Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 16, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-13393 | ||
Entity Registrant Name | CHOICE HOTELS INTERNATIONAL INC /DE | ||
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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,865,617,331 | ||
Entity Common Stock, Shares Outstanding | 55,531,656 | ||
Documents Incorporated by Reference | Certain portions of our definitive proxy statement, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the Annual Meeting of Shareholders to be held on May 7, 2021, are incorporated by reference under Part III of this Form 10-K. | ||
Entity Central Index Key | 0001046311 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
REVENUES | |||
Topic 606 revenues | $ 774,072 | $ 1,114,820 | $ 1,041,304 |
Total revenues | 774,072 | 1,114,820 | 1,041,304 |
OPERATING EXPENSES | |||
Selling, general and administrative | 148,524 | 168,833 | 170,027 |
Depreciation and amortization | 25,831 | 18,828 | 14,330 |
Marketing and reservation system | 446,847 | 579,139 | 534,266 |
Owned hotels | 16,066 | 14,448 | 0 |
Total operating expenses | 637,268 | 781,248 | 718,623 |
Impairment of goodwill | 0 | (3,097) | (4,289) |
Impairment of long-lived assets | (14,751) | (7,259) | 0 |
Loss on sale of business | 0 | (4,674) | 0 |
Gain on sale of assets, net | 0 | 100 | 82 |
Operating income | 122,053 | 318,642 | 318,474 |
OTHER INCOME AND EXPENSES, NET | |||
Interest expense | 49,028 | 46,807 | 45,908 |
Interest income | (7,688) | (9,996) | (7,452) |
Loss on extinguishment of debt | 16,565 | 7,188 | 0 |
Other (gain) loss | (4,147) | (4,862) | 1,437 |
Equity in net loss of affiliates | 15,289 | 9,576 | 5,323 |
Total other income and expenses, net | 69,047 | 48,713 | 45,216 |
Income before income taxes | 53,006 | 269,929 | 273,258 |
Income tax (benefit) expense | (22,381) | 47,051 | 56,903 |
Net income | $ 75,387 | $ 222,878 | $ 216,355 |
Earnings Per Share, Basic [Abstract] | |||
Basic earnings per share (in dollars per share) | $ 1.36 | $ 4 | $ 3.83 |
Diluted earnings per share (in dollars per share) | $ 1.35 | $ 3.98 | $ 3.80 |
Royalty fees | |||
REVENUES | |||
Topic 606 revenues | $ 263,308 | $ 388,151 | $ 376,676 |
Initial franchise and relicensing fees | |||
REVENUES | |||
Topic 606 revenues | 25,906 | 27,489 | 26,072 |
Procurement services | |||
REVENUES | |||
Topic 606 revenues | 45,242 | 61,429 | 52,088 |
Marketing and reservation system | |||
REVENUES | |||
Topic 606 revenues | 402,568 | 577,426 | 543,677 |
Owned hotels | |||
REVENUES | |||
Total revenues | 20,168 | 20,282 | 0 |
Other | |||
REVENUES | |||
Total revenues | $ 16,880 | $ 40,043 | $ 42,791 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 75,387 | $ 222,878 | $ 216,355 |
Other comprehensive income (loss), net of tax: | |||
Amortization of loss on cash flow hedge | 0 | 1,436 | 862 |
Foreign currency translation adjustment | (96) | (540) | (1,609) |
Other comprehensive income (loss), net of tax | (96) | 896 | (747) |
Comprehensive income | $ 75,291 | $ 223,774 | $ 215,608 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 234,779 | $ 33,766 |
Receivables (net of allowance for credit losses of $59,424 and $18,482, respectively) | 149,921 | 141,566 |
Income taxes receivable | 4,186 | 11,126 |
Notes receivable | 28,227 | 26,265 |
Less: Allowance for notes receivable credit losses | (4,179) | (861) |
Other current assets | 19,980 | 24,727 |
Total current assets | 432,914 | 236,589 |
Property and equipment, at cost, net | 334,901 | 351,502 |
Operating lease right-of-use assets | 17,688 | 24,088 |
Goodwill | 159,196 | 159,196 |
Intangible assets, net | 303,725 | 290,421 |
Notes receivable | 111,090 | 106,749 |
Less: Allowance for notes receivable credit losses | (15,305) | (3,695) |
Investments, employee benefit plans, at fair value | 29,104 | 24,978 |
Investments in unconsolidated entities | 57,879 | 78,655 |
Deferred income taxes | 67,745 | 20,747 |
Other assets | 88,396 | 97,442 |
Total assets | 1,587,333 | 1,386,672 |
Current liabilities | ||
Accounts payable | 83,329 | 73,449 |
Accrued expenses and other current liabilities | 78,920 | 90,364 |
Deferred revenue | 50,290 | 71,594 |
Liability for guest loyalty program | 43,308 | 82,970 |
Current portion of long-term debt | 0 | 7,511 |
Total current liabilities | 255,847 | 325,888 |
Long-term debt | 1,058,738 | 844,102 |
Long-term deferred revenue | 122,406 | 112,662 |
Deferred compensation and retirement plan obligations | 33,756 | 29,949 |
Income taxes payable | 23,394 | 26,147 |
Operating lease liabilities | 12,739 | 21,270 |
Liability for guest loyalty program | 77,071 | 46,698 |
Other liabilities | 9,134 | 3,467 |
Total liabilities | 1,593,085 | 1,410,183 |
Commitments and Contingencies | ||
Common stock, $0.01 par value; 160,000,000 shares authorized; 95,065,638 shares issued at December 31, 2020 and December 31, 2019; 55,535,554 and 55,702,628 shares outstanding at December 31, 2020 and December 31, 2019, respectively | 951 | 951 |
Additional paid-in-capital | 233,921 | 231,160 |
Accumulated other comprehensive loss | (4,646) | (4,550) |
Treasury stock, at cost; 39,530,084 and 39,363,010 shares at December 31, 2020 and December 31, 2019, respectively | (1,260,478) | (1,219,905) |
Retained earnings | 1,024,500 | 968,833 |
Total shareholders’ deficit | (5,752) | (23,511) |
Total liabilities and shareholders’ deficit | $ 1,587,333 | $ 1,386,672 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Allowance for doubtful accounts | $ 59,424 | $ 18,482 |
SHAREHOLDERS' DEFICIT | ||
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) | 55,535,554 | 55,702,628 |
Treasury stock, shares (in shares) | 39,530,084 | 39,363,010 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income | $ 75,387 | $ 222,878 | $ 216,355 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 25,831 | 18,828 | 14,330 |
Depreciation and amortization - marketing and reservation system | 22,625 | 17,294 | 19,597 |
Franchise agreement acquisition cost amortization | 11,310 | 7,992 | 9,239 |
Impairment of goodwill | 0 | 3,097 | 4,289 |
Impairment of long-lived assets | 14,751 | 7,259 | 0 |
Loss on sale of business | 0 | 4,674 | 0 |
Loss on debt extinguishment | 16,565 | 7,188 | 0 |
Gain on disposal of assets, net | 0 | (2,103) | (56) |
Non-cash stock compensation and other charges | 9,690 | 17,615 | 15,986 |
Non-cash interest and other investment (income) loss | (6,723) | (4,010) | 3,695 |
Deferred income taxes | (44,826) | 9,810 | (3,510) |
Equity in net losses from unconsolidated joint ventures, less distributions received | 15,439 | 12,562 | 7,389 |
Franchise agreement acquisition costs, net of reimbursements | (36,479) | (38,944) | (52,929) |
Change in working capital and other, net of acquisition | 6,491 | (13,584) | 8,511 |
Net cash provided by operating activities | 110,061 | 270,556 | 242,896 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Investment in property and equipment | (33,603) | (57,342) | (47,673) |
Investment in intangible assets | (1,359) | (6,699) | (1,803) |
Proceeds from sales of assets | 0 | 10,585 | 3,053 |
Asset acquisitions, net of cash acquired | 0 | (168,954) | (3,179) |
Proceeds from sale of unconsolidated joint venture | 7,435 | 8,937 | 0 |
Proceeds from sale of tax credits for rehabilitation of historic building | 9,197 | 0 | 0 |
Business acquisition, net of cash acquired | 0 | 0 | (231,317) |
Payment on business disposition, net | 0 | (10,783) | 0 |
Contributions to equity method investments | (5,454) | (27,828) | (9,604) |
Distributions from equity method investments | 3,363 | 10,241 | 1,429 |
Purchases of investments, employee benefit plans | (2,562) | (3,175) | (2,895) |
Proceeds from sales of investments, employee benefit plans | 2,478 | 2,217 | 2,825 |
Issuance of notes receivable | (9,845) | (20,722) | (36,045) |
Collections of notes receivable | 6,494 | 14,231 | 4,997 |
Other items, net | (623) | (1,875) | (1,040) |
Net cash used in investing activities | (24,479) | (251,167) | (321,252) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from issuance of long term debt | 0 | 422,376 | 9,037 |
Proceeds from issuance of Term Loan | 249,500 | 0 | 0 |
Proceeds from issuance of 2020 Senior Notes | 447,723 | 0 | 0 |
Net (repayments) borrowings pursuant to revolving credit facilities | (18,480) | (72,400) | 20,600 |
Principal payments on long-term debt | (473,857) | (250,497) | (603) |
Payments to extinguish long-term debt | (14,347) | (6,312) | 0 |
Debt issuance costs | (4,620) | (3,936) | (2,590) |
Purchases of treasury stock | (55,450) | (50,638) | (148,679) |
Dividends paid | (25,274) | (48,089) | (48,715) |
(Payments on) proceeds from transfer of interest in notes receivable | 0 | (24,409) | 173 |
Proceeds from exercise of stock options | 10,203 | 21,410 | 41,360 |
Net cash provided by (used in) financing activities | 115,398 | (12,495) | (129,417) |
Net change in cash and cash equivalents | 200,980 | 6,894 | (207,773) |
Effect of foreign exchange rate changes on cash and cash equivalents | 33 | 230 | (921) |
Cash and cash equivalents at beginning of period | 33,766 | 26,642 | 235,336 |
Cash and cash equivalents at end of period | 234,779 | 33,766 | 26,642 |
Cash payments during the year for | |||
Income taxes, net of refunds | 8,605 | 41,859 | 77,357 |
Interest, net of capitalized interest | 45,145 | 48,179 | 43,254 |
Non-cash investing and financing activities | |||
Dividends declared but not paid | 0 | 12,535 | 11,977 |
Investment in property, equipment and intangibles acquired in accounts payable and accrued liabilities | $ 1,421 | $ 959 | $ 5,949 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Deficit - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | [2] | Common Stock | Additional Paid-in- Capital | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Retained Earnings | Retained EarningsCumulative Effect, Period of Adoption, Adjustment | [2] | |
Beginning balance (in shares) at Dec. 31, 2017 | 56,679,968 | ||||||||||
Beginning balance at Dec. 31, 2017 | $ (258,601) | $ 951 | $ 182,448 | $ (4,699) | $ (1,064,573) | $ 627,272 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income | 216,355 | 216,355 | |||||||||
Other comprehensive income (loss) | (747) | (747) | |||||||||
Share based payment activity (in shares) | 918,397 | ||||||||||
Share based payment activity | 56,349 | 30,722 | 25,627 | ||||||||
Dividends declared ($0.215 per share) | (48,449) | (48,449) | |||||||||
Treasury purchases (in shares) | (1,919,158) | ||||||||||
Treasury purchases | (148,679) | (148,679) | |||||||||
Ending balance (in shares) at Dec. 31, 2018 | 55,679,207 | ||||||||||
Ending balance at Dec. 31, 2018 | $ (183,772) | $ 951 | 213,170 | (5,446) | (1,187,625) | 795,178 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | ||||||||||
Net income | $ 222,878 | 222,878 | |||||||||
Other comprehensive income (loss) | 896 | 896 | |||||||||
Share based payment activity (in shares) | 654,694 | ||||||||||
Share based payment activity | 38,056 | 19,698 | 18,358 | ||||||||
Dividends declared ($0.215 per share) | (48,609) | (48,609) | |||||||||
Treasury purchases (in shares) | (631,273) | ||||||||||
Treasury purchases | (50,638) | (50,638) | |||||||||
Other | [1] | $ (2,322) | (1,708) | (614) | |||||||
Ending balance (in shares) at Dec. 31, 2019 | 55,702,628 | 55,702,628 | |||||||||
Ending balance at Dec. 31, 2019 | $ (23,511) | $ (6,831) | $ 951 | 231,160 | (4,550) | (1,219,905) | 968,833 | $ (6,831) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income | 75,387 | 75,387 | |||||||||
Other comprehensive income (loss) | (96) | (96) | |||||||||
Share based payment activity (in shares) | [3] | 506,953 | |||||||||
Share based payment activity | [3] | 17,201 | 2,761 | 14,877 | (437) | ||||||
Dividends declared ($0.215 per share) | [3] | (12,452) | (12,452) | ||||||||
Treasury purchases (in shares) | (674,027) | ||||||||||
Treasury purchases | $ (55,450) | (55,450) | |||||||||
Ending balance (in shares) at Dec. 31, 2020 | 55,535,554 | 55,535,554 | |||||||||
Ending balance at Dec. 31, 2020 | $ (5,752) | $ 951 | $ 233,921 | $ (4,646) | $ (1,260,478) | $ 1,024,500 | |||||
[1] | (1) Impacts of i) adoption of Topic 606 related to a foreign joint venture accounted for as an equity method investment on Retained Earnings and ii) transaction resulting in an increase in ownership of a consolidated joint venture on Additional Paid-in-Capital. | ||||||||||
[2] | (2) Reflects the cumulative effect of Topic 326, which was adopted on January 1, 2020. Refer to Note 1 for additional details. | ||||||||||
[3] | (3) 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 while the pandemic is significantly impacting travel. During 2020, accumulated 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) - $ / shares | Feb. 28, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Dividends declared (in dollars per share) | $ 0.215 | $ 0.215 | |||||||||
Common Stock | |||||||||||
Dividends declared (in dollars per share) | $ 0.215 | $ 0.215 | $ 0.215 | $ 0.215 | $ 0.215 | $ 0.215 | $ 0.215 | $ 0.87 | $ 0.86 | ||
Common stock dividends, percentage increase | 5.00% | ||||||||||
Common stock dividends, periodic payment (in dollars per share) | $ 0.225 | $ 0.225 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements of Choice Hotels International, Inc. and its subsidiaries (together the "Company") have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"). All significant intercompany accounts and transactions have been eliminated in consolidation. The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In the opinion of management, the accompanying consolidated financial statements include all normal and recurring adjustments that are necessary to fairly present the consolidated financial statements. Revenue Recognition Revenues are primarily derived from franchise agreements with third-party hotel owners. The majority of the Company’s performance obligations are a series of distinct services, as described in more detail below, for which the Company receives variable consideration through franchise fees. The Company enters into franchise agreements to provide franchisees with a limited non-exclusive license to utilize the Company’s registered brand trade names and trademarks, marketing and reservation services, and other miscellaneous franchise services. These agreements typically have an initial term from 10 to 30 years, with provisions permitting franchisees or the Company to terminate the franchise agreement upon designated anniversaries of the hotel opening before the end of the initial term. An up-front initial or relicensing fee is assessed to third-party hotel owners to affiliate with our brands, which is typically paid prior to agreement execution and is non-refundable. After hotel opening, fees are typically generated based on a percentage of gross room revenues or as designated transactions and events occur (such as when a reservation is delivered to the hotel through a specified channel) and are due to the Company in the following month. The franchise agreements are comprised of multiple performance obligations, which may require significant judgment in identifying. The primary performance obligations are as follows: • License of brand intellectual property and related services (“brand intellectual property”): Grants the right to access the Company’s intellectual property associated with brand trade names, trademarks, reservation systems, property management systems and related services. • Material rights for free or discounted goods or services to hotel guests: Primarily consists of the points issued under the Company’s guest loyalty program, Choice Privileges. Brand intellectual property Fees generated from brand intellectual property are recognized to revenue over time as hotel owners pay for access to these services for the duration of the franchise agreement. Franchise fees are typically based on the sales or usage of the underlying hotel, with the exception of fixed up-front fees that usually represent an insignificant portion of the transaction price. The variable consideration is recognizable after the completion of a hotel stay. As a result, variable transaction price is determined for the period when the underlying gross room revenues and transactions or events which generate fees are known. Franchise fees include the following: • Royalty fees . Royalty fees are earned in exchange for a license to brand intellectual property typically based on a percentage of gross room revenues. These fees are billed and collected monthly and revenues are recognized in the same period that the underlying gross room revenues are earned by the Company’s franchisees. • Initial franchise and relicensing fees . 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 fees are recognized as revenue ratably as services are provided over the enforceable period of the franchise agreement. The enforceable period is the period from hotel opening to the first point the franchisee or the Company can terminate the franchise agreement without incurring a significant penalty. Deferred revenues from initial and relicensing fees will typically be recognized over a five • Other revenue. Other revenue is a combination of miscellaneous non-marketing and reservation system fees, inclusive of quality assurance, non-compliance and franchisee training fees, and is recognized in the period the designated transaction or event has occurred. The Company’s franchise agreements require the payment of marketing and reservation system fees. The Company is obligated to use these marketing and reservation system fees to provide marketing and reservation services such as advertising, providing a centralized reservation and property management system, providing reservation and revenue management services, and performing certain franchise services to support the operation of the overall franchise system. These services are comprised of multiple fees including the following: • Fees based on a percentage of gross room revenues are recognized in the period the gross room revenue was earned, based on the underlying hotel’s sales or usage. • Fees based on the occurrence of a designated transaction or event are recognized in the period the transaction or event occurred. • System implementation fees charged to franchisees are deferred and recognized as revenue over the enforceable period of the franchise agreement. • Marketing and reservation system activities also include revenues generated from the Company’s guest loyalty program. The revenue recognition of this program is discussed in Material rights for free or discounted goods or services to hotel guests below . Marketing and reservation system expenses are those expenses incurred to facilitate the delivery of marketing and reservation system services, including direct expenses and an allocation of costs for certain administrative activities required to carry out marketing and reservation services. Marketing and reservation system expenses are recognized as services are incurred or goods are received, and as such may not equal marketing and reservation system revenues in a specific period but are expected to equal revenues earned from franchisees over time. The Company’s franchise agreements provide the Company the right to advance monies to the franchise system when the needs of the system surpass the balances currently available and recover such advances in future periods through additional fee assessments or reduced spending. During the years ended December 31, 2020, and 2019, marketing and reservation system expenses exceeded revenues by $44.3 million and $1.7 million, respectively. During the year ended December 31, 2018, marketing and reservation system revenues exceeded expenses by $9.4 million. The deficit generated during the year ended December 31, 2020 is a result of lower marketing and reservation fees generated and incremental spend by the Company to support franchisees during the COVID-19 pandemic. Material rights for free or discounted goods or services to hotel guests Choice Privileges is the Company’s frequent guest loyalty program, which enables members to earn points based on their spending levels with the Company’s franchisees. The points, which the Company accumulates and tracks on the members’ behalf, may be redeemed for free accommodations or other benefits (e.g., gift cards to participating retailers). The Company collects from franchisees a percentage of loyalty program members’ gross room revenue from completed stays to operate the program. At such time points are redeemed for free accommodations or other benefits, the Company reimburses franchisees or third parties based on a rate derived in accordance with the franchise or vendor agreement. 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 transaction price is variable and determined in the period when the loyalty points are earned and the underlying gross room revenues are known. No loyalty program revenues are recognized at the time the loyalty points are issued. The Company is an agent in coordinating delivery of the services between the loyalty program member and franchisee or third party, and as a result, revenues are recognized net of the cost of redemptions. The estimated fair value of future redemptions is reflected in current and non-current Liability for guest loyalty program in our consolidated balance sheets. The liability for guest loyalty program is developed based on an estimate of the eventual redemption rates and point values using various actuarial methods. These significant judgments determine the required point liability attributable to outstanding points, which is relieved as redemption costs are processed. 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 (“breakage”). 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. As of December 31, 2020, the current and non-current deferred revenue balances are $23.0 million and $40.6 million, respectively. Loyalty points are typically redeemed within three years of issuance. Loyalty program point redemption revenues are recognized within marketing and reservation system revenue in the consolidated statements of income. The Company also earns revenues on contracts incidental to the support of operations for franchised hotels, including purchasing operations. Partnership Agreements The Company maintains various agreements with third-party partners, including the co-branding of the Choice Privileges credit card. The agreements typically provide for use of the Company’s marks, limited access to the Company’s distribution channels, and sale of Choice Privileges points, in exchange for fees primarily comprising variable consideration paid each month. Choice Privileges members can earn points through participation in the partner’s program. Partnership agreements include multiple performance obligations. The primary performance obligations are brand intellectual property and material rights for free or discounted goods or services to hotel guests. Allocation of fixed and variable consideration to the performance obligations is based on standalone selling price as estimated based on market and income methods, which represent significant judgments. The amounts allocated to brand intellectual property are recognized on a gross basis over time using the output measure of time elapsed, primarily within Procurement services revenue. The amounts allocated to material rights for free or discounted goods or services to hotel guests are recognized to revenue as points are redeemed including an estimate of breakage, primarily within marketing and reservation system revenue. Qualified Vendors The Company generates procurement services revenues from qualified vendors. Procurement services revenues are generally based on marketing services provided by the Company on behalf of the qualified vendors to hotel owners and guests. The Company provides these services in exchange for either fixed consideration or a percentage of revenues earned by the qualified vendor pertaining to purchases by the Company’s franchisees or guests. Fixed consideration is paid in installments based on a contractual schedule, with an initial payment typically due at contract execution. Variable consideration is typically paid quarterly after sales to franchisees or guests have occurred. Qualified vendor agreements comprise a single performance obligation, which is satisfied over time based on the access afforded and services provided to the qualified vendor for the stated duration of the agreement. Fixed consideration is allocated and recognized ratably to each period over the term of the agreement. Variable consideration is determined and recognized in the period when sales to franchisees or guests from vendors are known or cash payment has been remitted. Qualified vendor revenues are recognized within procurement services revenue. Other The Company is party to other non-franchising agreements that generate revenue within Other revenue in the consolidated statements of income which are primarily SaaS arrangements for non-franchised hoteliers. SaaS agreements typically include fixed consideration for installment and other initiation fees paid at contract onset, and variable consideration for recurring subscription revenue paid monthly. SaaS agreements comprise a single performance obligation, which is satisfied over time based on the access to the software for the stated duration of the agreement. Fixed consideration is allocated and recognized ratably to each period over the term of the agreement. Variable consideration is determined at the conclusion of each period, and allocated to and recognized in the current period. Owned Hotels The Company owned five hotels at December 31, 2020 and December 31, 2019, from which the Company derives revenues. As a hotel owner, the Company has performance obligations to provide accommodations to hotel guests and in return the Company earns a nightly fee for an agreed upon period that is generally payable at the time the hotel guest checks out of the hotel. The Company typically satisfies the performance obligations over the length of the stay and recognizes the revenue on a daily basis, as the hotel rooms are occupied and services are rendered. Other ancillary goods and services at owned hotels are purchased independently of the hotel stay at standalone selling prices and are considered separate performance obligations, which are satisfied at the point in time when the related good or service is provided to the guest. These primarily consist of food and beverage, incidentals and parking fees. Sales Taxes The Company presents taxes collected from customers and remitted to governmental authorities on a net basis and, therefore, they are excluded from revenues in the consolidated financial statements. Accounts & Notes Receivable and Allowances for Credit Losses Refer to the Recently Adopted Accounting Standards section below and Note 4. Advertising Costs The Company expenses advertising costs as the advertising occurs. Advertising expense was $88.5 million, $158.4 million, and $141.8 million for the years ended December 31, 2020, 2019 and 2018, respectively. The Company includes advertising costs primarily in marketing and reservation system expenses in the consolidated statements of income. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a maturity of three months or less at the date of purchase to be cash equivalents. The Company maintains cash balances in domestic banks, which, at times, may exceed the limits of amounts insured by the Federal Deposit Insurance Corporation. In addition, the Company also maintains cash balances in international banks which do not provide deposit insurance. Capitalization Policies Property and equipment are recorded at cost and depreciated for financial reporting purposes using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lease term or their useful lives. Major renovations and replacements incurred during construction are capitalized. Costs for computer software developed for internal use are capitalized during the application development stage and amortized using the straight-line method over the estimated useful lives of the software. Software licenses pertaining to cloud computing arrangements that are capitalized are amortized using the straight-line method over the shorter of the cloud computing arrangement term or their useful lives. The Company capitalizes interest incurred during construction of property and equipment. Interest capitalized as a cost of property and equipment totaled $0.1 million and $0.2 million for the years ended December 31, 2020 and 2019. As construction in progress and software development are completed and placed in service, they are transferred to appropriate property and equipment categories and depreciation begins. Upon sale or retirement of property, the cost and related accumulated depreciation are eliminated from the accounts and any related gain or loss is recognized in the consolidated statements of income. Maintenance, repairs and minor replacements are charged to expense as incurred. A summary of the ranges of estimated useful lives upon which depreciation rates are based follows: Computer equipment and software 2 - 7 years Buildings and leasehold improvements 10 - 40 years Furniture, fixtures, vehicles and equipment 3 - 10 years Assets Held for Sale The Company considers assets to be held for sale when all of the following criteria are met: • Management commits to a plan to sell an asset; • It is unlikely that the disposal plan will be significantly modified or discontinued; • The asset is available for immediate sale in its present condition; • Actions required to complete the sale of the asset have been initiated; • Sale of the asset is probable and the Company expects the completed sale will occur within one year; and • The asset is actively being marketed for sale at a price that is reasonable given its current market value. Upon designation as an asset held for sale, the Company records the carrying value of each asset at the lower of its carrying value or its estimated fair value, less estimated costs to sell, and ceases recording depreciation. If at any time these criteria are no longer met, subject to certain exceptions, the assets previously classified as held for sale are reclassified as held and used and measured individually at the lower of (a) the carrying amount before the asset was classified as held for sale, adjusted for any depreciation or amortization expense that would have been recognized had the asset been continuously classified as held and used, or (b) the fair value at the date of the subsequent decision not to sell. Valuation of Long-Lived Assets, Intangibles, and Goodwill The Company evaluates the potential impairment of property and equipment and other long-lived assets, including franchise rights and other intangible assets with definite lives, annually or earlier upon the occurrence of an event or when other circumstances indicate that the Company may not be able to recover the carrying value of the asset. When indicators of impairment are present, recoverability is assessed based on undiscounted expected cash flows. If the undiscounted expected cash flows are less than the carrying amount of the assets, an impairment charge is recorded for the excess of the carrying value over the fair value of the asset. The fair value of intangibles and long-lived assets are estimated primarily using undiscounted cash flow analyses. Significant management judgment is involved in evaluating indicators of impairment and developing any required projections to test for recoverability or estimate the fair value of an asset. Furthermore, if management uses different projections or if different conditions occur in future periods, future-operating results could be materially impacted. The Company did not identify any indicators of impairment of long-lived assets from the Hotel Franchising reporting unit during the years ended December 31, 2020, 2019 and 2018, other than impairments on franchise sales commission assets and franchise agreement acquisition cost intangibles resulting from terminations of franchisees from the Choice system as discussed in Note 2. During 2020, the Company recognized impairments of long-lived assets attributable to a commercial office building and a real estate parcel. During 2019, the Company recognized impairments of long-lived assets attributable to the SaaS for vacation rentals reporting unit. Refer to Note 6. The Company evaluates the impairment of goodwill and intangible assets with indefinite lives annually as of December 31 or earlier upon the occurrence of substantive unfavorable changes in economic conditions, industry trends, costs, cash flows, or ongoing declines in market capitalization that indicate that the Company may not be able to recover the carrying amount of the asset. In evaluating these assets for impairment, the Company may elect to first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit or the indefinite lived intangible asset is less than its carrying amount. If the conclusion is that it is not more likely than not that the fair value of the asset is less than its carrying value, then no further testing is required. If the conclusion is that it is more likely than not that the fair value of the asset is less than its carrying value, then a quantitative impairment test is performed whereby the carrying value is compared to the fair value of the asset and an impairment charge is recognized for any excess. The Company may elect to forgo the qualitative assessment and move directly to the quantitative impairment tests for goodwill and indefinite-lived intangibles. The Company determines the fair value of its reporting units and indefinite-lived intangibles using income and market methods. Goodwill is allocated to the Company's reporting units, which are determined by the availability of discrete financial information relied upon by segment management. As of December 31, 2020, the Company's goodwill is allocated to the Hotel Franchising reporting unit. The Company performed the qualitative impairment analysis for the Hotel Franchising reporting unit, concluding that it is more likely than not that the fair value of the reporting unit is greater than its carrying amount. As such, a quantitative test was not required and no impairment was recorded. Historically, goodwill has been partially allocated to the SaaS for vacation rentals reporting unit. The Company performed the quantitative test for the SaaS for vacation rentals reporting unit during the fourth quarter of 2018 and first quarter of 2019 determining that the carrying value of the reporting unit exceeded the fair value. As a result, the Company recognized a goodwill impairment of $4.3 million and $3.1 million in the fourth quarter of 2018 and first quarter of 2019, respectively. The SaaS for vacation rentals reporting unit was sold during the second quarter of 2019, resulting in the write-off of the remaining goodwill. Refer to Note 6. Other than the SaaS for vacation rentals reporting unit, the Company did not record any impairment of goodwill or intangible assets with indefinite lives during the years ended December 31, 2020, 2019 and 2018. Variable Interest Entities In accordance with the guidance for the consolidation of variable interest entities ("VIE"), the Company identifies its variable interests and analyzes to determine if the entity in which the Company has a variable interest is a VIE. The Company's variable interests include equity investments, loans, and guaranties. Determination if a variable interest is a VIE includes both quantitative and qualitative consideration. For those entities determined to be VIEs, a further quantitative and qualitative analysis is performed to determine if the Company is deemed the primary beneficiary. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entity's economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant. The Company would consolidate those entities in which it is determined to be the primary beneficiary. As of December 31, 2020, the Company is not the primary beneficiary of any VIE. 