU 2019-12"). ASU 2019-12 enhances and simplifies various aspects of the income tax accounting guidance in Accounting Standards Codification ("ASC") 740, Income Taxes. The guidance is effective for annual reporting periods beginning after December 15, 2020 and interim periods within those fiscal years. Early adoption is permitted. T he Company is evaluating the effect of adopting ASU 2019-12, but does not expect adoption will have a material impact on the consolidated financial statements and disclosures. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Contract with Customer, Liability | Significant changes in the contract liabilities balances during the period December 31, 2019 to September 30, 2020 are as follows: (in thousands) Balance as of December 31, 2019 $ 163,847 Increases to the contract liability balance due to cash received 50,719 Revenue recognized in the period (56,061 ) Balance as of September 30, 2020 $ 158,505 |
Disaggregation of Revenue | Disaggregation of Revenue Three Months Ended Three Months Ended September 30, 2020 September 30, 2019 (in thousands) Over time Point in time Total Over time Point in time Total Royalty fees $ 79,666 $ — $ 79,666 $ 113,688 $ — $ 113,688 Initial franchise and relicensing fees 6,071 — 6,071 6,741 — 6,741 Procurement services 9,620 495 10,115 14,084 730 14,814 Marketing and reservation system 93,327 13,814 107,141 146,263 10,761 157,024 Owned hotels 3,498 595 4,093 7,460 1,201 8,661 Other 3,317 — 3,317 9,494 — 9,494 Total Topic 606 revenues $ 195,499 $ 14,904 210,403 $ 297,730 $ 12,692 310,422 Non-Topic 606 revenues 368 310 Total revenues $ 210,771 $ 310,732 Nine Months Ended Nine Months Ended September 30, 2020 September 30, 2019 (in thousands) Over time Point in time Total Over time Point in time Total Royalty fees $ 200,157 $ — $ 200,157 $ 300,468 $ — $ 300,468 Initial franchise and relicensing fees 20,031 — 20,031 20,223 — 20,223 Procurement services 33,069 1,540 34,609 45,219 2,371 47,590 Marketing and reservation system 247,092 50,111 297,203 380,544 59,009 439,553 Owned hotels 13,159 2,248 15,407 7,460 1,201 8,661 Other 12,167 — 12,167 29,249 141 29,390 Total Topic 606 revenues $ 525,675 $ 53,899 579,574 $ 783,163 $ 62,722 845,885 Non-Topic 606 revenues 1,105 851 Total revenues $ 580,679 $ 846,736 |
Notes Receivable and Allowanc_2
Notes Receivable and Allowance for Credit Losses (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounts and Financing Receivable, after Allowance for Credit Loss [Abstract] | |
Schedule Of Notes Receivable | The following table shows the composition of the Company's notes receivable balances based on the level of security credit quality indicator: (in thousands) September 30, 2020 December 31, 2019 Senior $ 105,592 $ 98,545 Subordinated 32,667 32,153 Unsecured 1,453 2,316 Total notes receivable 139,712 133,014 Total allowance for notes receivable credit losses 16,295 4,556 Total notes receivable, net of allowance $ 123,417 $ 128,458 Current portion, net of allowance $ 25,608 $ 25,404 Long-term portion, net of allowance $ 97,809 $ 103,054 |
Financing Receivable Credit Quality Indicators | Amortized cost basis by year of origination and level of security credit quality indicator are as follows: (in thousands) 2020 2019 2018 Prior Total Senior $ — $ 28,297 $ 15,432 $ 61,863 $ 105,592 Subordinated — 2,439 10,981 19,247 32,667 Unsecured — — 537 916 1,453 Total notes receivable $ — $ 30,736 $ 26,950 $ 82,026 $ 139,712 |
Financing Receivable, Allowance for Credit Loss | The following table summarizes the activity related to the Company’s notes receivable allowance for credit losses, including the impacts of adopting Topic 326. The provisions recorded in the nine months ended September 30, 2020 reflect the increased likelihood of adverse outcomes on loans to borrowers with contemplation to impacts of the COVID-19 pandemic and estimates of other expected credit losses. (in thousands) September 30, 2020 December 31, 2019 Beginning balance $ 4,556 $ 4,685 Reserves established from adoption of Topic 326 8,348 — Provision for credit losses 4,302 — Write-offs (911 ) (129 ) Ending balance $ 16,295 $ 4,556 |
Past Due Balances Of Notes Receivable | Past due balances of notes receivable by credit quality indicators are as follows: (in thousands) 30-89 days Past Due > 90 days Past Due Total Past Due Current Total Notes Receivable As of September 30, 2020 Senior $ — $ 15,432 $ 15,432 $ 90,160 $ 105,592 Subordinated — 2,209 2,209 30,458 32,667 Unsecured — — — 1,453 1,453 $ — $ 17,641 $ 17,641 $ 122,071 $ 139,712 As of December 31, 2019 Senior $ — $ — $ — $ 98,545 $ 98,545 Subordinated — — — 32,153 32,153 Unsecured — — — 2,316 2,316 $ — $ — $ — $ 133,014 $ 133,014 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule Of Components Of Debt | Debt consists of the following: September 30, 2020 December 31, 2019 (in thousands) $400 million senior unsecured notes due 2022 with an effective interest rate of 6.0%, less deferred issuance costs of $0.9 million and $2.3 million at September 30, 2020 and December 31, 2019, respectively $ 215,701 $ 397,680 $400 million senior unsecured notes due 2029 with an effective interest rate of 3.88%, less a discount and deferred issuance costs of $5.5 million and $6.0 million at September 