Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 5-May-15 | |
Document and Entity Information | ||
Entity Registrant Name | Interval Leisure Group, Inc. | |
Entity Central Index Key | 1434620 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 57,438,971 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 |
CONSOLIDATED_STATEMENTS_OF_INC
CONSOLIDATED STATEMENTS OF INCOME (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
CONSOLIDATED STATEMENTS OF INCOME | ||
Revenue | $184,552 | $157,041 |
Cost of sales (exclusive of depreciation and amortization shown separately below) | 82,357 | 63,850 |
Gross profit | 102,195 | 93,191 |
Selling and marketing expense | 18,208 | 14,570 |
General and administrative expense | 35,895 | 31,437 |
Amortization expense of intangibles | 3,501 | 2,966 |
Depreciation expense | 4,269 | 3,793 |
Operating income | 40,322 | 40,425 |
Other income (expense): | ||
Interest income | 267 | 44 |
Interest expense | -2,753 | -1,324 |
Other income (expense), net | 921 | -136 |
Equity in earnings from unconsolidated entities | 1,524 | |
Total other expense, net | -41 | -1,416 |
Earnings before income taxes and noncontrolling interests | 40,281 | 39,009 |
Income tax provision | -14,492 | -14,315 |
Net income | 25,789 | 24,694 |
Net income attributable to noncontrolling interests | -527 | -979 |
Net income attributable to common stockholders | $25,262 | $23,715 |
Earnings per share attributable to common stockholders: | ||
Basic (in dollars per share) | $0.44 | $0.41 |
Diluted (in dollars per share) | $0.44 | $0.41 |
Weighted average number of shares of common stock outstanding: | ||
Basic (in shares) | 57,179 | 57,505 |
Diluted (in shares) | 57,747 | 58,078 |
Dividends declared per share of common stock (in dollars per share) | $0.12 | $0.11 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||
Net income | $25,789 | $24,694 |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation adjustments | -7,421 | 667 |
Total comprehensive income, net of tax | 18,368 | 25,361 |
Less: Net income attributable to noncontrolling interests, net of tax | -527 | -979 |
Less: Other comprehensive loss (income) attributable to noncontrolling interests | 1,681 | -263 |
Total comprehensive loss (income) attributable to noncontrolling interests | 1,154 | -1,242 |
Comprehensive income attributable to common stockholders | $19,522 | $24,119 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
ASSETS | ||
Cash and cash equivalents | $97,092 | $80,493 |
Restricted cash and cash equivalents | 15,183 | 19,984 |
Accounts receivable, net of allowance of $340 and $193, respectively | 65,405 | 45,850 |
Vacation ownership mortgages receivable, net | 6,546 | 7,169 |
Vacation ownership inventory | 52,427 | 54,061 |
Deferred income taxes | 16,432 | 16,441 |
Deferred membership costs | 8,843 | 8,716 |
Prepaid income taxes | 9,632 | 22,029 |
Prepaid expenses and other current assets | 27,046 | 30,230 |
Total current assets | 298,606 | 284,973 |
Vacation ownership mortgages receivable, net | 27,420 | 29,333 |
Investments in unconsolidated entities | 34,961 | 33,486 |
Property and equipment, net | 85,300 | 86,601 |
Goodwill | 561,426 | 562,250 |
Intangible assets, net | 260,847 | 268,875 |
Deferred membership costs | 10,752 | 10,948 |
Deferred income taxes | 91 | 112 |
Other non-current assets | 50,272 | 51,041 |
TOTAL ASSETS | 1,329,675 | 1,327,619 |
LIABILITIES: | ||
Accounts payable, trade | 27,412 | 39,082 |
Deferred revenue | 109,895 | 89,850 |
Accrued compensation and benefits | 32,481 | 28,891 |
Member deposits | 8,901 | 8,222 |
Accrued expenses and other current liabilities | 55,259 | 47,923 |
Total current liabilities | 233,948 | 213,968 |
Long-term debt | 458,000 | 488,000 |
Other long-term liabilities | 17,859 | 18,247 |
Deferred revenue | 94,607 | 93,730 |
Deferred income taxes | 92,183 | 92,869 |
Total liabilities | 896,597 | 906,814 |
Redeemable noncontrolling interest | 697 | 457 |
Commitments and contingencies | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock-authorized 25,000,000 shares, of which 100,000 shares are designated Series A Junior Participating Preferred Stock; $0.01 par value; none issued and outstanding | ||
Common stock-authorized 300,000,000 shares; $0.01 par value; issued 59,798,533 and 59,463,200 shares, respectively | 598 | 595 |
Treasury stock- 2,363,324 shares at cost | -35,034 | -35,034 |
Additional paid-in capital | 202,823 | 201,834 |
Retained earnings | 253,889 | 235,945 |
Accumulated other comprehensive loss | -25,037 | -19,297 |
Total ILG stockholders' equity | 397,239 | 384,043 |
Noncontrolling interests | 35,142 | 36,305 |
Total equity | 432,381 | 420,348 |
TOTAL LIABILITIES AND EQUITY | $1,329,675 | $1,327,619 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Accounts receivable, allowance (in dollars) | $340 | $193 |
Preferred stock, authorized shares | 25,000,000 | 25,000,000 |
Preferred stock, par value (in dollars per share) | $0.01 | |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, authorized shares | 300,000,000 | 300,000,000 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, issued shares | 59,798,533 | 59,463,200 |
Treasury stock, shares | 2,363,324 | |
Series A Junior Participating Preferred Stock | ||
Preferred stock, authorized shares | 100,000 | 100,000 |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
CONSOLIDATED_STATEMENTS_OF_EQU
CONSOLIDATED STATEMENTS OF EQUITY (USD $) | Noncontrolling Interest | Total ILG Stockholders' Equity | Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total |
In Thousands, except Share data, unless otherwise specified | ||||||||
Balance at Dec. 31, 2014 | $36,305 | $384,043 | $595 | ($35,034) | $201,834 | $235,945 | ($19,297) | $420,348 |
Balance (in shares) at Dec. 31, 2014 | 59,463,200 | 2,363,324 | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income | 518 | 25,262 | 25,262 | 25,780 | ||||
Other comprehensive loss, net of tax | -1,681 | -5,740 | -5,740 | -7,421 | ||||
Non-cash compensation expense | 3,522 | 3,522 | 3,522 | |||||
Issuance of common stock upon exercise of stock options | 89 | 89 | 89 | |||||
Issuance of common stock upon exercise of stock options (in shares) | 4,504 | |||||||
Issuance of common stock upon vesting of restricted stock units, net of withholding taxes | -4,333 | 3 | -4,336 | -4,333 | ||||
Issuance of common stock upon vesting of restricted stock units, net of withholding taxes (in shares) | 330,829 | |||||||
Change in excess tax benefits from stock-based awards | 1,773 | 1,773 | 1,773 | |||||
Deferred stock compensation | -254 | -254 | -254 | |||||
Dividends declared on common stock | -6,892 | 195 | -7,087 | -6,892 | ||||
Increase in redemption value of redeemable noncontrolling interest | -231 | -231 | -231 | |||||
Balance at Mar. 31, 2015 | $35,142 | $397,239 | $598 | ($35,034) | $202,823 | $253,889 | ($25,037) | $432,381 |
Balance (in shares) at Mar. 31, 2015 | 59,798,533 | 2,363,324 | 57,400,000 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net income | $25,789 | $24,694 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Amortization expense of intangibles | 3,501 | 2,966 |
Amortization of debt issuance costs | 223 | 196 |
Depreciation expense | 4,269 | 3,793 |
Non-cash compensation expense | 3,522 | 2,847 |
Non-cash interest income | 66 | |
Deferred income taxes | -737 | 573 |
Equity in earnings from unconsolidated entities | 1,524 | |
Excess tax benefits from stock-based awards | -1,817 | -1,877 |
Loss on disposal of property and equipment | 218 | 10 |
Changes in operating assets and liabilities: | ||
Accounts receivable | -20,121 | -16,207 |
Vacation ownership mortgages receivable | 2,121 | |
Vacation ownership inventory | 1,634 | |
Prepaid expenses and other current assets | 3,215 | 568 |
Prepaid income taxes and income taxes payable | 13,914 | 13,043 |
Accounts payable and other current liabilities | 6,317 | -2,827 |
Payment of contingent consideration | -1,184 | |
Deferred revenue | 22,313 | 18,537 |
Other, net | 1,802 | -11,075 |
Net cash provided by operating activities | 64,705 | 34,057 |
Cash flows from investing activities: | ||
Capital expenditures | -4,804 | -3,101 |
Investment in financing receivables | -500 | |
Other | -6 | -7 |
Net cash used in investing activities | -4,810 | -3,608 |
Cash flows from financing activities: | ||
Payments on revolving credit facility | -30,000 | -5,000 |
Payments of debt issuance costs | -180 | |
Dividend payments | -6,892 | -6,350 |
Payment of contingent consideration | -816 | |
Withholding taxes on vesting of restricted stock units | -4,333 | -3,700 |
Proceeds from the exercise of stock options | 63 | 289 |
Excess tax benefits from stock-based awards | 1,817 | 1,877 |
Net cash used in financing activities | -39,525 | -13,700 |
Effect of exchange rate changes on cash and cash equivalents | -3,771 | -328 |
Net increase in cash and cash equivalents | 16,599 | 16,421 |
Cash and cash equivalents at beginning of period | 80,493 | 48,462 |
Cash and cash equivalents at end of period | 97,092 | 64,883 |
Cash paid during the period for: | ||
Interest, net of amounts capitalized | 2,443 | 1,222 |
Income taxes, net of refunds | $1,279 | $699 |
ORGANIZATION_AND_BASIS_OF_PRES
ORGANIZATION AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2015 | |
ORGANIZATION AND BASIS OF PRESENTATION | |
ORGANIZATION AND BASIS OF PRESENTATION | |