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. Investments in unconsolidated affiliates where the Company is not deemed to be the primary beneficiary but where the Company exercises significant influence over the operating and financial policies of the investee are accounted for using the equity method. Valuation of Investments in Equity Method Investments The Company evaluates an investment in a venture for impairment when circumstances indicate that the carrying value may not be recoverable, for example due to loan defaults, significant under performance relative to historical or projected operating performance, and significant negative industry or economic trends. When there is indication that a loss in value has occurred, the Company evaluates the carrying value compared to the estimated fair value of the investment. Fair value is based upon internally-developed discounted cash flow models, third-party appraisals, and if appropriate, current estimated net sales proceeds from pending offers. If the estimated fair value is less than carrying value, management uses its judgment to determine if the decline in value is other-than-temporary. In determining this, the Company considers factors including, but not limited to, the length of time and extent of the decline, loss of values as a percentage of the cost, financial condition and near-term financial projections, the Company's intent and ability to recover the lost value, and current economic conditions. For declines in value that are deemed other-than-temporary, impairments are charged to earnings. During the year ended December 31, 2020, the Company recognized impairment charges of $7.3 million related to four separate equity method investments. The impairment charges are classified as equity in net loss of affiliates in the consolidated statements of income. Refer to Note 8. Foreign Operations The United States dollar is the functional currency of the consolidated entities operating in the United States. The functional currency for the consolidated entities operating outside of the United States is generally the currency of the primary economic environment in which the entity primarily generates and expends cash. The Company translates the financial statements of consolidated entities whose functional currency is not the United States dollar into United States dollars. The Company translates assets and liabilities at the exchange rate in effect as of the financial statement date and translates income statement accounts using the weighted average exchange rate for the period. The Company includes translation adjustments from foreign exchange and the effect of exchange rate changes on intercompany transactions of a long-term investment nature as a separate component of shareholders’ deficit. The Company reports foreign currency transaction gains and losses and the effect of inter-company transactions of a short-term or trading nature in SG&A expenses on the consolidated statements of income. Foreign currency transaction (gains) losses for the years ended December 31, 2020, 2019 and 2018 were $(0.4) million, $(0.1) million, and $0.3 million, respectively. Leases The Company determines if an arrangement is a lease and classification as operating or financing at lease inception. Operating leases are included in operating lease right-of-use ("ROU") assets, accrued expenses and other current liabilities, and operating lease liabilities on our consolidated balance sheets. At December 31, 2020 and 2019, the Company did not have any leases classified as financing. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Operating lease ROU assets are further offset by any prepaid rent, lease incentives and initial direct costs incurred. When a lease agreement does not provide an implicit rate, the Company utilizes its incremental borrowing rate based on the information available at commencement date in determining the present value of future minimum lease payments. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Variable lease payments include certain index-based changes in rent, certain non-lease components (such as maintenance and other services provided by the lessor), and other charges included in the lease. Variable lease payments are excluded from future minimum lease payments and expensed as incurred. The Company has made elections to not separate lease and non-lease components for all classes of underlying assets in which it is the lessee nor account for leases with an initial term of 12 months or less on the balance sheet. These short-term leases are expensed on a straight-line basis over the lease term. The Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases ("Topic 842") on January 1, 2019, using the optional transitional method to apply Topic 842 at the effective date rather than at the beginning of the earliest comparative period. Topic 842 did not have an impact on the Company's consolidated statements of income. Refer to Note 19. Derivatives The Company periodically uses derivative instruments as part of its overall strategy to manage exposure to market risks associated with fluctuations in interest rates. All outstanding derivative financial instruments are recognized at their fair values as assets or liabilities. The impact on earnings from recognizing the fair values of these instruments depends on their intended use, their hedge designation and their effectiveness in offsetting changes in the fair values of the exposures they are hedging. The Company does not use derivatives for trading purposes. The effective portion of changes in fair value of derivatives designated as cash flow hedging instruments are recorded as a component of accumulated other comprehensive income (loss) and the ineffective portion is reported currently in earnings. The amounts included in accumulated other comprehensive income (loss) are reclassified into earnings in the same period during which the hedged item affects earnings. Amounts reported in earnings are classified consistent with the item being hedged. The Company formally documents all relationships between its hedging instruments and hedged items at inception, including its risk management objective and strategy for establishing various hedge relationships. Cash flows from hedging instruments are classified in the consolidated statements of cash flows consistent with the items being hedged. Hedge accounting is discontinued prospectively when (i) the derivative instrument is no longer effective in offsetting changes in fair value or cash flows of the underlying hedged item, (ii) the derivative instrument expires, is sold, terminated or exercised, or (iii) designating the derivative instrument as a hedge is no longer appropriate. The effectiveness of derivative instruments is assessed at inception and on an ongoing basis. At December 31, 2020 and 2019, there were no outstanding derivative positions. Recently Adopted Accounting Standards In June 2016, the Financial Accounting Standards Board ("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 scope and provisions of Topic 326 impact the allowance for the Company's notes a |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 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 executed 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. Significant changes in the contract liabilities balances during 2020 are as follows: (in thousands) Balance as of December 31, 2019 $ 163,847 Increases to the contract liability balance due to cash received 69,116 Revenue recognized in the period (76,736) Balance as of December 31, 2020 $ 156,227 Remaining Performance Obligations The aggregate transaction price allocated to unsatisfied or partially unsatisfied performance obligations is $156.2 million as of December 31, 2020. This amount represents fixed transaction price that will be recognized as revenue in future periods, which is primarily captured in the balance sheet as current and non-current deferred revenue. Based on practical expedient elections permitted by ASU 2014-09, Revenue From Contracts with Customers (Topic 606) and subsequent amendments ("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 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. Capitalized Franchise Agreement Costs Sales commissions earned by Company personnel upon execution of a franchise agreement (“franchise sales commissions”) meet the requirement to be capitalized as an incremental cost of obtaining a contract with a customer. Capitalized franchise sales commission are amortized on a straight-line basis over the estimated benefit period of the arrangement, unless the franchise agreement is terminated and the hotel exits the system whereby remaining capitalized amounts will be expensed in the period of termination. The estimated benefit period is the Company's estimate of the duration a hotel will remain in the Choice system. Capitalized franchise sales commissions are $54.3 million and $55.7 million within Other assets as of December 31, 2020 and 2019, respectively. Amortization expense and impairment loss for the years ended December 31, 2020, 2019 and 2018 were $9.7 million, $10.0 million and $9.0 million, respectively, and are reflected within SG&A expenses. The Company makes certain payments to customers as an incentive to enter into new franchise agreements (“franchise agreement acquisition cost”). These payments are recognized as an adjustment to transaction price and capitalized as an intangible asset. Franchise agreement acquisition cost intangibles are amortized on a straight-line basis over the estimated benefit period of the arrangement as an offset to royalty fees and marketing and reservation system fees. Impairments from hotel terminations for the years ended December 31, 2020, 2019 and 2018 were $2.0 million, $1.0 million and $0.3 million, respectively, and are recorded within SG&A expenses and marketing and reservation system expenses. Disaggregation of Revenue The following table presents our revenues by over time and point in time recognition: Year Ended December 31, 2020 (in thousands) Over time Point in time Total Royalty fees $ 263,308 $ — $ 263,308 Initial franchise and relicensing fees 25,906 — 25,906 Procurement services 42,919 2,323 45,242 Marketing and reservation system 325,785 76,783 402,568 Owned hotels 16,824 2,912 19,736 Other 15,838 — 15,838 Topic 606 revenues $ 690,580 $ 82,018 772,598 Non-Topic 606 revenues 1,474 Total revenues $ 774,072 Year Ended December 31, 2019 (in thousands) Over time Point in time Total Royalty fees $ 388,151 $ — $ 388,151 Initial franchise and relicensing fees 27,489 — 27,489 Procurement services 58,248 3,181 61,429 Marketing and reservation system 499,368 78,058 577,426 Owned hotels 17,345 2,821 20,166 Other 38,860 141 39,001 Topic 606 revenues $ 1,029,461 $ 84,201 1,113,662 Non-Topic 606 revenues 1,158 Total revenues $ 1,114,820 Year Ended December 31, 2018 (in thousands) Over time Point in time Total Royalty fees $ 376,676 $ — $ 376,676 Initial franchise and relicensing fees 26,072 — 26,072 Procurement services 49,496 2,592 52,088 Marketing and reservation system 490,025 53,652 543,677 Owned hotels — — — Other 40,360 1,058 41,418 Topic 606 revenues $ 982,629 $ 57,302 1,039,931 Non-Topic 606 revenues 1,373 Total revenues $ 1,041,304 Marketing and reservation system and Procurement services point in time revenues represent loyalty points redeemed by members for benefits (including with third-party partners) including adjustments to estimated redemption rates, net of the cost of redemptions of $79.1 million, $81.2 million, and $56.2 million for the years ended December 31, 2020, 2019 and 2018, respectively. Non-Topic 606 revenues represent revenue from leasing (refer to Note 19) and are presented in Owned hotels and Other revenues in the consolidated statements of income. As presented in Note 20, the Corporate & Other segment amounts represent $28.3 million, $30.7 million, and $14.3 million for the years ended December 31, 2020, 2019 and 2018, 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 $1.5 million, $1.7 million, and zero for the years ended December 31, 2020, 2019 and 2018, respectively. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Other Current Assets | Other Current Assets Other current assets consist of the following: December 31, (in thousands) 2020 2019 Prepaid expenses $ 16,164 $ 21,016 Other current assets 3,816 3,711 Total other current assets $ 19,980 $ 24,727 |
Notes Receivable and Allowance
Notes Receivable and Allowance for Losses | 12 Months Ended |
Dec. 31, 2020 | |
Accounts and Financing Receivable, after Allowance for Credit Loss [Abstract] | |
Notes Receivable and Allowance for Losses | 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. The composition of notes receivable balances based on the level of security credit quality indicator and the allowance for credit losses is as follows: December 31, (in thousands) 2020 2019 Senior $ 104,716 $ 98,545 Subordinated 33,234 32,153 Unsecured 1,367 2,316 Total notes receivable 139,317 133,014 Total allowance for notes receivable credit losses 19,484 4,556 Total notes receivable, net of allowance $ 119,833 $ 128,458 Current portion, net of allowance $ 24,048 $ 25,404 Long-term portion, net of allowance $ 95,785 $ 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 $ — $ 28,643 $ 15,200 $ 60,873 $ 104,716 Subordinated — 2,515 11,360 19,359 33,234 Unsecured — — 581 786 1,367 Total notes receivable $ — $ 31,158 $ 27,141 $ 81,018 $ 139,317 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 of $8.3 million from the previous loan allowance of $4.6 million as of December 31, 2019. The following table summarizes the activity related to the Company’s notes receivable allowance for credit losses, including the impacts of adopting Topic 326: December 31, (in thousands) 2020 2019 Beginning balance $ 4,556 $ 4,685 Reserves established from adoption of Topic 326 8,348 — Provisions for credit losses 7,634 — Write-offs (1,054) (129) Ending balance $ 19,484 $ 4,556 The provisions recorded in the year ended December 31, 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. As of December 31, 2020, one of the Company’s loans with senior and subordinated tranches met the definition of collateral-dependent and is collateralized by an operating hotel and membership interests in the borrowing entity. This loan was previously restructured with concessions to the borrower in 2019 and 2020. The Company uses a DCF technique to project cash flows based upon the underlying property. In projecting these cash flows, the Company reviewed the borrower's financial statements, economic trends, industry projections for the market, and comparable sales capitalization rates. These nonrecurring fair value measurements are considered to be in level three of the fair value measurement hierarchy as there are unobservable inputs, which are significant to the overall fair value. Based on this analysis, the fair value of the collateral secures the carrying value of the loan to a significant extent. As of December 31, 2020, the Company's provision for credit losses attributable to this loan is $7.8 million. As a result of the COVID-19 pandemic, the Company extended interest deferral terms on certain notes receivable. The Company considers loans to be past due and in default when payments are not made when due in accordance with then current loan provisions or terms extended to borrowers, including loans with concessions or interest deferral. 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 based on then current loan provisions. The amortized cost basis of notes receivable on non-accrual status was $28.9 million and $1.7 million at December 31, 2020 and 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 $0.8 million and $1.3 million as of the years ended December 31, 2020 and 2019, respectively. These discounts are reflected as a reduction of the outstanding loan amounts and are amortized over the life of the related loan. The past due status by credit quality indicator of the notes receivable amortized cost basis are as follows: (in thousands) 30-89 days > 90 days Total Current Total Notes Receivable As of December 31, 2020 Senior $ — $ 15,200 $ 15,200 $ 89,516 $ 104,716 Subordinated — 2,209 2,209 31,025 33,234 Unsecured — — — 1,367 1,367 $ — $ 17,409 $ 17,409 $ 121,908 $ 139,317 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 December 31, 2020. Refer to Note 23. Variable Interest through Notes Issued The Company has issued notes receivables to certain entities that have created variable interests in these borrowers totaling $119.3 million and $126.5 million at December 31, 2020 and 2019, respectively. The Company has determined that it is not the primary beneficiary of these VIEs. These loans have stated fixed and/or variable interest amounts. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment The components of property and equipment are: December 31, (in thousands) 2020 2019 Land and land improvements $ 29,001 $ 29,648 Construction in progress and software under development 30,776 20,138 Computer equipment and software 217,594 197,665 Buildings and leasehold improvements 218,421 229,961 Furniture, fixtures, vehicles and equipment 62,530 60,798 Property and equipment, at cost 558,322 538,210 Less: Accumulated depreciation and amortization (223,421) (186,708) Property and equipment, at cost, net $ 334,901 $ 351,502 Unamortized capitalized software development costs at December 31, 2020 and 2019 totaled $52.2 million and $45.2 million, respectively. Amortization of software development costs for the years ended December 31, 2020, 2019 and 2018 totaled $14.6 million, $9.7 million, and $11.2 million, respectively. Depreciation expense, excluding amounts attributable to marketing and reservation activities, for the years ended December 31, 2020, 2019 and 2018 was $16.9 million, $9.7 million and $5.5 million, respectively. In the third quarter of 2019, the Company completed an asset acquisition for four Cambria Hotels with a total net asset basis of $194.0 million. Refer to Note 24. During the third quarter of 2020, the Company recognized a non-cash pre-tax long-lived asset group impairment charge for a commercial office building in the amount of $4.3 million. Refer to Note 6. |
Goodwill, Impairment of Assets,
Goodwill, Impairment of Assets, and Loss on Sale of Business | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Impairment of Assets and Loss on Sale of Business | Goodwill, Impairment of Assets, and Loss on Sale of Business Goodwill The following table details the carrying amount of our goodwill: December 31, (in thousands) 2020 2019 Goodwill $ 166,774 $ 173,070 Accumulated impairment losses (7,578) (7,578) Disposition — (6,296) Goodwill, net carrying amount $ 159,196 $ 159,196 The following is a summary of changes in the carrying amount of goodwill: (in thousands) December 31, 2019 Acquisitions Foreign Exchange Impairment Disposition December 31, 2020 Hotel Franchising $ 159,196 $ — $ — $ — $ — $ 159,196 Other — — — — — — Total $ 159,196 $ — $ — $ — $ — $ 159,196 (in thousands) December 31, 2018 Acquisitions Foreign Exchange Impairment Disposition December 31, 2019 Hotel Franchising $ 159,196 $ — $ — $ — $ — $ 159,196 Other 9,800 — (407) (3,097) (6,296) — Total $ 168,996 $ — $ (407) $ (3,097) $ (6,296) $ 159,196 Goodwill has historically been allocated to two reporting units: (1) Hotel Franchising and (2) SaaS for vacation rentals ("Other" in the table above). Activity by reporting unit in the current and prior periods is organized by reporting unit below. Hotel Franchising The Company assessed the qualitative factors attributable to the Hotel Franchising reporting unit and determined it is not more likely than not that the fair value of the reporting unit is less than its carrying amount. The Hotel Franchising reporting unit is included in the Hotel Franchising reportable segment in Note 20. SaaS for vacation rentals Fourth Quarter of 2018 evaluation The Company acquired the SaaS for vacation rentals reporting unit on August 11, 2015 as a complementary adjacent business line to its Vacation Rentals initiative with the intention of leveraging the established SaaS based platform to acquire new customers and expand into new markets. During the period from acquisition through 2017, the performance of the reporting unit was in line with the assumptions at the time the acquisition was consummated. In the fourth quarter of 2018, the Company concluded the reporting unit did not achieve the annual revenue and customer acquisition targets. As part of the Company’s long range planning process, the Company assessed the long-term prospects for the reporting unit, determining certain investments are required to maintain the growth trajectory and achieve the customer acquisition assumed at the time of the acquisition. The Company elected not to make these investments as there was no longer a strategic alignment with the Vacation Rentals initiative. In contemplation of this strategic shift in combination with lower than expected revenues and customer acquisition in 2018, the Company revised its future outlook for the reporting unit. To estimate a fair value for the reporting unit, the Company utilized a combination of market and income approach valuation methods via quoted market prices, market multiples of comparable businesses, and performance of a discounted cash flow analysis. During 2018, the Company early adopted ASU 2017-04, Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment ("ASU 2017-04"), which eliminated Step 2 from the goodwill impairment test. Based on the guidance in ASU 2017-04, the Company recognized a non-cash pre-tax impairment charge on the SaaS for vacation rentals reporting unit's goodwill in the amount by which the carrying amount exceeded fair value of $4.3 million. Prior to performing the goodwill impairment test, the Company assessed if any indicators of impairment were present in the long-lived assets related to the SaaS for vacation rentals reporting unit, including intangible assets. We concluded the reporting unit’s long-lived assets were not impaired as of December 31, 2018. As of December 31, 2018, the $9.8 million of carrying value remaining in Other goodwill was fully attributable to the SaaS for vacation rentals reporting unit. First Quarter of 2019 evaluation On January 29, 2019, the Company became aware that a key customer of the SaaS for vacation rentals reporting unit provided the unit’s management team with a letter purporting to terminate the customer’s contract. The unit’s management team asserted, and the Company believed, that the purported termination notice was not valid. The customer was contemplated in the SaaS for vacation rentals reporting unit's projected revenues, and the Company determined that the unit’s receipt of the purported termination notice, even though the validity of the notice was being actively contested by the unit, represented a triggering event which required an interim reevaluation of the reporting unit's long-lived assets group and goodwill in the first quarter of 2019. The long-lived assets of the SaaS for vacation rentals reporting unit were comprised of $4.3 million of intangible assets, $1.7 million of operating lease ROU assets, and $1.3 million of property and equipment. The long-lived asset group was determined to be at the SaaS for vacation rentals reporting unit level. Recoverability of the long-lived asset group was assessed based on undiscounted expected cash flows of the asset group, which were less than the carrying amount of the asset group. An impairment charge was recorded for the excess of the carrying value over the fair value of the asset group. To estimate the fair value of the long-lived asset group, the Company utilized a combination of income and market approach valuation methods via performance of a discounted cash flow analysis and quoted market prices. The Company recognized a non-cash pre-tax long-lived asset group impairment charge for the full amount of SaaS for vacation rentals long-lived assets of $7.3 million. The carrying value of the SaaS for vacation rentals reporting unit was adjusted after the $7.3 million long-lived asset impairment. The adjusted carrying value exceeded the fair value of the reporting unit by $3.1 million, resulting in an additional non-cash pre-tax impairment charge on the SaaS for vacation rentals reporting unit's goodwill in this amount. As of March 31, 2019, the carrying value of the reporting unit's goodwill was $6.4 million. Second Quarter of 2019 evaluation On June 3, 2019, the SaaS for vacation rentals reporting unit was sold. As a result of costs incurred in completing the disposition and the derecognition of net assets of the reporting unit, including the remaining goodwill of $6.3 million, the Company recognized a loss on sale of $4.7 million. The results of the SaaS for vacation rentals reporting unit prior to the disposition are included in the Corporate & Other segment in Note 20. The impairment charges and loss on sale did not have an impact on the Company's liquidity or calculation of financial covenants under existing debt arrangements. Long-lived asset group impairments Commercial office building 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 was in December 2020 and the tenant had extension options for up to 30 years. Prior to initial lease term expiration, the tenant provided notice that the lease renewal options would not be exercised. Management identified this as a triggering event requiring the interim reevaluation of the commercial office building's long-lived assets. The long-lived asset group had a carrying value prior to recoverability evaluation of $11.1 million in property and equipment and $0.2 million in intangible assets as of September 30, 2020. During the third quarter of 2020, recoverability of the long-lived asset group was assessed based on undiscounted expected cash flows of the asset group aligned with management’s present long-term strategy for the building, and management concluded the undiscounted expected cash flows were less than the carrying amount of the asset group. An impairment charge was recorded for the excess of the carrying value over the fair value of the asset group. To estimate the fair value of the long-lived asset group, the Company utilized a combination of 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 during the third quarter of 2020. The results of the commercial office building are included in the Corporate & Other segment in Note 20. The impairment charge does not have an impact on the Company's liquidity or compliance with financial covenants under existing debt arrangements. Real estate parcel The Company purchases real estate as part of its program to incent franchise development in strategic markets for the Cambria brand. The real estate is classified in other assets to the extent it is not presently under active construction. During the third quarter of 2018, the Company purchased the remaining membership interests in a VIE previously accounted for under the equity method of accounting. The VIE held a real estate parcel and the purchase was accounted for an asset acquisition. The financial results of the 100% owned entity have been consolidated in the Company's financial statements since August 2018. The real estate parcel represents a long-lived asset group with a carrying value prior to recoverability evaluation of $29.5 million in other assets as of December 31, 2020. Based on the impact of the COVID-19 pandemic, the Company’s assessment of the highest and best use of the real estate parcel changed and, therefore, the recoverability of the long-lived asset group was re-assessed based on undiscounted expected cash flows of the asset group from a sale, which were less than the carrying value 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 market approach valuation methods. The Company recognized a non-cash pre-tax long-lived asset group impairment charge in the amount of $9.2 million during the fourth quarter of 2020. The results of the real estate parcel are included in the Corporate & Other segment in Note 20. The impairment charge does not have an impact on the Company's liquidity or compliance with financial covenants under existing debt arrangements. |
Intangible assets
Intangible assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | Intangible Assets The components of the Company's intangible assets are as follows: As of December 31, 2020 As of December 31, 2019 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value Franchise Rights (1) $ 190,714 $ 98,027 $ 92,687 $ 190,637 $ 90,280 $ 100,357 Franchise Agreement Acquisition Costs (2) 223,536 43,036 180,500 198,352 41,667 156,685 Trademarks & Other (3) 17,810 13,937 3,873 17,341 12,595 4,746 Capitalized SaaS Licenses (4) 11,779 8,128 3,651 10,880 5,261 5,619 Total amortizing intangible assets 443,839 163,128 280,711 417,210 149,803 267,407 Trademarks (non-amortizing) (5) 23,014 — 23,014 23,014 — 23,014 Total intangible assets $ 466,853 $ 163,128 $ 303,725 $ 440,224 $ 149,803 $ 290,421 (1) Represents the purchase price assigned to long-term franchise contracts. The unamortized balance relates primarily to the acquisition of the WoodSpring franchise rights. The franchise rights are being amortized over lives ranging from 12 to 20 years on a straight-line basis. (2) Represents certain payments to customers as an incentive to enter into new franchise agreements generally amortized as an offset to royalty fees and marketing and reservation system fees over lives ranging from 5 to 30 years on a straight-line basis commencing at hotel opening. Gross and accumulated amortization amounts are written off upon full amortization recognition, including at termination of an associated franchise agreement. Refer to Note 2. (3) Represents definite-lived trademarks and other various amortizing assets generally amortized on a straight-line basis over a period of 8 years to 40 years. (4) Represents software licenses capitalized under a SaaS agreement generally amortized on a straight-line basis over a period of 3 to 5 years. (5) Represents the purchase price assigned to the WoodSpring and Suburban trademarks at acquisition. The trademarks are expected to generate future cash flows for an indefinite period of time and therefore are non-amortizing. Amortization expense for the years ended December 31, 2020, 2019 and 2018 amounted to $23.6 million, $19.4 million, and $19.4 million, respectively. The estimated annual amortization expense related to the Company’s amortizing intangible assets for each of the years ending December 31, 2021 through 2025 is as follows: (in thousands) 2021 $ 22,129 2022 $ 20,428 2023 $ 18,961 2024 $ 18,579 2025 $ 18,042 During the year ended 2019, the SaaS for vacation rentals reporting unit experienced a triggering event requiring the interim reevaluation of the reporting unit's long-lived assets group resulting in the recognition of an impairment of $7.3 million. The reporting unit was subsequently sold. Refer to Note 6. |
Investments in Unconsolidated E
Investments in Unconsolidated Entities | 12 Months Ended |
Dec. 31, 2020 | |
Equity Method Investments and Joint Ventures [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 $56.9 million and $74.4 million on the consolidated balance sheets at December 31, 2020 and 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. The Company has determined that it is not the primary beneficiary of any of these VIEs, however it does exercise significant influence through its equity ownership and as a result the investment in these entities is accounted for under the equity method. The Company's maximum exposure to losses related to its investments in VIEs is limited to its equity investments as well as certain guaranties as described in Note 23 of these financial statements. For the years ended December 31, 2020, 2019 and 2018, the Company recognized losses, inclusive of impairments and gains or losses upon sale, totaling $15.4 million, $11.3 million and $8.0 million from the investment in these entities, respectively. During the year ended December 31, 2020, the Company recognized impairment charges of $7.3 million related to four separate equity method investments. The Company assessed the estimated fair value of each investment on an individual basis and derived the value from observable prices from offers received for either the underlying collateral or the ownership interest of the unconsolidated joint venture, comparable market transactions, and DCF techniques to project cash flows based upon the underlying property. Based on these analyses, in each case the Company determined that the fair market value declined below the carrying value and the decline is other-than-temporary. As a result, the Company recorded impairment charges from the carrying value to the estimated fair value for each investment. The impairment charges are classified as equity in net loss of affiliates in the consolidated statements of income and captured in the Hotel Franchising reportable segment in Note 20. During the third quarter of 2019, the Company redeemed the remaining 60% ownership interest in four of the hotels under the equity method investment and sold its 40% ownership interest in the fifth hotel. Following the redemption, the Company consolidated the operations of the four acquired hotels, and recognized a $6.0 million loss on the sale of the fifth hotel which is recorded in equity in net loss of affiliates. The financial results of the 100% owned hotels have been consolidated in the Company's financial statements since July 23, 2019. Refer to Note 24. Equity method investment ownership interests at December 31, 2020 and 2019 are as follows: Ownership Interest December 31, 2020 December 31, 2019 Main Street WP Hotel Associates, LLC 50 % 50 % CS Hotel 30W46th, LLC 25 % 25 % CS Brickell, LLC (2) — % 50 % CS Hotel West Orange, LLC 50 % 50 % Hotel JV Services, LLC (1), (3) — % 16 % City Market Hotel Development, LLC 43 % 43 % CS Woodlands, LLC 50 % 50 % 926 James M. Wood Boulevard, LLC 75 % 75 % CS Dallas Elm, LLC 45 % 45 % Choice Hotels Canada, Inc. (1) 50 % 50 % Pine Street Long Beach LLC 50 % 50 % SY Valley Vineyard Resorts LLC 50 % 50 % CS Lakeside Santa Clara LLC 50 % 50 % BL 219 Holdco, LP 50 % 50 % Integrated 32 West Randolph LLC 20 % 20 % (1) Non-VIE investments (2) During the fourth quarter of 2020, the Company sold its ownership interest in the equity method investment recognizing a gain of $1.1 million. (3) During the second quarter of 2020, the Company terminated its ownership interest in the equity method investment and recognized a loss of $0.6 million. The following tables present summarized financial information for all unconsolidated ventures in which the Company holds an investment that is accounted for under the equity method: Year Ended December 31, (in thousands) 2020 2019 2018 Revenues $ 30,364 $ 109,896 $ 118,324 Operating (loss) income (6,494) 12,617 11,790 Income (loss) from continuing operations (18,366) (1,400) 1,658 Net (loss) income $ (18,977) $ (2,564) $ 477 As of December 31, (in thousands) 2020 2019 Current assets $ 21,046 $ 53,324 Non-current assets 364,531 390,881 Total assets $ 385,577 $ 444,205 Current liabilities $ 25,735 $ 27,583 Non-current liabilities 263,459 261,039 Total liabilities $ 289,194 $ 288,622 The Company extends loans to various unconsolidated joint ventures or members of our unconsolidated joint ventures. The Company has a total principal balance on these loans of $90.7 million and $96.0 million as of December 31, 2020 and December 31, 2019, respectively. These loans mature at various dates and bear interest at fixed and variable rates that is typically payable monthly. The Company signed a management fee arrangement for marketing services with a joint venture partner. For the years ended December 31, 2020, 2019 and 2018, fees earned and payroll costs reimbursed under this arrangement totaled $1.3 million, $2.3 million and $1.7 million, respectively. The Company entered into franchise agreements with certain of the unconsolidated joint ventures listed within Note 8. Pursuant to these franchise agreements, the Company recorded royalty and marketing and reservation system fees of approximately $13.9 million, $25.2 million, and $25.4 million for the years ended December 31, 2020, 2019 and 2018, respectively. The Company recorded $2.4 million and $1.4 million as a receivable due from these joint ventures as of December 31, 2020 and 2019, respectively. |