30, 2020 and December 31, 2019, respectively 394,485 394,039 $600 million senior unsecured revolving credit facility with an effective interest rate of 2.76%, less deferred issuance costs of $2.7 million at December 31, 2019 (1) — 15,502 $450 million senior unsecured notes due 2031 with an effective interest rate of 3.86%, less a discount and deferred issuance costs of $6.3 million at September 30, 2020 443,707 — Construction loan with an effective interest rate of 6.23%, less deferred issuance costs of $0.6 million at December 31, 2019. — 32,465 Fixed rate collateralized mortgage with an effective interest rate of 4.57%, plus a fair value adjustment of $34 thousand and $0.2 million at September 30, 2020 and December 31, 2019, respectively 6,977 7,511 Economic development loans with an effective interest rate of 3.0% at September 30, 2020 and December 31, 2019, respectively 4,416 4,416 Total debt $ 1,065,286 $ 851,613 Current portion of long-term debt $ 6,977 $ 7,511 Long-term debt $ 1,058,309 $ 844,102 (1) In September 2020, the Company utilized excess cash on hand to pay down its senior unsecured revolving credit facility balance in full. As there are no outstanding borrowings at September 30, 2020 , deferred issuance costs of $2.5 million for the senior unsecured revolving credit facility are presented in non-current Other Assets in the Consolidated Balance Sheets. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Loss | The following represents the changes in accumulated other comprehensive loss, net of tax, by component for the nine months ended September 30, 2020 and 2019 : (in thousands) Loss on Cash Flow Hedge Foreign Currency Items Total Balance as of December 31, 2019 $ — $ (4,550 ) $ (4,550 ) Other comprehensive loss before reclassification — (237 ) (237 ) Net current period other comprehensive income (loss) — (237 ) (237 ) Balance as of September 30, 2020 $ — $ (4,787 ) $ (4,787 ) (in thousands) Loss on Cash Flow Hedge Foreign Currency Items Total Balance as of December 31, 2018 $ (1,436 ) $ (4,010 ) $ (5,446 ) Other comprehensive loss before reclassification — (883 ) (883 ) Amounts reclassified from accumulated other comprehensive loss 646 — 646 Net current period other comprehensive income (loss) 646 (883 ) (237 ) Balance as of September 30, 2019 $ (790 ) $ (4,893 ) $ (5,683 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule Of Fair Value Of Assets | As of September 30, 2020 and December 31, 2019 , the Company had the following assets recorded in the consolidated balance sheets measured at fair value on a recurring basis: Fair Value Measurements at Reporting Date Using (in thousands) Total Level 1 Level 2 Level 3 As of September 30, 2020 Mutual funds (1) $ 25,157 $ 25,157 $ — $ — Money market funds (1) 2,817 — 2,817 — Total $ 27,974 $ 25,157 $ 2,817 $ — As of December 31, 2019 Mutual funds (1) $ 24,927 $ 24,927 $ — $ — Money market funds (1) 2,192 — 2,192 — Total $ 27,119 $ 24,927 $ 2,192 $ — (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) | 9 Months Ended |
Sep. 30, 2020 | |
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 activity and associated income tax benefit are as follows for the three and nine months ended September 30, 2020 and 2019 : Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2020 2019 2020 2019 Stock options $ 497 $ 541 $ 1,478 $ 1,667 Restricted stock 2,206 1,954 6,249 6,100 Performance vested restricted stock units 675 1,510 (4,836 ) 3,998 Total share-based compensation expense $ 3,378 $ 4,005 $ 2,891 $ 11,765 Income tax benefit $ 805 $ 964 $ 689 $ 2,831 |
Summary Of Change In Stock-Based Award Activity | A summary of stock-based award activity as of and changes during the nine months ended September 30, 2020 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, 2020 873,895 $ 61.69 312,097 $ 75.23 330,716 $ 70.03 Granted 158,620 91.28 155,269 89.91 170,471 134.26 Performance-Based Leveraging (1) — — — — 30,116 61.31 Exercised/Vested (131,800 ) 50.82 (120,052 ) 69.40 (176,471 ) 58.68 Expired — — — — (16,117 ) 60.50 Forfeited (3,696 ) 91.28 (36,860 ) 81.98 (16,963 ) 82.25 Outstanding at September 30, 2020 897,019 $ 68.40 2.5 years 310,454 $ 84.03 321,752 $ 109.25 Options exercisable at September 30, 2020 557,664 $ 58.71 2.5 years (1) PVRSUs outstanding have been increased by 30,116 units due to the Company exceeding the targeted performance conditions contained in PVRSUs granted in prior periods which vested in the nine months ended September 30, 2020 . |
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: 2020 Grants Risk-free interest rate 0.99 % Expected volatility 20.88 % Expected life of stock option 5.9 years Dividend yield 0.99 % Requisite service period 4 years Contractual life 10 years Weighted average fair value of options granted (per option) $ 17.25 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Computation Of Basic And Diluted Earnings Per Common Share | The computation of basic and diluted earnings per common share is as follows: Three Months Ended Nine Months Ended September 30, September 30, (in thousands, except per share amounts) 2020 2019 2020 2019 Numerator: Net income $ 14,500 $ 76,239 $ 67,522 $ 180,709 Income allocated to participating securities (78 ) (463 ) (378 ) (1,104 ) Net income available to common shareholders $ 14,422 $ 75,776 $ 67,144 $ 179,605 Denominator: Weighted average common shares outstanding – basic 55,106 55,366 55,167 55,346 Basic earnings per share $ 0.26 $ 1.37 $ 1.22 $ 3.25 Numerator: Net income $ 14,500 $ 76,239 $ 67,522 $ 180,709 Income allocated to participating securities (78 ) (461 ) (377 ) (1,100 ) Net income available to common shareholders $ 14,422 $ 75,778 $ 67,145 $ 179,609 Denominator: Weighted average common shares outstanding – basic 55,106 55,366 55,167 55,346 Diluted effect of stock options and PVRSUs 304 260 273 269 Weighted average common shares outstanding – diluted 55,410 55,626 55,440 55,615 Diluted earnings per share $ 0.26 $ 1.36 $ 1.21 $ 3.23 |