NOTE 1—ORGANIZATION AND BASIS OF PRESENTATION | |
Company Overview | |
Interval Leisure Group, Inc., or ILG, is a leading global provider of non-traditional lodging, encompassing a portfolio of leisure businesses from exchange and vacation rental to vacation ownership. At the end of 2014, we re-aligned our operating segments to encompass the vacation ownership sales and marketing capabilities with the acquisition of the Hyatt Vacation Ownership business, or HVO, in October 2014. We operate in the following two segments: Exchange and Rental, and Vacation Ownership. Exchange and Rental offers access to vacation accommodations and other travel-related transactions and services to leisure travelers, by providing vacation exchange services and vacation rental, working with resort developers and operating vacation rental properties. Vacation Ownership engages in the management of vacation ownership resorts; sales, marketing, and financing of vacation ownership interests; and related services to owners and associations. | |
The Exchange and Rental operating segment consists of Interval International (referred to as Interval), the Hyatt Residence Club (referred to as HRC), the Trading Places International (known as TPI) operated exchange business, Aston Hotels & Resorts, Inc. (referred to as Aston), and Aqua Hospitality LLC and Aqua Hotels and Resorts, Inc. (referred to as Aqua). The Vacation Ownership operating segment consists of VRI Europe, HVO's management and vacation ownership interests (VOI) sales and financing businesses, and the management related lines of business of Vacation Resorts International (known as VRI) and TPI. | |
ILG was incorporated as a Delaware corporation in May 2008 in connection with a plan by IAC/InterActiveCorp, or IAC, to separate into five publicly traded companies, referred to as the "spin-off." ILG commenced trading on The NASDAQ Stock Market in August 2008 under the symbol "IILG." | |
Basis of Presentation | |
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the rules and regulations of the Securities and Exchange Commission. Accordingly, these financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of ILG's management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Interim results are not indicative of the results that may be expected for a full year. | |
The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our 2014 Annual Report on Form 10-K. | |
Seasonality | |
Revenue at ILG is influenced by the seasonal nature of travel. Within our Exchange and Rental segment, our vacation exchange businesses recognize exchange and Getaway revenue based on confirmation of the vacation, with the first quarter generally experiencing higher revenue and the fourth quarter generally experiencing lower revenue. Our vacation rental businesses recognize rental revenue based on occupancy, with the first and third quarters generally generating higher revenue as a result of increased leisure travel to our Hawaii-based managed properties during these periods, and the second and fourth quarters generally generating lower revenue. | |
Within our Vacation Ownership segment, our sales and financing business experiences a modest impact from seasonality, with higher sales volumes during the traditional vacation periods, largely the third quarter (summer months). Our vacation ownership management businesses by and large do not experience significant seasonality. | |
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
SIGNIFICANT ACCOUNTING POLICIES | ||||||||
SIGNIFICANT ACCOUNTING POLICIES | ||||||||
NOTE 2—SIGNIFICANT ACCOUNTING POLICIES | ||||||||
Our significant accounting policies were described in Note 2 to our audited consolidated financial statements included in our 2014 Annual Report on Form 10-K. There have been no significant changes in our significant accounting policies for the three months ended March 31, 2015. | ||||||||
Accounting Estimates | ||||||||
ILG's management is required to make certain estimates and assumptions during the preparation of its consolidated financial statements in accordance with GAAP. These estimates and assumptions impact the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. They also impact the reported amount of net earnings during any period. Actual results could differ from those estimates. | ||||||||
Significant estimates underlying the accompanying consolidated financial statements include: the recovery of long-lived assets as well as goodwill and other intangible assets; purchase price allocations of business combinations; the determination of deferred income taxes including related valuation allowances; the determination of deferred revenue and membership costs; and the determination of stock-based compensation. In the opinion of ILG's management, the assumptions underlying the historical consolidated financial statements of ILG and its subsidiaries are reasonable. | ||||||||
Earnings per Share | ||||||||
Basic earnings per share attributable to common stockholders is computed by dividing the net income attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Treasury stock is excluded from the weighted average number of shares of common stock outstanding. Diluted earnings per share attributable to common stockholders is computed based on the weighted average number of shares of common stock and dilutive securities outstanding during the period. Dilutive securities are common stock equivalents that are freely exercisable into common stock at less than market prices or otherwise dilute earnings if converted. The net effect of common stock equivalents is based on the incremental common stock that would be issued upon the assumed exercise of common stock options and the vesting of restricted stock units ("RSUs") using the treasury stock method. Common stock equivalents are not included in diluted earnings per share when their inclusion is antidilutive. The computations of diluted earnings per share available to common stockholders do not include approximately 0.9 million stock options and RSUs for the three months ended March 31, 2015 and 0.8 million stock options and RSUs for the three months ended March 31, 2014, as the effect of their inclusion would have been antidilutive to earnings per share. | ||||||||
In connection with the spin-off, stock options to purchase ILG common stock were granted to non-ILG employees for which there is no future compensation expense to be recognized by ILG. As of March 31, 2015 and 2014, 0.8 million of stock options remained outstanding. | ||||||||
The computation of weighted average common and common equivalent shares used in the calculation of basic and diluted earnings per share is as follows (in thousands): | ||||||||
Three Months | ||||||||
Ended March 31, | ||||||||
2015 | 2014 | |||||||
Basic weighted average shares of common stock outstanding | 57,179 | 57,505 | ||||||
Net effect of common stock equivalents assumed to be vested related to RSUs | 565 | 564 | ||||||
Net effect of common stock equivalents assumed to be exercised related to stock options held by non-employees | 3 | 9 | ||||||
| | | | | | | | |
Diluted weighted average shares of common stock outstanding | 57,747 | 58,078 | ||||||
| | | | | | | | |
| | | | | | | | |
Recent Accounting Pronouncements | ||||||||
With the exception of those discussed below, there are no recent accounting pronouncements or changes in accounting pronouncements since the recent accounting pronouncements described in our 2014 Annual Report on Form 10-K that are of significance, or potential significance, to ILG based on our current operations. The following summary of recent accounting pronouncements is not intended to be an exhaustive description of the respective pronouncement. | ||||||||
In April 2015, the FASB issued ASU 2015-03, "Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs" ("ASU 2015-03"). ASU 2015-03 simplifies presentation of debt issuance costs, requiring debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The guidance in the standard is limited to the presentation of debt issuance costs and does not affect the recognition and measurement of debt issuance costs. The amortization of such costs are to continue being calculated using the interest method and be reported as interest expense. The ASU is effective for fiscal years beginning after December 15, 2015 (and interim periods within those fiscal years). Early adoption is permitted for financial statements that have not been previously issued and will be applied on a retrospective basis. We do not currently anticipate the adoption of this guidance will have a material impact on our consolidated financial statements. | ||||||||
In February 2015, the FASB issued ASU 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis" ("ASU 2015-02"). The amendments in this topic are intended to improve and simplify targeted areas of the consolidation guidance. ASU 2015-02 modifies the method for determining whether limited partnerships and similar legal entities are variable interest entities ("VIEs") or voting interest entities. Further, it eliminates the presumption that a general partner should consolidate a limited partnership and impacts the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships. The ASU is effective for fiscal years beginning after December 15, 2015 (and interim periods within those fiscal years). Early adoption is permitted. We are currently assessing the future impact, if any, this new accounting update may have on our consolidated financial statements. | ||||||||