Other Assets
Other Assets | 3 Months Ended |
Dec. 31, 2020 | |
Other Assets [Abstract] | |
Other Assets | Other Assets Other assets consist of the following at: December 31, (in thousands) 2020 2019 Land and buildings $ 20,303 $ 29,700 Capitalized franchise sales commissions (refer to Note 2) 54,272 55,662 Other assets 13,821 12,080 Total other assets $ 88,396 $ 97,442 Land and buildings represents the Company's purchase of real estate as part of its program to incent franchise development in strategic markets for the Cambria Hotels brand and is classified as Other Assets as the real estate is not presently under active construction. The Company recognized a non-cash pre-tax long-lived asset group impairment charge for a real estate parcel in the amount of $9.2 million during the fourth quarter of 2020. Refer to Note 6. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: December 31, (in thousands) 2020 2019 Accrued compensation and benefits $ 37,454 $ 41,939 Accrued interest 14,712 12,954 Dividends payable (1) — 12,535 Termination benefits 2,837 1,782 Income taxes payable 7,041 — Current operating lease liabilities 10,603 10,099 Other liabilities and contingencies 6,273 11,055 Total $ 78,920 $ 90,364 |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Revenue and Credits [Abstract] | |
Deferred Revenue | Deferred Revenue Deferred revenue consists of the following: December 31, (in thousands) 2020 2019 Initial franchising and relicensing fees $ 97,340 $ 106,196 Loyalty programs 63,625 60,428 System implementation fees 6,760 7,986 Procurement services fees 2,508 6,037 Other 2,463 3,609 Total deferred revenue $ 172,696 $ 184,256 Current portion $ 50,290 $ 71,594 Long-term portion $ 122,406 $ 112,662 Refer to Note 2 for revenue recognition policies resulting in the deferral of revenue, including loyalty programs and the relationship between the loyalty programs deferred revenue and the liability for the guest loyalty program. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consists of the following: December 31, (in thousands) 2020 2019 $400 million senior unsecured notes due 2022 with an effective interest rate of 6.0% less deferred issuance costs of $0.7 million and $2.3 million at December 31, 2020 and December 31, 2019, respectively $ 215,827 $ 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 $5.4 million and $6.0 million at December 31, 2020 and December 31, 2019, respectively 394,635 394,039 $600 million senior unsecured 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 $6.1 million at December 31, 2020 443,860 — 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 $0.2 million at December 31, 2019 — 7,511 Economic development loans with an effective interest rate of 3.0% at December 31, 2020 and December 31, 2019, respectively 4,416 4,416 Total debt $ 1,058,738 $ 851,613 Less current portion — 7,511 Total long-term debt $ 1,058,738 $ 844,102 (1) During the third quarter of 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 December 31, 2020, deferred issuance costs of $2.4 million for the senior unsecured revolving credit facility are presented in other assets in the consolidated balance sheets. Scheduled principal maturities of debt, net of unamortized discounts, premiums and deferred issuance costs, as of December 31, 2020 were as follows: (in thousands) Senior Notes Other Notes Total 2021 — — — 2022 215,827 — 215,827 2023 — 4,416 4,416 2024 — — — 2025 — — — Thereafter 838,495 — 838,495 Total payments $ 1,054,322 $ 4,416 $ 1,058,738 Restated Senior Unsecured Credit Facility On August 20, 2018, the Company entered into the Restated Senior Unsecured Credit Agreement (the "Restated Credit Agreement"), which amended and restated the Company’s existing senior unsecured revolving credit agreement, dated July 21, 2015. The Restated Credit Agreement provides for a $600 million unsecured credit facility with a maturity date of August 20, 2023, subject to optional one-year extensions that can be requested by the Company prior to each of the first, second and third anniversaries of the closing date of the Restated Credit Agreement. The effectiveness of such extensions are subject to the consent of the lenders under the Restated Credit Agreement and certain customary conditions. The Restated Credit Agreement also provides that up to $35 million of borrowings under the Restated Credit Agreement may be used for alternative currency loans and up to $25 million of borrowings under the Restated Credit Agreement may be used for swingline loans. The Company may from time to time designate one or more wholly owned subsidiaries of the Company as additional borrowers under the Restated Credit Agreement, subject to the consent of the lenders and certain customary conditions. On July 2, 2019, the Company exercised a one-year extension option on the Restated Credit Agreement, extending the maturity date from August 20, 2023 to August 20, 2024. On August 12, 2020, the Company exercised an additional one-year extension on the Restated Credit Agreement 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. There are no subsidiary guarantors under the Restated Credit Agreement. However, if certain subsidiaries of the Company subsequently incur certain recourse debt or become obligors in respect of certain recourse debt of the Company or certain of its other subsidiaries, the Restated Credit Agreement requires such obligated subsidiaries to guarantee the Company’s obligations under the Restated Credit Agreement (the "springing guarantee"). In the event that these subsidiary guarantees are triggered under the Restated Credit Agreement the same subsidiary guarantees would be required under the Company's $400 million senior unsecured notes due 2022 and certain hedging and bank product arrangements, if any, with lenders that are parties to the Restated Credit Agreement. On February 18, 2020, the Company entered into the First Amendment to the Amended and Restated Senior Unsecured Credit Agreement (the "Amendment") among the Company, Deutsche Bank AG New York Branch, as administrative agent and the lenders party thereto. The Amendment, among other things, removes the springing guarantee and other provisions and references in the Restated Credit Agreement related to the potential existence of subsidiary guarantors. The Company may at any time prior to the final maturity date increase the amount of the Restated Credit Agreement or add one or more term loan facilities under the Restated Credit Agreement by up to an additional $250 million in the aggregate to the extent that any one or more lenders commit to being a lender for the additional amount of such term loan facility and certain other customary conditions are met. The Restated Credit Agreement provides that the Company may elect to have borrowings bear interest at a rate equal to (i) LIBOR plus a margin ranging from 90 to 150 basis points or (ii) a base rate plus a margin ranging from 0 to 50 basis points, in each case, with the margin determined according to the Company’s senior unsecured long-term debt rating or under circumstances as set forth in the Restated Credit Agreement, the Company’s total leverage ratio in the event that such total leverage ratio is less than 2.5 to 1.0. The Restated Credit Agreement requires the Company to pay a fee on the total commitments, calculated on the basis of the actual daily amount of the commitments (regardless of usage) times a percentage per annum ranging from 0.075% to 0.25% (depending on the Company’s senior unsecured long-term debt rating or under circumstances as set forth in the Restated Credit Agreement, the Company’s total leverage ratio in the event that such total leverage ratio is less than 2.5 to 1.0). The Restated Credit Agreement requires that the Company and its restricted subsidiaries comply with various covenants, including with respect to restrictions on liens, incurring indebtedness, making investments and effecting mergers and/or asset sales. With respect to dividends, the Company may not declare or make any payment if there is an existing event of default or if the payment would create an event of default. The Restated Credit Agreement imposes financial maintenance covenants requiring the Company to maintain a consolidated fixed charge coverage ratio of at least 2.5 to 1.0 and a total leverage ratio of not more than 4.5 to 1.0 or, on up to two nonconsecutive occasions, 5.5 to 1.0 for up to three consecutive quarters following a material acquisition commencing with the fiscal quarter in which such material acquisition occurred. The Company maintains an Investment Grade Rating, as defined in the Restated Credit Agreement, and therefore is not currently required to comply with the consolidated fixed charge coverage ratio covenant. The Restated Credit Agreement includes customary events of default, the occurrence of which, following any applicable cure period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations of the Company under the Restated Credit Agreement to be immediately due and payable. At December 31, 2020, the Company was in compliance with all financial covenants under the Restated Credit Agreement. During the year ended December 31, 2020, the Company utilized excess cash on hand to pay down the senior unsecured revolving credit facility balance in full. Debt issuance costs incurred in connection with the Restated Credit Agreement are amortized on a straight-line basis, which is not materially different than the effective interest method, through maturity. Amortization of these costs is included in interest expense in the consolidated statements of income. The proceeds of the Restated Credit Agreement are generally expected to be used for general corporate purposes, including working capital, debt repayment, stock repurchases, dividends, investments and other permitted uses set forth in the Restated Credit Agreement. However, in light of uncertainty resulting from the COVID-19 pandemic, we determined to suspend future, undeclared dividends while the pandemic is significantly impacting travel and have temporarily suspended activity under our share repurchase program. Term Loan To preserve financial flexibility and liquidity during the COVID-19 pandemic, on April 16, 2020, the Company entered into a credit agreement (the "Credit Agreement"), which provided for the $250 million Term Loan (the "Term Loan") with a scheduled maturity date of April 15, 2021, subject to an optional one-year extension if requested by the Company prior to the initial maturity date. The effectiveness of such extension was subject to the consent of the lenders under the Credit Agreement and certain customary conditions. The Term Loan and all accrued but unpaid interest thereon was required to be repaid in full on the maturity date. Upon the occurrence of certain asset sales, debt issuances and equity issuances, subject to the exceptions set forth in the Credit Agreement, the Company was required to make certain mandatory principal prepayments of the Term Loan in an amount equal to 100% of the net cash proceeds of such transactions. The Credit Agreement provided that the Company may elect to have the Term Loan bear interest at a rate equal to (i) LIBOR (subject to a floor of 1.00%) plus a margin ranging from 200 to 275 basis points or (ii) a base rate plus a margin ranging from 100 to 175 basis points, in each case, with the margin determined according to the Company’s senior unsecured long-term debt rating. The Credit Agreement required that the Company and its restricted subsidiaries comply with various covenants, including with respect to restrictions on liens, incurring indebtedness, making investments and effecting mergers and/or asset sales. With respect to dividends and stock repurchases, the Company could not declare or make any payment, subject to certain exceptions set forth in the Credit Agreement, if (i) there is an existing event of default or if the payment would create an event of default or (ii) (x) the Company’s total leverage ratio exceeds 4.0 to 1.0 or (y) liquidity (defined in the Credit Agreement as the Company’s unrestricted cash and cash equivalents plus undrawn amounts under the Company’s existing senior unsecured revolving credit facility) is less than $250 million, in each case, both before or immediately after giving effect to such payment. The Credit Agreement imposed financial maintenance covenants requiring the Company to maintain a consolidated fixed charge coverage ratio of at least 2.5 to 1.0 and a total leverage ratio of not more than 4.5 to 1.0. If the Company maintained an Investment Grade Rating, as defined in the Credit Agreement, then the Company would not need to comply with the consolidated fixed charge coverage ratio covenant. The Credit Agreement included customary events of default, the occurrence of which, following any applicable cure period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations of the Company under the Credit Agreement to be immediately due and payable. The proceeds of the Term Loan were utilized to reduce borrowings on the Company’s senior unsecured revolving credit facility. The Term Loan was subsequently paid off in full in July 2020 utilizing the proceeds of the 2020 Senior Notes. In combination with the Tender Offer, the Company recorded a loss on extinguishment of debt of $16.0 million in the third quarter of 2020. Senior Unsecured Notes Due 2031 On July 23, 2020, the Company issued unsecured senior notes in the principal amount of $450 million (the "2020 Senior Notes") bearing a coupon of 3.70%. The 2020 Senior Notes will mature on January 15, 2031, with interest to be paid semi-annually on January 15th and July 15th beginning January 15, 2021. The Company used the net proceeds of the 2020 Senior Notes, after deducting underwriting discounts, commissions and other offering expenses, to repay the Term Loan in full and fund the purchase price of the 2012 Senior Notes tendered and accepted by the Company for purchase pursuant to the tender offer (discussed below under "Senior Unsecured Notes due 2022"). Interest on the 2020 Senior Notes is payable semi-annually on January 15th and July 15th of each year, commencing on January 15, 2021. The interest rate payable on the 2020 Senior Notes will be subject to adjustment based on certain rating events. The Company may redeem the 2020 Senior Notes, in whole or in part, at its option at the applicable redemption price before maturity. If the Company redeems the 2020 Senior Notes prior to October 15, 2030 (three months prior to the maturity date) (the “2020 Notes Par Call Date”), the redemption price will be equal to the greater of (a) 100% of the principal amount of the notes to be redeemed, or (b) the sum of the present values of the remaining scheduled principal and interest payments that would have been payable had the 2020 Senior Notes matured on the 2020 Notes Par Call Date, discounted to the redemption date on a semi-annual basis at the applicable Treasury Rate plus 50 basis points, plus accrued and unpaid interest. If the Company redeems the 2020 Senior Notes on or after the 2020 Notes Par Call Date, the redemption price will equal 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest. Additionally, at the option of the holders of the 2020 Senior Notes, the Company may be required to repurchase all or a portion of the 2020 Senior Notes of a holder upon the occurrence of a change of control event at a price equal to 101% of their aggregate principal amount, plus accrued and unpaid interest, to the date of repurchase. Senior Unsecured Notes Due 2029 On November 27, 2019, the Company issued unsecured senior notes in the principal amount of $400 million (the "2019 Senior Notes") at a discount of $2.4 million, bearing a coupon of 3.70% with an effective rate of 3.88%. The 2019 Senior Notes will mature on December 1, 2029, with interest to be paid semi-annually on December 1 st and June 1 st . The Company used the net proceeds of this offering, after deducting underwriting discounts, commissions and other offering expenses, to repay the previously outstanding senior notes in the principal amount of $250 million due August 28, 2020, and for working capital and other general corporate purposes. Bond discounts and debt issuance costs incurred in connection with the 2019 Senior Notes are amortized on a straight-line basis, which is not materially different than the effective interest method, through maturity. Amortization of these costs is included in interest expense in the consolidated statements of income. The Company may redeem the 2019 Senior Notes, in whole or in part, at its option at the applicable redemption price before maturity. If the Company redeems the 2019 Senior Notes prior to September 1, 2029 (three months prior to the maturity date) (the “2019 Notes Par Call Date”), the redemption price will be equal to the greater of (a) 100% of the principal amount of the notes to be redeemed, or (b) the sum of the present values of the remaining scheduled principal and interest payments that would have been payable had the 2019 Senior Notes matured on the 2019 Notes Par Call Date, discounted to the redemption date on a semi-annual basis at the applicable Treasury Rate plus 30 basis points, plus accrued and unpaid interest. If the Company redeems the 2019 Senior Notes on or after the 2019 Notes Par Call Date, the redemption price will equal 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest. Additionally, at the option of the holders of the 2019 Senior Notes, the Company may be required to repurchase all or a portion of the 2019 Senior Notes of a holder upon the occurrence of a change of control event at a price equal to 101% of their aggregate principal amount, plus accrued and unpaid interest, to the date of repurchase. Senior Unsecured Notes Due 2022 On June 27, 2012, the Company issued unsecured senior notes with a principal amount of $400 million (the "2012 Senior Notes") at par, bearing a coupon of 5.75% with an effective rate of 6.00%. The 2012 Senior Notes will mature on July 1, 2022, with interest to be paid semi-annually on January 1 st and July 1 st . The Company utilized the net proceeds of this offering, after deducting underwriting discounts, commissions and other offering expenses, together with borrowings under the Company's senior unsecured senior credit facility, to pay a special cash dividend to stockholders totaling approximately $600.7 million paid on August 23, 2012. Debt issuance costs incurred in connection with the 2012 Senior Notes are amortized, utilizing the effective interest method through maturity. Amortization of these costs is included in interest expense in the consolidated statements of income. The Company may redeem the 2012 Senior Notes at its option at a redemption price equal to the greater of (a) 100% of the principal amount of the notes to be redeemed and (b) the sum of the present values of the remaining scheduled principal and interest payments from the redemption date to the date of maturity, discounted to the redemption date on a semi-annual basis at the Treasury Rate plus 50 basis points. Additionally, at the option of the holders of the 2012 Senior Notes, the Company may be required to repurchase all or a portion of the 2012 Senior Notes of a holder upon the occurrence of a change of control event at a price equal to 101% of their aggregate principal amount, plus accrued and unpaid interest, to the date of repurchase. On July 9, 2020, the Company commenced the tender offer (the "Tender Offer") to purchase up to $160.0 million aggregate principal amount of the Company’s 2012 Senior Notes subject to increase or decrease. The Tender Offer was subsequently upsized to $180.0 million aggregate principal amount of the 2012 Notes. On July 23, 2020, the Company amended the Tender Offer by increasing the aggregate principal maximum tender amount from $180.0 million to $183.4 million. The Tender Offer settled on July 24, 2020 for $197.8 million, including an early tender premium, settlement fees, and accrued interest paid. In combination with the early pay off of the Term Loan, the Company recorded a loss on extinguishment of debt of $16.0 million in the third quarter of 2020. Construction Loan In March 2018, the Company entered into a construction loan agreement for the rehabilitation and development of a former office building into a Cambria Hotel through a consolidating joint venture with a commercial lender, which is secured by the building. The construction loan can be drawn up to $34.9 million. The construction was completed and the hotel opened in the third quarter of 2019, resulting in the satisfaction of the completion guaranty. On March 5, 2020, the Company paid off the construction loan in the amount of $33.1 million inclusive of accrued and unpaid interest and recorded a loss on extinguishment of debt of $0.6 million. Fixed Rate Collateralized Mortgage On December 30, 2014, a court awarded the Company title to an office building as settlement for a portion of an outstanding loan receivable for which the building was pledged as collateral. In conjunction with the court award, the Company also assumed the $9.5 million mortgage on the property with a fixed interest rate of 7.26%. The mortgage is collateralized by the office building, requires monthly payments of principal and interest and matures in December 2020 with a balloon payment due of $6.9 million. At the time of acquisition, the Company determined that the fixed interest rate of 7.26% exceeded market interest rates and therefore the Company increased the carrying value of the debt by $1.2 million to record the debt at fair value. The fair value adjustment will be amortized over the remaining term of the mortgage utilizing the effective interest method. The mortgage principal and outstanding interest was paid off in the amount of $6.9 million at maturity in December 2020. Economic Development Loans The Company entered into economic development agreements with various governmental entities in conjunction with the relocation of its corporate headquarters in April 2013. In accordance with these agreements, the governmental entities agreed to advance approximately $4.4 million to the Company to offset a portion of the corporate headquarters relocation and tenant improvement costs in consideration of the employment of permanent, full-time employees within the jurisdictions. At December 31, 2020, the Company had been fully advanced the amounts due pursuant to these agreements. These advances bear interest at a rate of 3% per annum. Repayment of the advances is contingent upon the Company achieving certain performance conditions. Performance conditions are measured annually on December 31 st and primarily relate to maintaining certain levels of employment within the various jurisdictions. If the Company fails to meet an annual performance condition, the Company may be required to repay a portion or all of the advances including accrued interest by April 30 th following the measurement date. Any outstanding advances at the expiration of the Company's ten-year corporate headquarters lease in 2023 will be forgiven in full. The advances will be included in long-term debt in the Company's consolidated balance sheets until the Company determines that the future performance conditions will be met over the entire term of the agreement and the Company will not be required to repay the advances. The Company accrues interest on the portion of the advances that it expects to repay. On December 28, 2020, the Company reached an agreement to amend the performance conditions and waive any defaults associated with employment levels until April 1, 2021. The Company was in compliance with all applicable current performance conditions in accordance with the amended terms of the agreement as of December 31, 2020. |
Non-Qualified Retirement, Savin
Non-Qualified Retirement, Savings and Investment Plans | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Non-Qualified Retirement, Savings and Investment Plans | Non-Qualified Retirement, Savings and Investment Plans The Company sponsors two non-qualified retirement savings and investment plans for certain employees and senior executives. Employee and Company contributions are maintained in separate irrevocable trusts. Legally, the assets of the trusts remain those of the Company; however, access to the trusts’ assets is severely restricted. The trusts cannot be revoked by the Company or an acquirer, but the assets are subject to the claims of the Company’s general creditors. The participants do not have the right to assign or transfer contractual rights in the trusts. In 2002, the Company adopted the Choice Hotels International, Inc. Executive Deferred Compensation Plan ("EDCP") which became effective January 1, 2003. Under the EDCP, certain executive officers may defer a portion of their salary into an irrevocable trust and invest these amounts in a selection of available diversified investment options. In 1997, the Company adopted the Choice Hotels International, Inc. Non-Qualified Retirement Savings and Investment Plan ("Non-Qualified Plan"). The Non-Qualified Plan allows certain employees who do not participate in the EDCP to defer a portion of their salary and invest these amounts in a selection of available diversified investment options. Under the EDCP and Non-Qualified Plan, (together, the "Deferred Compensation Plan"), the Company recorded current and long-term deferred compensation liabilities of $36.0 million and $32.1 million at December 31, 2020 and 2019, respectively, related to these deferrals and credited investment return under these two deferred compensation plans. Compensation expense is recorded in SG&A expense on the Company’s consolidated statements of income based on the change in the deferred compensation obligation related to earnings credited to participants as well as changes in the fair value of diversified investments. The net increase (decrease) in compensation expense recorded in SG&A for the years ended December 31, 2020, 2019 and 2018 were $4.5 million, $5.3 million, and $(0.7) million, respectively. Under the Deferred Compensation Plan, the Company has invested the employee salary deferrals in diversified long-term investments which are intended to provide investment returns that offset the earnings credited to the participants. The diversified investments held in the trusts totaled $31.4 million and $27.1 million as of December 31, 2020 and 2019, respectively, and are recorded at their fair value, based on quoted market prices. At December 31, 2020, the Company expects |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 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 on a recurring basis. 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 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 years ended December 31, 2020 and 2019. As of December 31, 2020 and 2019, the Company had the following assets measured at fair value on a recurring basis: Fair Value Measurements at Reporting Date Using (in thousands) Total Level 1 Level 2 Level 3 December 31, 2020 Mutual funds (1) $ 28,520 $ 28,520 $ — $ — Money market funds (1) 2,836 — 2,836 — Total $ 31,356 $ 28,520 $ 2,836 $ — 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 values 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 Restated Credit Agreement adjust frequently based on current market rates; accordingly we believe its carrying amount, when amounts are drawn, approximates fair value. The fair values of the Company's $400 million 2012 Senior Notes, $400 million 2019 Senior Notes, 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 December 31, 2020, the $216.6 million remaining 2012 Senior Notes had an approximate fair value of $232.4 million. At December 31, 2020 and 2019, the $400 million 2019 Senior Notes had an approximate fair value of $438.1 million and $403.4 million, respectively. At December 31, 2020, the $450 million 2020 Senior Notes had an approximate fair value of $498.3 million. Refer to Note 13 for further information on debt. 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 or a prudent management decision. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Total income before income taxes, classified by source of income, was as follows: Year Ended December 31, (in thousands) 2020 2019 2018 U.S. $ 38,475 $ 259,943 $ 251,056 Outside the U.S. 14,531 9,986 22,202 Income from continuing operations before income taxes $ 53,006 $ 269,929 $ 273,258 The provision for income taxes, classified by the timing and location of payment, was as follows: Year Ended December 31, (in thousands) 2020 2019 2018 Current tax expense Federal $ 14,345 $ 31,556 $ 48,941 State 4,303 10,154 8,966 Foreign 2,300 1,619 1,471 Deferred tax (benefit) expense Federal (12,333) 3,380 (1,459) State (1,953) 1,635 (959) Foreign (29,043) (1,293) (57) Income taxes $ (22,381) $ 47,051 $ 56,903 Net deferred tax assets consisted of: December 31, (in thousands) 2020 2019 Deferred tax assets: Accrued compensation $ 13,251 $ 13,070 Deferred revenue 26,430 28,436 Receivable, net 18,044 5,655 Tax credits 11,671 8,978 Operating lease liabilities 6,359 7,324 Foreign net operating losses 5,749 2,330 Non-US intellectual property 30,243 — Other 5,420 2,827 Total gross deferred tax assets 117,167 68,620 Less: Valuation allowance (20,099) (10,840) Deferred tax assets $ 97,068 $ 57,780 Deferred tax liabilities: Property, equipment and intangible assets $ (20,331) $ (22,280) Operating lease ROU assets (6,359) (7,324) Partnership interests (550) (3,002) Other (2,083) (4,427) Deferred tax liabilities (29,323) (37,033) Net deferred tax assets $ 67,745 $ 20,747 The Company assesses available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. Based on this evaluation, the Company recorded a net change to its valuation allowance of $9.3 million. In 2020, the Company identified $14.3 million of state tax credit carryforwards due to expire at various dates but no later than 2035. The Company believes that it is more likely than not that these benefits will not be realized. Accordingly, the Company has provided a valuation allowance of $11.7 million for these credits. As of December 31, 2020, the Company had foreign net operating losses ("NOLs") of $19.8 million. The Company believes that it is more likely than not that some of these benefits will not be realized. Accordingly, the Company recorded a valuation allowance of $8.4 million on the deferred tax assets related to these foreign net operating losses. We have $10.0 million of foreign NOLs with an indefinite carryforward life. The remaining NOLs with limited carryforward periods will expire beginning in 2026. 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 intercompany 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. In accordance with ASU 2016-16, the Company recorded a $34.6 million tax benefit and a corresponding deferred tax asset due to the reorganization. As of December 31, 2020, the balance of this deferred tax asset is $30.2 million, net of current year amortization utilization. Due to a decrease in the forecasted international income resulting from adverse impacts of the COVID-19 pandemic, the Company recorded a valuation allowance of $5.7 million reflecting a change in the anticipated realizability of this deferred tax asset. The statutory United States federal income tax rate reconciles to the effective income tax rates for continuing operations as follows: Year Ended December 31, 2020 2019 2018 Statutory U.S. federal income tax rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal tax benefit 4.6 % 3.5 % 2.9 % Benefits related to foreign operations (4.2) % (0.6) % (0.5) % Benefits related to compensation (5.8) % (1.3) % (1.5) % Unrecognized tax positions 4.7 % 2.0 % (0.4) % Transition Tax imposed on unrepatriated foreign earnings — % — % (0.1) % Write-down of net deferred tax assets due to U.S. rate change — % — % 0.4 % International Reorganization (65.2) % — % — % Tax credits (15.2) % (9.9) % (0.5) % Valuation allowance 17.5 % 3.4 % — % Other 0.4 % (0.7) % (0.5) % Effective income tax rates (42.2) % 17.4 % 20.8 % The Company's effective income tax rates from continuing operations were (42.2)%, 17.4% and 20.8%, for the years ended December 31, 2020, 2019 and 2018, respectively. The Tax Cuts and Jobs Act subjects a U.S. shareholder to a minimum tax on "global intangible low-taxed income" ("GILTI") earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740 No. 5, Accounting for GILTI states that an entity can make an accounting policy election to either recognize deferred taxes for temporary differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI resulting from those items in the year the tax is incurred. The Company has elected to recognize the resulting tax on GILTI as a period expense in the period the tax is incurred and has incurred tax for the year ended December 31, 2020. The effective income tax rate for the year ended December 31, 2020 was lower than the U.S. federal income tax rate of 21.0% due to the impact of our international reorganization under ASU 2016-16 (partially offset by the related valuation allowance), tax credits recognized during the year of $3.0 million, $4.2 million of excess tax benefits from share-based compensation, 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 year ended December 31, 2019 was lower than the U.S. federal income tax rate of 21% due to tax credits recognized during the year of $11.6 million, $4.4 million of excess tax benefits from share-based compensation and the impact of foreign operations, partially offset by the impact of state income taxes. As of December 31, 2020, 2019 and 2018, the Company’s gross unrecognized tax benefits totaled $10.2 million, $7.7 million, and $1.6 million, respectively. After considering the deferred income tax accounting impact, it is expected that about $6.9 million of the total as of December 31, 2020 would favorably affect the effective tax rate if resolved in the Company’s favor. The following table presents a reconciliation of the beginning and ending amounts of unrecognized tax benefits: (in thousands) 2020 2019 2018 Balance, January 1 $ 7,738 $ 1,588 $ 2,284 Changes for tax positions of prior years 1,174 4,633 (861) Increases for tax positions related to the current year 1,281 2,084 165 Settlements and lapsing of statutes of limitations — (567) — Balance, December 31 $ 10,193 $ 7,738 $ 1,588 It is reasonably possible that the Company’s unrecognized tax benefits could decrease within the next 12 months by as much as $9.8 million due to settlements and the expiration of applicable statutes of limitations. The Company's federal income tax return for tax years 2015 and 2016 are currently under examination by the Internal Revenue Service for a tax credit refund claim. The Company's federal income tax return for tax years 2017 and 2018 are also under examination by the Internal Revenue Service. Further, the Company's federal income tax return for tax year 2019 is subject to examination by the Internal Revenue Service. The practice of the Company is to recognize interest and penalties related to income tax matters in the provision for income taxes. The Company did not incur any material interest or penalties for 2020 and 2019. The Company had $0.5 million and $0.3 million of accrued interest and penalties at December 31, 2020 and 2019, respectively. On March 27, 2020, in response to the COVID-19 pandemic, the “Coronavirus Aid, Relief and Economic Security Act” (“CARES”) was signed into law by the President of the United States. The CARES Act includes, among other things, U.S. corporate income tax provisions related to net operating loss carryback periods, alternative minimum tax credits, modifications to interest deduction limitations and technical corrections on tax depreciation methods for qualified improvement property. Many other countries have also introduced various corporate income tax relief provisions in response to the pandemic. The Company does not believe that any of these changes will have a material effect on our financial statements. |
Share-Based Compensation and Ca