Reportable Segment Information
Reportable Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule Of Financial Information For Company's Franchising Segment | The following table presents the financial information for the Company's segments: Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 (in thousands) Hotel Corporate & Intersegment Eliminations Consolidated Hotel Corporate & Intersegment Eliminations Consolidated Revenues $ 204,717 $ 6,368 $ (314 ) $ 210,771 $ 301,280 $ 10,209 $ (757 ) $ 310,732 Operating income (loss) $ 70,940 $ (19,874 ) $ — $ 51,066 $ 116,227 $ (13,807 ) $ — $ 102,420 Income (loss) before income taxes $ 69,208 $ (45,114 ) $ — $ 24,094 $ 109,828 $ (23,904 ) $ — $ 85,924 Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 (in thousands) Hotel Corporate & Intersegment Eliminations Consolidated Hotel Corporate & Intersegment Eliminations Consolidated Revenues $ 560,082 $ 21,785 $ (1,188 ) $ 580,679 $ 829,901 $ 17,592 $ (757 ) $ 846,736 Operating income (loss) $ 154,770 $ (49,514 ) $ — $ 105,256 $ 306,020 $ (56,013 ) $ — $ 250,007 Income (loss) before income taxes $ 147,598 $ (95,983 ) $ — $ 51,615 $ 296,469 $ (79,912 ) $ — $ 216,557 |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accounting standards update | us-gaap:AccountingStandardsUpdate201613Member | us-gaap:AccountingStandardsUpdate201613Member | |
Retained earnings | $ 1,016,635 | $ 1,016,635 | $ 968,833 |
Provision for credit losses | $ 3,700 | $ 14,600 | |
Cumulative Effect, Period of Adoption, Adjustment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Retained earnings | $ 6,800 |
Revenue - Textual (Details)
Revenue - Textual (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Redemption of loyalty points period | 36 months | |||
Revenue, remaining performance obligation | $ 158,500 | $ 158,500 | ||
Revenues | 210,403 | $ 310,422 | 579,574 | $ 845,885 |
Revenues | 210,771 | 310,732 | 580,679 | 846,736 |
Royalty fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 79,666 | 113,688 | 200,157 | 300,468 |
Corporate & Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 6,400 | 10,200 | 21,800 | 17,600 |
Revenues | 6,368 | 10,209 | 21,785 | 17,592 |
Intersegment Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | (314) | (757) | (1,188) | (757) |
Intersegment Eliminations | Royalty fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ (300) | $ (800) | $ (1,200) | $ (800) |
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 | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Changes in Contract Liability [Roll Forward] | |
Contract with customer, liability, beginning | $ 163,847 |
Increases to the contract liability balance due to cash received | 50,719 |
Revenue recognized in the period | (56,061) |
Contract with customer, liability, ending | $ 158,505 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | $ 210,403 | $ 310,422 | $ 579,574 | $ 845,885 |
Non-Topic 606 revenues | 368 | 310 | 1,105 | 851 |
Total revenues | 210,771 | 310,732 | 580,679 | 846,736 |
Over time | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 195,499 | 297,730 | 525,675 | 783,163 |
Point in time | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 14,904 | 12,692 | 53,899 | 62,722 |
Royalty fees | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 79,666 | 113,688 | 200,157 | 300,468 |
Royalty fees | Over time | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 79,666 | 113,688 | 200,157 | 300,468 |
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 | 6,071 | 6,741 | 20,031 | 20,223 |
Initial franchise and relicensing fees | Over time | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 6,071 | 6,741 | 20,031 | 20,223 |
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 | 10,115 | 14,814 | 34,609 | 47,590 |
Procurement services | Over time | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 9,620 | 14,084 | 33,069 | 45,219 |
Procurement services | Point in time | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 495 | 730 | 1,540 | 2,371 |
Marketing and reservation system | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 107,141 | 157,024 | 297,203 | 439,553 |
Marketing and reservation system | Over time | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 93,327 | 146,263 | 247,092 | 380,544 |
Marketing and reservation system | Point in time | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 13,814 | 10,761 | 50,111 | 59,009 |
Owned hotels | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 4,093 | 8,661 | 15,407 | 8,661 |
Total revenues | 4,201 | 8,710 | 15,731 | 8,710 |