In January 2015, the FASB issued ASU 2015-01, "Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items" ("ASU 2015-01"). ASU 2015-01 eliminates from generally accepted accounting principles (GAAP) the concept of extraordinary items as part of the FASB's initiative to reduce complexity in accounting standards (the Simplification Initiative). ASC 225-20 requires a reporting entity to separately classify, present and disclose extraordinary events and transactions if the event or transaction meets both of the following criteria for extraordinary item classification: unusual nature and infrequency of occurrence. If an event or transaction meets the criteria for extraordinary classification, a reporting entity is required to segregate the extraordinary item from the results of ordinary operations and show them separately in the income statement, net of tax, after income from continuing operations. Under ASU 2015-01, the concept of an extraordinary item is eliminated from the ASC Master Glossary and replaced with definitions for infrequency of occurrence and unusual nature. The presentation and disclosure guidance in ASC 225-20 for items that are either unusual in nature or occur infrequently will be retained and will be expanded to include items that are both unusual in nature and infrequently occurring. The ASU is effective for fiscal years beginning after December 15, 2015 (and interim periods within those fiscal years). A reporting entity may apply the amendments in the ASU prospectively and also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. We do not currently anticipate the adoption of this guidance will have a material impact on our consolidated financial statements. | ||||||||
In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern ("ASU 2014- 15")." ASU 2014-15 requires management to perform interim and annual assessments on whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year of the date the financial statements are issued and to provide related disclosures, if required. The ASU is effective for fiscal years beginning after December 15, 2016 (and interim periods within those fiscal years), with early adoption permitted. The standard allows for either a full retrospective or modified retrospective transition method. We do not currently anticipate the adoption of this guidance will have a material impact on our consolidated financial statements. | ||||||||
In June 2014, the FASB issued ASU No. 2014-12, "Compensation—Stock Compensation (Topic 718): Accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period ("ASU 2014-12")." ASU 2014-12 clarifies that entities should treat performance targets that can be met after the requisite service period of a share-based payment award as performance conditions that affect vesting. Therefore, an entity would not record compensation expense (measured as of the grant date without taking into account the effect of the performance target) related to an award for which transfer to the employee is contingent on the entity's satisfaction of a performance target until it becomes probable that the performance target will be met. No new disclosures are required under ASU 2014-12. The ASU is effective for fiscal years beginning after December 15, 2015 (and interim periods within that period), with early adoption permitted. In addition, all entities will have the option of applying the guidance either prospectively (i.e., only to awards granted or modified on or after the effective date of the issue) or retrospectively. Retrospective application would only apply to awards with performance targets outstanding at or after the beginning of the first annual period presented (i.e., the earliest presented comparative period). We do not currently anticipate the adoption of this guidance will have a material impact on our consolidated financial position, results of operations, cash flows or related disclosures; however, we will continue to assess through the effective date the future impact, if any, of this new accounting update to our consolidated financial statements. | ||||||||
In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). The FASB and the International Accounting Standards Board ("IASB") initiated a joint project to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and IFRS that would: (i) remove inconsistencies and weaknesses in revenue requirements; (ii) provide a more robust framework for addressing revenue issues; (iii) improve comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets; (iv) provide more useful information to users of financial statements through improved disclosure requirements; and (v) simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer. To meet those objectives, the FASB amended the FASB Accounting Standards Codification ("Codification") and created a new Topic 606, Revenue from Contracts with Customers. The core principle of the guidance in ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance in this ASU supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry specific guidance throughout the Industry Topics of the Codification. Additionally, ASU 2014-09 supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts. The ASU is effective for fiscal years beginning after December 15, 2016 (and interim periods within that period); early adoption is not permitted. Given the complexities of this new standard, we are unable to determine, at this time, whether adoption of this standard will have a material impact on our consolidated financial statements. | ||||||||
Adopted Accounting Pronouncements | ||||||||
In April 2014, the FASB issued ASU No. 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360)" ("ASU 2014-08"). The amendments in ASU 2014-08 change the requirements for reporting and disclosing discontinued operations. Among other items, this new guidance defines a discontinued operation as a disposal of a component or group of components that is disposed of or is classified as held for sale and "represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results." The standard states that a strategic shift could include a disposal of (i) a major geographical area of operations, (ii) a major line of business, (iii) a major equity method investment, or (iv) other major parts of an entity. The ASU is effective for fiscal years beginning after December 15, 2014 (and interim periods within those fiscal years), with early adoption permitted. The adoption of ASU 2014-08 did not have a material impact on our consolidated financial position, results of operations, cash flows or related disclosures. | ||||||||
In January 2014, the FASB issued ASU No. 2014-04, "Receivables—Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure" ("ASU 2014-04"). Current US GAAP requires a loan to be reclassified to Other Real Estate Owned ("OREO") upon a troubled debt restructuring that is "in substance a repossession or foreclosure," where the creditor receives "physical possession" of the debtor's assets regardless of whether formal foreclosure proceedings take place. The amendments in ASU 2014-04 clarify when an "in substance a repossession or foreclosure" and "physical possession" has occurred as these terms are not defined in US GAAP, in addition to requiring certain supplementary interim and annual disclosures. The ASU is effective for fiscal years beginning after December 15, 2014 (and interim periods within those fiscal years) and shall be applied prospectively, with early adoption permitted. The adoption of ASU 2014-04 did not have a material impact on our consolidated financial position, results of operations, cash flows or related disclosures. | ||||||||
GOODWILL_AND_OTHER_INTANGIBLE_
GOODWILL AND OTHER INTANGIBLE ASSETS | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS | ||||||||||||||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS | ||||||||||||||||||||
NOTE 3—GOODWILL AND OTHER INTANGIBLE ASSETS | ||||||||||||||||||||
Pursuant to FASB guidance as codified within ASC 350, "Intangibles—Goodwill and Other," goodwill acquired in business combinations is assigned to the reporting unit(s) expected to benefit from the combination as of the acquisition date. | ||||||||||||||||||||
As discussed in Note 14, "Segment Information," ILG reorganized its management reporting structure in the fourth quarter of 2014 resulting in the following two operating and reportable segments: Exchange and Rental, and Vacation Ownership. As a result of the change in operating segments, ILG's reporting units were also reorganized. The Exchange and Rental, and Vacation Ownership segments now each contain two reporting units as follows: | ||||||||||||||||||||
OPERATING SEGMENTS | ||||||||||||||||||||
Exchange and Rental | Vacation Ownership | |||||||||||||||||||
Exchange reporting unit | VO management reporting unit | |||||||||||||||||||
Rental reporting unit | VO sales and financing reporting unit | |||||||||||||||||||
In accordance with ASC 350, we reassigned our existing goodwill to these new reporting units utilizing a relative fair value allocation approach as of December 31, 2014. With the assistance of a third party specialist, we allocated goodwill based on their relative fair values as of December 31, 2014 to each new reporting unit as follows (in thousands): | ||||||||||||||||||||