Share-Based Compensation and Capital Stock | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation and Capital Stock | Share-Based Compensation and Capital Stock Share-Based Compensation The Company recognizes compensation cost related to share-based payment transactions in the financial statements based on the fair value of the equity or liability instruments issued. Compensation expense related to the fair value of share-based awards is recognized over the requisite service period based on an estimate of those awards that will ultimately vest. The Company estimates the share-based compensation expense for awards that will ultimately vest at the inception of the grant. Over the life of the grant, the estimate of share-based compensation expense for awards with performance and/or service requirements is adjusted so that compensation cost is generally recognized only for awards that ultimately vest. The Company has stock compensation plans pursuant to which it is authorized to grant stock-based awards of which 2.4 million shares of the Company's common stock remain available for grant as of December 31, 2020. The Company’s policy allows the issuance of new or treasury shares to satisfy stock-based awards. Restricted stock, stock options, stock appreciation rights and performance share awards may be granted to officers, key employees and non-employee directors with contractual terms set by the Compensation and Management Development Committee of the Board of Directors. Stock Options The Company granted approximately 0.2 million, 0.1 million and 0.1 million options to certain employees of the Company at a fair value of approximately $2.7 million, $2.2 million and $1.8 million during the years ended December 31, 2020, 2019 and 2018, respectively. The stock options granted by the Company had an exercise price equal to the market price of the Company’s common stock on the date of grant. The fair value of the options granted was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions: 2020 2019 2018 Risk-free interest rate 0.99 % 2.46 % 2.58 % Expected volatility 20.88 % 21.49 % 21.17 % Expected life of stock option 5.9 years 4.4 years 4.6 years Dividend yield 0.99 % 1.06 % 1.05 % Requisite service period 4 years 4 years 4 years Contractual life 10 years 7 years 7 years Weighted average fair value of options granted (per option) $ 17.25 $ 15.84 $ 16.27 The expected life of the options and volatility are based on the historical data which is believed to be indicative of future exercise patterns and volatility. Historical volatility is calculated based on a period that corresponds to the expected life of the stock option. The dividend yield and the risk-free rate of return are calculated on the grant date based on the then current dividend rate and the risk-free rate for the period corresponding to the expected life of the stock option. Compensation expense related to the fair value of these awards is recognized straight-line over the requisite service period based on those awards that ultimately vest. The aggregate intrinsic value of stock options outstanding and exercisable as of December 31, 2020 was $29.7 million and $22.1 million, respectively. The total intrinsic value of options exercised during the years ended December 31, 2020, 2019 and 2018 was $8.9 million, $15.8 million and $26.4 million, respectively. The Company received $10.2 million, $21.4 million and $41.4 million in proceeds from the exercise of 0.2 million, 0.4 million and 0.8 million employee stock options during the years ended December 31, 2020, 2019 and 2018, respectively. The following table summarizes information about stock options outstanding as of December 31, 2020: Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding at December 31, 2020 Weighted Average Weighted Number Exercisable at December 31, 2020 Weighted $45.59 to $55.00 223,012 2.12 years $ 51.27 223,012 $ 51.27 $55.01 to $65.00 194,337 2.2 years $ 62.15 169,042 $ 62.34 $65.01 to $85.00 247,337 4.7 years $ 81.32 88,201 $ 81.39 $85.01 to $91.28 154,924 9.2 years $ 91.28 — $ — 819,610 4.2 years $ 70.48 480,255 $ 60.70 Restricted Stock The following table is a summary of activity related to restricted stock grants: For the Year Ended December 31, 2020 2019 2018 Restricted shares granted 158,133 167,731 101,325 Weighted average grant date fair value per share $ 90.18 $ 81.92 $ 81.21 Aggregate grant date fair value (in thousands) $ 14,260 $ 13,741 $ 8,229 Restricted shares forfeited 36,860 32,735 46,785 Vesting service period of shares granted 12 - 48 months 12 - 48 months 12 - 48 months Fair value of shares vested (in thousands) $ 9,000 $ 10,671 $ 8,025 Compensation expense related to the fair value of these awards is recognized straight-line over the requisite service period based on those restricted stock grants that ultimately vest. The fair value of grants is measured by the market price of the Company’s 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. Awards granted to retirement eligible non-employee directors are recognized over the shorter of the requisite service period or the length of time until retirement since the terms of the grant provide that awards will vest upon retirement. Performance Vested Restricted Stock Units The Company has granted performance vested restricted stock units (“PVRSU”) to certain employees. 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 year ended December 31, 2020, PVRSU awards granted had service periods ranging from 31 - 36 months with award vesting ranges generally 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. Management monitors current results and forecasts of the relevant internal performance metrics and, as necessary, adjusts the performance-based leveraging of unvested PVRSUs. Compensation expense is recognized only on those PVRSUs that ultimately vest. The Company has currently estimated that between 0% and 115% of the various award targets will be achieved. During the year ended December 31, 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. The following table is a summary of activity related to PVRSU grants: For the Years Ended December 31, 2020 2019 2018 PVRSUs granted at target 170,471 83,934 100,919 Weighted average grant date fair value per share $ 134.26 $ 81.15 $ 81.25 Aggregate grant date fair value (in thousands) $ 22,888 $ 6,811 $ 8,200 PVRSUs forfeited & expired 33,080 18,379 27,255 Requisite service period 31 - 36 months 36 to 48 months 36 to 39 months During the years ended December 31, 2020, 2019 and 2018, PVRSUs totaling 176,471, 73,242 and 31,048, respectively, vested at a fair value of $17.5 million, $5.5 million, and $2.5 million, respectively. During the year ended December 31, 2020, an 30,116 additional units were awarded because the Company's performance exceeded the conditions provided in the awards. During the year ended December 31, 2019, an additional 1,583 units were awarded because the Company's performance exceeded the conditions provided in the awards. During the year ended December 31, 2018, PVRSU award vested at target, therefore no additional PVRSU units were awarded. As a result of the Company's operating results not achieving certain performance conditions contained in the PVRSU awards, there were PVRSUs that expired of 16,117 shares for the year ended December 31, 2020, zero for the year ended December 31, 2019, and 416 shares for the year ended December 31, 2018. A summary of stock-based award activity as of December 31, 2020, 2019 and 2018 and the changes during those years are presented below: 2020 Stock Options Restricted Stock Performance Vested Options Weighted Average Exercise Price Weighted Shares Weighted Shares Weighted Outstanding as of January 1, 2020 873,895 $ 61.69 312,097 $ 75.23 330,716 $ 70.03 Granted 158,620 91.28 158,133 90.18 170,471 134.26 Performance-based leveraging* — — — — 30,116 60.68 Exercised/vested (209,209) 49.17 (128,931) 69.80 (176,471) 58.68 Expired — — — — (16,117) 60.50 Forfeited (3,696) 91.28 (36,860) 81.98 (16,963) 82.25 Outstanding as of December 31, 2020 819,610 $ 70.48 4.2 years 304,439 $ 84.48 321,752 $ 109.25 Options exercisable as of December 31, 2020 480,255 $ 60.70 2.5 years * PVRSU units outstanding have been increased by 30,116 units during the year ended December 31, 2020, due to the Company exceeding the targeted performance conditions contained in PVRSU's granted in prior periods. 2019 Stock Options Restricted Stock Performance Vested Options Weighted Average Exercise Price Weighted Shares Weighted Shares Weighted Outstanding as of January 1, 2019 1,186,180 $ 54.13 303,765 $ 65.06 336,820 $ 63.28 Granted 141,827 81.15 167,731 81.92 83,934 81.15 Performance-based leveraging* — — — — 1,583 51.49 Exercised/vested (446,456) 47.96 (126,664) 60.39 (73,242) 50.69 Expired — — — — — — Forfeited (7,656) 51.49 (32,735) 72.54 (18,379) 72.50 Outstanding as of December 31, 2019 873,895 $ 61.69 3.5 years 312,097 $ 75.23 330,716 $ 70.03 Options exercisable as of December 31, 2019 513,924 $ 55.10 2.6 years * PVRSU units outstanding have been increased by 1,583 units during the year ended December 31, 2019, due to the Company exceeding the targeted performance conditions contained in PVRSU's granted in prior periods. 2018 Stock Options Restricted Stock Performance Vested Options Weighted Average Exercise Price Weighted Shares Weighted Shares Weighted Outstanding as of January 1, 2018 1,976,326 $ 50.80 348,876 $ 57.05 294,204 $ 56.95 Granted 109,045 81.55 101,325 81.21 100,919 81.25 Exercised/vested (832,809) 49.66 (99,651) 55.64 (31,048) 60.60 Expired (2,018) 63.47 — — (416) 64.49 Forfeited (64,364) 55.79 (46,785) 60.40 (26,839) 64.49 Outstanding as of December 31, 2018 1,186,180 $ 54.13 3.5 years 303,765 $ 65.06 336,820 $ 63.28 Options exercisable as of December 31, 2018 753,681 $ 49.55 2.7 years The components of the Company’s pretax stock-based compensation expense and associated income tax benefits are as follows: For the Year Ended December 31, (in thousands) 2020 2019 2018 Stock options $ 1,975 $ 2,194 $ 2,433 Restricted stock 8,731 8,043 6,759 Performance vested restricted stock units (3,466) 6,409 5,798 Total share-based compensation expense $ 7,241 $ 16,646 $ 14,990 Income tax benefit $ 1,706 $ 4,010 $ 3,583 The total unrecognized compensation costs related to stock-based awards that have not yet vested and the related weighted average amortization period over which the costs are to be recognized as of December 31, 2020 are as follows: (in thousands) Unrecognized Compensation Expense on Unvested Awards Weighted Average Remaining Amortization Period Stock options $ 3,696 2.6 years Restricted stock 18,173 2.4 years Performance vested restricted stock units 33,137 1.6 years Total $ 55,006 Dividends 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 for $12.5 million. 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, the Company’s board of directors suspended future, undeclared dividends while the pandemic is significantly impacting travel. During the year ended December 31, 2019, the Company's quarterly dividend rate was $0.215 per share for the first three quarters and was $0.225 per share in the fourth quarter of 2019. Annual dividends declared during the year ended December 31, 2019 were $0.87 per share or $48.5 million. During the year ended December 31, 2018, the Company's quarterly dividend rate was $0.215 per share. Annual dividends declared during the year ended December 31, 2018 were $0.86 per share or $48.4 million. The Company may not declare or make any payment if under the Restated Credit agreement there is an existing event of default or if the payment would create an event of default. In addition, during the years ended December 31, 2020, 2019 and 2018, the Company paid previously declared but unrecorded dividends totaling $0.4 million, $0.2 million, and $0.1 million, respectively, that were contingent upon the vesting of performance vested restricted units. Share Repurchases and Redemptions The Company may purchase stock under a stock repurchase program to return excess capital to its shareholders. Treasury stock activity is recorded at cost in the accompanying consolidated financial statements. The Company repurchased 0.5 million shares of common stock under the share repurchase program at a total cost of $43.3 million during the three months ended March 31, 2020. In light of uncertainty resulting from the COVID-19 pandemic, the Company subsequently temporarily suspended activity under the share repurchase program and no additional repurchases were made pursuant to the program for the balance of 2020. During the year ended December 31, 2019, the Company repurchased 0.6 million shares of its common stock under the repurchase program at a total cost of $44.1 million. During the year ended December 31, 2018, the Company repurchased 1.8 million shares of its common stock under the repurchase program at a total cost of $141.2 million. On a cumulative basis through December 31, 2020, the Company repurchased 51.6 million shares of its common stock (including 33.0 million prior to the two-for-one stock split effected in October 2005) under the share repurchase program at a total cost of $1.5 billion. During 2020, the Company redeemed 0.1 million shares of common stock at a total cost of approximately $12.2 million from employees to satisfy the option exercise price and statutory minimum tax-withholding requirements related to the exercising of stock options and vesting of performance vested restricted stock units and restricted stock grants. During 2019 and 2018, the Company redeemed 79,603 and 92,366 shares of common stock at a total cost of $6.5 million and $7.4 million, respectively, from employees to satisfy the option price and minimum tax-withholding requirements related to the exercising of options and vesting of performance vested restricted stock units and restricted stock grants. These redemptions were outside the share repurchase program initiated in June 1998. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss is as follows: December 31, (in thousands) 2020 2019 2018 Foreign currency translation adjustments $ (4,646) $ (4,550) $ (4,010) Deferred loss on cash flow hedge — — (1,436) Total accumulated other comprehensive loss $ (4,646) $ (4,550) $ (5,446) The following represents the changes in accumulated other comprehensive loss, net of tax by component for the years ended December 31, 2020 and 2019: Year Ended December 31, 2020 Year Ended December 31, 2019 (in thousands) Loss on Cash Flow Hedge Foreign Currency Items Total Loss on Cash Flow Hedge Foreign Currency Items Total Beginning Balance $ — $ (4,550) $ (4,550) $ (1,436) $ (4,010) $ (5,446) Other comprehensive loss before reclassification — (96) (96) — (540) (540) Amounts reclassified from accumulated other comprehensive income — — — 1,436 — 1,436 Net current period other comprehensive (loss) income — (96) (96) 1,436 (540) 896 Ending Balance $ — $ (4,646) $ (4,646) $ — $ (4,550) $ (4,550) During the year ended December 31, 2019, $0.8 million and $0.6 million was reclassified from accumulated other comprehensive loss to Interest expense and Loss on extinguishment of debt, respectively, 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 year ended December 31, 2020, as the debt related to the Interest rate contract was paid off in December 2019. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per ShareThe Company’s unvested restricted shares contain rights to receive nonforfeitable dividends and thus are participating securities requiring the computation basic earnings per share (“EPS”) using the two-class method. The unvested restricted shares are both potential common shares and participating securities, the Company calculates diluted earnings per share by the more dilutive of the treasury stock method or the two-class method. The calculation of EPS for net income available to common shareholders shown below excludes the distribution of dividends and undistributed earnings attributable to participating securities from the numerator. Stock options are included in the diluted earnings per share calculation unless the stock options are anti-dilutive. PVRSUs are also included in the diluted earnings per share calculation if the performance or market conditions have been met as of the reporting date. The computation of basic and diluted earnings per common share is as follows: Year Ended December 31, (in thousands, except per share amounts) 2020 2019 2018 Numerator: Net income $ 75,387 $ 222,878 $ 216,355 Income allocated to participating securities (423) (1,352) (1,248) Net income available to common shareholders $ 74,964 $ 221,526 $ 215,107 Denominator: Weighted average common shares outstanding - basic 55,175 55,358 56,130 Basic earnings per share $ 1.36 $ 4.00 $ 3.83 Numerator: Net income $ 75,387 $ 222,878 $ 216,355 Income allocated to participating securities (423) (1,346) (1,241) Net income available to common shareholders $ 74,964 $ 221,532 $ 215,114 Denominator: Weighted average common shares outstanding - basic 55,175 55,358 56,130 Diluted effect of stock options and PVRSUs 354 310 471 Weighted average common shares outstanding - diluted 55,529 55,668 56,601 Diluted earnings per share $ 1.35 $ 3.98 $ 3.80 The following securities have been excluded from the calculation of diluted weighted average common shares outstanding as the inclusion of these securities would have an anti-dilutive effect: Year Ended December 31, (in thousands) 2020 2019 2018 Stock Options 155 — 106 PVRSUs 231 168 243 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases Lessee The Company has operating leases primarily for office space, buildings, and equipment. Our leases have remaining lease terms of one month to four years, some of which may include options to extend leases for up to fifteen years and some which may include options to terminate the leases within one year. The Company's lease costs were as follows: Year Ended December 31, (in thousands) 2020 2019 Operating lease cost $ 9,700 $ 9,837 Short-term lease cost 280 — Sublease income — (84) Total lease cost $ 9,980 $ 9,753 Leases recorded on the consolidated balance sheet consist of the following: December 31, (in thousands) 2020 2019 Assets: Operating lease right-of-use assets $ 17,688 $ 24,088 Liabilities: Current operating lease liabilities $ 10,603 $ 10,099 Long-term operating lease liabilities 12,739 21,270 Total lease liabilities $ 23,342 $ 31,369 Other information related to the Company's lease arrangements is as follows: Year Ended December 31, (in thousands) 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 11,926 $ 12,322 ROU assets obtained in exchange for lease liabilities in non-cash transactions: Operating lease assets obtained in exchange for operating lease liabilities $ 2,364 $ 3,818 Weighted-average remaining lease term 2.24 years 3.09 years Weighted-average discount rate (1) 3.55 % 3.60 % (1) Discount rates used for existing operating leases upon adoption of Topic 842 were established based on remaining lease term as of January 1, 2019. Maturities of lease liabilities as of December 31, 2020 are as follows: (in thousands) 2021 $ 11,237 2022 9,506 2023 3,623 2024 51 2025 — Thereafter — Total minimum lease payments $ 24,417 Less imputed interest 1,075 Present value of minimum lease payments $ 23,342 During the year ended December 31, 2019, the Company entered into a sale and leaseback transaction in which we sold an office building for a gain of $2.0 million within the Marketing and reservation system line item on the consolidated statements of income and entered into a lease that terminated in 2020. This lease is included in the tables above. In the third quarter of 2019, we entered into one office lease agreement with an unrelated third-party that we expect to account for as an operating lease. This lease is not reflected in our consolidated balance sheets or in the table above as the leases have not commenced. The lease has an approximate 10-year term and expected to commence in the third quarter of 2021. Lessor The Company leases to third-party tenants (i) a commercial office building with a lease term that expired as of December 31, 2020 and (ii) a restaurant space within an operating hotel with a remaining lease term of less than nine years. Income for the two leases comprises of fixed and fixed escalating lease payments of $1.4 million and $1.2 million, respectively, for the years ended December 31, 2020 and 2019. Neither lease contains an option to purchase the underlying assets. The Company elected to not separate lease and nonlease components. Related Party The Company and family members of the Company's largest shareholder entered into an agreement that allows those family members to lease the Company aircraft from time to time for their personal use. The agreement provides for lease payments that contribute towards the fixed costs associated with the aircraft as well as reimbursement of the Company’s variable costs associated with operation of the aircraft, in compliance with, and to the extent authorized by, applicable regulatory requirements. The terms of the lease agreements are consistent with the terms of lease agreements that the Company has entered into with unrelated third parties for use of the aircraft. During the years ended December 31, 2020 and 2019, the Company received $0.2 million and $12 thousand, respectively, pursuant to this arrangement. In December 2013, the Company's board of directors approved an arrangement between the Company and an entity controlled by the family members of the Company's largest shareholder to sublease approximately 2,200 square feet of office space located in Chevy Chase, Maryland. The sublease had a month-to-month term, with a 90-day notice period and annual lease payments totaling approximately $0.1 million. The sublease was not renewed following April 2019. During the year ended December 31, 2019, the Company received approximately $49 thousand in rent payments associated with this lease. Subsequently, the entity affiliated with the Company's largest shareholder entered into a separate lease with a third-party lessor and the Company reimburses the entity for use of the space by the Company's Chairman. During the years ended December 31, 2020 and 2019, the Company reimbursed the entity approximately $66 thousand and $76 thousand, respectively. |
Leases | Leases Lessee The Company has operating leases primarily for office space, buildings, and equipment. Our leases have remaining lease terms of one month to four years, some of which may include options to extend leases for up to fifteen years and some which may include options to terminate the leases within one year. The Company's lease costs were as follows: Year Ended December 31, (in thousands) 2020 2019 Operating lease cost $ 9,700 $ 9,837 Short-term lease cost 280 — Sublease income — (84) Total lease cost $ 9,980 $ 9,753 Leases recorded on the consolidated balance sheet consist of the following: December 31, (in thousands) 2020 2019 Assets: Operating lease right-of-use assets $ 17,688 $ 24,088 Liabilities: Current operating lease liabilities $ 10,603 $ 10,099 Long-term operating lease liabilities 12,739 21,270 Total lease liabilities $ 23,342 $ 31,369 Other information related to the Company's lease arrangements is as follows: Year Ended December 31, (in thousands) 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 11,926 $ 12,322 ROU assets obtained in exchange for lease liabilities in non-cash transactions: Operating lease assets obtained in exchange for operating lease liabilities $ 2,364 $ 3,818 Weighted-average remaining lease term 2.24 years 3.09 years Weighted-average discount rate (1) 3.55 % 3.60 % (1) Discount rates used for existing operating leases upon adoption of Topic 842 were established based on remaining lease term as of January 1, 2019. Maturities of lease liabilities as of December 31, 2020 are as follows: (in thousands) 2021 $ 11,237 2022 9,506 2023 3,623 2024 51 2025 — Thereafter — Total minimum lease payments $ 24,417 Less imputed interest 1,075 Present value of minimum lease payments $ 23,342 During the year ended December 31, 2019, the Company entered into a sale and leaseback transaction in which we sold an office building for a gain of $2.0 million within the Marketing and reservation system line item on the consolidated statements of income and entered into a lease that terminated in 2020. This lease is included in the tables above. In the third quarter of 2019, we entered into one office lease agreement with an unrelated third-party that we expect to account for as an operating lease. This lease is not reflected in our consolidated balance sheets or in the table above as the leases have not commenced. The lease has an approximate 10-year term and expected to commence in the third quarter of 2021. Lessor The Company leases to third-party tenants (i) a commercial office building with a lease term that expired as of December 31, 2020 and (ii) a restaurant space within an operating hotel with a remaining lease term of less than nine years. Income for the two leases comprises of fixed and fixed escalating lease payments of $1.4 million and $1.2 million, respectively, for the years ended December 31, 2020 and 2019. Neither lease contains an option to purchase the underlying assets. The Company elected to not separate lease and nonlease components. Related Party The Company and family members of the Company's largest shareholder entered into an agreement that allows those family members to lease the Company aircraft from time to time for their personal use. The agreement provides for lease payments that contribute towards the fixed costs associated with the aircraft as well as reimbursement of the Company’s variable costs associated with operation of the aircraft, in compliance with, and to the extent authorized by, applicable regulatory requirements. The terms of the lease agreements are consistent with the terms of lease agreements that the Company has entered into with unrelated third parties for use of the aircraft. During the years ended December 31, 2020 and 2019, the Company received $0.2 million and $12 thousand, respectively, pursuant to this arrangement. In December 2013, the Company's board of directors approved an arrangement between the Company and an entity controlled by the family members of the Company's largest shareholder to sublease approximately 2,200 square feet of office space located in Chevy Chase, Maryland. The sublease had a month-to-month term, with a 90-day notice period and annual lease payments totaling approximately $0.1 million. The sublease was not renewed following April 2019. During the year ended December 31, 2019, the Company received approximately $49 thousand in rent payments associated with this lease. Subsequently, the entity affiliated with the Company's largest shareholder entered into a separate lease with a third-party lessor and the Company reimburses the entity for use of the space by the Company's Chairman. During the years ended December 31, 2020 and 2019, the Company reimbursed the entity approximately $66 thousand and $76 thousand, respectively. |
Reportable Segment Information
Reportable Segment Information | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Reportable Segment Information | Reportable Segments The Hotel Franchising reportable segment includes the Company's hotel franchising operations consisting of its 14 brands. The 14 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. 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 system activities to calculate hotel franchising operating income. Equity in earnings or losses from hotel franchising related joint ventures is allocated to the Company's hotel franchising segment. The Company evaluates its hotel franchising segment based primarily on the results of the segment without allocating corporate expenses, indirect general and administrative expenses, interest expense, interest income, other gains and losses or income taxes, which are included in the Corporate & Other column. Corporate & Other revenues include owned hotel revenues, rental income related to an office building owned by the Company, and revenues related to the Company's SaaS technology solutions division which provide cloud-based property management software to non-franchised hoteliers. The 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 (“CODM”), 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 tables present the financial information for the Company's segments: For the Year Ended December 31, 2020 (in thousands) Hotel Franchising Corporate Intersegment Eliminations Consolidated Revenues $ 747,329 $ 28,257 $ (1,514) $ 774,072 Operating income (loss) 191,301 (69,248) — 122,053 Depreciation and amortization 8,000 17,831 — 25,831 Income (loss) before income taxes 176,012 (123,006) — 53,006 For the Year Ended December 31, 2019 (in thousands) Hotel Franchising Corporate Intersegment Eliminations Consolidated Revenues $ 1,085,860 $ 30,700 $ (1,740) $ 1,114,820 Operating income (loss) 392,405 (73,763) — 318,642 Depreciation and amortization 7,995 10,833 — 18,828 Income (loss) before income taxes 382,829 (112,900) — 269,929 For the Year Ended December 31, 2018 (in thousands) Hotel Franchising Corporate Intersegment Eliminations Consolidated Revenues $ 1,027,047 $ 14,257 $ — $ 1,041,304 Operating income (loss) 378,014 (59,540) — 318,474 Depreciation and amortization 7,352 6,978 — 14,330 Income (loss) before income taxes 372,691 (99,433) — 273,258 The results of the Company's international operations are included in the Hotel Franchising and Corporate & Other segments. Revenues generated by foreign operations, including royalty, marketing and reservations system fees and other revenues for the years ended December 31, 2020, 2019 and 2018 were $42.6 million, $69.5 million, and $72.1 million, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Transactions with Company's Largest Shareholder Effective October 15, 1997, Choice Hotels International, Inc., which included both a franchising business and owned hotel business, separated the businesses via a spin-off into two companies: Sunburst Hospitality Corporation (referred to hereafter as “Sunburst”) and the Company. Subsequent to the spin-off, the Company’s largest shareholder retained significant ownership percentages in both Sunburst and the Company. As part of the spin-off, Sunburst and the Company entered into a strategic alliance agreement (as amended, the "Strategic Alliance Agreement"). Among other things, the Strategic Alliance Agreement provided for revised royalty and system fees and the determination of liquidated damages related to the termination of Choice branded Sunburst properties. The liquidated damage provisions extend through the life of the existing Sunburst franchise agreements. On June 5, 2019, the Strategic Alliance Agreement was terminated and replaced with addenda to each of the five hotels under franchise. The addenda preserve certain terms from the Strategic Alliance Agreement with respect to the five hotels, including the revised royalty and system fee and liquidated damage provisions, which would also apply to new franchise agreements signed for the five hotels (as either a renewal or a change to another Choice brand not contemplated at the time of original agreement execution). No terms were substantially modified with respect to the five operating hotels under franchise. In June 2019, the Company and Sunburst entered into master development agreements which provide Sunburst geographic exclusivity in two specified regions for development of six WoodSpring branded hotels. For each of the years ended December 31, 2020 and 2019, there was one new franchise agreement signed between the Company and Sunburst. As of December 31, 2020, Sunburst operates 4 hotels under franchise with the Company. Total franchise fees, including royalty and marketing and reservation system fees, paid by Sunburst to the Company included in the accompanying consolidated financial statements were $0.5 million, $1.8 million, and $1.9 million for the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020 and 2019, accounts receivable included $0.1 million and $0.2 million, respectively, due from Sunburst. |
Transactions with Unconsolidate
Transactions with Unconsolidated Joint Ventures | 12 Months Ended |