Owned hotels | Over time | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 3,498 | 7,460 | 13,159 | 7,460 |
Owned hotels | Point in time | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 595 | 1,201 | 2,248 | 1,201 |
Other | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 3,317 | 9,494 | 12,167 | 29,390 |
Total revenues | 3,577 | 9,755 | 12,948 | 30,192 |
Other | Over time | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | 3,317 | 9,494 | 12,167 | 29,249 |
Other | Point in time | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenues | $ 0 | $ 0 | $ 0 | $ 141 |
Notes Receivable and Allowanc_3
Notes Receivable and Allowance for Credit Losses - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Notes Receivable and Allowance for Losses [Line Items] | |||
Notes receivable | $ 139,712 | $ 133,014 | |
Accounting standards update | us-gaap:AccountingStandardsUpdate201613Member | us-gaap:AccountingStandardsUpdate201613Member | |
Loan reserves | $ 16,295 | $ 4,556 | $ 4,685 |
Retained earnings | 1,016,635 | 968,833 | |
Loans and financing receivable | 97,809 | 103,054 | |
Mezzanine & Other Notes Receivable | Impaired Loans | |||
Notes Receivable and Allowance for Losses [Line Items] | |||
Average notes receivable, nonaccrual status | 28,900 | 1,700 | |
Variable Interest Entity, Not Primary Beneficiary | Mezzanine & Other Notes Receivable | |||
Notes Receivable and Allowance for Losses [Line Items] | |||
Loans and financing receivable | 121,500 | 126,500 | |
Variable Interest Entity, Not Primary Beneficiary | Interest Rate Below Market Reduction | Mezzanine & Other Notes Receivable | |||
Notes Receivable and Allowance for Losses [Line Items] | |||
Loans and financing receivable | 13,100 | 16,300 | |
Receivable with Imputed Interest, discount | $ 1,000 | 1,300 | |
Cumulative Effect, Period of Adoption. Adjusted Balance | Accounting Standards Update 2016-13 | |||
Notes Receivable and Allowance for Losses [Line Items] | |||
Loan reserves | 12,900 | ||
Cumulative Effect, Period of Adoption, Adjustment | |||
Notes Receivable and Allowance for Losses [Line Items] | |||
Loan reserves | 8,348 | ||
Retained earnings | $ 6,800 |
Notes Receivable and Allowanc_4
Notes Receivable and Allowance for Credit Losses - Schedule Of Notes Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Notes Receivable and Allowance for Losses [Line Items] | |||
Notes receivable | $ 139,712 | $ 133,014 | |
Total allowance for notes receivable credit losses | 16,295 | 4,556 | $ 4,685 |
Total notes receivable, net of allowance | 123,417 | 128,458 | |
Current portion, net of allowance | 25,608 | 25,404 | |
Long-term portion, net of allowance | 97,809 | 103,054 | |
Senior | |||
Notes Receivable and Allowance for Losses [Line Items] | |||
Notes receivable | 105,592 | 98,545 | |
Subordinated | |||
Notes Receivable and Allowance for Losses [Line Items] | |||
Notes receivable | 32,667 | 32,153 | |
Unsecured | |||
Notes Receivable and Allowance for Losses [Line Items] | |||
Notes receivable | $ 1,453 | $ 2,316 |
Notes Receivable and Allowanc_5
Notes Receivable and Allowance for Credit Losses - Credit Quality Indicator (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Notes Receivable and Allowance for Losses [Line Items] | ||
2020 | $ 0 | |
2019 | 30,736 | |
2018 | 26,950 | |
Prior | 82,026 | |
Total | 139,712 | $ 133,014 |
Senior | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
2020 | 0 | |
2019 | 28,297 | |
2018 | 15,432 | |
Prior | 61,863 | |
Total | 105,592 | 98,545 |
Subordinated | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
2020 | 0 | |
2019 | 2,439 | |
2018 | 10,981 | |
Prior | 19,247 | |
Total | 32,667 | 32,153 |
Unsecured | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
2020 | 0 | |
2019 | 0 | |
2018 | 537 | |
Prior | 916 | |
Total | $ 1,453 | $ 2,316 |
Notes Receivable and Allowanc_6
Notes Receivable and Allowance for Credit Losses - Allowance for Credit Loss Rollforward (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 4,556 | $ 4,685 |
Loan reserves | 4,556 | 4,685 |
Provision for Loan and Lease Losses | 4,302 | 0 |
Write-offs | (911) | (129) |
Ending balance | 16,295 | 4,556 |
Cumulative Effect, Period of Adoption, Adjustment | ||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | 8,348 | |
Loan reserves | $ 8,348 | 8,348 |
Ending balance | $ 8,348 |
Notes Receivable and Allowanc_7
Notes Receivable and Allowance for Credit Losses - Past Due Balances Of Mezzanine And Other Notes Receivable (Details) - Mezzanine & Other Notes Receivable - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | $ 17,641 | $ 0 |
Current | 122,071 | 133,014 |
Total Notes Receivable | 139,712 | 133,014 |
Senior | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 15,432 | 0 |
Current | 90,160 | 98,545 |
Total Notes Receivable | 105,592 | 98,545 |
Subordinated | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 2,209 | 0 |
Current | 30,458 | 32,153 |
Total Notes Receivable | 32,667 | 32,153 |
Unsecured | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 0 | 0 |
Current | 1,453 | 2,316 |
Total Notes Receivable | 1,453 | 2,316 |
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 | 17,641 | 0 |
Financing Receivables, Equal to Greater than 90 Days Past Due | Senior | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 15,432 | 0 |