Balance as of | ||||||||||||||||||||
December 31, 2014 | ||||||||||||||||||||
Exchange and Rental segment | ||||||||||||||||||||
Exchange reporting unit | $ | 495,748 | ||||||||||||||||||
Rental reporting unit | 20,396 | |||||||||||||||||||
Vacation Ownership segment | ||||||||||||||||||||
VO management reporting unit | 39,160 | |||||||||||||||||||
VO sales and financing reporting unit | 6,946 | |||||||||||||||||||
| | | | | ||||||||||||||||
Total goodwill | $ | 562,250 | ||||||||||||||||||
| | | | | ||||||||||||||||
| | | | | ||||||||||||||||
As of December 31, 2014, as a result of the reorganization of our management reporting structure and reporting units (see Note 14), we assessed the carrying value of goodwill pursuant to the two-step impairment approach. The first step of the impairment test concluded the carrying value of each reporting unit did not exceed its fair value; consequently, the second step of the impairment test was not necessary and goodwill was not determined to be impaired. As of March 31, 2015, we did not identify any triggering events which required an interim impairment test subsequent to our most recent impairment test on December 31, 2014. | ||||||||||||||||||||
The following tables present the balance of goodwill by reporting unit, including the changes in carrying amount of goodwill as of March 31, 2015 and December 31, 2014 (in thousands): | ||||||||||||||||||||
Balance as of | Additions | Deductions | Foreign | Goodwill | Balance as of | |||||||||||||||
January 1, 2015 | Currency | Impairment | March 31, 2015 | |||||||||||||||||
Translation | ||||||||||||||||||||
Exchange | $ | 495,748 | $ | — | $ | — | $ | — | $ | — | $ | 495,748 | ||||||||
Rental | 20,396 | — | — | — | — | 20,396 | ||||||||||||||
VO management | 39,160 | — | — | (824 | ) | — | 38,336 | |||||||||||||
VO sales and financing | 6,946 | — | — | — | — | 6,946 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total | $ | 562,250 | $ | — | $ | — | $ | (824 | ) | $ | — | $ | 561,426 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Balance as of | Additions | Deductions | Foreign | Goodwill | Balance as of | |||||||||||||||
January 1, 2014 | Currency | Impairment | December 31, 2014 | |||||||||||||||||
Translation | ||||||||||||||||||||
Exchange | $ | 483,462 | $ | 12,286 | $ | — | $ | — | $ | — | $ | 495,748 | ||||||||
Rental | 20,396 | — | — | — | — | 20,396 | ||||||||||||||
VO management | 36,981 | 3,307 | — | (1,128 | ) | — | 39,160 | |||||||||||||
VO sales and financing | — | 6,946 | — | — | — | 6,946 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total | $ | 540,839 | $ | 22,539 | $ | — | $ | (1,128 | ) | $ | — | $ | 562,250 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Other Intangible Assets | ||||||||||||||||||||
The balance of other intangible assets, net as of March 31, 2015 and December 31, 2014 is as follows (in thousands): | ||||||||||||||||||||
March 31, | December 31, | |||||||||||||||||||
2015 | 2014 | |||||||||||||||||||
Intangible assets with indefinite lives | $ | 127,407 | $ | 131,336 | ||||||||||||||||
Intangible assets with definite lives, net | 133,440 | 137,539 | ||||||||||||||||||
| | | | | | | | |||||||||||||
Total intangible assets, net | $ | 260,847 | $ | 268,875 | ||||||||||||||||
| | | | | | | | |||||||||||||
| | | | | | | | |||||||||||||
The $3.9 million change in our indefinite-lived intangible assets during the three months ended March 31, 2015 reflects the associated foreign currency translation of intangible assets carried on the books of an ILG entity whose functional currency is not the US dollar. | ||||||||||||||||||||
At March 31, 2015 and December 31, 2014, intangible assets with indefinite lives relate to the following (in thousands): | ||||||||||||||||||||
March 31, | December 31, | |||||||||||||||||||
2015 | 2014 | |||||||||||||||||||
Resort management contracts | $ | 83,491 | $ | 87,420 | ||||||||||||||||
Trade names and trademarks | 43,916 | 43,916 | ||||||||||||||||||
| | | | | | | | |||||||||||||
Total | $ | 127,407 | $ | 131,336 | ||||||||||||||||
| | | | | | | | |||||||||||||
| | | | | | | | |||||||||||||
At March 31, 2015, intangible assets with definite lives relate to the following (in thousands): | ||||||||||||||||||||
Cost | Accumulated | Net | ||||||||||||||||||
Amortization | ||||||||||||||||||||
Customer relationships | $ | 168,400 | $ | (130,384 | ) | $ | 38,016 | |||||||||||||
Purchase agreements | 75,879 | (75,562 | ) | 317 | ||||||||||||||||
Resort management contracts | 129,179 | (39,175 | ) | 90,004 | ||||||||||||||||
Technology | 25,076 | (25,076 | ) | — | ||||||||||||||||
Other | 21,798 | (16,695 | ) | 5,103 | ||||||||||||||||
| | | | | | | | | | | ||||||||||
Total | $ | 420,332 | $ | (286,892 | ) | $ | 133,440 | |||||||||||||
| | | | | | | | | | | ||||||||||
| | | | | | | | | | | ||||||||||
At December 31, 2014, intangible assets with definite lives relate to the following (in thousands): | ||||||||||||||||||||
Cost | Accumulated | Net | ||||||||||||||||||
Amortization | ||||||||||||||||||||
Customer relationships | $ | 168,400 | $ | (129,942 | ) | $ | 38,458 | |||||||||||||
Purchase agreements | 75,879 | (75,443 | ) | 436 | ||||||||||||||||
Resort management contracts | 129,864 | (36,790 | ) | 93,074 | ||||||||||||||||
Technology | 25,076 | (25,076 | ) | — | ||||||||||||||||
Other | 21,815 | (16,244 | ) | 5,571 | ||||||||||||||||
| | | | | | | | | | | ||||||||||
Total | $ | 421,034 | $ | (283,495 | ) | $ | 137,539 | |||||||||||||
| | | | | | | | | | | ||||||||||
| | | | | | | | | | | ||||||||||
In accordance with our policy on the recoverability of long-lived assets, we review the carrying value of all long-lived assets, primarily property and equipment and definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value of a long-lived asset (asset group) may be impaired. For the three months ended March 31, 2015 and the year ended December 31, 2014, we did not identify any events or changes in circumstances indicating that the carrying value of a long lived asset (or asset group) may be impaired; accordingly, a recoverability test was not warranted. | ||||||||||||||||||||
Amortization of intangible assets with definite lives is primarily computed on a straight-line basis. Total amortization expense for intangible assets with definite lives was $3.5 million and $3.0 million for the three months ended March 31, 2015 and 2014, respectively. Based on March 31, 2015 balances, amortization expense for the next five years and thereafter is estimated to be as follows (in thousands): | ||||||||||||||||||||
Twelve month period ending March 31, | ||||||||||||||||||||
2016 | $ | 13,627 | ||||||||||||||||||
2017 | 12,314 | |||||||||||||||||||
2018 | 11,200 | |||||||||||||||||||
2019 | 10,586 | |||||||||||||||||||
2020 | 10,047 | |||||||||||||||||||
2021 and thereafter | 75,666 | |||||||||||||||||||
| | | | | ||||||||||||||||
$ | 133,440 | |||||||||||||||||||
| | | | | ||||||||||||||||
| | | | | ||||||||||||||||
VACATION_OWNERSHIP_INVENTORY
VACATION OWNERSHIP INVENTORY | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
VACATION OWNERSHIP INVENTORY | ||||||||
VACATION OWNERSHIP INVENTORY | ||||||||
NOTE 4—VACATION OWNERSHIP INVENTORY | ||||||||
As part of our acquisition of HVO on October 1, 2014, we acquired vacation ownership inventory which primarily consists of unsold vacation ownership intervals that are available for sale in their current form. As of March 31, 2015 and December 31, 2014, vacation ownership inventory is comprised of the following (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Completed unsold vacation ownership interests | $ | 51,800 | $ | 53,434 | ||||
Land held for development | 627 | 627 | ||||||
| | | | | | | | |
Total inventory | $ | 52,427 | $ | 54,061 | ||||
| | | | | | | | |
| | | | | | | | |
VACATION_OWNERSHIP_MORTGAGES_R
VACATION OWNERSHIP MORTGAGES RECEIVABLE | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
VACATION OWNERSHIP MORTGAGES RECEIVABLE | |||||||||||
VACATION OWNERSHIP MORTGAGES RECEIVABLE | |||||||||||
NOTE 5—VACATION OWNERSHIP MORTGAGES RECEIVABLE | |||||||||||
Vacation ownership mortgages receivable is comprised of various mortgage loans related to our financing of vacation ownership interval sales. As part of our acquisition of HVO on October 1, 2014, we acquired an existing portfolio of vacation ownership mortgages receivable. These loans are accounted for using the expected cash flows method of recognizing discount accretion based on the acquired loans' expected cash flows pursuant to ASC 310-30, "Loans acquired with deteriorated credit quality." At acquisition, we recorded these acquired loans at fair value, including a credit discount which is accreted as an adjustment to yield over the loan pools' estimate life. Originated loans as of March 31, 2015 and December 31, 2014 represent vacation ownership mortgages receivable originated by ILG, or more specifically our Vacation Ownership segment, subsequent to the acquisition of HVO on October 1, 2014. | |||||||||||
Vacation ownership mortgages receivable carrying amounts as of March 31, 2015 and December 31, 2014 were as follows (in thousands): | |||||||||||
March 31, | December 31, | ||||||||||
2015 | 2014 | ||||||||||