Dec. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Transactions with Unconsolidated Joint Ventures | 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 $56.9 million and $74.4 million on the consolidated balance sheets at December 31, 2020 and 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. The Company has determined that it is not the primary beneficiary of any of these VIEs, however it does exercise significant influence through its equity ownership and as a result the investment in these entities is accounted for under the equity method. The Company's maximum exposure to losses related to its investments in VIEs is limited to its equity investments as well as certain guaranties as described in Note 23 of these financial statements. For the years ended December 31, 2020, 2019 and 2018, the Company recognized losses, inclusive of impairments and gains or losses upon sale, totaling $15.4 million, $11.3 million and $8.0 million from the investment in these entities, respectively. During the year ended December 31, 2020, the Company recognized impairment charges of $7.3 million related to four separate equity method investments. The Company assessed the estimated fair value of each investment on an individual basis and derived the value from observable prices from offers received for either the underlying collateral or the ownership interest of the unconsolidated joint venture, comparable market transactions, and DCF techniques to project cash flows based upon the underlying property. Based on these analyses, in each case the Company determined that the fair market value declined below the carrying value and the decline is other-than-temporary. As a result, the Company recorded impairment charges from the carrying value to the estimated fair value for each investment. The impairment charges are classified as equity in net loss of affiliates in the consolidated statements of income and captured in the Hotel Franchising reportable segment in Note 20. During the third quarter of 2019, the Company redeemed the remaining 60% ownership interest in four of the hotels under the equity method investment and sold its 40% ownership interest in the fifth hotel. Following the redemption, the Company consolidated the operations of the four acquired hotels, and recognized a $6.0 million loss on the sale of the fifth hotel which is recorded in equity in net loss of affiliates. The financial results of the 100% owned hotels have been consolidated in the Company's financial statements since July 23, 2019. Refer to Note 24. Equity method investment ownership interests at December 31, 2020 and 2019 are as follows: Ownership Interest December 31, 2020 December 31, 2019 Main Street WP Hotel Associates, LLC 50 % 50 % CS Hotel 30W46th, LLC 25 % 25 % CS Brickell, LLC (2) — % 50 % CS Hotel West Orange, LLC 50 % 50 % Hotel JV Services, LLC (1), (3) — % 16 % City Market Hotel Development, LLC 43 % 43 % CS Woodlands, LLC 50 % 50 % 926 James M. Wood Boulevard, LLC 75 % 75 % CS Dallas Elm, LLC 45 % 45 % Choice Hotels Canada, Inc. (1) 50 % 50 % Pine Street Long Beach LLC 50 % 50 % SY Valley Vineyard Resorts LLC 50 % 50 % CS Lakeside Santa Clara LLC 50 % 50 % BL 219 Holdco, LP 50 % 50 % Integrated 32 West Randolph LLC 20 % 20 % (1) Non-VIE investments (2) During the fourth quarter of 2020, the Company sold its ownership interest in the equity method investment recognizing a gain of $1.1 million. (3) During the second quarter of 2020, the Company terminated its ownership interest in the equity method investment and recognized a loss of $0.6 million. The following tables present summarized financial information for all unconsolidated ventures in which the Company holds an investment that is accounted for under the equity method: Year Ended December 31, (in thousands) 2020 2019 2018 Revenues $ 30,364 $ 109,896 $ 118,324 Operating (loss) income (6,494) 12,617 11,790 Income (loss) from continuing operations (18,366) (1,400) 1,658 Net (loss) income $ (18,977) $ (2,564) $ 477 As of December 31, (in thousands) 2020 2019 Current assets $ 21,046 $ 53,324 Non-current assets 364,531 390,881 Total assets $ 385,577 $ 444,205 Current liabilities $ 25,735 $ 27,583 Non-current liabilities 263,459 261,039 Total liabilities $ 289,194 $ 288,622 The Company extends loans to various unconsolidated joint ventures or members of our unconsolidated joint ventures. The Company has a total principal balance on these loans of $90.7 million and $96.0 million as of December 31, 2020 and December 31, 2019, respectively. These loans mature at various dates and bear interest at fixed and variable rates that is typically payable monthly. The Company signed a management fee arrangement for marketing services with a joint venture partner. For the years ended December 31, 2020, 2019 and 2018, fees earned and payroll costs reimbursed under this arrangement totaled $1.3 million, $2.3 million and $1.7 million, respectively. The Company entered into franchise agreements with certain of the unconsolidated joint ventures listed within Note 8. Pursuant to these franchise agreements, the Company recorded royalty and marketing and reservation system fees of approximately $13.9 million, $25.2 million, and $25.4 million for the years ended December 31, 2020, 2019 and 2018, respectively. The Company recorded $2.4 million and $1.4 million as a receivable due from these joint ventures as of December 31, 2020 and 2019, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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 December 31, 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 December 31, 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 December 31, 2020, the Company had commitments to extend an additional $304.6 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 $8.4 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. For the year ended December 31, 2020, the Company has committed to provide an aggregate of approximately $1.0 million, upon certain conditions being met. As of December 31, 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 was secured by the building. The Company had a carve-out guaranty on the loan to the extent amounts drawn were outstanding. 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. |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisition | Acquisitions 2019 Asset Acquisition Prior to July 23, 2019, the Company held a 40% ownership interest of a joint venture that owned five Cambria hotels recorded as an investment in unconsolidated entities. On July 23, 2019, the Company redeemed the remaining 60% ownership interest in four of the hotels for approximately $169.0 million cash paid (inclusive of $0.7 million in capitalized transaction costs), net of cash acquired. The transaction was funded with cash and borrowings under the Company's revolving credit facility. In accordance with the provisions of ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , the purchase represents an asset acquisition based on the concentration of value in the acquired land and buildings. This assessment was performed on the four hotels as a group of similar identifiable assets based on the similar risk characteristics as operating Cambria Hotels. The $25.0 million previously in investments in unconsolidated entities is included in the total net asset basis of $194.0 million. The total net asset basis was attributed to each asset and asset class based on a relative fair value allocation to qualifying assets, resulting in $21.7 million to land, $148.4 million to building and improvements, $27.0 million to furniture, fixtures, and equipment, $0.8 million to an in-place lease intangible asset, and $3.9 million to net liabilities assumed. 2018 WoodSpring Suites Business Combination On February 1, 2018, the Company acquired 100% of the issued and outstanding equity interest of WoodSpring Suites. At the time of the acquisition, WoodSpring franchised 239 economy extended stay hotels across 35 U.S. states. The total consideration was $231.6 million, which consisted of cash paid, net of cash acquired, of $231.3 million as well as liabilities assumed of $0.4 million and a preliminary working capital adjustment of $0.1 million. The transaction has been accounted for as a business combination and accordingly, assets acquired, and liabilities assumed were recorded at their fair values as of the acquisition date. The results of WoodSpring have been consolidated with the Company since February 1, 2018 and are included in the Company’s Hotel Franchising segment. The fair value of the assets and liabilities is as follows: (in thousands) Cash $ 250 Accounts receivables 1,258 Prepaid 23 Contract assets 115,000 Tradename 22,000 Goodwill 93,384 Accounts payable (348) Total Consideration $ 231,567 |
Future Adoption of Accounting S
Future Adoption of Accounting Standards | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Future Adoption of Accounting Standards | Future Adoption of Accounting Standards 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 ASC 740. 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policy) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements of Choice Hotels International, Inc. and its subsidiaries (together the "Company") have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"). All significant intercompany accounts and transactions have been eliminated in consolidation. The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In the opinion of management, the accompanying consolidated financial statements include all normal and recurring adjustments that are necessary to fairly present the consolidated financial statements. |
Revenue from Contract with Customer | Revenue Recognition Revenues are primarily derived from franchise agreements with third-party hotel owners. The majority of the Company’s performance obligations are a series of distinct services, as described in more detail below, for which the Company receives variable consideration through franchise fees. The Company enters into franchise agreements to provide franchisees with a limited non-exclusive license to utilize the Company’s registered brand trade names and trademarks, marketing and reservation services, and other miscellaneous franchise services. These agreements typically have an initial term from 10 to 30 years, with provisions permitting franchisees or the Company to terminate the franchise agreement upon designated anniversaries of the hotel opening before the end of the initial term. An up-front initial or relicensing fee is assessed to third-party hotel owners to affiliate with our brands, which is typically paid prior to agreement execution and is non-refundable. After hotel opening, fees are typically generated based on a percentage of gross room revenues or as designated transactions and events occur (such as when a reservation is delivered to the hotel through a specified channel) and are due to the Company in the following month. The franchise agreements are comprised of multiple performance obligations, which may require significant judgment in identifying. The primary performance obligations are as follows: • License of brand intellectual property and related services (“brand intellectual property”): Grants the right to access the Company’s intellectual property associated with brand trade names, trademarks, reservation systems, property management systems and related services. • Material rights for free or discounted goods or services to hotel guests: Primarily consists of the points issued under the Company’s guest loyalty program, Choice Privileges. Brand intellectual property Fees generated from brand intellectual property are recognized to revenue over time as hotel owners pay for access to these services for the duration of the franchise agreement. Franchise fees are typically based on the sales or usage of the underlying hotel, with the exception of fixed up-front fees that usually represent an insignificant portion of the transaction price. The variable consideration is recognizable after the completion of a hotel stay. As a result, variable transaction price is determined for the period when the underlying gross room revenues and transactions or events which generate fees are known. Franchise fees include the following: • Royalty fees . Royalty fees are earned in exchange for a license to brand intellectual property typically based on a percentage of gross room revenues. These fees are billed and collected monthly and revenues are recognized in the same period that the underlying gross room revenues are earned by the Company’s franchisees. • Initial franchise and relicensing fees . 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 fees are recognized as revenue ratably as services are provided over the enforceable period of the franchise agreement. The enforceable period is the period from hotel opening to the first point the franchisee or the Company can terminate the franchise agreement without incurring a significant penalty. Deferred revenues from initial and relicensing fees will typically be recognized over a five • Other revenue. Other revenue is a combination of miscellaneous non-marketing and reservation system fees, inclusive of quality assurance, non-compliance and franchisee training fees, and is recognized in the period the designated transaction or event has occurred. The Company’s franchise agreements require the payment of marketing and reservation system fees. The Company is obligated to use these marketing and reservation system fees to provide marketing and reservation services such as advertising, providing a centralized reservation and property management system, providing reservation and revenue management services, and performing certain franchise services to support the operation of the overall franchise system. These services are comprised of multiple fees including the following: • Fees based on a percentage of gross room revenues are recognized in the period the gross room revenue was earned, based on the underlying hotel’s sales or usage. • Fees based on the occurrence of a designated transaction or event are recognized in the period the transaction or event occurred. • System implementation fees charged to franchisees are deferred and recognized as revenue over the enforceable period of the franchise agreement. • Marketing and reservation system activities also include revenues generated from the Company’s guest loyalty program. The revenue recognition of this program is discussed in Material rights for free or discounted goods or services to hotel guests below . Marketing and reservation system expenses are those expenses incurred to facilitate the delivery of marketing and reservation system services, including direct expenses and an allocation of costs for certain administrative activities required to carry out marketing and reservation services. Marketing and reservation system expenses are recognized as services are incurred or goods are received, and as such may not equal marketing and reservation system revenues in a specific period but are expected to equal revenues earned from franchisees over time. The Company’s franchise agreements provide the Company the right to advance monies to the franchise system when the needs of the system surpass the balances currently available and recover such advances in future periods through additional fee assessments or reduced spending. During the years ended December 31, 2020, and 2019, marketing and reservation system expenses exceeded revenues by $44.3 million and $1.7 million, respectively. During the year ended December 31, 2018, marketing and reservation system revenues exceeded expenses by $9.4 million. The deficit generated during the year ended December 31, 2020 is a result of lower marketing and reservation fees generated and incremental spend by the Company to support franchisees during the COVID-19 pandemic. Material rights for free or discounted goods or services to hotel guests Choice Privileges is the Company’s frequent guest loyalty program, which enables members to earn points based on their spending levels with the Company’s franchisees. The points, which the Company accumulates and tracks on the members’ behalf, may be redeemed for free accommodations or other benefits (e.g., gift cards to participating retailers). The Company collects from franchisees a percentage of loyalty program members’ gross room revenue from completed stays to operate the program. At such time points are redeemed for free accommodations or other benefits, the Company reimburses franchisees or third parties based on a rate derived in accordance with the franchise or vendor agreement. 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 transaction price is variable and determined in the period when the loyalty points are earned and the underlying gross room revenues are known. No loyalty program revenues are recognized at the time the loyalty points are issued. The Company is an agent in coordinating delivery of the services between the loyalty program member and franchisee or third party, and as a result, revenues are recognized net of the cost of redemptions. The estimated fair value of future redemptions is reflected in current and non-current Liability for guest loyalty program in our consolidated balance sheets. The liability for guest loyalty program is developed based on an estimate of the eventual redemption rates and point values using various actuarial methods. These significant judgments determine the required point liability attributable to outstanding points, which is relieved as redemption costs are processed. 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 (“breakage”). 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. As of December 31, 2020, the current and non-current deferred revenue balances are $23.0 million and $40.6 million, respectively. Loyalty points are typically redeemed within three years of issuance. Loyalty program point redemption revenues are recognized within marketing and reservation system revenue in the consolidated statements of income. The Company also earns revenues on contracts incidental to the support of operations for franchised hotels, including purchasing operations. Partnership Agreements The Company maintains various agreements with third-party partners, including the co-branding of the Choice Privileges credit card. The agreements typically provide for use of the Company’s marks, limited access to the Company’s distribution channels, and sale of Choice Privileges points, in exchange for fees primarily comprising variable consideration paid each month. Choice Privileges members can earn points through participation in the partner’s program. Partnership agreements include multiple performance obligations. The primary performance obligations are brand intellectual property and material rights for free or discounted goods or services to hotel guests. Allocation of fixed and variable consideration to the performance obligations is based on standalone selling price as estimated based on market and income methods, which represent significant judgments. The amounts allocated to brand intellectual property are recognized on a gross basis over time using the output measure of time elapsed, primarily within Procurement services revenue. The amounts allocated to material rights for free or discounted goods or services to hotel guests are recognized to revenue as points are redeemed including an estimate of breakage, primarily within marketing and reservation system revenue. Qualified Vendors The Company generates procurement services revenues from qualified vendors. Procurement services revenues are generally based on marketing services provided by the Company on behalf of the qualified vendors to hotel owners and guests. The Company provides these services in exchange for either fixed consideration or a percentage of revenues earned by the qualified vendor pertaining to purchases by the Company’s franchisees or guests. Fixed consideration is paid in installments based on a contractual schedule, with an initial payment typically due at contract execution. Variable consideration is typically paid quarterly after sales to franchisees or guests have occurred. Qualified vendor agreements comprise a single performance obligation, which is satisfied over time based on the access afforded and services provided to the qualified vendor for the stated duration of the agreement. Fixed consideration is allocated and recognized ratably to each period over the term of the agreement. Variable consideration is determined and recognized in the period when sales to franchisees or guests from vendors are known or cash payment has been remitted. Qualified vendor revenues are recognized within procurement services revenue. Other The Company is party to other non-franchising agreements that generate revenue within Other revenue in the consolidated statements of income which are primarily SaaS arrangements for non-franchised hoteliers. SaaS agreements typically include fixed consideration for installment and other initiation fees paid at contract onset, and variable consideration for recurring subscription revenue paid monthly. SaaS agreements comprise a single performance obligation, which is satisfied over time based on the access to the software for the stated duration of the agreement. Fixed consideration is allocated and recognized ratably to each period over the term of the agreement. Variable consideration is determined at the conclusion of each period, and allocated to and recognized in the current period. Owned Hotels The Company owned five hotels at December 31, 2020 and December 31, 2019, from which the Company derives revenues. As a hotel owner, the Company has performance obligations to provide accommodations to hotel guests and in return the Company earns a nightly fee for an agreed upon period that is generally payable at the time the hotel guest checks out of the hotel. The Company typically satisfies the performance obligations over the length of the stay and recognizes the revenue on a daily basis, as the hotel rooms are occupied and services are rendered. Other ancillary goods and services at owned hotels are purchased independently of the hotel stay at standalone selling prices and are considered separate performance obligations, which are satisfied at the point in time when the related good or service is provided to the guest. These primarily consist of food and beverage, incidentals and parking fees. Sales Taxes The Company presents taxes collected from customers and remitted to governmental authorities on a net basis and, therefore, they are excluded from revenues in the consolidated financial statements. |
Accounts Receivable and Credit Risk | Accounts & Notes Receivable and Allowances for Credit Losses Refer to the Recently Adopted Accounting Standards section below and Note 4. |
Advertising Costs | Advertising Costs The Company expenses advertising costs as the advertising occurs. Advertising expense was $88.5 million, $158.4 million, and $141.8 million for the years ended December 31, 2020, 2019 and 2018, respectively. The Company includes advertising costs primarily in marketing and reservation system expenses in the consolidated statements of income. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a maturity of three months or less at the date of purchase to be cash equivalents. The Company maintains cash balances in domestic banks, which, at times, may exceed the limits of amounts insured by the Federal Deposit Insurance Corporation. In addition, the Company also maintains cash balances in international banks which do not provide deposit insurance. |
Capitalization Policies | Capitalization Policies Property and equipment are recorded at cost and depreciated for financial reporting purposes using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lease term or their useful lives. Major renovations and replacements incurred during construction are capitalized. Costs for computer software developed for internal use are capitalized during the application development stage and amortized using the straight-line method over the estimated useful lives of the software. Software licenses pertaining to cloud computing arrangements that are capitalized are amortized using the straight-line method over the shorter of the cloud computing arrangement term or their useful lives. The Company capitalizes interest incurred during construction of property and equipment. Interest capitalized as a cost of property and equipment totaled $0.1 million and $0.2 million for the years ended December 31, 2020 and 2019. As construction in progress and software development are completed and placed in service, they are transferred to appropriate property and equipment categories and depreciation begins. Upon sale or retirement of property, the cost and related accumulated depreciation are eliminated from the accounts and any related gain or loss is recognized in the consolidated statements of income. Maintenance, repairs and minor replacements are charged to expense as incurred. |
Assets Held For Sale | Assets Held for Sale The Company considers assets to be held for sale when all of the following criteria are met: • Management commits to a plan to sell an asset; • It is unlikely that the disposal plan will be significantly modified or discontinued; • The asset is available for immediate sale in its present condition; • Actions required to complete the sale of the asset have been initiated; • Sale of the asset is probable and the Company expects the completed sale will occur within one year; and • The asset is actively being marketed for sale at a price that is reasonable given its current market value. Upon designation as an asset held for sale, the Company records the carrying value of each asset at the lower of its carrying value or its estimated fair value, less estimated costs to sell, and ceases recording depreciation. If at any time these criteria are no longer met, subject to certain exceptions, the assets previously classified as held for sale are reclassified as held and used and measured individually at the lower of (a) the carrying amount before the asset was classified as held for sale, adjusted for any depreciation or amortization expense that would have been recognized had the asset been continuously classified as held and used, or (b) the fair value at the date of the subsequent decision not to sell. |
Valuation of Intangibles and Long-Lived Assets | Valuation of Long-Lived Assets, Intangibles, and Goodwill The Company evaluates the potential impairment of property and equipment and other long-lived assets, including franchise rights and other intangible assets with definite lives, annually or earlier upon the occurrence of an event or when other circumstances indicate that the Company may not be able to recover the carrying value of the asset. When indicators of impairment are present, recoverability is assessed based on undiscounted expected cash flows. If the undiscounted expected cash flows are less than the carrying amount of the assets, an impairment charge is recorded for the excess of the carrying value over the fair value of the asset. The fair value of intangibles and long-lived assets are estimated primarily using undiscounted cash flow analyses. Significant management judgment is involved in evaluating indicators of impairment and developing any required projections to test for recoverability or estimate the fair value of an asset. Furthermore, if management uses different projections or if different conditions occur in future periods, future-operating results could be materially impacted. The Company did not identify any indicators of impairment of long-lived assets from the Hotel Franchising reporting unit during the years ended December 31, 2020, 2019 and 2018, other than impairments on franchise sales commission assets and franchise agreement acquisition cost intangibles resulting from terminations of franchisees from the Choice system as discussed in Note 2. During 2020, the Company recognized impairments of long-lived assets attributable to a commercial office building and a real estate parcel. During 2019, the Company recognized impairments of long-lived assets attributable to the SaaS for vacation rentals reporting unit. Refer to Note 6. The Company evaluates the impairment of goodwill and intangible assets with indefinite lives annually as of December 31 or earlier upon the occurrence of substantive unfavorable changes in economic conditions, industry trends, costs, cash flows, or ongoing declines in market capitalization that indicate that the Company may not be able to recover the carrying amount of the asset. In evaluating these assets for impairment, the Company may elect to first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit or the indefinite lived intangible asset is less than its carrying amount. If the conclusion is that it is not more likely than not that the fair value of the asset is less than its carrying value, then no further testing is required. If the conclusion is that it is more likely than not that the fair value of the asset is less than its carrying value, then a quantitative impairment test is performed whereby the carrying value is compared to the fair value of the asset and an impairment charge is recognized for any excess. The Company may elect to forgo the qualitative assessment and move directly to the quantitative impairment tests for goodwill and indefinite-lived intangibles. The Company determines the fair value of its reporting units and indefinite-lived intangibles using income and market methods. Goodwill is allocated to the Company's reporting units, which are determined by the availability of discrete financial information relied upon by segment management. As of December 31, 2020, the Company's goodwill is allocated to the Hotel Franchising reporting unit. The Company performed the qualitative impairment analysis for the Hotel Franchising reporting unit, concluding that it is more likely than not that the fair value of the reporting unit is greater than its carrying amount. As such, a quantitative test was not required and no impairment was recorded. |
Variable Interest Entities | Variable Interest Entities In accordance with the guidance for the consolidation of variable interest entities ("VIE"), the Company identifies its variable interests and analyzes to determine if the entity in which the Company has a variable interest is a VIE. The Company's variable interests include equity investments, loans, and guaranties. Determination if a variable interest is a VIE includes both quantitative and qualitative consideration. For those entities determined to be VIEs, a further quantitative and qualitative analysis is performed to determine if the Company is deemed the primary beneficiary. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entity's economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant. The Company would consolidate those entities in which it is determined to be the primary beneficiary. As of December 31, 2020, the Company is not the primary beneficiary of any VIE. 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. |
Valuation of Investments in Equity Method Investments | Valuation of Investments in Equity Method Investments The Company evaluates an investment in a venture for impairment when circumstances indicate that the carrying value may not be recoverable, for example due to loan defaults, significant under performance relative to historical or projected operating performance, and significant negative industry or economic trends. When there is indication that a loss in value has occurred, the Company evaluates the carrying value compared to the estimated fair value of the investment. Fair value is based upon internally-developed discounted cash flow models, third-party appraisals, and if appropriate, current estimated net sales proceeds from pending offers. If the estimated fair value is less than carrying value, management uses its judgment to determine if the decline in value is other-than-temporary. In determining this, the Company considers factors including, but not limited to, the length of time and extent of the decline, loss of values as a percentage of the cost, financial condition and near-term financial projections, the Company's intent and ability to recover the lost value, and current economic conditions. For declines in value that are deemed other-than-temporary, impairments are charged to earnings. During the year ended December 31, 2020, the Company recognized impairment charges of $7.3 million related to four separate equity method investments. The impairment charges are classified as equity in net loss of affiliates in the consolidated statements of income. Refer to Note 8. |
Foreign Operations | Foreign OperationsThe United States dollar is the functional currency of the consolidated entities operating in the United States. The functional currency for the consolidated entities operating outside of the United States is generally the currency of the primary economic environment in which the entity primarily generates and expends cash. The Company translates the financial statements of consolidated entities whose functional currency is not the United States dollar into United States dollars. The Company translates assets and liabilities at the exchange rate in effect as of the financial statement date and translates income statement accounts using the weighted average exchange rate for the period. The Company includes translation adjustments from foreign exchange and the effect of exchange rate changes on intercompany transactions of a long-term investment nature as a separate component of shareholders’ deficit. The Company reports foreign currency transaction gains and losses and the effect of inter-company transactions of a short-term or trading nature in SG&A expenses on the consolidated statements of income. |
Leases | Leases The Company determines if an arrangement is a lease and classification as operating or financing at lease inception. Operating leases are included in operating lease right-of-use ("ROU") assets, accrued expenses and other current liabilities, and operating lease liabilities on our consolidated balance sheets. At December 31, 2020 and 2019, the Company did not have any leases classified as financing. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Operating lease ROU assets are further offset by any prepaid rent, lease incentives and initial direct costs incurred. When a lease agreement does not provide an implicit rate, the Company utilizes its incremental borrowing rate based on the information available at commencement date in determining the present value of future minimum lease payments. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Variable lease payments include certain index-based changes in rent, certain non-lease components (such as maintenance and other services provided by the lessor), and other charges included in the lease. Variable lease payments are excluded from future minimum lease payments and expensed as incurred. The Company has made elections to not separate lease and non-lease components for all classes of underlying assets in which it is the lessee nor account for leases with an initial term of 12 months or less on the balance sheet. These short-term leases are expensed on a straight-line basis over the lease term. The Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases ("Topic 842") on January 1, 2019, using the optional transitional method to apply Topic 842 at the effective date rather than at the beginning of the earliest comparative period. Topic 842 did not have an impact on the Company's consolidated statements of income. Refer to Note 19. |
Derivatives | Derivatives The Company periodically uses derivative instruments as part of its overall strategy to manage exposure to market risks associated with fluctuations in interest rates. All outstanding derivative financial instruments are recognized at their fair values as assets or liabilities. The impact on earnings from recognizing the fair values of these instruments depends on their intended use, their hedge designation and their effectiveness in offsetting changes in the fair values of the exposures they are hedging. The Company does not use derivatives for trading purposes. The effective portion of changes in fair value of derivatives designated as cash flow hedging instruments are recorded as a component of accumulated other comprehensive income (loss) and the ineffective portion is reported currently in earnings. The amounts included in accumulated other comprehensive income (loss) are reclassified into earnings in the same period during which the hedged item affects earnings. Amounts reported in earnings are classified consistent with the item being hedged. The Company formally documents all relationships between its hedging instruments and hedged items at inception, including its risk management objective and strategy for establishing various hedge relationships. Cash flows from hedging instruments are classified in the consolidated statements of cash flows consistent with the items being hedged. Hedge accounting is discontinued prospectively when (i) the derivative instrument is no longer effective in offsetting changes in fair value or cash flows of the underlying hedged item, (ii) the derivative instrument expires, is sold, terminated or exercised, or (iii) designating the derivative instrument as a hedge is no longer appropriate. The effectiveness of derivative instruments is assessed at inception and on an ongoing basis. |
Recently Adopted Accounting Guidance and Future Adoption of Accounting Standards | Recently Adopted Accounting Standards In June 2016, the Financial Accounting Standards Board ("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 scope and provisions of Topic 326 impact the allowance for the Company's notes and accounts receivables. The Company adopted Topic 326 on January 1, 2020 using the modified retrospective approach resulting in a cumulative-effect adjustment of $6.8 million with respect to notes receivable (inclusive of deferred taxes), recorded in retained earnings as of the date of adoption. 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. Collateral-dependent financial assets are financial assets for which repayment is expected to be derived substantially through the operation or sale of the collateral and where the borrower is experiencing financial difficulty. For collateral-dependent loans, expected credit losses are based on the fair value of the collateral, less selling costs if repayment will be from the sale of the collateral. Management assesses the credit quality of the portfolio and adequacy of credit loss allowances on an at least quarterly basis. Significant judgment is required in this analysis. Accounts receivable consist primarily of franchise and related fees due from hotel franchisees and are recorded at the invoiced amount. The allowance for credit losses is the Company’s best estimate of the amount of expected credit losses inherent in the accounts receivable balance. The Company determines the allowance considering historical write-off experience, review of aged receivable balances and customer payment trends, the economic environment, and other available evidence. The Company records provisions for credit losses in SG&A expenses and marketing and reservation system expenses in the accompanying consolidated statements of income. When the Company determines that an account is not collectible, the account is written-off to the associated allowance for credit losses. Historically, the Company has considered its credit risk associated with accounts receivables to be partially mitigated due to the dispersion of these receivables across a large number of geographically diverse franchisees. During the year ended December 31, 2020, the Company recorded provisions for credit losses on accounts receivable of $15.6 million in SG&A expenses and $26.0 million in marketing and reservation system expenses, with contemplation to economic and credit conditions resulting from the COVID-19 pandemic and estimates of other expected credit losses. These provisions represent the material valuation activity for the accounts receivable allowance for credit losses. Refer to Note 4 for further discussion of notes receivable and rollforward of our allowance for credit losses. 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 14. 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. 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 ASC 740. 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives | A summary of the ranges of estimated useful lives upon which depreciation rates are based follows: Computer equipment and software 2 - 7 years Buildings and leasehold improvements 10 - 40 years Furniture, fixtures, vehicles and equipment 3 - 10 years |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Contract with Customer, Asset and Liability | Significant changes in the contract liabilities balances during 2020 are as follows: (in thousands) Balance as of December 31, 2019 $ 163,847 Increases to the contract liability balance due to cash received 69,116 Revenue recognized in the period (76,736) Balance as of December 31, 2020 $ 156,227 |