Financing Receivables, Equal to Greater than 90 Days Past Due | Subordinated | ||
Notes Receivable and Allowance for Losses [Line Items] | ||
Total Past Due | 2,209 | 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 |
Investments in Unconsolidated_2
Investments in Unconsolidated Entities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Variable Interest Entity [Line Items] | |||||
Investments in joint ventures included in unconsolidated entities | $ 1,570,146 | $ 1,570,146 | $ 1,386,672 | ||
Variable Interest Entity, Not Primary Beneficiary | |||||
Variable Interest Entity [Line Items] | |||||
Investments in joint ventures included in unconsolidated entities | 71,900 | 71,900 | $ 74,400 | ||
Loss attributable to variable interest entities | $ 2,300 | $ 6,900 | $ 6,900 | $ 10,900 |
Debt - Schedule Of Components O
Debt - Schedule Of Components Of Debt (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Apr. 16, 2020 | |
Debt [Line Items] | |||
Total debt | $ 1,065,286,000 | $ 851,613,000 | |
Current portion of long-term debt | 6,977,000 | 7,511,000 | |
Long-term debt | 1,058,309,000 | 844,102,000 | |
Senior | $400 Million Senior Notes Due 2022 | |||
Debt [Line Items] | |||
Total debt | 215,701,000 | 397,680,000 | |
Debt instrument face amount | $ 400,000,000 | $ 400,000,000 | |
Debt instrument effective interest rate | 6.00% | 6.00% | |
Deferred issuance costs | $ 900,000 | $ 2,300,000 | |
Senior | $400 Million Senior Unsecured Notes Due 2029 | |||
Debt [Line Items] | |||
Total debt | 394,485,000 | 394,039,000 | |
Debt instrument face amount | $ 400,000,000 | $ 400,000,000 | |
Debt instrument effective interest rate | 3.88% | 3.88% | |
Deferred issuance costs | $ 5,500,000 | $ 6,000,000 | |
Senior | $600 Million Unsecured Revolving Credit Facility | |||
Debt [Line Items] | |||
Total debt | 0 | 15,502,000 | |
Total capacity | $ 600,000,000 | ||
Debt instrument effective interest rate | 2.76% | ||
Deferred issuance costs | $ 2,700,000 | ||
Unsecured Debt | $450 Million Senior Unsecured Notes Due 2031 | |||
Debt [Line Items] | |||
Total debt | 443,707,000 | ||
Debt instrument face amount | $ 450,000,000 | ||
Debt instrument effective interest rate | 3.86% | ||
Deferred issuance costs | $ 6,300,000 | ||
Unsecured Debt | $250 Million Unsecured Term Loan | |||
Debt [Line Items] | |||
Total debt | 0 | ||
Debt instrument face amount | $ 250,000,000 | ||
Construction Loans | |||
Debt [Line Items] | |||
Total debt | 0 | $ 32,465,000 | |
Debt instrument effective interest rate | 6.23% | ||
Deferred issuance costs | $ 600,000 | ||
Collateralized Mortgage | |||
Debt [Line Items] | |||
Total debt | $ 6,977,000 | $ 7,511,000 | |
Debt instrument effective interest rate | 4.57% | 4.57% | |
Fair value adjustment | $ 34,000 | $ 200,000 | |
Economic Development Loans | |||
Debt [Line Items] | |||
Total debt | $ 4,416,000 | $ 4,416,000 | |
Debt instrument effective interest rate | 3.00% | 3.00% | |
Other Noncurrent Assets | Senior | $600 Million Unsecured Revolving Credit Facility | |||
Debt [Line Items] | |||
Deferred issuance costs | $ 2,500,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Aug. 12, 2020 | Mar. 05, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jul. 23, 2020 | Jul. 09, 2020 | Apr. 16, 2020 | Dec. 31, 2019 |
Debt [Line Items] | ||||||||||
Loss on extinguishment of debt | $ 15,958,000 | $ 0 | $ 16,565,000 | $ 0 | ||||||
Construction Loans | ||||||||||
Debt [Line Items] | ||||||||||
Loss on extinguishment of debt | $ 600,000 | |||||||||
Repayments of debt | $ 33,100,000 | |||||||||
$600 Million Unsecured Revolving Credit Facility | Senior | ||||||||||
Debt [Line Items] | ||||||||||
Total capacity | $ 600,000,000 | |||||||||
$250 Million Unsecured Term Loan | Unsecured Debt | ||||||||||
Debt [Line Items] | ||||||||||
Debt instrument face amount | $ 250,000,000 | |||||||||
2020 Senior Notes | Senior | ||||||||||
Debt [Line Items] | ||||||||||
Debt instrument face amount | $ 450,000,000 | |||||||||
Stated interest rate | 3.70% | |||||||||
5.750% Senior Notes Due 2022 | Senior | ||||||||||
Debt [Line Items] | ||||||||||
Stated interest rate | 5.75% | |||||||||
Debt instrument, repurchased face amount | 183,400,000 | |||||||||
Debt instrument, repurchased amount | $ 197,800,000 | |||||||||
$525 Million Unsecured Revolving Credit Facility Due 2025 | Senior | ||||||||||
Debt [Line Items] | ||||||||||
Debt instrument, extension, term | 1 year | |||||||||
Total capacity | $ 525,000,000 | |||||||||
Debt Instrument, fee amount | $ 300,000 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Changes in Accumulated Other Comprehensive Loss, Net of Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||||
Beginning balance | $ (42,752) | $ (43,854) | $ (23,511) | $ (122,660) | $ (185,477) | $ (183,772) | $ (23,511) | $ (183,772) |
Other comprehensive loss before reclassification | (237) | (883) | ||||||
Amounts reclassified from accumulated other comprehensive loss | 646 | |||||||
Net current period other comprehensive income (loss) | 240 | 187 | (664) | (9) | (236) | 8 | (237) | (237) |
Ending balance | (21,404) | (42,752) | (43,854) | (56,735) | (122,660) | (185,477) | (21,404) | (56,735) |
Loss on Cash Flow Hedge | ||||||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||||