Acquired vacation ownership mortgages receivable at various stated interest rates with varying payment through 2024 (see below) | $ | 30,636 | $ | 33,953 | |||||||
Originated vacation ownership mortgages receivable at various stated interest rates with varying payment through 2025 (see below) | 4,080 | 2,896 | |||||||||
Less allowance for loan losses on originated loans | (750 | ) | (347 | ) | |||||||
| | | | | | | | ||||
Net vacation ownership mortgages receivable | $ | 33,966 | $ | 36,502 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
The fair value of our acquired loans of $37.5 million as of the acquisition date was determined by use of a discounted cash flow approach which calculates a present value of expected future cash flows based on scheduled principal and interest payments over the term of the respective loans, while considering anticipated defaults and early repayments determined based on historical experience. Consequently, the fair value of these acquired loans recorded on our consolidated balance sheet as of the acquisition date includes an estimate for future loan losses which is reflected in the historical cost basis for that portfolio. As of March 31, 2015 and December 31, 2014, the contractual outstanding balance of the acquired loans, which represents contractually-owed future principal amounts and accrued interest, was $35.2 million and $38.0 million, respectively. | |||||||||||
The table below presents a roll-forward of the accretable yield (interest income) expected to be earned related to our acquired loans, as well as the amount of non-accretable difference at the end of the period. Nonaccretable difference represents estimated contractually required payments in excess of estimated cash flows expected to be collected. The accretable yield represents the excess of estimated cash flows expected to be collected over the carrying amount of the acquired loans. | |||||||||||
Accretable Yield | Three Months | ||||||||||
Ended | |||||||||||
March 31, 2015 | |||||||||||
Balance, beginning of period | $ | 15,406 | |||||||||
Accretion | (1,196 | ) | |||||||||
Reclassification between nonaccretable difference | — | ||||||||||
| | | | | |||||||
Balance, end of period | $ | 14,210 | |||||||||
| | | | | |||||||
| | | | | |||||||
Nonaccretable difference, end of period balance | $ | 8,385 | |||||||||
| | | | | |||||||
| | | | | |||||||
The accretable yield is accreted into interest income (within consolidated revenue) over the estimated life of the acquired loans using the level yield method. The accretable yield may change in future periods due to changes in the anticipated remaining life of the acquired loans, which may alter the amount of future interest income expected to be collected, and changes in expected future principal and interest cash collections which impacts the nonaccretable difference. | |||||||||||
Vacation ownership mortgages receivable as of March 31, 2015 are scheduled to mature as follows (in thousands): | |||||||||||
Vacation Ownership Mortgages Receivable | |||||||||||
Twelve month period ending March 31, | Acquired | Originated | Total | ||||||||
loans | loans | ||||||||||
2016 | $ | 6,079 | $ | 220 | $ | 6,299 | |||||
2017 | 5,635 | 259 | 5,894 | ||||||||
2018 | 4,780 | 293 | 5,073 | ||||||||
2019 | 3,823 | 326 | 4,149 | ||||||||
2020 | 3,491 | 368 | 3,859 | ||||||||
2021 and thereafter | 11,342 | 2,614 | 13,956 | ||||||||
| | | | | | | | | | | |
Total | $ | 35,150 | $ | 4,080 | $ | 39,230 | |||||
Less: discount on acquired loans(1) | (4,514 | ) | — | (4,514 | ) | ||||||
Less: allowance for losses | — | (750 | ) | (750 | ) | ||||||
| | | | | | | | | | | |
Net vacation ownership mortgages receivable | $ | 30,636 | $ | 3,330 | $ | 33,966 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Weighted average stated interest rate at three months ended March 31, 2015 | 14.00% | 14.00% | |||||||||
Range of stated interest rates at three months ended March 31, 2015 | 12.5% to 17.9% | 12.9% to 14.9% | |||||||||
-1 | The difference between the contractual principal amount of acquired loans of $35.2 million and the net carrying amount of $30.6 million as of March 31, 2015 is related to the application of ASC 310-30. | ||||||||||
Collectability | |||||||||||
We assess our vacation ownership mortgages receivable portfolio of loans for collectability on an aggregate basis. Estimates of uncollectability pertaining to our originated loans are recorded as provisions in the vacation ownership mortgages receivable allowance for losses. For originated loans, we record an estimate of uncollectability as a reduction of sales of vacation ownership intervals in the accompanying consolidated statements of income at the time revenue is recognized on a vacation ownership interval sale. We evaluate our originated loan portfolio collectively as they are largely homogeneous, smaller-balance, vacation ownership mortgages receivable. We use a technique referred to as static pool analysis, which tracks uncollectibles over the entire life of those mortgages receivable, as the basis for determining our general reserve requirements on our vacation ownership mortgages receivable. The adequacy of the related allowance is determined by management through analysis of several factors, such as current economic conditions and industry trends, as well as the specific risk characteristics of the portfolio, including defaults, aging, and historical write-offs of these receivables. The allowance is maintained at a level deemed adequate by management based on a periodic analysis of the mortgage portfolio. As of March 31, 2015, a provision of $0.8 million for uncollectability was recorded to the vacation ownership mortgages receivable allowance for losses related solely to our originated loans. | |||||||||||
Our acquired loans are remeasured based on expected future cash flows which uses an estimated measure of anticipated defaults at period end. We consider the loan loss provision on our originated loans and estimates of defaults used in the remeasurements of our acquired loans to be adequate and based on the economic environment and our assessment of the future collectability of the outstanding loans. | |||||||||||
At March 31, 2015, the weighted average FICO score (based upon the loan balance) for borrowers within our acquired and originated loan pools was 703 and 721 respectively. The average estimated rate for all future defaults for our outstanding pool of loans as of March 31, 2015 was 11.5%. | |||||||||||
On an ongoing basis, we monitor credit quality of our vacation ownership mortgages receivable portfolio based on payment activity as follows: | |||||||||||
• | Current—The consumer's note is in good standing as payments and reporting are current per the terms contractually stipulated in the agreement. | ||||||||||
• | Past-due—We consider a vacation ownership mortgage receivable to be past-due based on the contractual terms of each individual financing agreement. | ||||||||||
• | Non-performing—Vacation ownership mortgages receivable are considered non-performing if interest or principal is more than 120 days past due. All non-performing loans are placed on non-accrual status and we do not resume interest accrual until the receivable becomes contractually current. We apply payments we receive for vacation ownership notes receivable on non-performing status first to interest, then to principal, and any remainder to fees. | ||||||||||
Our aged analysis of past-due vacation ownership mortgages receivable, the gross balance of vacation ownership mortgages receivable greater than 90 days past-due, and the gross balance of vacation ownership mortgage receivables on non-performing status as of March 31, 2015 is as follows (in thousands): | |||||||||||
Vacation Ownership Mortgages | |||||||||||
Receivable | |||||||||||
Acquired | Originated | Total | |||||||||
loans | loans | ||||||||||
Receivables past due | $ | 1,092 | $ | 90 | $ | 1,182 | |||||
Receivables greater than 90 days past due | $ | 179 | $ | — | $ | 179 | |||||
Receivables on non-performing status | $ | 203 | $ | — | $ | 203 | |||||
INVESTMENTS_IN_UNCONSOLIDATED_
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
INVESTMENTS IN UNCONSOLIDATED ENTITIES | |||||||
INVESTMENTS IN UNCONSOLIDATED ENTITIES | |||||||
NOTE 6—INVESTMENTS IN UNCONSOLIDATED ENTITIES | |||||||
Our investments in unconsolidated entities, recorded under the equity method of accounting in accordance with guidance in ASC 323, "Investments—Equity Method and Joint Ventures," primarily consist of an ownership interest in Maui Timeshare Venture, LLC, a joint venture to develop and operate a vacation ownership resort in the state of Hawaii. This joint venture was acquired in connection with our acquisition of HVO and our investment was recorded at fair value on the acquisition date. Our equity income from investments in unconsolidated entities, recorded in equity in earnings from unconsolidated entities in the accompanying consolidated statement of income, was $1.5 million for the three months ended March 31, 2015. | |||||||
The ownership percentages and carrying value of our investments in unconsolidated entities as of March 31, 2015 were as follows: | |||||||
Ownership | Carrying | ||||||
Interest | Value | ||||||
(in thousands) | |||||||
Maui Timeshare Venture, LLC | 33.00% | $ | 34,428 | ||||