Disaggregation of Revenue | The following table presents our revenues by over time and point in time recognition: Year Ended December 31, 2020 (in thousands) Over time Point in time Total Royalty fees $ 263,308 $ — $ 263,308 Initial franchise and relicensing fees 25,906 — 25,906 Procurement services 42,919 2,323 45,242 Marketing and reservation system 325,785 76,783 402,568 Owned hotels 16,824 2,912 19,736 Other 15,838 — 15,838 Topic 606 revenues $ 690,580 $ 82,018 772,598 Non-Topic 606 revenues 1,474 Total revenues $ 774,072 Year Ended December 31, 2019 (in thousands) Over time Point in time Total Royalty fees $ 388,151 $ — $ 388,151 Initial franchise and relicensing fees 27,489 — 27,489 Procurement services 58,248 3,181 61,429 Marketing and reservation system 499,368 78,058 577,426 Owned hotels 17,345 2,821 20,166 Other 38,860 141 39,001 Topic 606 revenues $ 1,029,461 $ 84,201 1,113,662 Non-Topic 606 revenues 1,158 Total revenues $ 1,114,820 Year Ended December 31, 2018 (in thousands) Over time Point in time Total Royalty fees $ 376,676 $ — $ 376,676 Initial franchise and relicensing fees 26,072 — 26,072 Procurement services 49,496 2,592 52,088 Marketing and reservation system 490,025 53,652 543,677 Owned hotels — — — Other 40,360 1,058 41,418 Topic 606 revenues $ 982,629 $ 57,302 1,039,931 Non-Topic 606 revenues 1,373 Total revenues $ 1,041,304 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule Of Other Current Assets | Other current assets consist of the following: December 31, (in thousands) 2020 2019 Prepaid expenses $ 16,164 $ 21,016 Other current assets 3,816 3,711 Total other current assets $ 19,980 $ 24,727 |
Notes Receivable and Allowanc_2
Notes Receivable and Allowance for Losses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounts and Financing Receivable, after Allowance for Credit Loss [Abstract] | |
Schedule of notes receivable | The composition of notes receivable balances based on the level of security credit quality indicator and the allowance for credit losses is as follows: December 31, (in thousands) 2020 2019 Senior $ 104,716 $ 98,545 Subordinated 33,234 32,153 Unsecured 1,367 2,316 Total notes receivable 139,317 133,014 Total allowance for notes receivable credit losses 19,484 4,556 Total notes receivable, net of allowance $ 119,833 $ 128,458 Current portion, net of allowance $ 24,048 $ 25,404 Long-term portion, net of allowance $ 95,785 $ 103,054 |
Scheduled of amortized cost basis by year and level of security credit quality indicator | 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 $ — $ 28,643 $ 15,200 $ 60,873 $ 104,716 Subordinated — 2,515 11,360 19,359 33,234 Unsecured — — 581 786 1,367 Total notes receivable $ — $ 31,158 $ 27,141 $ 81,018 $ 139,317 |
Summary of activity related to allowance for losses | The following table summarizes the activity related to the Company’s notes receivable allowance for credit losses, including the impacts of adopting Topic 326: December 31, (in thousands) 2020 2019 Beginning balance $ 4,556 $ 4,685 Reserves established from adoption of Topic 326 8,348 — Provisions for credit losses 7,634 — Write-offs (1,054) (129) Ending balance $ 19,484 $ 4,556 |
Schedule of past due balances by credit quality indicators | by credit quality indicator of the notes receivable amortized cost basis are as follows: (in thousands) 30-89 days > 90 days Total Current Total Notes Receivable As of December 31, 2020 Senior $ — $ 15,200 $ 15,200 $ 89,516 $ 104,716 Subordinated — 2,209 2,209 31,025 33,234 Unsecured — — — 1,367 1,367 $ — $ 17,409 $ 17,409 $ 121,908 $ 139,317 As of December 31, 2019 Senior $ — $ — $ — $ 98,545 $ 98,545 Subordinated — — — 32,153 32,153 Unsecured — — — 2,316 2,316 $ — $ — $ — $ 133,014 $ 133,014 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Components of Property and Equipment | The components of property and equipment are: December 31, (in thousands) 2020 2019 Land and land improvements $ 29,001 $ 29,648 Construction in progress and software under development 30,776 20,138 Computer equipment and software 217,594 197,665 Buildings and leasehold improvements 218,421 229,961 Furniture, fixtures, vehicles and equipment 62,530 60,798 Property and equipment, at cost 558,322 538,210 Less: Accumulated depreciation and amortization (223,421) (186,708) Property and equipment, at cost, net $ 334,901 $ 351,502 |
Goodwill, Impairment of Asset_2
Goodwill, Impairment of Assets, and Loss on Sale of Business (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table details the carrying amount of our goodwill: December 31, (in thousands) 2020 2019 Goodwill $ 166,774 $ 173,070 Accumulated impairment losses (7,578) (7,578) Disposition — (6,296) Goodwill, net carrying amount $ 159,196 $ 159,196 The following is a summary of changes in the carrying amount of goodwill: (in thousands) December 31, 2019 Acquisitions Foreign Exchange Impairment Disposition December 31, 2020 Hotel Franchising $ 159,196 $ — $ — $ — $ — $ 159,196 Other — — — — — — Total $ 159,196 $ — $ — $ — $ — $ 159,196 (in thousands) December 31, 2018 Acquisitions Foreign Exchange Impairment Disposition December 31, 2019 Hotel Franchising $ 159,196 $ — $ — $ — $ — $ 159,196 Other 9,800 — (407) (3,097) (6,296) — Total $ 168,996 $ — $ (407) $ (3,097) $ (6,296) $ 159,196 |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Franchise Rights and Other Identifiable Intangible Assets | The components of the Company's intangible assets are as follows: As of December 31, 2020 As of December 31, 2019 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value Franchise Rights (1) $ 190,714 $ 98,027 $ 92,687 $ 190,637 $ 90,280 $ 100,357 Franchise Agreement Acquisition Costs (2) 223,536 43,036 180,500 198,352 41,667 156,685 Trademarks & Other (3) 17,810 13,937 3,873 17,341 12,595 4,746 Capitalized SaaS Licenses (4) 11,779 8,128 3,651 10,880 5,261 5,619 Total amortizing intangible assets 443,839 163,128 280,711 417,210 149,803 267,407 Trademarks (non-amortizing) (5) 23,014 — 23,014 23,014 — 23,014 Total intangible assets $ 466,853 $ 163,128 $ 303,725 $ 440,224 $ 149,803 $ 290,421 (1) Represents the purchase price assigned to long-term franchise contracts. The unamortized balance relates primarily to the acquisition of the WoodSpring franchise rights. The franchise rights are being amortized over lives ranging from 12 to 20 years on a straight-line basis. (2) Represents certain payments to customers as an incentive to enter into new franchise agreements generally amortized as an offset to royalty fees and marketing and reservation system fees over lives ranging from 5 to 30 years on a straight-line basis commencing at hotel opening. Gross and accumulated amortization amounts are written off upon full amortization recognition, including at termination of an associated franchise agreement. Refer to Note 2. (3) Represents definite-lived trademarks and other various amortizing assets generally amortized on a straight-line basis over a period of 8 years to 40 years. (4) Represents software licenses capitalized under a SaaS agreement generally amortized on a straight-line basis over a period of 3 to 5 years. (5) Represents the purchase price assigned to the WoodSpring and Suburban trademarks at acquisition. The trademarks are expected to generate future cash flows for an indefinite period of time and therefore are non-amortizing. | |
Schedule of Intangible Assets, Estimated Annual Amortization Expense | The estimated annual amortization expense related to the Company’s amortizing intangible assets for each of the years ending December 31, 2021 through 2025 is as follows: (in thousands) 2021 $ 22,129 2022 $ 20,428 2023 $ 18,961 2024 $ 18,579 2025 $ 18,042 |
Investments in Unconsolidated_2
Investments in Unconsolidated Entities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity method investment ownership interests and financial information | Equity method investment ownership interests at December 31, 2020 and 2019 are as follows: Ownership Interest December 31, 2020 December 31, 2019 Main Street WP Hotel Associates, LLC 50 % 50 % CS Hotel 30W46th, LLC 25 % 25 % CS Brickell, LLC (2) — % 50 % CS Hotel West Orange, LLC 50 % 50 % Hotel JV Services, LLC (1), (3) — % 16 % City Market Hotel Development, LLC 43 % 43 % CS Woodlands, LLC 50 % 50 % 926 James M. Wood Boulevard, LLC 75 % 75 % CS Dallas Elm, LLC 45 % 45 % Choice Hotels Canada, Inc. (1) 50 % 50 % Pine Street Long Beach LLC 50 % 50 % SY Valley Vineyard Resorts LLC 50 % 50 % CS Lakeside Santa Clara LLC 50 % 50 % BL 219 Holdco, LP 50 % 50 % Integrated 32 West Randolph LLC 20 % 20 % (1) Non-VIE investments (2) During the fourth quarter of 2020, the Company sold its ownership interest in the equity method investment recognizing a gain of $1.1 million. (3) During the second quarter of 2020, the Company terminated its ownership interest in the equity method investment and recognized a loss of $0.6 million. The following tables present summarized financial information for all unconsolidated ventures in which the Company holds an investment that is accounted for under the equity method: Year Ended December 31, (in thousands) 2020 2019 2018 Revenues $ 30,364 $ 109,896 $ 118,324 Operating (loss) income (6,494) 12,617 11,790 Income (loss) from continuing operations (18,366) (1,400) 1,658 Net (loss) income $ (18,977) $ (2,564) $ 477 As of December 31, (in thousands) 2020 2019 Current assets $ 21,046 $ 53,324 Non-current assets 364,531 390,881 Total assets $ 385,577 $ 444,205 Current liabilities $ 25,735 $ 27,583 Non-current liabilities 263,459 261,039 Total liabilities $ 289,194 $ 288,622 |
Other Assets (Table)
Other Assets (Table) | 12 Months Ended |
Dec. 31, 2020 | |
Other Assets [Abstract] | |
Components of Other Assets | Other assets consist of the following at: December 31, (in thousands) 2020 2019 Land and buildings $ 20,303 $ 29,700 Capitalized franchise sales commissions (refer to Note 2) 54,272 55,662 Other assets 13,821 12,080 Total other assets $ 88,396 $ 97,442 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses and other current liabilities consist of the following: December 31, (in thousands) 2020 2019 Accrued compensation and benefits $ 37,454 $ 41,939 Accrued interest 14,712 12,954 Dividends payable (1) — 12,535 Termination benefits 2,837 1,782 Income taxes payable 7,041 — Current operating lease liabilities 10,603 10,099 Other liabilities and contingencies 6,273 11,055 Total $ 78,920 $ 90,364 (1) In light of uncertainty resulting from the COVID-19 pandemic, in the second quarter of 2020 the Company suspended future, undeclared dividends while the pandemic is significantly impacting travel. |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Revenue and Credits [Abstract] | |
Components of Deferred Revenue | Deferred revenue consists of the following: December 31, (in thousands) 2020 2019 Initial franchising and relicensing fees $ 97,340 $ 106,196 Loyalty programs 63,625 60,428 System implementation fees 6,760 7,986 Procurement services fees 2,508 6,037 Other 2,463 3,609 Total deferred revenue $ 172,696 $ 184,256 Current portion $ 50,290 $ 71,594 Long-term portion $ 122,406 $ 112,662 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Components of Debt | Debt consists of the following: December 31, (in thousands) 2020 2019 $400 million senior unsecured notes due 2022 with an effective interest rate of 6.0% less deferred issuance costs of $0.7 million and $2.3 million at December 31, 2020 and December 31, 2019, respectively $ 215,827 $ 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 $5.4 million and $6.0 million at December 31, 2020 and December 31, 2019, respectively 394,635 394,039 $600 million senior unsecured 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 $6.1 million at December 31, 2020 443,860 — 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 $0.2 million at December 31, 2019 — 7,511 Economic development loans with an effective interest rate of 3.0% at December 31, 2020 and December 31, 2019, respectively 4,416 4,416 Total debt $ 1,058,738 $ 851,613 Less current portion — 7,511 Total long-term debt $ 1,058,738 $ 844,102 (1) During the third quarter of 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 December 31, 2020, deferred issuance costs of $2.4 million for the senior unsecured revolving credit facility are presented in other assets in the consolidated balance sheets. |
Schedule of Maturities of Long-term Debt | Scheduled principal maturities of debt, net of unamortized discounts, premiums and deferred issuance costs, as of December 31, 2020 were as follows: (in thousands) Senior Notes Other Notes Total 2021 — — — 2022 215,827 — 215,827 2023 — 4,416 4,416 2024 — — — 2025 — — — Thereafter 838,495 — 838,495 Total payments $ 1,054,322 $ 4,416 $ 1,058,738 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Assets | As of December 31, 2020 and 2019, the Company had the following assets measured at fair value on a recurring basis: Fair Value Measurements at Reporting Date Using (in thousands) Total Level 1 Level 2 Level 3 December 31, 2020 Mutual funds (1) $ 28,520 $ 28,520 $ — $ — Money market funds (1) 2,836 — 2,836 — Total $ 31,356 $ 28,520 $ 2,836 $ — 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. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Total income before income taxes, classified by source of income, was as follows: Year Ended December 31, (in thousands) 2020 2019 2018 U.S. $ 38,475 $ 259,943 $ 251,056 Outside the U.S. 14,531 9,986 22,202 Income from continuing operations before income taxes $ 53,006 $ 269,929 $ 273,258 |
Schedule of Components of Income Tax Expense (Benefit) | The provision for income taxes, classified by the timing and location of payment, was as follows: Year Ended December 31, (in thousands) 2020 2019 2018 Current tax expense Federal $ 14,345 $ 31,556 $ 48,941 State 4,303 10,154 8,966 Foreign 2,300 1,619 1,471 Deferred tax (benefit) expense Federal (12,333) 3,380 (1,459) State (1,953) 1,635 (959) Foreign (29,043) (1,293) (57) Income taxes $ (22,381) $ 47,051 $ 56,903 |
Schedule of Deferred Tax Assets and Liabilities | Net deferred tax assets consisted of: December 31, (in thousands) 2020 2019 Deferred tax assets: Accrued compensation $ 13,251 $ 13,070 Deferred revenue 26,430 28,436 Receivable, net 18,044 5,655 Tax credits 11,671 8,978 Operating lease liabilities 6,359 7,324 Foreign net operating losses 5,749 2,330 Non-US intellectual property 30,243 — Other 5,420 2,827 Total gross deferred tax assets 117,167 68,620 Less: Valuation allowance (20,099) (10,840) Deferred tax assets $ 97,068 $ 57,780 Deferred tax liabilities: Property, equipment and intangible assets $ (20,331) $ (22,280) Operating lease ROU assets (6,359) (7,324) Partnership interests (550) (3,002) Other (2,083) (4,427) Deferred tax liabilities (29,323) (37,033) Net deferred tax assets $ 67,745 $ 20,747 |
Schedule of Effective Income Tax Rate Reconciliation | The statutory United States federal income tax rate reconciles to the effective income tax rates for continuing operations as follows: Year Ended December 31, 2020 2019 2018 Statutory U.S. federal income tax rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal tax benefit 4.6 % 3.5 % 2.9 % Benefits related to foreign operations (4.2) % (0.6) % (0.5) % Benefits related to compensation (5.8) % (1.3) % (1.5) % Unrecognized tax positions 4.7 % 2.0 % (0.4) % Transition Tax imposed on unrepatriated foreign earnings — % — % (0.1) % Write-down of net deferred tax assets due to U.S. rate change — % — % 0.4 % International Reorganization (65.2) % — % — % Tax credits (15.2) % (9.9) % (0.5) % Valuation allowance 17.5 % 3.4 % — % Other 0.4 % (0.7) % (0.5) % Effective income tax rates (42.2) % 17.4 % 20.8 % |
Reconciliation of Unrecognized Tax Benefits | The following table presents a reconciliation of the beginning and ending amounts of unrecognized tax benefits: (in thousands) 2020 2019 2018 Balance, January 1 $ 7,738 $ 1,588 $ 2,284 Changes for tax positions of prior years 1,174 4,633 (861) Increases for tax positions related to the current year 1,281 2,084 165 Settlements and lapsing of statutes of limitations — (567) — Balance, December 31 $ 10,193 $ 7,738 $ 1,588 |
Share-Based Compensation and _2
Share-Based Compensation and Capital Stock (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Weighted Average Assumptions of Black-Scholes Option-Pricing Model | The fair value of the options granted was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions: 2020 2019 2018 Risk-free interest rate 0.99 % 2.46 % 2.58 % Expected volatility 20.88 % 21.49 % 21.17 % Expected life of stock option 5.9 years 4.4 years 4.6 years Dividend yield 0.99 % 1.06 % 1.05 % Requisite service period 4 years 4 years 4 years Contractual life 10 years 7 years 7 years Weighted average fair value of options granted (per option) $ 17.25 $ 15.84 $ 16.27 |
Schedule of Options Outstanding and Exercisable | The following table summarizes information about stock options outstanding as of December 31, 2020: Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding at December 31, 2020 Weighted Average Weighted Number Exercisable at December 31, 2020 Weighted $45.59 to $55.00 223,012 2.12 years $ 51.27 223,012 $ 51.27 $55.01 to $65.00 194,337 2.2 years $ 62.15 169,042 $ 62.34 $65.01 to $85.00 247,337 4.7 years $ 81.32 88,201 $ 81.39 $85.01 to $91.28 154,924 9.2 years $ 91.28 — $ — 819,610 4.2 years $ 70.48 480,255 $ 60.70 |
Summary of Activity Related to Restricted Stock Grants | The following table is a summary of activity related to restricted stock grants: For the Year Ended December 31, 2020 2019 2018 Restricted shares granted 158,133 167,731 101,325 Weighted average grant date fair value per share $ 90.18 $ 81.92 $ 81.21 Aggregate grant date fair value (in thousands) $ 14,260 $ 13,741 $ 8,229 Restricted shares forfeited 36,860 32,735 46,785 Vesting service period of shares granted 12 - 48 months 12 - 48 months 12 - 48 months Fair value of shares vested (in thousands) $ 9,000 $ 10,671 $ 8,025 |
Summary of Activity Related to PVRSU Grants | The following table is a summary of activity related to PVRSU grants: For the Years Ended December 31, 2020 2019 2018 PVRSUs granted at target 170,471 83,934 100,919 Weighted average grant date fair value per share $ 134.26 $ 81.15 $ 81.25 Aggregate grant date fair value (in thousands) $ 22,888 $ 6,811 $ 8,200 PVRSUs forfeited & expired 33,080 18,379 27,255 Requisite service period 31 - 36 months 36 to 48 months 36 to 39 months |
Summary of Change in Stock-Based Award Activity | A summary of stock-based award activity as of December 31, 2020, 2019 and 2018 and the changes during those years are presented below: 2020 Stock Options Restricted Stock Performance Vested Options Weighted Average Exercise Price Weighted Shares Weighted Shares Weighted Outstanding as of January 1, 2020 873,895 $ 61.69 312,097 $ 75.23 330,716 $ 70.03 Granted 158,620 91.28 158,133 90.18 170,471 134.26 Performance-based leveraging* — — — — 30,116 60.68 Exercised/vested (209,209) 49.17 (128,931) 69.80 (176,471) 58.68 Expired — — — — (16,117) 60.50 Forfeited (3,696) 91.28 (36,860) 81.98 (16,963) 82.25 Outstanding as of December 31, 2020 819,610 $ 70.48 4.2 years 304,439 $ 84.48 321,752 $ 109.25 Options exercisable as of December 31, 2020 480,255 $ 60.70 2.5 years * PVRSU units outstanding have been increased by 30,116 units during the year ended December 31, 2020, due to the Company exceeding the targeted performance conditions contained in PVRSU's granted in prior periods. 2019 Stock Options Restricted Stock Performance Vested Options Weighted Average Exercise Price Weighted Shares Weighted Shares Weighted Outstanding as of January 1, 2019 1,186,180 $ 54.13 303,765 $ 65.06 336,820 $ 63.28 Granted 141,827 81.15 167,731 81.92 83,934 81.15 Performance-based leveraging* — — — — 1,583 51.49 Exercised/vested (446,456) 47.96 (126,664) 60.39 (73,242) 50.69 Expired — — — — — — Forfeited (7,656) 51.49 (32,735) 72.54 (18,379) 72.50 Outstanding as of December 31, 2019 873,895 $ 61.69 3.5 years 312,097 $ 75.23 330,716 $ 70.03 Options exercisable as of December 31, 2019 513,924 $ 55.10 2.6 years * PVRSU units outstanding have been increased by 1,583 units during the year ended December 31, 2019, due to the Company exceeding the targeted performance conditions contained in PVRSU's granted in prior periods. 2018 Stock Options Restricted Stock Performance Vested Options Weighted Average Exercise Price Weighted Shares Weighted Shares Weighted Outstanding as of January 1, 2018 1,976,326 $ 50.80 348,876 $ 57.05 294,204 $ 56.95 Granted 109,045 81.55 101,325 81.21 100,919 81.25 Exercised/vested (832,809) 49.66 (99,651) 55.64 (31,048) 60.60 Expired (2,018) 63.47 — — (416) 64.49 Forfeited (64,364) 55.79 (46,785) 60.40 (26,839) 64.49 Outstanding as of December 31, 2018 1,186,180 $ 54.13 3.5 years 303,765 $ 65.06 336,820 $ 63.28 Options exercisable as of December 31, 2018 753,681 $ 49.55 2.7 years |
Pre-Tax Stock-Based Compensation Expenses and Associated Income Tax Benefits | The components of the Company’s pretax stock-based compensation expense and associated income tax benefits are as follows: For the Year Ended December 31, (in thousands) 2020 2019 2018 Stock options $ 1,975 $ 2,194 $ 2,433 Restricted stock 8,731 8,043 6,759 Performance vested restricted stock units (3,466) 6,409 5,798 Total share-based compensation expense $ 7,241 $ 16,646 $ 14,990 Income tax benefit $ 1,706 $ 4,010 $ 3,583 |
Schedule of Unrecognized Compensation Cost, Nonvested Awards | The total unrecognized compensation costs related to stock-based awards that have not yet vested and the related weighted average amortization period over which the costs are to be recognized as of December 31, 2020 are as follows: (in thousands) Unrecognized Compensation Expense on Unvested Awards Weighted Average Remaining Amortization Period Stock options $ 3,696 2.6 years Restricted stock 18,173 2.4 years Performance vested restricted stock units 33,137 1.6 years Total $ 55,006 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Components of Accumulated Other Comprehensive Loss | The components of accumulated other comprehensive loss is as follows: December 31, (in thousands) 2020 2019 2018 Foreign currency translation adjustments $ (4,646) $ (4,550) $ (4,010) Deferred loss on cash flow hedge — — (1,436) Total accumulated other comprehensive loss $ (4,646) $ (4,550) $ (5,446) |
Changes in Accumulated Other Comprehensive Loss, by Component | The following represents the changes in accumulated other comprehensive loss, net of tax by component for the years ended December 31, 2020 and 2019: Year Ended December 31, 2020 Year Ended December 31, 2019 (in thousands) Loss on Cash Flow Hedge Foreign Currency Items Total Loss on Cash Flow Hedge Foreign Currency Items Total Beginning Balance $ — $ (4,550) $ (4,550) $ (1,436) $ (4,010) $ (5,446) Other comprehensive loss before reclassification — (96) (96) — (540) (540) Amounts reclassified from accumulated other comprehensive income — — — 1,436 — 1,436 Net current period other comprehensive (loss) income — (96) (96) 1,436 (540) 896 Ending Balance $ — $ (4,646) $ (4,646) $ — $ (4,550) $ (4,550) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, (in thousands, except per share amounts) 2020 2019 2018 Numerator: Net income $ 75,387 $ 222,878 $ 216,355 Income allocated to participating securities (423) (1,352) (1,248) Net income available to common shareholders $ 74,964 $ 221,526 $ 215,107 Denominator: Weighted average common shares outstanding - basic 55,175 55,358 56,130 Basic earnings per share $ 1.36 $ 4.00 $ 3.83 Numerator: Net income $ 75,387 $ 222,878 $ 216,355 Income allocated to participating securities (423) (1,346) (1,241) Net income available to common shareholders $ 74,964 $ 221,532 $ 215,114 Denominator: Weighted average common shares outstanding - basic 55,175 55,358 56,130 Diluted effect of stock options and PVRSUs 354 310 471 Weighted average common shares outstanding - diluted 55,529 55,668 56,601 Diluted earnings per share $ 1.35 $ 3.98 $ 3.80 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following securities have been excluded from the calculation of diluted weighted average common shares outstanding as the inclusion of these securities would have an anti-dilutive effect: Year Ended December 31, (in thousands) 2020 2019 2018 Stock Options 155 — 106 PVRSUs 231 168 243 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Lease Cost | The Company's lease costs were as follows: Year Ended December 31, (in thousands) 2020 2019 Operating lease cost $ 9,700 $ 9,837 Short-term lease cost 280 — Sublease income — (84) Total lease cost $ 9,980 $ 9,753 |
Schedule of Operating Lease Assets and Liabilities | Leases recorded on the consolidated balance sheet consist of the following: December 31, (in thousands) 2020 2019 Assets: Operating lease right-of-use assets $ 17,688 $ 24,088 Liabilities: Current operating lease liabilities $ 10,603 $ 10,099 Long-term operating lease liabilities 12,739 21,270 Total lease liabilities $ 23,342 $ 31,369 |
Schedule of Operating Leases, Other Information | Other information related to the Company's lease arrangements is as follows: Year Ended December 31, (in thousands) 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 11,926 $ 12,322 ROU assets obtained in exchange for lease liabilities in non-cash transactions: Operating lease assets obtained in exchange for operating lease liabilities $ 2,364 $ 3,818 Weighted-average remaining lease term 2.24 years 3.09 years Weighted-average discount rate (1) 3.55 % 3.60 % (1) Discount rates used for existing operating leases upon adoption of Topic 842 were established based on remaining lease term as of January 1, 2019. |
Schedule of Operating Lease Maturities | Maturities of lease liabilities as of December 31, 2020 are as follows: (in thousands) 2021 $ 11,237 2022 9,506 2023 3,623 2024 51 2025 — Thereafter — Total minimum lease payments $ 24,417 Less imputed interest 1,075 Present value of minimum lease payments $ 23,342 |
Reportable Segment Information
Reportable Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Financial Information for Company's Franchising Segment | The following tables present the financial information for the Company's segments: For the Year Ended December 31, 2020 (in thousands) Hotel Franchising Corporate Intersegment Eliminations Consolidated Revenues $ 747,329 $ 28,257 $ (1,514) $ 774,072 Operating income (loss) 191,301 (69,248) — 122,053 Depreciation and amortization 8,000 17,831 — 25,831 Income (loss) before income taxes 176,012 (123,006) — 53,006 For the Year Ended December 31, 2019 (in thousands) Hotel Franchising Corporate Intersegment Eliminations Consolidated Revenues $ 1,085,860 $ 30,700 $ (1,740) $ 1,114,820 Operating income (loss) 392,405 (73,763) — 318,642 Depreciation and amortization 7,995 10,833 — 18,828 Income (loss) before income taxes 382,829 (112,900) — 269,929 For the Year Ended December 31, 2018 (in thousands) Hotel Franchising Corporate Intersegment Eliminations Consolidated Revenues $ 1,027,047 $ 14,257 $ — $ 1,041,304 Operating income (loss) 378,014 (59,540) — 318,474 Depreciation and amortization 7,352 6,978 — 14,330 Income (loss) before income taxes 372,691 (99,433) — 273,258 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The fair value of the assets and liabilities is as follows: (in thousands) Cash $ 250 Accounts receivables 1,258 Prepaid 23 Contract assets 115,000 Tradename 22,000 Goodwill 93,384 Accounts payable (348) Total Consideration $ 231,567 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Revenues (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020USD ($)hotel | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Revenue from External Customer [Line Items] | |||
Marketing and reservation system expenses in excess of revenues | $ 44.3 | $ 1.7 | $ 9.4 |
Current deferred revenue | 23 | ||
Long-term deferred revenue | $ 40.6 | ||
Loyalty points redemption period | 3 years | ||
Number of hotels acquired | hotel | 5 | ||
Minimum | |||
Revenue from External Customer [Line Items] | |||
Franchise agreement initial term in years | 10 years | ||
Franchise fee period | 5 years | ||
Maximum | |||
Revenue from External Customer [Line Items] | |||
Franchise agreement initial term in years | 30 years | ||
Franchise fee period | 10 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2020USD ($)equityMethodInvestment | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Significant Accounting Policies [Line Items] | |||||
Advertising expense | $ 88,500,000 | $ 158,400,000 | $ 141,800,000 | ||
Impairment of goodwill | 0 | 3,097,000 | 4,289,000 | ||
Impairment charges related to equity method investments | $ 7,300,000 | ||||
Number of equity method investments | equityMethodInvestment | 4 | ||||
Foreign currency transaction gains and (losses) | $ (400,000) | (100,000) | 300,000 | ||
Retained earnings | 1,024,500,000 | 968,833,000 | |||
Selling, General and Administrative Expenses | |||||
Significant Accounting Policies [Line Items] | |||||
Provision for credit losses | 15,600,000 | ||||
Marketing and reservation fees | |||||
Significant Accounting Policies [Line Items] | |||||
Provision for credit losses | 26,000,000 | ||||
Property and equipment | |||||
Significant Accounting Policies [Line Items] | |||||
Interest costs capitalized | 100,000 | 200,000 | |||
Cumulative Effect, Period of Adoption, Adjustment | |||||
Significant Accounting Policies [Line Items] | |||||
Retained earnings | 6,800,000 | ||||
Hotel Franchising | |||||
Significant Accounting Policies [Line Items] | |||||
Impairment of goodwill | 0 | 0 | 0 | ||
Impairment of intangible assets, indefinite-lived (excluding goodwill) | $ 0 | $ 0 | $ 0 | ||
Sass for Vacation Rentals | |||||
Significant Accounting Policies [Line Items] | |||||
Impairment of goodwill | $ 3,100,000 | $ 4,300,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Computer equipment and software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 2 |
Computer equipment and software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 |
Buildings and leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 |
Buildings and leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 40 |
Furniture, fixtures, vehicles and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 |
Furniture, fixtures, vehicles and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 |
Revenue - Contract liability (D
Revenue - Contract liability (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Changes in Contract Liability [Roll Forward] | |
Contract with customer, liability, beginning balance | $ 163,847 |
Increases to the contract liability balance due to cash received | 69,116 |
Revenue recognized in the period | (76,736) |
Contract with customer, liability, ending balance | $ 156,227 |
Revenue - Textual (Details)
Revenue - Textual (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue from External Customer [Line Items] | |||
Revenue, remaining performance obligation, amount | $ 156,200 | ||
Capitalized franchise sales commissions | 54,272 | $ 55,662 | |
Topic 606 revenues | 774,072 | 1,114,820 | $ 1,041,304 |
Corporate, Non-Segment | |||
Revenue from External Customer [Line Items] | |||
Topic 606 revenues | 28,257 | 30,700 | 14,257 |
Intersegment Eliminations | |||
Revenue from External Customer [Line Items] | |||
Topic 606 revenues | (1,514) | (1,740) | 0 |
Marketing, Reservation and Procurement Services | Transferred at Point in Time | |||
Revenue from External Customer [Line Items] | |||
Topic 606 revenues | 79,100 | 81,200 | 56,200 |
Selling, General and Administrative Expenses | |||
Revenue from External Customer [Line Items] | |||
Amortization expense and impairment loss | (9,700) | (10,000) | (9,000) |
Selling, General and Administrative Expenses and Marketing and Reservation System Expenses | |||
Revenue from External Customer [Line Items] | |||
Amortization expense and impairment loss | $ (2,000) | $ (1,000) | $ (300) |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | $ 774,072 | $ 1,114,820 | $ 1,041,304 |
Total revenues | 774,072 | 1,114,820 | 1,041,304 |
Effect of Topic 606 Revenues | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 772,598 | 1,113,662 | 1,039,931 |
Effect of Topic 606 Revenues | Transferred over Time | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 690,580 | 1,029,461 | 982,629 |
Effect of Topic 606 Revenues | Transferred at Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 82,018 | 84,201 | 57,302 |
Effect of Non-Topic 606 Revenues | |||
Disaggregation of Revenue [Line Items] | |||
Non-Topic 606 revenues | 1,474 | 1,158 | 1,373 |
Royalty fees | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 263,308 | 388,151 | 376,676 |
Royalty fees | Effect of Topic 606 Revenues | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 263,308 | 388,151 | 376,676 |
Royalty fees | Effect of Topic 606 Revenues | Transferred over Time | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 263,308 | 388,151 | 376,676 |
Royalty fees | Effect of Topic 606 Revenues | Transferred at Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 0 | 0 | 0 |
Initial franchise and relicensing fees | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 25,906 | 27,489 | 26,072 |
Initial franchise and relicensing fees | Effect of Topic 606 Revenues | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 25,906 | 27,489 | 26,072 |
Initial franchise and relicensing fees | Effect of Topic 606 Revenues | Transferred over Time | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 25,906 | 27,489 | 26,072 |
Initial franchise and relicensing fees | Effect of Topic 606 Revenues | Transferred at Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 0 | 0 | 0 |
Procurement services | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 45,242 | 61,429 | 52,088 |
Procurement services | Effect of Topic 606 Revenues | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 45,242 | 61,429 | 52,088 |
Procurement services | Effect of Topic 606 Revenues | Transferred over Time | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 42,919 | 58,248 | 49,496 |
Procurement services | Effect of Topic 606 Revenues | Transferred at Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 2,323 | 3,181 | 2,592 |
Marketing and reservation system | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 402,568 | 577,426 | 543,677 |
Marketing and reservation system | Effect of Topic 606 Revenues | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 402,568 | 577,426 | 543,677 |
Marketing and reservation system | Effect of Topic 606 Revenues | Transferred over Time | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 325,785 | 499,368 | 490,025 |
Marketing and reservation system | Effect of Topic 606 Revenues | Transferred at Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 76,783 | 78,058 | 53,652 |
Owned hotels | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 20,168 | 20,282 | 0 |
Owned hotels | Effect of Topic 606 Revenues | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 19,736 | 20,166 | 0 |
Owned hotels | Effect of Topic 606 Revenues | Transferred over Time | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 16,824 | 17,345 | 0 |
Owned hotels | Effect of Topic 606 Revenues | Transferred at Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 2,912 | 2,821 | 0 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 16,880 | 40,043 | 42,791 |