Beginning balance | 0 | (1,436) | 0 | (1,436) | ||||
Other comprehensive loss before reclassification | 0 | 0 | ||||||
Amounts reclassified from accumulated other comprehensive loss | 646 | |||||||
Net current period other comprehensive income (loss) | 0 | 646 | ||||||
Ending balance | 0 | (790) | 0 | (790) | ||||
Foreign Currency Items | ||||||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||||
Beginning balance | (4,550) | (4,010) | (4,550) | (4,010) | ||||
Other comprehensive loss before reclassification | (237) | (883) | ||||||
Amounts reclassified from accumulated other comprehensive loss | 0 | |||||||
Net current period other comprehensive income (loss) | (237) | (883) | ||||||
Ending balance | (4,787) | (4,893) | (4,787) | (4,893) | ||||
Accumulated Other Comprehensive Income (Loss) | ||||||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||||
Beginning balance | (5,027) | (5,214) | (4,550) | (5,674) | (5,438) | (5,446) | (4,550) | (5,446) |
Net current period other comprehensive income (loss) | 240 | 187 | (664) | (9) | (236) | 8 | ||
Ending balance | $ (4,787) | $ (5,027) | $ (5,214) | $ (5,683) | $ (5,674) | $ (5,438) | $ (4,787) | $ (5,683) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Amounts Reclassified from Accumulated Other Comprehensive Loss (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 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 | $ 0 | $ 600,000 | $ 0 | $ 200,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule Of Fair Value Of Assets (Details) - Fair value, measurements, recurring - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value Measurements [Line Items] | ||
Assets measured at fair value | $ 27,974 | $ 27,119 |
Mutual Funds | Investments, employee benefit plans, at fair value | ||
Fair Value Measurements [Line Items] | ||
Mutual funds and money market funds, fair value | 25,157 | 24,927 |
Money market funds | Investments, employee benefit plans, at fair value | ||
Fair Value Measurements [Line Items] | ||
Mutual funds and money market funds, fair value | 2,817 | 2,192 |
Level 1 | ||
Fair Value Measurements [Line Items] | ||
Assets measured at fair value | 25,157 | 24,927 |
Level 1 | Mutual Funds | Investments, employee benefit plans, at fair value | ||
Fair Value Measurements [Line Items] | ||
Mutual funds and money market funds, fair value | 25,157 | 24,927 |
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 | 2,817 | 2,192 |
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 | 2,817 | 2,192 |
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 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | Sep. 30, 2020 | Jul. 23, 2020 | Jul. 09, 2020 | Dec. 31, 2019 |
Senior | $400 Million Senior Notes Due 2022 | ||||
Fair Value Measurements [Line Items] | ||||
Debt instrument face amount | $ 400,000,000 | $ 400,000,000 | ||
Long-term debt | 216,600,000 | |||
Senior | $400 Million Senior Notes Due 2022 | Level 2 | ||||
Fair Value Measurements [Line Items] | ||||
Debt instrument face amount | 400,000,000 | |||
Debt instrument fair value | 231,700,000 | 432,000,000 | ||
Senior | $400 Million Senior Unsecured Notes Due 2029 | ||||
Fair Value Measurements [Line Items] | ||||
Debt instrument face amount | 400,000,000 | 400,000,000 | ||
Senior | $400 Million Senior Unsecured Notes Due 2029 | Level 2 | ||||
Fair Value Measurements [Line Items] | ||||
Debt instrument face amount | 400,000,000 | |||
Debt instrument fair value | 426,800,000 | $ 403,400,000 | ||
Senior | 5.750% Senior Notes Due 2022 | ||||
Fair Value Measurements [Line Items] | ||||
Debt instrument, repurchased face amount | $ 183,400,000 | |||
Stated interest rate | 5.75% | |||
Unsecured Debt | $450 Million Senior Unsecured Notes Due 2031 | ||||
Fair Value Measurements [Line Items] | ||||
Debt instrument face amount | 450,000,000 | |||
Debt instrument fair value | 474,700,000 | |||
Unsecured Debt | $450 Million Senior Unsecured Notes Due 2031 | Level 2 | ||||
Fair Value Measurements [Line Items] | ||||
Debt instrument face amount | $ 450,000,000 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | Jan. 01, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Operating Loss Carryforwards [Line Items] | ||||||
Effective income tax rate (percent) | 39.40% | 11.30% | (30.80%) | 16.60% | ||
Income tax benefit | $ (9,594) | $ (9,685) | $ 15,907 | $ (35,848) | ||
Valuation allowance | 5,100 | |||||
Adjustment to deferred taxes | 1,500 | |||||
Share-based compensation, excess tax benefit, amount | $ (700) | (300) | $ 3,400 | 3,300 | ||
Tax credits recognized | $ 12,200 | $ 12,200 | ||||
Foreign | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Income tax benefit | $ 30,600 | |||||
Accounting Standards Update 2016-16 | Cumulative Effect, Period of Adoption, Adjustment | Foreign | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Income tax benefit | $ 30,600 |
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 Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-Based Compensation and Capital Stock [Line Items] | ||||
Share-based compensation expense | $ 3,378 | $ 4,005 | $ 2,891 | $ 11,765 |
Income tax benefits | 805 | 964 | 689 | 2,831 |
Stock options | ||||
Share-Based Compensation and Capital Stock [Line Items] | ||||