Other | 25.0% - 43.3% | 533 | |||||
| | | | | | | |
Total | $ | 34,961 | |||||
| | | | | | | |
| | | | | | | |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
PROPERTY AND EQUIPMENT | ||||||||
PROPERTY AND EQUIPMENT | ||||||||
NOTE 7—PROPERTY AND EQUIPMENT | ||||||||
Property and equipment, net is as follows (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Computer equipment | $ | 21,237 | $ | 21,389 | ||||
Capitalized software (including internally developed software) | 100,082 | 97,561 | ||||||
Land, buildings and leasehold improvements | 50,599 | 50,685 | ||||||
Furniture and other equipment | 15,160 | 16,638 | ||||||
Projects in progress | 12,446 | 10,581 | ||||||
| | | | | | | | |
199,524 | 196,854 | |||||||
Less: accumulated depreciation and amortization | (114,224 | ) | (110,253 | ) | ||||
| | | | | | | | |
Total property and equipment, net | $ | 85,300 | $ | 86,601 | ||||
| | | | | | | | |
| | | | | | | | |
LONGTERM_DEBT
LONG-TERM DEBT | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
LONG-TERM DEBT | ||||||||
LONG-TERM DEBT | ||||||||
NOTE 8—LONG-TERM DEBT | ||||||||
Long-term debt is as follows (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Revolving credit facility (interest rate of 2.43% at March 31, 2015 and 1.92% at December 31, 2014) | $ | 458,000 | $ | 488,000 | ||||
| | | | | | | | |
Total long-term debt | $ | 458,000 | $ | 488,000 | ||||
| | | | | | | | |
| | | | | | | | |
Credit Facility | ||||||||
In April 2014, we entered into the first amendment to the June 21, 2012 amended and restated credit agreement (the "Amended Credit Agreement") which increased the revolving credit facility from $500 million to $600 million, extended the maturity of the credit facility to April 8, 2019 and provided for certain other amendments to covenants. The terms related to interest rates and commitment fees remained unchanged. In November 2014, we entered into a second amendment to the Amended Credit Agreement which primarily provides for a second letter of credit issuer and certain other amendments to covenants. Under this amendment, the financial covenants, interest rates, commitment fees and other significant terms remain unchanged. As of March 31, 2015, there was $458 million outstanding. Any principal amounts outstanding under the revolving credit facility are due at maturity. As of March 31, 2015, the interest rate on the Amended Credit Agreement is based on (at our election) either LIBOR plus a predetermined margin that ranged from 1.25% to 2.25%, or the Base Rate as defined in the Amended Credit Agreement plus a predetermined margin that ranged from 0.25% to 1.25%, in each case based on our consolidated total leverage ratio. As of March 31, 2015, the applicable margin was 2.25% per annum for LIBOR revolving loans and 1.25% per annum for Base Rate loans. As of March 31, 2015, the Amended Credit Agreement has a commitment fee on undrawn amounts that ranged from 0.25% to 0.375% per annum based on our leverage ratio and as of March 31, 2015 the commitment fee was 0.375%. Interest expense for the period ended March 31, 2015 and 2014 was $2.8 million and $1.3 million, respectively, net of negligible capitalized interest relating to internally- developed software. | ||||||||
Pursuant to the Amended Credit Agreement, all obligations under the revolving credit facility are unconditionally guaranteed by ILG and certain of its subsidiaries. Borrowings are further secured by (1) 100% of the voting equity securities of ILG's U.S. subsidiaries and 65% of the equity in our first-tier foreign subsidiaries and (2) substantially all of our domestic tangible and intangible property. | ||||||||
Restrictions and Covenants | ||||||||
The Amended Credit Agreement has various financial and operating covenants that place significant restrictions on us, including our ability to incur additional indebtedness, incur additional liens, issue redeemable stock and preferred stock, pay dividends or distributions or redeem or repurchase capital stock, prepay, redeem or repurchase debt, make loans and investments, enter into agreements that restrict distributions from our subsidiaries, sell assets and capital stock of our subsidiaries, enter into certain transactions with affiliates and consolidate or merge with or into or sell substantially all of our assets to another person. | ||||||||
The Amended Credit Agreement requires us to meet certain financial covenants regarding the maintenance of a maximum consolidated leverage ratio of consolidated debt, less credit given for a portion of foreign cash, over consolidated Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), as defined. Additionally, we are required to maintain a minimum consolidated interest coverage ratio of consolidated EBITDA over consolidated interest expense. As of March 31, 2015, the maximum consolidated leverage ratio was 3.5x and the minimum consolidated interest coverage ratio was 3.0x. As of March 31, 2015, ILG was in compliance in all material respects with the requirements of all applicable financial and operating covenants, and our consolidated leverage ratio and consolidated interest coverage ratio under the Amended Credit Agreement were 2.68 and 19.46, respectively. | ||||||||
Debt Issuance Costs | ||||||||
In connection with entering into the first amendment in April 2014, we carried over $2.5 million of unamortized debt issuance costs pertaining to our June 2012 Amended Credit Agreement and incurred and deferred an additional $1.7 million of debt issuance costs. As of March 31, 2015, total unamortized debt issuance costs were $3.4 million, net of $2.2 million of accumulated amortization. As of December 31, 2014, total unamortized debt issuance costs were $3.6 million, net of $2.0 million of accumulated amortization. Unamortized debt issuance costs are included in other non-current assets in the accompanying consolidated balance sheets and are amortized to interest expense on a straight-line basis through the maturity date of the Amended Credit Agreement. | ||||||||
Subsequent Events | ||||||||
On April 10, 2015, we completed a private offering of $350 million in aggregate principal amount of our 5.625% senior notes due in 2023. The net proceeds from the offering, after deducting estimated offering related expenses, were approximately $343 million. We used the proceeds to repay indebtedness outstanding on our revolving credit facility. As of March 31, 2015, total unamortized debt issuance costs relating to these senior notes were $0.9 million. | ||||||||
On April 10, 2015, we entered into a third amendment to the Amended Credit Agreement which changes the leverage-based financial covenant from a maximum consolidated total leverage to EBITDA ratio of 3.5 to 1.0 to a maximum consolidated secured leverage to EBITDA ratio of 3.25 to 1.0. In addition, the amendment adds an incurrence test requiring a maximum consolidated total leverage to EBITDA ratio of 4.5 to 1.0 on a pro forma basis in certain circumstances in which we make acquisitions or investments, incur additional indebtedness or make restricted payments. Also, the amendment added a new pricing level to the pricing grid for when the consolidated total leverage to EBITDA ratio equals or exceeds 3.5 to 1.0. This pricing level is either LIBOR plus 2.5% or the base rate plus 1.5% and requires a commitment fee on undrawn amounts of 0.4% per annum. There were no other material changes under this amendment. | ||||||||
On May 5, 2015, we entered into a fourth amendment to the Amended Credit Agreement which changes the definition of change of control to remove the provision that certain changes in the composition of the board of directors would constitute a change of control and therefore be a default under the credit agreement. The amendment also includes additional clarifying language regarding provisions that relate to our 5.625% senior notes due in 2023. There were no other material changes under this amendment. | ||||||||
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
FAIR VALUE MEASUREMENTS | ||||||||||||||
FAIR VALUE MEASUREMENTS | ||||||||||||||
NOTE 9—FAIR VALUE MEASUREMENTS | ||||||||||||||
In accordance with ASC Topic 820, "Fair Value Measurement," ("ASC 820") the fair value of an asset is considered to be the price at which the asset could be sold in an orderly transaction between unrelated knowledgeable and willing parties. A liability's fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Assets and liabilities recorded at fair value are measured using a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: | ||||||||||||||
Level 1—Observable inputs that reflect quoted prices in active markets | ||||||||||||||
Level 2—Inputs other than quoted prices in active markets that are either directly or indirectly observable | ||||||||||||||
Level 3—Unobservable inputs in which little or no market data exists, therefore requiring the company to develop its own assumptions | ||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||
The estimated fair value of financial instruments below has been determined using available market information and appropriate valuation methodologies, as applicable. There have been no changes in the methods and significant assumptions used to estimate the fair value of financial instruments during the three months ended March 31, 2015. Our financial instruments are detailed in the following table. | ||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||