Other | Effect of Topic 606 Revenues | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 15,838 | 39,001 | 41,418 |
Other | Effect of Topic 606 Revenues | Transferred over Time | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | 15,838 | 38,860 | 40,360 |
Other | Effect of Topic 606 Revenues | Transferred at Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 revenues | $ 0 | $ 141 | $ 1,058 |
Other Current Assets - Schedule
Other Current Assets - Schedule of other current assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid expenses | $ 16,164 | $ 21,016 |
Other current assets | 3,816 | 3,711 |
Total other current assets | $ 19,980 | $ 24,727 |
Notes Receivable and Allowanc_3
Notes Receivable and Allowance for Losses - Schedule of notes receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total notes receivable | $ 139,317 | $ 133,014 | |
Total allowance for notes receivable credit losses | 19,484 | 4,556 | $ 4,685 |
Total notes receivable, net of allowance | 119,833 | 128,458 | |
Current portion, net of allowance | 24,048 | 25,404 | |
Long-term portion, net of allowance | 95,785 | 103,054 | |
Senior | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total notes receivable | 104,716 | 98,545 | |
Subordinated | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total notes receivable | 33,234 | 32,153 | |
Unsecured | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total notes receivable | $ 1,367 | $ 2,316 |
Notes Receivable and Allowanc_4
Notes Receivable and Allowance for Losses - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total allowance for notes receivable credit losses | $ 19,484 | $ 4,556 | $ 4,685 |
Retained earnings | 1,024,500 | 968,833 | |
Provisions for credit losses | 7,634 | 0 | |
Notes receivable | 95,785 | 103,054 | |
Financing Receivable | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Provisions for credit losses | 7,800 | ||
Notes Receivable | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total allowance for notes receivable credit losses | 4,600 | ||
Variable Interest Entity, Not Primary Beneficiary | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Notes receivable | 119,300 | 126,500 | |
Cumulative Effect, Period of Adoption, Adjustment | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total allowance for notes receivable credit losses | 8,348 | ||
Retained earnings | 6,800 | ||
Cumulative Effect, Period of Adoption, Adjustment | Notes Receivable | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total allowance for notes receivable credit losses | 12,900 | ||
Interest Rate Below Market Rate | Variable Interest Entity, Not Primary Beneficiary | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Notes receivable | 13,100 | 16,300 | |
Notes receivable, discount | (800) | (1,300) | |
Impaired Loans | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Average notes on nonaccrual status | $ 28,900 | $ 1,700 |
Notes Receivable and Allowanc_5
Notes Receivable and Allowance for Losses - Origination year and credit quality indicators (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Financing Receivable, Credit Quality Indicator [Line Items] | |
2020 | $ 0 |
2019 | 31,158 |
2018 | 27,141 |
Prior | 81,018 |
Total | 139,317 |
Senior | |
Financing Receivable, Credit Quality Indicator [Line Items] | |
2020 | 0 |
2019 | 28,643 |
2018 | 15,200 |
Prior | 60,873 |
Total | 104,716 |
Subordinated | |
Financing Receivable, Credit Quality Indicator [Line Items] | |
2020 | 0 |
2019 | 2,515 |
2018 | 11,360 |
Prior | 19,359 |
Total | 33,234 |
Unsecured | |
Financing Receivable, Credit Quality Indicator [Line Items] | |
2020 | 0 |
2019 | 0 |
2018 | 581 |
Prior | 786 |
Total | $ 1,367 |
Notes Receivable and Allowanc_6
Notes Receivable and Allowance for Losses - Summary of activity related to allowance for losses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Beginning balance | $ 4,556 | $ 4,685 |
Reserves established from adoption of Topic 326 | 19,484 | 4,685 |
Provisions for credit losses | 7,634 | 0 |
Write-offs | (1,054) | (129) |
Ending balance | 19,484 | 4,556 |
Cumulative Effect, Period of Adoption, Adjustment | ||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Beginning balance | 8,348 | |
Reserves established from adoption of Topic 326 | $ 8,348 | 8,348 |
Ending balance | $ 8,348 |
Notes Receivable and Allowanc_7
Notes Receivable and Allowance for Losses - Past due balances (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Total Past Due | $ 17,409 | $ 0 |
Current | 121,908 | 133,014 |
Total Notes Receivable | 139,317 | 133,014 |
Senior | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Total Past Due | 15,200 | 0 |
Current | 89,516 | 98,545 |
Total Notes Receivable | 104,716 | 98,545 |
Subordinated | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Total Past Due | 2,209 | 0 |
Current | 31,025 | 32,153 |
Total Notes Receivable | 33,234 | 32,153 |
Unsecured | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Total Past Due | 0 | 0 |
Current | 1,367 | 2,316 |
Total Notes Receivable | 1,367 | 2,316 |
Financing Receivables, 30 to 89 Days Past Due | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Total Past Due | 0 | 0 |
Financing Receivables, 30 to 89 Days Past Due | Senior | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Total Past Due | 0 | 0 |
Financing Receivables, 30 to 89 Days Past Due | Subordinated | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Total Past Due | 0 | 0 |
Financing Receivables, 30 to 89 Days Past Due | Unsecured | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Total Past Due | 0 | 0 |
Financing Receivables, Equal to Greater than 90 Days Past Due | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Total Past Due | 17,409 | 0 |
Financing Receivables, Equal to Greater than 90 Days Past Due | Senior | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Total Past Due | 15,200 | 0 |
Financing Receivables, Equal to Greater than 90 Days Past Due | Subordinated | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Total Past Due | 2,209 | 0 |
Financing Receivables, Equal to Greater than 90 Days Past Due | Unsecured | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Total Past Due | $ 0 | $ 0 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 558,322 | $ 538,210 |
Less: Accumulated depreciation and amortization | (223,421) | (186,708) |
Property and equipment, at cost, net | 334,901 | 351,502 |
Land and land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 29,001 | 29,648 |
Construction in progress and software under development | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 30,776 | 20,138 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 217,594 | 197,665 |
Buildings and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 218,421 | 229,961 |
Furniture, fixtures, vehicles and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 62,530 | $ 60,798 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) $ in Thousands | Jul. 23, 2019USD ($)hotel | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2019hotel | Jul. 23, 2019equityMethodInvestment |
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment, at cost, net | $ 334,901 | $ 351,502 | |||||
Depreciation and amortization | 25,831 | 18,828 | $ 14,330 | ||||
Depreciation expense, excluding marketing and reservation | 16,900 | 9,700 | 5,500 | ||||
Asset impairment charge | $ 4,300 | ||||||
Software development | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment, at cost, net | 52,200 | 45,200 | |||||
Depreciation and amortization | $ 14,600 | $ 9,700 | $ 11,200 | ||||
Cambria Hotel | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Asset acquisition, consideration transferred | $ 194,000 | ||||||
Four Hotels Joint Ventures | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Asset acquisition, number of hotels in joint ventures | 4 | 4 | 4 | ||||
Asset acquisition, consideration transferred | $ 169,000 |
Goodwill, Impairment of Asset_3
Goodwill, Impairment of Assets, and Loss on Sale of Business - Schedule of carrying amount of goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 166,774 | $ 173,070 | |
Accumulated impairment losses | (7,578) | (7,578) | |
Disposition | 0 | (6,296) | |
Goodwill, net carrying amount | $ 159,196 | $ 159,196 | $ 168,996 |
Goodwill, Impairment of Asset_4
Goodwill, Impairment of Assets, and Loss on Sale of Business - Schedule of changes in goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | $ 159,196 | $ 168,996 | |
Acquisitions | 0 | 0 | |
Foreign Exchange | 0 | (407) | |
Impairment | 0 | (3,097) | $ (4,289) |
Disposition | 0 | (6,296) | |
Goodwill, ending balance | 159,196 | 159,196 | 168,996 |
Hotel Franchising | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | 159,196 | 159,196 | |
Acquisitions | 0 | 0 | |
Foreign Exchange | 0 | 0 | |
Impairment | 0 | 0 | |
Disposition | 0 | 0 | |
Goodwill, ending balance | 159,196 | 159,196 | 159,196 |
Other | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | 0 | 9,800 | |
Acquisitions | 0 | 0 | |
Foreign Exchange | 0 | (407) | |
Impairment | 0 | (3,097) | |
Disposition | 0 | (6,296) | |
Goodwill, ending balance | $ 0 | $ 0 | $ 9,800 |
Goodwill, Impairment of Asset_5
Goodwill, Impairment of Assets, and Loss on Sale of Business - Additional details (Details) $ in Thousands | Jun. 03, 2019USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2020USD ($)reportingUnit | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Goodwill [Line Items] | ||||||||
Number of reporting units | reportingUnit | 2 | |||||||
Impairment of goodwill | $ 0 | $ (3,097) | $ (4,289) | |||||
Goodwill | $ 159,196 | $ 168,996 | 159,196 | 159,196 | 168,996 | |||
Assets | 1,587,333 | 1,587,333 | 1,386,672 | |||||
Impairment of long-lived assets | (14,751) | (7,259) | 0 | |||||
Loss on sale of business | $ (4,700) | $ 0 | (4,674) | 0 | ||||
Operating lease extension option term | 30 years | |||||||
Asset impairment charge | $ 4,300 | |||||||
Other real estate | 29,500 | $ 29,500 | ||||||
Land and Building | ||||||||
Goodwill [Line Items] | ||||||||
Impairment of long-lived assets | (9,200) | |||||||
Property and Equipment | ||||||||
Goodwill [Line Items] | ||||||||
Non-current assets | 11,100 | 11,100 | ||||||
Intangible Assets | ||||||||
Goodwill [Line Items] | ||||||||
Non-current assets | 200 | 200 | ||||||
Sass for Vacation Rentals | ||||||||
Goodwill [Line Items] | ||||||||
Impairment of goodwill | $ (3,100) | (4,300) | ||||||
Goodwill | $ 6,300 | 6,400 | ||||||
Impairment of long-lived assets | $ (7,300) | |||||||
Other | ||||||||
Goodwill [Line Items] | ||||||||
Impairment of goodwill | 0 | (3,097) | ||||||
Goodwill | $ 0 | 9,800 | $ 0 | 0 | 9,800 | |||
Other | Sass for Vacation Rentals | ||||||||
Goodwill [Line Items] | ||||||||
Impairment of goodwill | (4,300) | |||||||
Goodwill | $ 9,800 | $ 9,800 | ||||||
Intangible Assets | Sass for Vacation Rentals | ||||||||
Goodwill [Line Items] | ||||||||
Assets | 4,300 | |||||||
Operating Lease Right-of-use Asset | Sass for Vacation Rentals | ||||||||
Goodwill [Line Items] | ||||||||
Assets | 1,700 | |||||||
Property, Plant and Equipment | Sass for Vacation Rentals | ||||||||
Goodwill [Line Items] | ||||||||
Assets | $ 1,300 |
Intangible assets - Components
Intangible assets - Components of franchise rights and other intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 443,839 | $ 417,210 |
Accumulated Amortization | 163,128 | 149,803 |
Net Carrying Value | 280,711 | 267,407 |
Trademarks (non amortizing) | 23,014 | 23,014 |
Gross Carrying Amount | 466,853 | 440,224 |
Net Carrying Value | 303,725 | 290,421 |
Franchise Rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 190,714 | 190,637 |
Accumulated Amortization | 98,027 | 90,280 |
Net Carrying Value | 92,687 | 100,357 |
Franchise Agreement Acquisition Costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 223,536 | 198,352 |
Accumulated Amortization | 43,036 | 41,667 |
Net Carrying Value | 180,500 | 156,685 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 17,810 | 17,341 |
Accumulated Amortization | 13,937 | 12,595 |
Net Carrying Value | 3,873 | 4,746 |
Capitalized SaaS Licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 11,779 | 10,880 |
Accumulated Amortization | 8,128 | 5,261 |
Net Carrying Value | $ 3,651 | $ 5,619 |
Minimum | Franchise Rights | WoodSpring | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 12 years | |
Minimum | Franchise Agreement Acquisition Costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 5 years | |
Minimum | Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 8 years | |
Minimum | Capitalized SaaS Licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 3 years | |
Maximum | Franchise Rights | WoodSpring | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 20 years | |
Maximum | Franchise Agreement Acquisition Costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 30 years | |
Maximum | Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 40 years | |
Maximum | Capitalized SaaS Licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 5 years |
Intangible assets - Narrative (
Intangible assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 23,600 | $ 19,400 | $ 19,400 |
Impairment of long-lived assets | $ (14,751) | $ (7,259) | $ 0 |
Intangible assets - Franchise r
Intangible assets - Franchise rights future amortization expense (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 | $ 22,129 |
2022 | 20,428 |
2023 | 18,961 |
2024 | 18,579 |
2025 | $ 18,042 |
Investments in Unconsolidated_3
Investments in Unconsolidated Entities - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2019USD ($)hotel | Dec. 31, 2020USD ($)equityMethodInvestment | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jul. 23, 2019equityMethodInvestment | Jul. 23, 2019hotel | Jul. 23, 2019 | Jul. 22, 2019 | |
Schedule of Equity Method Investments [Line Items] | ||||||||
Investments in unconsolidated entities | $ 57,879 | $ 78,655 | ||||||
Net income (loss) attributable to variable interest entities | 15,400 | 11,300 | $ 8,000 | |||||
Impairment charges related to equity method investments | $ 7,300 | |||||||
Number of equity method investments | equityMethodInvestment | 4 | |||||||
Gain on sale of assets, net | $ 6,000 | $ 0 | 100 | $ 82 | ||||
Four Hotels Joint Ventures | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Asset acquisition, ownership interest acquired | 60.00% | |||||||
Asset acquisition, number of hotels in joint ventures | 4 | 4 | 4 | |||||
Variable Interest Entity, Not Primary Beneficiary | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Investments in unconsolidated entities | $ 56,900 | $ 74,400 | ||||||
Variable Interest Entity, Not Primary Beneficiary | FBC-CHI Hotels, LLC | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity method investment, ownership percentage | 40.00% |
Investments in Unconsolidated_4
Investments in Unconsolidated Entities - Investments ownership interest (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Main Street WP Hotel Associates, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 50.00% | 50.00% | |
CS Hotel 30W46th, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 25.00% | 25.00% | |
CS Brickell, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 0.00% | 50.00% | |
Gain (loss) on equity method investment | $ 1.1 | ||
CS Hotel West Orange, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 50.00% | 50.00% | |
Hotel JV Services, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 0.00% | 16.00% | |
Gain (loss) on equity method investment | $ 0.6 | ||
City Market Hotel Development, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 43.00% | 43.00% | |
CS Woodlands, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 50.00% | 50.00% | |
926 James M. Wood Boulevard, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 75.00% | 75.00% | |
CS Dallas Elm, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 45.00% | 45.00% | |
Choice Hotels Canada, Inc. | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 50.00% | 50.00% | |
Pine Street Long Beach LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 50.00% | 50.00% | |
SY Valley Vineyard Resorts LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 50.00% | 50.00% | |
CS Lakeside Santa Clara LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 50.00% | 50.00% | |
BL 219 Holdco, LP | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 50.00% | 50.00% | |
Integrated 32 West Randolph LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 20.00% | 20.00% |
Investments in Unconsolidated_5
Investments in Unconsolidated Entities - Summarized financial information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||
Total revenues | $ 774,072 | $ 1,114,820 | $ 1,041,304 |
Assets | |||
Current assets | 432,914 | 236,589 | |
Total assets | 1,587,333 | 1,386,672 | |
Liabilities | |||
Current liabilities | 255,847 | 325,888 | |
Total liabilities | 1,593,085 | 1,410,183 | |
Equity Method Investment, Nonconsolidated Investee, Other | |||
Income Statement [Abstract] | |||
Total revenues | 30,364 | 109,896 | 118,324 |
Operating (loss) income | (6,494) | 12,617 | 11,790 |
Income (loss) from continuing operations | (18,366) | (1,400) | 1,658 |
Net (loss) income | (18,977) | (2,564) | $ 477 |
Assets | |||
Current assets | 21,046 | 53,324 | |
Non-current assets | 364,531 | 390,881 | |
Total assets | 385,577 | 444,205 | |
Liabilities | |||
Current liabilities | 25,735 | 27,583 | |
Non-current liabilities | 263,459 | 261,039 | |
Total liabilities | $ 289,194 | $ 288,622 |
Other Assets - Components of ot
Other Assets - Components of other assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Other Assets [Abstract] | ||
Land and buildings | $ 20,303 | $ 29,700 |
Capitalized franchise sales commissions | 54,272 | 55,662 |
Other assets | 13,821 | 12,080 |
Total other assets | $ 88,396 | $ 97,442 |
Other Assets - Narrative (Detai
Other Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||||
Impairment of long-lived assets | $ (14,751) | $ (7,259) | $ 0 | |
Land and Building | ||||
Property, Plant and Equipment [Line Items] | ||||
Impairment of long-lived assets | $ (9,200) |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued Liabilities [Abstract] | ||
Accrued compensation and benefits | $ 37,454 | $ 41,939 |
Accrued interest | 14,712 | 12,954 |
Dividends payable(1) | 0 | 12,535 |
Termination benefits | 2,837 | 1,782 |
Income taxes payable | 7,041 | 0 |
Current operating lease liabilities | $ 10,603 | $ 10,099 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:AccruedLiabilitiesCurrent | us-gaap:AccruedLiabilitiesCurrent |
Other liabilities and contingencies | $ 6,273 | $ 11,055 |
Total | $ 78,920 | $ 90,364 |
Deferred Revenue - Components o
Deferred Revenue - Components of deferred revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Contract With Customers, Liability And Non-606 Deferred Revenue [Line Items] | ||
Deferred revenue | $ 172,696 | $ 184,256 |
Current deferred revenue | 50,290 | 71,594 |
Long-term deferred revenue | 122,406 | 112,662 |
Initial franchising and relicensing fees | ||
Contract With Customers, Liability And Non-606 Deferred Revenue [Line Items] | ||
Deferred revenue | 97,340 | 106,196 |
Loyalty programs | ||
Contract With Customers, Liability And Non-606 Deferred Revenue [Line Items] | ||
Deferred revenue | 63,625 | 60,428 |
System implementation fees | ||
Contract With Customers, Liability And Non-606 Deferred Revenue [Line Items] | ||
Deferred revenue | 6,760 | 7,986 |
Procurement services fees | ||
Contract With Customers, Liability And Non-606 Deferred Revenue [Line Items] | ||
Deferred revenue | 2,508 | 6,037 |
Other | ||
Contract With Customers, Liability And Non-606 Deferred Revenue [Line Items] | ||
Deferred revenue | $ 2,463 | $ 3,609 |
Debt - Schedule of components o
Debt - Schedule of components of debt (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2020 | Jul. 23, 2020 | Nov. 27, 2019 | Jun. 27, 2012 | |
Debt Instrument [Line Items] | |||||
Total debt | $ 851,613,000 | $ 1,058,738,000 | |||
Less current portion | 7,511,000 | 0 | |||
Total long-term debt | 844,102,000 | 1,058,738,000 | |||
Senior | $400 million senior unsecured notes due 2022 with an effective interest rate of 6.0% less deferred issuance costs of $0.7 million and $2.3 million at December 31, 2020 and December 31, 2019, respectively | |||||
Debt Instrument [Line Items] | |||||
Total debt | 397,680,000 | 215,827,000 | |||
Debt instrument, face amount | $ 400,000,000 | $ 400,000,000 | $ 400,000,000 | ||
Debt instrument effective interest rate | 6.00% | 6.00% | 6.00% | ||
Deferred issuance costs | $ 2,300,000 | $ 700,000 | |||
Senior | $400 million senior unsecured notes due 2029 with an effective interest rate of 3.88%, less a discount and deferred issuance costs of $5.4 million and $6.0 million at December 31, 2020 and December 31, 2019, respectively | |||||
Debt Instrument [Line Items] | |||||
Total debt | 394,039,000 | 394,635,000 | |||
Debt instrument, face amount | $ 400,000,000 | $ 400,000,000 | $ 400,000,000 | ||
Debt instrument effective interest rate | 3.88% | 3.88% | 3.88% | ||
Deferred issuance costs | $ 6,000,000 | $ 5,400,000 | |||
Senior | $600 million senior unsecured credit facility with an effective interest rate of 2.76%, less deferred issuance costs of $2.7 million at December 31, 2019(1) | |||||
Debt Instrument [Line Items] | |||||
Total debt | 15,502,000 | 0 | |||
Debt instrument, face amount | $ 600,000,000 | ||||
Debt instrument effective interest rate | 2.76% | ||||
Deferred issuance costs | $ 2,700,000 | ||||
Senior | $450 million senior unsecured notes due 2031 with an effective interest rate of 3.86%, less a discount and deferred issuance costs of $6.1 million at December 31, 2020 | |||||
Debt Instrument [Line Items] | |||||
Total debt | 0 | 443,860,000 | |||
Debt instrument, face amount | $ 450,000,000 | $ 450,000,000 | |||
Debt instrument effective interest rate | 3.86% | ||||
Deferred issuance costs | $ 6,100,000 | ||||
Construction Loan | |||||
Debt Instrument [Line Items] | |||||
Total debt | $ 32,465,000 | 0 | |||
Debt instrument effective interest rate | 6.23% | ||||
Deferred issuance costs | $ 600,000 | ||||
Collateralized Mortgage | |||||
Debt Instrument [Line Items] | |||||
Total debt | $ 7,511,000 | 0 | |||
Debt instrument effective interest rate | 4.57% | ||||
Fair value adjustment | $ 200,000 | ||||
Economic Development Loans | |||||
Debt Instrument [Line Items] | |||||
Total debt | $ 4,416,000 | $ 4,416,000 | |||
Debt instrument effective interest rate | 3.00% | 3.00% | |||
Unsecured Debt | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Deferred issuance costs | $ 2,400,000 |
Debt - Maturities of debt (Deta
Debt - Maturities of debt (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2021 | $ 0 |
2022 | 215,827 |
2023 | 4,416 |
2024 | 0 |
2025 | 0 |
Thereafter | 838,495 |
Total payments | 1,058,738 |
Senior | |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2021 | 0 |
2022 | 215,827 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
Thereafter | 838,495 |
Total payments | 1,054,322 |
Other Notes Payable | |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2021 | 0 |
2022 | 0 |
2023 | 4,416 |
2024 | 0 |
2025 | 0 |
Thereafter | 0 |
Total payments | $ 4,416 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Jul. 23, 2020 | Apr. 16, 2020 | Mar. 05, 2020 | Nov. 27, 2019 | Aug. 23, 2012 | Jun. 27, 2012 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 28, 2020 | Aug. 12, 2020 | Jul. 10, 2020 | Jul. 09, 2020 | Mar. 31, 2018 | Dec. 30, 2014 | Apr. 30, 2013 |
Debt Instrument [Line Items] | |||||||||||||||||
Loss on extinguishment of debt | $ 16,000,000 | $ 16,565,000 | $ 7,188,000 | $ 0 | |||||||||||||
Construction loan | $ 34,900,000 | ||||||||||||||||
2012 Special Cash Dividend | 2012 Special Cash Dividend | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Payments of special dividends | $ 600,700,000 | ||||||||||||||||
Construction Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Loss on extinguishment of debt | $ 600,000 | ||||||||||||||||
Debt instrument effective interest rate | 6.23% | ||||||||||||||||
Repayments of debt | $ 33,100,000 | ||||||||||||||||
Collateralized Mortgage | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument stated interest rate | 7.26% | ||||||||||||||||
Debt instrument effective interest rate | 4.57% | ||||||||||||||||
Mortgage obligation | $ 9,500,000 | ||||||||||||||||
Debt instrument, future balloon payment | 6,900,000 | ||||||||||||||||
Debt instrument, unamortized premium | $ 1,200,000 | ||||||||||||||||
Economic Development Loans | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument stated interest rate | 3.00% | ||||||||||||||||
Debt instrument effective interest rate | 3.00% | 3.00% | |||||||||||||||
Economic development agreements - total advances agreed upon | $ 4,400,000 | ||||||||||||||||
Economic development agreements - term | 10 years | ||||||||||||||||
$600 million senior unsecured credit facility with an effective interest rate of 2.76%, less deferred issuance costs of $2.7 million at December 31, 2019(1) | Revolving Credit Facilities | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit maximum borrowing capacity | $ 600,000,000 | ||||||||||||||||
Debt instrument, extension, term | 1 year | ||||||||||||||||
Debt instrument additional borrowing capacity | $ 250,000,000 | ||||||||||||||||
Total leverage ratio | 2.5 | ||||||||||||||||
$600 million senior unsecured credit facility with an effective interest rate of 2.76%, less deferred issuance costs of $2.7 million at December 31, 2019(1) | Revolving Credit Facilities | Minimum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Credit facility, commitment fee percentage | 0.075% | ||||||||||||||||
Fixed charge coverage ratio (not less than) | 2.5 | ||||||||||||||||
$600 million senior unsecured credit facility with an effective interest rate of 2.76%, less deferred issuance costs of $2.7 million at December 31, 2019(1) | Revolving Credit Facilities | Maximum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Total leverage ratio | 4.5 | ||||||||||||||||
Credit facility, commitment fee percentage | 0.25% | ||||||||||||||||
$600 million senior unsecured credit facility with an effective interest rate of 2.76%, less deferred issuance costs of $2.7 million at December 31, 2019(1) | Revolving Credit Facilities | London Interbank Offered Rate (LIBOR) | Minimum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, basis spread on variable rate | 0.90% | ||||||||||||||||
$600 million senior unsecured credit facility with an effective interest rate of 2.76%, less deferred issuance costs of $2.7 million at December 31, 2019(1) | Revolving Credit Facilities | London Interbank Offered Rate (LIBOR) | Maximum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, basis spread on variable rate | 1.50% | ||||||||||||||||
$600 million senior unsecured credit facility with an effective interest rate of 2.76%, less deferred issuance costs of $2.7 million at December 31, 2019(1) | Revolving Credit Facilities | Base Rate | Minimum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, basis spread on variable rate | 0.00% | ||||||||||||||||
$600 million senior unsecured credit facility with an effective interest rate of 2.76%, less deferred issuance costs of $2.7 million at December 31, 2019(1) | Revolving Credit Facilities | Base Rate | Maximum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, basis spread on variable rate | 0.50% | ||||||||||||||||
$600 million senior unsecured credit facility with an effective interest rate of 2.76%, less deferred issuance costs of $2.7 million at December 31, 2019(1) | Revolving Credit Facilities | Total Leverage Ratio exceeds 5.50 to 1.00 | Maximum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Total leverage ratio | 5.5 | ||||||||||||||||
$600 million senior unsecured credit facility with an effective interest rate of 2.76%, less deferred issuance costs of $2.7 million at December 31, 2019(1) | Revolving Credit Facilities | Alternative Currency Loans | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit maximum borrowing capacity | $ 35,000,000 | ||||||||||||||||
$600 million senior unsecured credit facility with an effective interest rate of 2.76%, less deferred issuance costs of $2.7 million at December 31, 2019(1) | Revolving Credit Facilities | Swingline Loans | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit maximum borrowing capacity | $ 25,000,000 | ||||||||||||||||
$600 million senior unsecured credit facility with an effective interest rate of 2.76%, less deferred issuance costs of $2.7 million at December 31, 2019(1) | Senior | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 600,000,000 | ||||||||||||||||
Debt instrument effective interest rate | 2.76% | ||||||||||||||||
525 Million Unsecured Credit Facility Due 2025 | Revolving Credit Facilities | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, extension, term | 1 year | ||||||||||||||||
525 Million Unsecured Credit Facility Due 2025 | Senior | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit maximum borrowing capacity | $ 525,000,000 | ||||||||||||||||
Debt instrument, fee amount | $ 300,000 | ||||||||||||||||
$250 Million Unsecured Term Loan | Unsecured Debt | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, extension, term | 1 year | ||||||||||||||||
Debt instrument, face amount | $ 250,000,000 | ||||||||||||||||
Total leverage ratio | 4 | ||||||||||||||||
Debt instrument, principal repayments, percentage of cash proceeds | 100.00% | ||||||||||||||||
Cash and cash equivalents | $ 250,000,000 | ||||||||||||||||
$250 Million Unsecured Term Loan | Unsecured Debt | Minimum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Fixed charge coverage ratio (not less than) | 2.5 | ||||||||||||||||
$250 Million Unsecured Term Loan | Unsecured Debt | Maximum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Fixed charge coverage ratio (not less than) | 4.5 | ||||||||||||||||
$250 Million Unsecured Term Loan | Unsecured Debt | London Interbank Offered Rate (LIBOR) | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, basis spread on variable rate | 1.00% | ||||||||||||||||
$250 Million Unsecured Term Loan | Unsecured Debt | London Interbank Offered Rate (LIBOR) | Minimum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, basis spread on variable rate | 2.00% | ||||||||||||||||
$250 Million Unsecured Term Loan | Unsecured Debt | London Interbank Offered Rate (LIBOR) | Maximum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, basis spread on variable rate | 2.75% | ||||||||||||||||
$250 Million Unsecured Term Loan | Unsecured Debt | Base Rate | Minimum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, basis spread on variable rate | 1.00% | ||||||||||||||||
$250 Million Unsecured Term Loan | Unsecured Debt | Base Rate | Maximum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, basis spread on variable rate | 1.75% | ||||||||||||||||
$450 million senior unsecured notes due 2031 with an effective interest rate of 3.86%, less a discount and deferred issuance costs of $6.1 million at December 31, 2020 | Senior | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 450,000,000 | $ 450,000,000 | |||||||||||||||
Debt instrument stated interest rate | 3.70% | ||||||||||||||||
Debt instrument effective interest rate | 3.86% | ||||||||||||||||
$450 million senior unsecured notes due 2031 with an effective interest rate of 3.86%, less a discount and deferred issuance costs of $6.1 million at December 31, 2020 | Senior | Prior to October 15, 2030 | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, percentage of principal amount to be redeemed | 100.00% | ||||||||||||||||
$450 million senior unsecured notes due 2031 with an effective interest rate of 3.86%, less a discount and deferred issuance costs of $6.1 million at December 31, 2020 | Senior | Par Call date | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, percentage of principal amount to be redeemed | 100.00% | ||||||||||||||||
$450 million senior unsecured notes due 2031 with an effective interest rate of 3.86%, less a discount and deferred issuance costs of $6.1 million at December 31, 2020 | Senior | Change of control event | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, percentage of principal amount to be redeemed | 101.00% | ||||||||||||||||
$450 million senior unsecured notes due 2031 with an effective interest rate of 3.86%, less a discount and deferred issuance costs of $6.1 million at December 31, 2020 | Senior | Treasury Rate | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, basis spread on variable rate | 0.50% | ||||||||||||||||
$400 million senior unsecured notes due 2029 with an effective interest rate of 3.88%, less a discount and deferred issuance costs of $5.4 million and $6.0 million at December 31, 2020 and December 31, 2019, respectively | Senior | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 400,000,000 | $ 400,000,000 | $ 400,000,000 | ||||||||||||||
Debt instrument stated interest rate | 3.70% | ||||||||||||||||
Senior notes, discount | $ 2,400,000 | ||||||||||||||||
Debt instrument effective interest rate | 3.88% | 3.88% | 3.88% | ||||||||||||||
$400 million senior unsecured notes due 2029 with an effective interest rate of 3.88%, less a discount and deferred issuance costs of $5.4 million and $6.0 million at December 31, 2020 and December 31, 2019, respectively | Senior | Change of control event | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, percentage of principal amount to be redeemed | 101.00% | ||||||||||||||||
$400 million senior unsecured notes due 2029 with an effective interest rate of 3.88%, less a discount and deferred issuance costs of $5.4 million and $6.0 million at December 31, 2020 and December 31, 2019, respectively | Senior | Treasury Rate | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, basis spread on variable rate | 0.30% | ||||||||||||||||
$400 million senior unsecured notes due 2029 with an effective interest rate of 3.88%, less a discount and deferred issuance costs of $5.4 million and $6.0 million at December 31, 2020 and December 31, 2019, respectively | Senior | Debt Instrument Redemption | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, percentage of principal amount to be redeemed | 100.00% | ||||||||||||||||
$250 Million Senior Notes | Senior | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 250,000,000 | ||||||||||||||||
$400 million senior unsecured notes due 2022 with an effective interest rate of 6.0% less deferred issuance costs of $0.7 million and $2.3 million at December 31, 2020 and December 31, 2019, respectively | Senior | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 400,000,000 | $ 400,000,000 | $ 400,000,000 | ||||||||||||||
Debt instrument stated interest rate | 5.75% | ||||||||||||||||
Debt instrument effective interest rate | 6.00% | 6.00% | 6.00% | ||||||||||||||
Debt instrument, repurchased face amount | $ 183,400,000 | $ 180,000,000 | $ 160,000,000 | ||||||||||||||
Debt instrument, repurchase amount | $ 197,800,000 | ||||||||||||||||
Mortgage obligation | $ 216,600,000 | ||||||||||||||||
$400 million senior unsecured notes due 2022 with an effective interest rate of 6.0% less deferred issuance costs of $0.7 million and $2.3 million at December 31, 2020 and December 31, 2019, respectively | Senior | Change of control event | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, percentage of principal amount to be redeemed | 101.00% | ||||||||||||||||
$400 million senior unsecured notes due 2022 with an effective interest rate of 6.0% less deferred issuance costs of $0.7 million and $2.3 million at December 31, 2020 and December 31, 2019, respectively | Senior | Treasury Rate | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, basis spread on variable rate | 0.50% | ||||||||||||||||
$400 million senior unsecured notes due 2022 with an effective interest rate of 6.0% less deferred issuance costs of $0.7 million and $2.3 million at December 31, 2020 and December 31, 2019, respectively | Senior | Debt Instrument Redemption | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, percentage of principal amount to be redeemed | 100.00% |
Non-Qualified Retirement, Sav_2