Share-based compensation expense | 497 | 541 | 1,478 | 1,667 |
Restricted stock | ||||
Share-Based Compensation and Capital Stock [Line Items] | ||||
Share-based compensation expense | 2,206 | 1,954 | 6,249 | 6,100 |
Performance Vested Restricted Stock Units | ||||
Share-Based Compensation and Capital Stock [Line Items] | ||||
Share-based compensation expense | $ 675 | $ 1,510 | $ (4,836) | $ 3,998 |
Share-Based Compensation and _4
Share-Based Compensation and Capital Stock - Summary of Change in Stock-Based Award Activity (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | Sep. 30, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding, ending balance (in shares) | 900,000 | 900,000 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding, beginning balance (in shares) | 873,895 | |
Granted (in shares) | 158,620 | |
Exercised/vested (in shares) | (131,800) | |
Expired (in shares) | 0 | |
Forfeited (in shares) | (3,696) | |
Outstanding, ending balance (in shares) | 897,019 | 897,019 |
Options exercisable, ending balance (in shares) | 557,664 | 557,664 |
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 | $ 61.69 | |
Granted - weighted average exercise price (in dollars per share) | $ / shares | 91.28 | |
Exercised/vested - weighted average exercise price (in dollars per share) | $ / shares | 50.82 | |
Expired - weighted average exercise price (in dollars per share) | $ / shares | 0 | |
Forfeited - weighted average exercise price (in dollars per share) | $ / shares | 91.28 | |
Ending balance - weighted average exercise price (in dollars per share) | $ / shares | $ 68.40 | 68.40 |
Options exercisable, ending balance - weighted average exercise price (in dollars per share) | $ / shares | $ 58.71 | $ 58.71 |
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 | 2 years 6 months | |
Weighted average remaining contractual term - options exercisable, ending balance | 2 years 6 months | |
Restricted stock | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward] | ||
Outstanding, beginning balance (in shares) | 312,097 | |
Granted (in shares) | 155,269 | |
Exercised/vested (in shares) | (120,052) | |
Forfeited (in shares) | (36,860) | |
Outstanding, ending balance (in shares) | 310,454 | 310,454 |
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 | $ 75.23 | |
Granted - weighted average grant date fair value (in dollars per share) | $ / shares | 89.91 | |
Exercised/vested - weighted average grant date fair value (in dollars per share) | $ / shares | 69.40 | |
Forfeited - weighted average grant date fair value (in dollars per share) | $ / shares | 81.98 | |
Ending balance - weighted average grant date fair value (in dollars per share) | $ / shares | $ 84.03 | $ 84.03 |
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) | 330,716 | |
Granted (in shares) | 170,471 | |
Performance-based leveraging (in shares) | 30,116 | 30,116 |
Exercised/vested (in shares) | (176,471) | |
Expired (in shares) | (16,117) | |
Forfeited (in shares) | (16,963) | |
Outstanding, ending balance (in shares) | 321,752 | 321,752 |
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 | $ 70.03 | |
Granted - weighted average grant date fair value (in dollars per share) | $ / shares | 134.26 | |
Performance-based leveraging - weighted average grant date fair value (in dollars per share) | $ / shares | 61.31 | |
Exercised/vested - weighted average grant date fair value (in dollars per share) | $ / shares | 58.68 | |
Expired - weighted average grant date fair value (in dollars per share) | $ / shares | 60.50 | |
Forfeited - weighted average grant date fair value (in dollars per share) | $ / shares | 82.25 | |
Ending balance - weighted average grant date fair value (in dollars per share) | $ / shares | $ 109.25 | $ 109.25 |
Share-Based Compensation and _5
Share-Based Compensation and Capital Stock - Weighted Average Assumptions Of Black-Scholes Option-Pricing Model (Details) - Stock options | 9 Months Ended |
Sep. 30, 2020$ / shares | |
Share-Based Compensation and Capital Stock [Line Items] | |
Risk-free interest rate | 0.99% |
Expected volatility | 20.88% |
Expected life of stock option | 5 years 10 months 24 days |
Dividend yield | 0.99% |
Requisite service period | 4 years |
Contractual life | 10 years |
Weighted average fair value of options granted (in dollars per share) | $ 17.25 |
Share-Based Compensation and _6
Share-Based Compensation and Capital Stock - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020USD ($)shares | Sep. 30, 2020USD ($)awardtypeshares | |
Share-Based Compensation and Capital Stock [Line Items] | ||
Shares repurchased (in shares) | 0 | 548,031 |
Payments related to tax withholding for share-based compensation | $ | $ 43.3 | |
Shares redeemed for tax withholding for share based compensation (in shares) | 7,504 | 123,029 |
Cost of shares repurchased | $ | $ 0.7 | $ 11.9 |
Performance Vested Restricted Stock Units | ||
Share-Based Compensation and Capital Stock [Line Items] | ||
Types of awards granted | awardtype | 2 | |
Vesting service period of shares granted | 31 months | |
Unvested shares expected to vest (in shares) | 230,647 | |
Leveraging factor | 0.00% | |
Performance Vested Restricted Stock Units | Minimum | ||
Share-Based Compensation and Capital Stock [Line Items] | ||