Amount | Value | Amount | Value | |||||||||||
(In thousands) | ||||||||||||||
Cash and cash equivalents | $ | 97,092 | $ | 97,092 | $ | 80,493 | $ | 80,493 | ||||||
Restricted cash and cash equivalents | 15,183 | 15,183 | 19,984 | 19,984 | ||||||||||
Loan receivable | 16,144 | 16,144 | 15,896 | 15,896 | ||||||||||
Vacation ownership mortgages receivable | 33,966 | 34,276 | 36,502 | 37,624 | ||||||||||
Investments in marketable securities | 11,678 | 11,678 | 11,368 | 11,368 | ||||||||||
Total debt | (458,000 | ) | (458,000 | ) | (488,000 | ) | (488,000 | ) | ||||||
The carrying amounts of cash and cash equivalents and restricted cash and cash equivalents reflected in the accompanying consolidated balance sheets approximate fair value as they are redeemable at par upon notice or maintained with various high-quality financial institutions and have original maturities of three months or less. Under the fair value hierarchy established in ASC 820, cash and cash equivalents and restricted cash and cash equivalents are stated at fair value based on quoted prices in active markets for identical assets (Level 1). | ||||||||||||||
The loan receivable as of March 31, 2015 is presented in our consolidated balance sheet within other non-current assets and pertains to a convertible secured loan to CLC that matures five years subsequent to the funding date with interest payable monthly. The loan was funded in October of 2014. The outstanding loan is to be repaid in full at maturity either in cash or by means of a share option exercisable by ILG, at its sole discretion. The carrying value of the loan receivable approximates fair value through inputs inherent to the originating value of this loan, such as interest rates and ongoing credit risk accounted for through non-recurring adjustments for estimated credit losses as necessary (Level 2). The stated interest rate on this loan is comparable to market rate. Interest is recognized within our "Interest income" line item in our consolidated statement of income for the three months ended March 31, 2015. | ||||||||||||||
We estimate the fair value of vacation ownership mortgages receivable using a discounted cash flow model. We believe this is comparable to the model that an independent third party would use in the current market. Our model incorporates default rates, prepayment rates, coupon rates and loan terms respective to the portfolio based on current market assumptions for similar types of arrangements. Based upon the availability of market data, we have classified inputs used in the valuation of our vacation ownership mortgages receivable as Level 3. The primary sensitivity in these assumptions relates to forecasted defaults and projected prepayments which could cause the estimated fair value to vary. | ||||||||||||||
Investments in marketable securities consist of marketable securities (mutual funds) related to a deferred compensation plan that is funded in a Rabbi trust as of March 31, 2015 and classified as other noncurrent assets in the accompanying consolidated balance sheets. This deferred compensation plan was created and funded in connection with the HVO acquisition. Participants in the deferred compensation plan unilaterally determine how their compensation deferrals are invested within the confines of the Rabbi trust which holds the marketable securities. Consequently, management has designated these marketable securities as trading investments, as allowed by applicable accounting guidance, even though there is no intent by ILG to actively buy or sell securities with the objective of generating profits on short-term differences in market prices. These marketable securities are recorded at a fair value of $11.7 million as of March 31, 2015 based on quoted market prices in active markets for identical assets (Level 1). Unrealized trading gains of $0.3 million, and the offsetting employee compensation expense, are included within general and administrative expenses in the accompanying consolidated statement of income for the period ended March 31, 2015. See Note 11 for further discussion in regards to this deferred compensation plan. | ||||||||||||||
The carrying value of the outstanding balance under our $600 million revolving credit facility approximates fair value as of March 31, 2015 and December 31, 2014 through inputs inherent to the debt such as variable interest rates and credit risk (Level 2). | ||||||||||||||
The guarantees, surety bonds, and letters of credit represent liabilities that are carried on our balance sheet only when a future related contingent event becomes probable and reasonably estimable. These commitments are in place to facilitate our commercial operations. The related fair value of these liabilities is estimated at the minimum expected cash flows contractually required to satisfy the related liabilities in the future upon occurrence of the applicable contingent events (Level 2). | ||||||||||||||
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2015 | |
EQUITY | |
EQUITY | |
NOTE 10—EQUITY | |
ILG has 300 million authorized shares of common stock, par value of $0.01 per share. At March 31, 2015, there were 59.8 million shares of ILG common stock issued, of which 57.4 million are outstanding with 2.4 million shares held as treasury stock. At December 31, 2014, there were 59.5 million shares of ILG common stock issued, of which 57.1 million were outstanding with 2.4 million shares held as treasury stock. | |
ILG has 25 million authorized shares of preferred stock, par value of $0.01 per share, none of which are issued or outstanding as of March 31, 2015 and December 31, 2014. The Board of Directors has the authority to issue the preferred stock in one or more series and to establish the rights, preferences and dividends. | |
Dividend Declared | |
In February 2015, our Board of Directors declared a quarterly dividend payment of $0.12 per share paid in March 2015 of $6.9 million. | |
In May 2015, our Board of Directors declared a $0.12 per share dividend payable June 17, 2015 to shareholders of record on June 3, 2015. | |
Stockholder Rights Plan | |
In June 2009, ILG's Board of Directors approved the creation of a Series A Junior Participating Preferred Stock, adopted a stockholders rights plan and declared a dividend of one right for each outstanding share of common stock held by our stockholders of record as of the close of business on June 22, 2009. The rights attach to any additional shares of common stock issued after June 22, 2009. These rights, which trade with the shares of our common stock, currently are not exercisable. Under the rights plan, these rights will be exercisable if a person or group acquires or commences a tender or exchange offer for 15% or more of our common stock. The rights plan provides certain exceptions for acquisitions by Liberty Interactive Corporation (formerly known as Liberty Media Corporation) in accordance with an agreement entered into with ILG in connection with its spin-off from IAC/InterActiveCorp (IAC). If the rights become exercisable, each right will permit its holder, other than the "acquiring person," to purchase from us shares of common stock at a 50% discount to the then prevailing market price. As a result, the rights will cause substantial dilution to a person or group that becomes an "acquiring person" on terms not approved by our Board of Directors. | |
Share Repurchase Program | |
In February 2015, ILG's Board of Directors increased the remaining share repurchase authorization to a total of $25 million. Acquired shares of our common stock are held as treasury shares carried at cost on our consolidated financial statements. Common stock repurchases may be conducted in the open market or in privately negotiated transactions. The amount and timing of all repurchase transactions are contingent upon market conditions, applicable legal requirements and other factors. This program may be modified, suspended or terminated by us at any time without notice. | |
During the year ended December 31, 2014, we repurchased 0.7 million shares of common stock for $14.1 million, including commissions. As of March 31, 2015, the remaining availability for future repurchases of our common stock was $25.0 million. There were no repurchases of common stock during the three months ended March 31, 2015. | |
Accumulated Other Comprehensive Loss | |
Pursuant to final guidance issued by the FASB in February of 2013, entities are required to disclose additional information about reclassification adjustments within accumulated other comprehensive income/loss, referred to as AOCL, for ILG, including (1) changes in AOCL balances by component and (2) significant items reclassified out of AOCL in the period. For the three months ended March 31, 2015, there were no significant items reclassified out of AOCL, and the change in AOCL pertains to current period foreign currency translation adjustments as disclosed in our accompanying consolidated statements of comprehensive income. | |
Noncontrolling Interests | |
Noncontrolling Interest—VRI Europe | |