Non-Qualified Retirement, Savings and Investment Plans (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020USD ($)planshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) | |
Retirement Benefits [Abstract] | |||
Number of non-qualified retirement savings and investment plans | plan | 2 | ||
Deferred compensation liability, current and long-term | $ 36 | $ 32.1 | |
Number of deferred compensation plans | plan | 2 | ||
Increase (decrease) in compensation expense | $ 4.5 | 5.3 | $ (0.7) |
Deferred compensation plan assets | 31.4 | 27.1 | |
Restricted investments, current | 2.3 | ||
Investment gains (losses) | $ 4.2 | $ 4.9 | $ (1.3) |
Deferred compensation arrangement with individual, shares issued (in shares) | shares | 0 | 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of fair value of assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Assets measured at fair value | $ 31,356 | $ 27,119 |
Mutual Funds | ||
Assets | ||
Mutual funds and money market funds, fair value | 28,520 | 24,927 |
Money Market Funds | ||
Assets | ||
Mutual funds and money market funds, fair value | 2,836 | 2,192 |
Fair Value, Level 1 | ||
Assets | ||
Assets measured at fair value | 28,520 | 24,927 |
Fair Value, Level 1 | Mutual Funds | ||
Assets | ||
Mutual funds and money market funds, fair value | 28,520 | 24,927 |
Fair Value, Level 1 | Money Market Funds | ||
Assets | ||
Mutual funds and money market funds, fair value | 0 | 0 |
Fair Value, Level 2 | ||
Assets | ||
Assets measured at fair value | 2,836 | 2,192 |
Fair Value, Level 2 | Mutual Funds | ||
Assets | ||
Mutual funds and money market funds, fair value | 0 | 0 |
Fair Value, Level 2 | Money Market Funds | ||
Assets | ||
Mutual funds and money market funds, fair value | 2,836 | 2,192 |
Fair Value, Level 3 | ||
Assets | ||
Assets measured at fair value | 0 | 0 |
Fair Value, Level 3 | Mutual Funds | ||
Assets | ||
Mutual funds and money market funds, fair value | 0 | 0 |
Fair Value, Level 3 | Money Market Funds | ||
Assets | ||
Mutual funds and money market funds, fair value | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - Senior - USD ($) | Dec. 31, 2020 | Jul. 23, 2020 | Jul. 10, 2020 | Jul. 09, 2020 | Dec. 31, 2019 | Nov. 27, 2019 | Jun. 27, 2012 |
$400 million senior unsecured notes due 2022 with an effective interest rate of 6.0% less deferred issuance costs of $0.7 million and $2.3 million at December 31, 2020 and December 31, 2019, respectively | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Debt instrument, face amount | $ 400,000,000 | $ 400,000,000 | $ 400,000,000 | ||||
Debt instrument, repurchased face amount | $ 183,400,000 | $ 180,000,000 | $ 160,000,000 | ||||
Promissory note outstanding | 216,600,000 | ||||||
$400 million senior unsecured notes due 2029 with an effective interest rate of 3.88%, less a discount and deferred issuance costs of $5.4 million and $6.0 million at December 31, 2020 and December 31, 2019, respectively | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Debt instrument, face amount | 400,000,000 | 400,000,000 | $ 400,000,000 | ||||
$450 million senior unsecured notes due 2031 with an effective interest rate of 3.86%, less a discount and deferred issuance costs of $6.1 million at December 31, 2020 | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Debt instrument, face amount | 450,000,000 | $ 450,000,000 | |||||
Fair Value, Level 2 | $400 million senior unsecured notes due 2022 with an effective interest rate of 6.0% less deferred issuance costs of $0.7 million and $2.3 million at December 31, 2020 and December 31, 2019, respectively | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Debt instrument, face amount | 400,000,000 | ||||||
Debt instrument, fair value | 232,400,000 | 432,000,000 | |||||
Fair Value, Level 2 | $400 million senior unsecured notes due 2029 with an effective interest rate of 3.88%, less a discount and deferred issuance costs of $5.4 million and $6.0 million at December 31, 2020 and December 31, 2019, respectively | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Debt instrument, face amount | 400,000,000 | ||||||
Debt instrument, fair value | 438,100,000 | $ 403,400,000 | |||||
Fair Value, Level 2 | $450 million senior unsecured notes due 2031 with an effective interest rate of 3.86%, less a discount and deferred issuance costs of $6.1 million at December 31, 2020 | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Debt instrument, face amount | 450,000,000 | ||||||
Debt instrument, fair value | $ 498,300,000 |
Income Taxes - Pretax income (D
Income Taxes - Pretax income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Examination [Line Items] | |||
Income from continuing operations before income taxes | $ 53,006 | $ 269,929 | $ 273,258 |
U.S. | |||
Income Tax Examination [Line Items] | |||
Income from continuing operations before income taxes | 38,475 | 259,943 | 251,056 |
Outside the U.S. | |||
Income Tax Examination [Line Items] | |||
Income from continuing operations before income taxes | $ 14,531 | $ 9,986 | $ 22,202 |
Income Taxes - Provision for in
Income Taxes - Provision for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current tax expense | |||
Federal | $ 14,345 | $ 31,556 | $ 48,941 |
State | 4,303 | 10,154 | 8,966 |
Foreign | 2,300 | 1,619 | 1,471 |
Deferred tax (benefit) expense | |||
Federal | (12,333) | 3,380 | (1,459) |
State | (1,953) | 1,635 | (959) |
Foreign | (29,043) | (1,293) | (57) |
Income taxes | $ (22,381) | $ 47,051 | $ 56,903 |
Income Taxes - Net deferred tax
Income Taxes - Net deferred tax assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Accrued compensation | $ 13,251 | $ 13,070 |
Deferred revenue | 26,430 | 28,436 |
Receivable, net | 18,044 | 5,655 |
Tax credits | 11,671 | 8,978 |
Operating lease liabilities | 6,359 | 7,324 |
Foreign net operating losses | 5,749 | 2,330 |
Non-US intellectual property | 30,243 | 0 |
Other | 5,420 | 2,827 |
Total gross deferred tax assets | 117,167 | 68,620 |
Less: Valuation allowance | (20,099) | (10,840) |
Deferred tax assets | 97,068 | 57,780 |
Deferred tax liabilities: | ||
Property, equipment and intangible assets | (20,331) | (22,280) |
Operating lease ROU assets | (6,359) | (7,324) |
Partnership interests | (550) | (3,002) |
Other | (2,083) | (4,427) |
Deferred tax liabilities | (29,323) | (37,033) |
Net deferred tax assets | $ 67,745 | $ 20,747 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | ||||
Increase in valuation allowance | $ 9,300 | |||
Net operating loss, state tax jurisdictions | 14,300 | |||
Valuation allowance, tax credit carryforward | 11,700 | |||
Income tax expense (benefit) | 22,381 | $ (47,051) | $ (56,903) | |
Non-US intellectual property | $ 30,243 | $ 0 | ||
Effective income tax rates | (42.20%) | 17.40% | 20.80% | |
Tax credits recognized | $ 3,000 | |||
Excess tax benefits from share-based compensation | 4,200 | $ 11,600 | ||
Excess tax benefits from foreign operations | 4,400 | |||
Unrecognized tax benefits | 10,193 | 7,738 | $ 1,588 | $ 2,284 |
Unrecognized tax benefits, impact on effective tax rate | 6,900 | |||
Settlements and lapsing of statutes of limitations within the next 12 months | 9,800 | |||
Income tax penalties and interest accrued | 500 | $ 300 | ||
Foreign Operations | ||||
Operating Loss Carryforwards [Line Items] | ||||
Foreign net operating loss carryforwards | 19,800 | |||
Valuation allowance on foreign net operating loss carryforwards | 8,400 | |||
Outside the U.S. | ||||
Operating Loss Carryforwards [Line Items] | ||||
Increase in valuation allowance | 5,700 | |||
Net operating loss with indefinite carryforward life | 10,000 | |||
Income tax expense (benefit) | $ 34,600 |
Income Taxes - Effective rate (
Income Taxes - Effective rate (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Statutory U.S. federal income tax rate | 21.00% | 21.00% | 21.00% |
State income taxes, net of federal tax benefit | 4.60% | 3.50% | 2.90% |
Benefits related to foreign operations | (4.20%) | (0.60%) | (0.50%) |
Benefits related to compensation | (5.80%) | (1.30%) | (1.50%) |
Unrecognized tax positions | 4.70% | 2.00% | (0.40%) |
Transition Tax imposed on unrepatriated foreign earnings | 0 | 0 | (0.001) |
Write-down of net deferred tax assets due to U.S. rate change | 0.00% | 0.00% | 0.40% |
International Reorganization | (65.20%) | 0.00% | 0.00% |
Tax credits | (15.20%) | (9.90%) | (0.50%) |
Valuation allowance | 17.50% | 3.40% | 0.00% |
Other | 0.40% | (0.70%) | (0.50%) |
Effective income tax rates | (42.20%) | 17.40% | 20.80% |
Income Taxes - Tax contingency
Income Taxes - Tax contingency (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits, beginning balance | $ 7,738 | $ 1,588 | $ 2,284 |
Changes for tax positions of prior years, increase | 1,174 | 4,633 | |
Changes for tax positions of prior years, decrease | (861) | ||
Increases for tax positions related to the current year | 1,281 | 2,084 | 165 |
Settlements and lapsing of statutes of limitations | 0 | (567) | 0 |
Unrecognized tax benefits, ending balance | $ 10,193 | $ 7,738 | $ 1,588 |
Share-Based Compensation and _3
Share-Based Compensation and Capital Stock - Narrative (Details) $ / shares in Units, $ in Thousands | Feb. 28, 2020$ / shares | Oct. 31, 2005 | Mar. 31, 2020USD ($)shares | Dec. 31, 2019$ / shares | Sep. 30, 2019$ / shares | Jun. 30, 2019$ / shares | Mar. 31, 2019$ / shares | Dec. 31, 2018$ / shares | Sep. 30, 2018$ / shares | Jun. 30, 2018$ / shares | Mar. 31, 2018$ / shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Number of shares available for grant (in shares) | shares | 2,400,000 | 2,400,000 | ||||||||||||||
Options granted (in shares) | shares | 158,620 | 141,827 | 109,045 | |||||||||||||
Options granted, fair value | $ 2,700 | $ 2,200 | $ 1,800 | |||||||||||||
Aggregate intrinsic value of stock, options, outstanding | 29,700 | $ 29,700 | ||||||||||||||
Aggregate intrinsic value of the stock options, exercisable | 22,100 | $ 22,100 | ||||||||||||||
Total intrinsic value of options exercised | 8,900 | 15,800 | 26,400 | |||||||||||||
Proceeds from exercise of stock options | $ 10,203 | $ 21,410 | $ 41,360 | |||||||||||||
Stock options exercised (in shares) | shares | 209,209 | 446,456 | 832,809 | |||||||||||||
Dividends declared (in dollars per share) | $ / shares | $ 0.215 | $ 0.215 | ||||||||||||||
Dividends | $ 12,500 | |||||||||||||||
Dividends | $ 12,452 | [1] | $ 48,609 | $ 48,449 | ||||||||||||
Stock repurchased during period (in shares) | shares | 500,000 | 600,000 | 1,800,000 | 51,600,000 | ||||||||||||
Common stock purchased under stock repurchase program, value | $ 43,300 | $ 44,100 | $ 141,200 | $ 1,500,000 | ||||||||||||
Common stock split, conversion ratio | 2 | |||||||||||||||
Shares paid for tax withholding for share-based compensation (in shares) | shares | 100,000 | 79,603 | 92,366 | |||||||||||||
Payments related to tax withholding for share-based compensation | $ 12,200 | $ 6,500 | $ 7,400 | |||||||||||||
Common Stock | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Common stock dividends, percentage increase | 5.00% | |||||||||||||||
Common stock dividends, periodic payment (in dollars per share) | $ / shares | $ 0.225 | $ 0.225 | ||||||||||||||
Dividends declared (in dollars per share) | $ / shares | $ 0.215 | $ 0.215 | $ 0.215 | $ 0.215 | $ 0.215 | $ 0.215 | $ 0.215 | $ 0.87 | $ 0.86 | |||||||
Dividends | $ 48,500 | $ 48,400 | ||||||||||||||
Prior To Stock Split | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Stock repurchased during period (in shares) | shares | 33,000,000 | |||||||||||||||
Performance vested restricted stock units | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Unvested shares granted (in shares) | shares | 230,647 | |||||||||||||||
Leveraging factor | 0.00% | |||||||||||||||
Grants vested (in shares) | shares | 176,471 | 73,242 | 31,048 | |||||||||||||
Grant date fair value of shares vested | $ 17,500 | $ 5,500 | $ 2,500 | |||||||||||||
Performance-based leveraging (in shares) | shares | 30,116 | 1,583 | 0 | |||||||||||||
Cancelled shares (in shares) | shares | 16,117 | 0 | 416 | |||||||||||||
Dividends | $ 400 | $ 200 | $ 100 | |||||||||||||
Performance vested restricted stock units | Minimum | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Requisite service period | 31 months | 36 months | 36 months | |||||||||||||
Vesting range | 0.00% | |||||||||||||||
Vesting percentage for stock-based award target achievement | 0.00% | |||||||||||||||
Performance vested restricted stock units | Maximum | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Requisite service period | 36 months | 48 months | 39 months | |||||||||||||
Vesting range | 200.00% | |||||||||||||||
Vesting percentage for stock-based award target achievement | 115.00% | |||||||||||||||
[1] | (3) 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 while the pandemic is significantly impacting travel. During 2020, accumulated dividends were paid to certain shareholders upon vesting of certain performance-based stock grants which are captured in Share based payment activity. |
Share-Based Compensation and _4
Share-Based Compensation and Capital Stock - Weighted average assumptions of black-scholes option-pricing model (Details) - Stock options - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 0.99% | 2.46% | 2.58% |
Expected volatility | 20.88% | 21.49% | 21.17% |
Expected life of stock option | 5 years 10 months 24 days | 4 years 4 months 24 days | 4 years 7 months 6 days |
Dividend yield | 0.99% | 1.06% | 1.05% |
Requisite service period | 4 years | 4 years | 4 years |
Contractual life | 10 years | 7 years | 7 years |
Weighted average fair value of options granted (in dollars per share) | $ 17.25 | $ 15.84 | $ 16.27 |
Share-Based Compensation and _5
Share-Based Compensation and Capital Stock - Range of exercise prices (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding, number outstanding (in shares) | shares | 819,610 |
Weighted Average Remaining Contractual Life | 4 years 2 months 12 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 70.48 |
Options exercisable, number exercisable (in shares) | shares | 480,255 |
Options exercisable, weighted average exercise price (in dollars per share) | $ 60.70 |
$45.59 to $55.00 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price range, lower range limit (in dollars per share) | 45.59 |
Exercise price range, upper range limit (in dollars per share) | $ 55 |
Options outstanding, number outstanding (in shares) | shares | 223,012 |
Weighted Average Remaining Contractual Life | 2 years 1 month 13 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 51.27 |
Options exercisable, number exercisable (in shares) | shares | 223,012 |
Options exercisable, weighted average exercise price (in dollars per share) | $ 51.27 |
$55.01 to $65.00 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price range, lower range limit (in dollars per share) | 55.01 |
Exercise price range, upper range limit (in dollars per share) | $ 65 |
Options outstanding, number outstanding (in shares) | shares | 194,337 |
Weighted Average Remaining Contractual Life | 2 years 2 months 12 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 62.15 |
Options exercisable, number exercisable (in shares) | shares | 169,042 |
Options exercisable, weighted average exercise price (in dollars per share) | $ 62.34 |
$65.01 to $85.00 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price range, lower range limit (in dollars per share) | 65.01 |
Exercise price range, upper range limit (in dollars per share) | $ 85 |
Options outstanding, number outstanding (in shares) | shares | 247,337 |
Weighted Average Remaining Contractual Life | 4 years 8 months 12 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 81.32 |
Options exercisable, number exercisable (in shares) | shares | 88,201 |
Options exercisable, weighted average exercise price (in dollars per share) | $ 81.39 |
$85.01 to $91.28 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price range, lower range limit (in dollars per share) | 85.01 |
Exercise price range, upper range limit (in dollars per share) | $ 91.28 |
Options outstanding, number outstanding (in shares) | shares | 154,924 |
Weighted Average Remaining Contractual Life | 9 years 2 months 12 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ 91.28 |
Options exercisable, number exercisable (in shares) | shares | 0 |
Options exercisable, weighted average exercise price (in dollars per share) | $ 0 |
Share-Based Compensation and _6
Share-Based Compensation and Capital Stock - Summary of activity related to restricted stock grants (Details) - Restricted stock - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted shares granted (in shares) | 158,133 | 167,731 | 101,325 |
Weighted average grant date fair value (in dollars per share) | $ 90.18 | $ 81.92 | $ 81.21 |
Aggregate grant date fair value (in thousands) | $ 14,260 | $ 13,741 | $ 8,229 |
Restricted shares forfeited (in shares) | 36,860 | 32,735 | 46,785 |
Fair value of shares vested (in thousands) | $ 9,000 | $ 10,671 | $ 8,025 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting service period of shares granted | 12 months | 12 months | 12 months |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting service period of shares granted | 48 months | 48 months | 48 months |
Share-Based Compensation and _7
Share-Based Compensation and Capital Stock - Summary of activity related to PVRSU grants (Details) - Performance vested restricted stock units - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance vested restricted stock units granted at target (in shares) | 170,471 | 83,934 | 100,919 |
Weighted average grant date fair value (in dollars per share) | $ 134.26 | $ 81.15 | $ 81.25 |
Aggregate grant date fair value (in thousands) | $ 22,888 | $ 6,811 | $ 8,200 |
PVRSUs forfeited and expired (in shares) | 33,080 | 18,379 | 27,255 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Requisite service period | 31 months | 36 months | 36 months |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Requisite service period | 36 months | 48 months | 39 months |
Share-Based Compensation and _8
Share-Based Compensation and Capital Stock - Summary of change in stock-based award activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Options outstanding, beginning balance (in shares) | 873,895 | 1,186,180 | 1,976,326 |
Options granted (in shares) | 158,620 | 141,827 | 109,045 |
Performance-based leveraging (in shares) | 0 | 0 | |
Options exercised/vested (in shares) | (209,209) | (446,456) | (832,809) |
Options expired ( in shares) | 0 | 0 | (2,018) |
Options forfeited (in shares) | (3,696) | (7,656) | (64,364) |
Options outstanding, ending balance (in shares) | 819,610 | 873,895 | 1,186,180 |
Options exercisable at December 31, 2019 (in shares) | 480,255 | 513,924 | 753,681 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Options outstanding, beginning balance, weighted average exercise price (in dollars per share) | $ 61.69 | $ 54.13 | $ 50.80 |
Options granted - weighted average exercise price (in dollars per share) | 91.28 | 81.15 | 81.55 |
Performance-based leveraging - weighted average exercise price (in dollars per share) | 0 | 0 | |
Options exercised/vested - weighted average exercise price (in dollars per share) | 49.17 | 47.96 | 49.66 |
Options expired - weighted average exercise price (in dollars per share) | 0 | 0 | 63.47 |
Options forfeited - weighted average exercise price (in dollars per share) | 91.28 | 51.49 | 55.79 |
Options outstanding, ending balance, weighted average exercise price (in dollars per share) | 70.48 | 61.69 | 54.13 |
Options exercisable at December 31 - weighted average exercise price (in dollars per share) | $ 60.70 | $ 55.10 | $ 49.55 |
Weighted average remaining contractual life - options outstanding at December 31 | 4 years 2 months 12 days | 3 years 6 months | 3 years 6 months |
Weighted average remaining contractual life - options exercisable at December 31 | 2 years 6 months | 2 years 7 months 6 days | 2 years 8 months 12 days |
Restricted stock | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Shares outstanding, beginning balance (in shares) | 312,097 | 303,765 | 348,876 |
Shares granted (in shares) | 158,133 | 167,731 | 101,325 |
Performance-based leveraging (in shares) | 0 | 0 | |
Shares exercised/vested (in shares) | (128,931) | (126,664) | (99,651) |
Shares expired (in shares) | 0 | 0 | 0 |
Shares forfeited (in shares) | (36,860) | (32,735) | (46,785) |
Shares outstanding, beginning balance (in shares) | 304,439 | 312,097 | 303,765 |
Weighted Average Grant Date Fair Value [Roll Forward] | |||
Shares outstanding, beginning balance, weighted average grant date fair value (in dollars per share) | $ 75.23 | $ 65.06 | $ 57.05 |
Shares granted, weighted average grant date fair value (in dollars per share) | 90.18 | 81.92 | 81.21 |
Performance-based leveraging - weighted average grant date fair value (in dollars per share) | 0 | 0 | |
Shares exercised/vested - weighted average grant date fair value (in dollars per share) | 69.80 | 60.39 | 55.64 |
Shares expired - weighted average grant date fair value (in dollars per share) | 0 | 0 | 0 |
Shares forfeited - weighted average grant date fair value (in dollars per share) | 81.98 | 72.54 | 60.40 |
Shares outstanding, ending balance, weighted average grant date fair value (in dollars per share) | $ 84.48 | $ 75.23 | $ 65.06 |
Performance vested restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Shares outstanding, beginning balance (in shares) | 330,716 | 336,820 | 294,204 |
Shares granted (in shares) | 170,471 | 83,934 | 100,919 |
Performance-based leveraging (in shares) | 30,116 | 1,583 | 0 |
Shares exercised/vested (in shares) | (176,471) | (73,242) | (31,048) |
Shares expired (in shares) | (16,117) | 0 | (416) |
Shares forfeited (in shares) | (16,963) | (18,379) | (26,839) |
Shares outstanding, beginning balance (in shares) | 321,752 | 330,716 | 336,820 |
Weighted Average Grant Date Fair Value [Roll Forward] | |||
Shares outstanding, beginning balance, weighted average grant date fair value (in dollars per share) | $ 70.03 | $ 63.28 | $ 56.95 |
Shares granted, weighted average grant date fair value (in dollars per share) | 134.26 | 81.15 | 81.25 |
Performance-based leveraging - weighted average grant date fair value (in dollars per share) | 60.68 | 51.49 | |
Shares exercised/vested - weighted average grant date fair value (in dollars per share) | 58.68 | 50.69 | 60.60 |
Shares expired - weighted average grant date fair value (in dollars per share) | 60.50 | 0 | 64.49 |
Shares forfeited - weighted average grant date fair value (in dollars per share) | 82.25 | 72.50 | 64.49 |
Shares outstanding, ending balance, weighted average grant date fair value (in dollars per share) | $ 109.25 | $ 70.03 | $ 63.28 |
Share-Based Compensation and _9
Share-Based Compensation and Capital Stock - Pretax stock-based compensation expenses and associated income tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 7,241 | $ 16,646 | $ 14,990 |
Income tax benefit | 1,706 | 4,010 | 3,583 |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 1,975 | 2,194 | 2,433 |
Restricted stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 8,731 | 8,043 | 6,759 |
Performance vested restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $ (3,466) | $ 6,409 | $ 5,798 |
Share-Based Compensation and_10
Share-Based Compensation and Capital Stock - Unrecognized compensation (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Compensation Expense on Unvested Awards | $ 55,006 |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Compensation Expense on Unvested Awards | $ 3,696 |
Weighted Average Remaining Amortization Period | 2 years 7 months 6 days |
Restricted stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Compensation Expense on Unvested Awards | $ 18,173 |
Weighted Average Remaining Amortization Period | 2 years 4 months 24 days |
Performance vested restricted stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Compensation Expense on Unvested Awards | $ 33,137 |
Weighted Average Remaining Amortization Period | 1 year 7 months 6 days |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Components of accumulated other comprehensive income (loss) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Foreign currency translation adjustments | $ (4,646) | $ (4,550) | $ (4,010) |
Deferred loss on cash flow hedge | 0 | 0 | (1,436) |
Total accumulated other comprehensive loss | $ (4,646) | $ (4,550) | $ (5,446) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative [Line Items] | ||||
Loss on debt extinguishment | $ 16,000,000 | $ 16,565,000 | $ 7,188,000 | $ 0 |
Loss on Cash Flow Hedge | Reclassification out of Accumulated Other Comprehensive Income | Interest Rate Contract | ||||
Derivative [Line Items] | ||||
Interest income (expense) | $ 0 | 800,000 | ||
Loss on debt extinguishment | $ 600,000 |
Accumulated Other Comprehensi_5
Accumulated Other Comprehensive Loss - Changes in accumulated other comprehensive loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | $ (23,511) | $ (183,772) | $ (258,601) |
Other comprehensive loss before reclassification | (96) | (540) | |
Amounts reclassified from accumulated other comprehensive income | 0 | 1,436 | |
Other comprehensive income (loss), net of tax | (96) | 896 | (747) |
Ending balance | (5,752) | (23,511) | (183,772) |
AOCI Attributable to Parent | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (4,550) | (5,446) | (4,699) |
Other comprehensive income (loss), net of tax | (96) | 896 | (747) |
Ending balance | (4,646) | (4,550) | (5,446) |
Loss on Cash Flow Hedge | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | 0 | (1,436) | |
Other comprehensive loss before reclassification | 0 | 0 | |
Amounts reclassified from accumulated other comprehensive income | 0 | 1,436 | |
Other comprehensive income (loss), net of tax | 0 | 1,436 | |
Ending balance | 0 | 0 | (1,436) |
Foreign Currency Items | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (4,550) | (4,010) | |
Other comprehensive loss before reclassification | (96) | (540) | |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | |
Other comprehensive income (loss), net of tax | (96) | (540) | |
Ending balance | $ (4,646) | $ (4,550) | $ (4,010) |
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 | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |||
Net income | $ 75,387 | $ 222,878 | $ 216,355 |
Earnings Per Share, Basic [Abstract] | |||
Income allocated to participating securities | (423) | (1,352) | (1,248) |
Net income available to common shareholders | $ 74,964 | $ 221,526 | $ 215,107 |
Weighted average common shares outstanding - basic (in shares) | 55,175 | 55,358 | 56,130 |
Basic earnings per share (in dollars per share) | $ 1.36 | $ 4 | $ 3.83 |
Diluted earnings per share: | |||
Income allocated to participating securities | $ (423) | $ (1,346) | $ (1,241) |
Net income available to common shareholders | $ 74,964 | $ 221,532 | $ 215,114 |
Diluted effect of stock options and PVRSUs (in shares) | 354 | 310 | 471 |
Weighted average commons shares outstanding - diluted (in shares) | 55,529 | 55,668 | 56,601 |
Diluted earnings per share (in dollars per share) | $ 1.35 | $ 3.98 | $ 3.80 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options (in shares) | 155 | 0 | 106 |
Performance vested restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
PVRSUs (in shares) | 231 | 168 | 243 |
Leases (Details)
Leases (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
May 31, 2016USD ($) | Dec. 31, 2013ft² | Sep. 30, 2019lease | Dec. 31, 2020USD ($)lease | Dec. 31, 2019USD ($) | Sep. 30, 2021 | |
Operating Leased Assets [Line Items] | ||||||
Operating lease, renewal term | 15 years | |||||
Operating lease, termination period | 1 year | |||||
Lessor, operating lease, number of leases | lease | 1 | 2 | ||||
Operating lease, lease income | $ 1,400 | $ 1,200 | ||||
Related party, operating lease expense reimbursed | $ 66 | 76 | ||||
Minimum | ||||||
Operating Leased Assets [Line Items] | ||||||
Remaining lease term | 1 month | |||||
Maximum | ||||||
Operating Leased Assets [Line Items] | ||||||
Remaining lease term | 4 years | |||||
Forecast | ||||||
Operating Leased Assets [Line Items] | ||||||
Lessee, operating lease not yet commenced, term of contract | 10 years | |||||
Office Building | ||||||
Operating Leased Assets [Line Items] | ||||||
Sale and leaseback transaction, gain (loss), net | 2,000 | |||||
Hotel | ||||||
Operating Leased Assets [Line Items] | ||||||
Lessor, operating lease, remaining lease term | 9 years | |||||
Lease Agreements | Leased office space | Family Member(s) of Largest Shareholder | ||||||
Operating Leased Assets [Line Items] | ||||||
Payments received from related party | $ 200 | 12 | ||||
Area under lease, related party (in square feet) | ft² | 2,200 | |||||
Related party transaction sublease notice period | 90 days | |||||
Annual lease payments, related party | $ 100 | $ 49 |
Leases - Lease cost (Details)
Leases - Lease cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 9,700 | $ 9,837 |
Short-term lease cost | 280 | 0 |
Sublease income | 0 | (84) |
Total lease cost | $ 9,980 | $ 9,753 |
Leases - Operating lease assets
Leases - Operating lease assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 17,688 | $ 24,088 |
Current operating lease liabilities | 10,603 | 10,099 |
Long-term operating lease liabilities | 12,739 | 21,270 |
Total lease liabilities | $ 23,342 | $ 31,369 |
Leases - Operating lease other
Leases - Operating lease other information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 11,926 | $ 12,322 |
Operating lease assets obtained in exchange for operating lease liabilities | $ 2,364 | $ 3,818 |
Weighted-average remaining lease term | 2 years 2 months 26 days | 3 years 1 month 2 days |
Weighted average discount rate, percent | 3.55% | 3.60% |
Leases - Operating lease maturi
Leases - Operating lease maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2021 | $ 11,237 | |
2022 | 9,506 | |
2023 | 3,623 | |
2024 | 51 | |
2025 | 0 | |
Thereafter | 0 | |
Total minimum lease payments | 24,417 | |
Less imputed interest | 1,075 | |
Present value of minimum lease payments | $ 23,342 | $ 31,369 |
Reportable Segment Informatio_2
Reportable Segment Information - Schedule of financial information for company's franchising segment (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)brand | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of brands | brand | 14 | ||
Revenues | $ 774,072 | $ 1,114,820 | $ 1,041,304 |
Operating income (loss) | 122,053 | 318,642 | 318,474 |
Depreciation and amortization | 25,831 | 18,828 | 14,330 |
Income (loss) before income taxes | 53,006 | 269,929 | 273,258 |
Foreign Operations | |||
Segment Reporting Information [Line Items] | |||
Revenues | 42,600 | 69,500 | 72,100 |
Operating Segments | Hotel Franchising | |||
Segment Reporting Information [Line Items] | |||
Revenues | 747,329 | 1,085,860 | 1,027,047 |
Operating income (loss) | 191,301 | 392,405 | 378,014 |
Depreciation and amortization | 8,000 | 7,995 | 7,352 |
Income (loss) before income taxes | 176,012 | 382,829 | 372,691 |
Corporate, Non-Segment | |||
Segment Reporting Information [Line Items] | |||
Revenues | 28,257 | 30,700 | 14,257 |
Operating income (loss) | (69,248) | (73,763) | (59,540) |
Depreciation and amortization | 17,831 | 10,833 | 6,978 |
Income (loss) before income taxes | (123,006) | (112,900) | (99,433) |
Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ (1,514) | $ (1,740) | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2020USD ($)hotelagreement | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jun. 05, 2019hotel | Oct. 15, 1997company | |
Related Party Transaction [Line Items] | |||||
Number of companies following spin-off | company | 2 | ||||
Number of hotels operated by related party | 5 | ||||
Number of franchise agreements | agreement | 1 | ||||
WoodSpring | |||||
Related Party Transaction [Line Items] | |||||
Number of hotels operated by related party | 6 | ||||
Sunburst | |||||
Related Party Transaction [Line Items] | |||||
Number of hotels operated by related party | 4 | ||||
Due from related party | $ | $ 0.1 | $ 0.2 | |||
Sunburst | Franchise Fees | |||||
Related Party Transaction [Line Items] | |||||
Payments received from related party | $ | $ 0.5 | $ 1.8 | $ 1.9 |
Transactions with Unconsolida_2
Transactions with Unconsolidated Joint Ventures (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Loans to various unconsolidated joint ventures | $ 90.7 | $ 96 | |
Member of Unconsolidated Joint Venture | |||
Related Party Transaction [Line Items] | |||
Management fee expense | 1.3 | 2.3 | $ 1.7 |
Member of Unconsolidated Joint Venture | |||
Related Party Transaction [Line Items] | |||
Royalty and marketing and reservation system fees | 13.9 | 25.2 | $ 25.4 |
Receivables, net | $ 2.4 | $ 1.4 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Mar. 05, 2020USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)transaction | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Loss Contingencies [Line Items] | |||||
Bank loan issued to VIE, partially guaranteed by parent | $ 5,700,000 | ||||
Number of transactions with recourse | transaction | 1 | ||||
Other commitment | $ 1,000,000 | ||||
Other commitment, payment | 0 | ||||
Loss on extinguishment of debt | $ 16,000,000 | 16,565,000 | $ 7,188,000 | $ 0 | |
Forgivable Notes Receivable | |||||
Loss Contingencies [Line Items] | |||||
Other commitment | 304,600,000 | ||||
Capital Contribution to Joint Venture | |||||
Loss Contingencies [Line Items] | |||||
Commitment due in next twelve months | $ 8,400,000 | ||||
Construction Loan | |||||
Loss Contingencies [Line Items] | |||||
Repayments of debt | $ 33,100,000 | ||||
Loss on extinguishment of debt | $ 600,000 |
Acquisition (Details)
Acquisition (Details) $ in Thousands | Jul. 23, 2019USD ($) | Feb. 01, 2018USD ($)hotelstate | Dec. 31, 2020USD ($)hotel | Dec. 31, 2019USD ($) | Sep. 30, 2019hotel | Jul. 23, 2019hotel | Jul. 23, 2019 | Jul. 23, 2019equityMethodInvestment | Jul. 22, 2019hotel |
Business Acquisition [Line Items] | |||||||||
Investments in unconsolidated entities | $ 57,879 | $ 78,655 | |||||||
Number of hotels acquired | hotel | 5 | ||||||||
Cambria Hotel | |||||||||
Business Acquisition [Line Items] | |||||||||
Asset acquisition, consideration transferred | $ 194,000 | ||||||||
Investments in unconsolidated entities | 25,000 | ||||||||
Five Hotel Joint Ventures | |||||||||
Business Acquisition [Line Items] | |||||||||
Asset acquisition, number of hotels in joint ventures | hotel | 5 | ||||||||
Four Hotels Joint Ventures | |||||||||
Business Acquisition [Line Items] | |||||||||
Asset acquisition, number of hotels in joint ventures | 4 | 4 | 4 | ||||||
Asset acquisition, ownership interest acquired | 60.00% | ||||||||
Asset acquisition, consideration transferred | 169,000 | ||||||||
Asset acquisition, transaction costs capitalized | 700 | ||||||||
Four Hotels Joint Ventures | Cambria Hotel | |||||||||
Business Acquisition [Line Items] | |||||||||
Asset acquisition, land | 21,700 | ||||||||
Asset acquisition, building and improvements | 148,400 | ||||||||
Asset acquisition, furniture, fixtures, and equipment | 27,000 | ||||||||
Asset acquisition, in-place lease intangible asset | 800 | ||||||||
Asset acquisition, consideration transferred, liabilities incurred | $ 3,900 | ||||||||
WoodSpring | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, percentage of voting interests acquired | 100.00% | ||||||||
Number of hotels acquired | hotel | 239 | ||||||||
Number of states in which acquired business operates | state | 35 | ||||||||
Consideration transferred | $ 231,600 | ||||||||
Consideration transferred, net | 231,300 | ||||||||
Consideration transferred, liabilities incurred | 400 | ||||||||
Working capital adjustment | $ 100 |
Acquisition - Preliminary (Deta
Acquisition - Preliminary (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 01, 2018 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 159,196 | $ 159,196 | $ 168,996 | |
WoodSpring | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 250 | |||
Accounts receivables | 1,258 | |||
Prepaid | 23 | |||
Contract assets | 115,000 | |||
Tradename | 22,000 | |||
Goodwill | 93,384 | |||
Accounts payable | (348) | |||
Total Consideration | $ 231,567 |