Performance period, percent | 0.00% | |
Performance Vested Restricted Stock Units | Maximum | ||
Share-Based Compensation and Capital Stock [Line Items] | ||
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 | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Numerator: | ||||||||
Net income | $ 14,500 | $ (2,441) | $ 55,463 | $ 76,239 | $ 74,389 | $ 30,081 | $ 67,522 | $ 180,709 |
Income allocated to participating securities | (78) | (463) | (378) | (1,104) | ||||
Net income available to common shareholders | $ 14,422 | $ 75,776 | $ 67,144 | $ 179,605 | ||||
Denominator: | ||||||||
Weighted average common shares outstanding – basic (in shares) | 55,106 | 55,366 | 55,167 | 55,346 | ||||
Basic earnings per share (in dollars per share) | $ 0.26 | $ 1.37 | $ 1.22 | $ 3.25 | ||||
Numerator: | ||||||||
Income allocated to participating securities | $ (78) | $ (461) | $ (377) | $ (1,100) | ||||
Net income available to common shareholders | $ 14,422 | $ 75,778 | $ 67,145 | $ 179,609 | ||||
Denominator: | ||||||||
Weighted average common shares outstanding – basic (in shares) | 55,106 | 55,366 | 55,167 | 55,346 | ||||
Diluted effect of stock options and PVRSUs (in shares) | 304 | 260 | 273 | 269 | ||||
Weighted average common shares outstanding – diluted (in shares) | 55,410 | 55,626 | 55,440 | 55,615 | ||||
Diluted earnings per share (in dollars per share) | $ 0.26 | $ 1.36 | $ 1.21 | $ 3.23 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Outstanding stock options (in shares) | 900,000 | 900,000 | 900,000 | 900,000 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from EPS computation (in shares) | 200,000 | 0 | 200,000 | 200,000 |
Performance Vested Restricted Stock Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
PVRSUs excluded from EPS calculation due to performance conditions not met (in shares) | 314,795 | 233,713 |
Reportable Segment Informatio_2
Reportable Segment Information - Narrative (Details) | Sep. 30, 2020brand |
Segment Reporting [Abstract] | |
Number of brands | 14 |
Reportable Segment Informatio_3
Reportable Segment Information - Schedule Of Financial Information For Company's Franchising Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Reportable Segment Information [Line Items] | ||||
Revenues | $ 210,771 | $ 310,732 | $ 580,679 | $ 846,736 |
Operating income (loss) | 51,066 | 102,420 | 105,256 | 250,007 |
Income (loss) before income taxes | 24,094 | 85,924 | 51,615 | 216,557 |
Corporate & Other | ||||
Reportable Segment Information [Line Items] | ||||
Revenues | 6,368 | 10,209 | 21,785 | 17,592 |
Operating income (loss) | (19,874) | (13,807) | (49,514) | (56,013) |
Income (loss) before income taxes | (45,114) | (23,904) | (95,983) | (79,912) |
Intersegment Eliminations | ||||
Reportable Segment Information [Line Items] | ||||
Revenues | (314) | (757) | (1,188) | (757) |
Operating income (loss) | 0 | 0 | 0 | 0 |
Income (loss) before income taxes | 0 | 0 | 0 | 0 |
Hotel Franchising | Operating Segments | ||||
Reportable Segment Information [Line Items] | ||||
Revenues | 204,717 | 301,280 | 560,082 | 829,901 |
Operating income (loss) | 70,940 | 116,227 | 154,770 | 306,020 |
Income (loss) before income taxes | $ 69,208 | $ 109,828 | $ 147,598 | $ 296,469 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Mar. 05, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Commitments and Contingencies [Line Items] | |||||
Limited payment guaranties | $ 5,700,000 | $ 5,700,000 | |||
Other commitment | 1,000,000 | 1,000,000 | |||
Other commitment, payment | 0 | 0 | |||
Construction loan | 34,900,000 | 34,900,000 | |||
Loss on extinguishment of debt | 15,958,000 | $ 0 | 16,565,000 | $ 0 | |
Forgivable Notes Receivable | |||||
Commitments and Contingencies [Line Items] | |||||
Other commitment | 290,000,000 | 290,000,000 | |||
Capital contributions to joint ventures | |||||
Commitments and Contingencies [Line Items] | |||||
Other commitment | $ 8,800,000 | $ 8,800,000 | |||
Construction Loans | |||||
Commitments and Contingencies [Line Items] | |||||
Repayments of debt | $ 33,100,000 | ||||
Loss on extinguishment of debt | $ 600,000 |
Transactions with Unconsolida_2
Transactions with Unconsolidated Joint Ventures (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Joint Venture Partner | |||||
Related Party Transaction [Line Items] | |||||
Fees earned and payroll costs reimbursed from marketing services arrangement | $ 0.5 | $ 0.8 | $ 0.9 | $ 1.7 | |
Member of Unconsolidated Joint Venture | |||||
Related Party Transaction [Line Items] | |||||
Royalty and marketing and reservation system fees | 3.6 | $ 7.4 | 10.4 | $ 19 | |
Receivables | $ 2.4 | $ 2.4 | $ 1.4 |
Impairment of Long-Lived Asse_2
Impairment of Long-Lived Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Lease term, extension option terms | 30 years | ||
Balloon payment | $ 1,065,286 | $ 1,065,286 | $ 851,613 |
Non-cash pretax long-lived impairment | 4,300 | ||
Collateralized Mortgage | |||
Property, Plant and Equipment [Line Items] | |||
Balloon payment | 6,977 | 6,977 | $ 7,511 |
Property and Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Long-Lived Assets | 11,100 | 11,100 | |
Intangible Assets | |||
Property, Plant and Equipment [Line Items] | |||
Long-Lived Assets | $ 200 | $ 200 |