In connection with the VRI Europe transaction on November 4, 2013, CLC was issued a noncontrolling interest in VRI Europe representing 24.5% of the business, which was determined based on the purchase price paid by ILG for its 75.5% ownership interest as of the acquisition date. As of March 31, 2015 and December 31, 2014, this noncontrolling interest amounts to $32.4 million and $33.3 million, respectively, and is presented on our consolidated balance sheets as a component of equity. The change from December 31, 2014 to March 31, 2015 relates to the recognition of the noncontrolling interest holder's proportional share of VRI Europe's earnings and the translation effect on the foreign currency based amount. | |
The parties have agreed not to transfer their interests in VRI Europe or CLC's related development business for a period of five years from the acquisition. In addition, they have agreed to certain rights of first refusal, and customary drag along and tag along rights, including a right by CLC to drag along ILG's VRI Europe shares in connection with a sale of the entire CLC resort business subject to minimum returns and a preemptive right by ILG. As of March 31, 2015, there have been no changes in ILG's ownership interest in VRI Europe. | |
Additionally, in connection with this arrangement, ILG and CLC entered into a loan agreement whereby ILG has made available to CLC a convertible secured loan facility of $15.1 million that matures five years subsequent to the funding date with interest payable monthly. The outstanding loan is to be repaid in full at maturity either in cash or by means of a share option exercisable by ILG, at its sole discretion, which would allow for settlement of the loan in CLC's shares of VRI Europe for contractually determined equivalent value. ILG has the right to exercise this share option at any time prior to maturity of the loan; however, the equivalent value for these shares would be measured at a 20% premium to its acquisition date value. We have determined the value of this embedded derivative is not material to warrant bifurcating from the host instrument (loan) at this time. The funding of this loan was subject to certain conditions precedent that were met as of December 31, 2014 and this loan was funded during the fourth quarter of 2014. | |
Noncontrolling Interest—Hyatt Vacation Ownership | |
In connection with the HVO acquisition on October 1, 2014, ILG assumed a noncontrolling interest in a joint venture entity, which we fully consolidate, formed for the purpose of developing and selling vacation ownership interests. The fair value of the noncontrolling interest of $3.3 million was determined based on the noncontrolling party's ownership interest applied against the fair value allocated to the respective joint venture entity. As of March 31, 2015 and December 31, 2014, this noncontrolling interest amounted to $2.8 million and $3.1 million, respectively, and is presented on our consolidated balance sheets as a component of equity. | |
BENEFIT_PLANS
BENEFIT PLANS | 3 Months Ended |
Mar. 31, 2015 | |
BENEFIT PLANS | |
BENEFIT PLANS | |
NOTE 11—BENEFIT PLANS | |
Under a retirement savings plan sponsored by ILG, qualified under Section 401(k) of the Internal Revenue Code, participating employees may contribute up to 50.0% of their pre-tax earnings, but not more than statutory limits. ILG provides a discretionary match under the ILG plan of fifty cents for each dollar a participant contributed into the plan with a maximum contribution of 3% of a participant's eligible earnings, subject to Internal Revenue Service ("IRS") restrictions. Matching contributions for the ILG plan were approximately $0.5 million and $0.6 million for the three months ended March 31, 2015 and 2014, respectively. Matching contributions were invested in the same manner as each participant's voluntary contributions in the investment options provided under the plan. | |
During the three months ended March 31, 2015 and 2014, we also had or participated in various benefit plans, principally defined contribution plans, for non-U.S. employees. Our contributions for these plans were approximately $0.1 million in each of the three months ended March 31, 2015 and 2014. | |
Effective August 20, 2008, a deferred compensation plan (the "Director Plan") was established to provide non-employee directors of ILG an option to defer director fees on a tax-deferred basis. Participants in the Director Plan are allowed to defer a portion or all of their compensation and are 100% vested in their respective deferrals and earnings. With respect to director fees earned for services performed after the date of such election, participants may choose from receiving cash or stock at the end of the deferral period. ILG has reserved 100,000 shares of common stock for issuance pursuant to this plan, of which 47,926 share units were outstanding at March 31, 2015. ILG does not provide matching or discretionary contributions to participants in the Director Plan. Any deferred compensation elected to be received in stock is included in diluted earnings per share. | |
Effective October 1, 2014, a non-qualified deferred compensation plan (the "DCP") was established to allow certain eligible employees of ILG an option to defer compensation on a tax-deferred basis. The establishment of the DCP was intended to receive a transfer of deferred compensation liabilities in connection with the acquisition of HVO. Participants in the DCP are currently limited to certain HVO employees. These participants make an election prior to the first of each year to defer an amount of compensation payable for services to be rendered beginning in the next calendar year, or to receive distributions. Participants are fully vested in all amounts held in their individual accounts. The DCP is fully funded in a Rabbi trust. The Rabbi trust is subject to creditor claims in the event of insolvency, but the assets held in the Rabbi trust are not available for general corporate purposes. Amounts in the Rabbi trust are invested in mutual funds, as selected by participants, which are designated as trading securities and carried at fair value. Subsequent to the acquisition of HVO, there was a net transfer of $10.6 million into the Rabbi trust related to participants acquired with the acquisition. As of March 31, 2015, the fair value of the investments in the Rabbi trust was $11.7 million which is recorded in other non-current assets with the corresponding deferred compensation liability recorded in other long-term liabilities in the consolidated balance sheet. We recorded unrealized gains of $0.3 million in general and administrative expense related to the investment gains, and a charge to compensation expense also within general and administrative expense related to the increase in deferred compensation liabilities to reflect the DCP liability, in the consolidated statement of income for the three months ended March 31, 2015. | |
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
STOCK-BASED COMPENSATION | ||||||||
STOCK-BASED COMPENSATION | ||||||||
NOTE 12—STOCK-BASED COMPENSATION | ||||||||
On May 21, 2013, ILG adopted the Interval Leisure Group, Inc. 2013 Stock and Incentive Plan and stopped granting awards under the ILG 2008 Stock and Annual Incentive Plan ("2008 Incentive Plan"). Both plans provide for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards. RSUs are awards in the form of phantom shares or units, denominated in a hypothetical equivalent number of shares of ILG common stock and with the value of each award equal to the fair value of ILG common stock at the date of grant. Each RSU is subject to service-based vesting, where a specific period of continued employment must pass before an award vests. We grant awards subject to graded vesting (i.e. portions of the award vest at different times during the vesting period) or to cliff vesting (i.e., all awards vest at the end of the vesting period). In addition, certain RSUs are subject to attaining specific performance criteria. | ||||||||
ILG recognizes non-cash compensation expense for all RSUs held by ILG's employees. For RSUs to be settled in stock, the accounting charge is measured at the grant date as the fair value of ILG common stock and expensed as non-cash compensation over the vesting term using the straight-line basis for service awards and the accelerated basis for performance-based awards with graded vesting. Certain cliff vesting awards contain performance criteria which are tied to anticipated future results of operations in determining the fair value of the award, while other cliff vesting awards with performance criteria are tied to the achievement of certain market conditions. This value is recognized as expense over the service period, net of estimated forfeitures, using the straight-line recognition method. The expense associated with RSU awards to be settled in cash is initially measured at fair value at the grant date and expensed ratably over the vesting term, recording a liability subject to mark-to-market adjustments for changes in the price of the respective common stock, as compensation expense. | ||||||||
Shares underlying RSUs are not issued or outstanding until vested. In relation to our quarterly dividend, unvested RSUs are credited with dividend equivalents, in the form of additional RSUs, when dividends are paid on our shares of common stock. Such additional RSUs are forfeitable and will have the same vesting dates and will vest under the same terms as the RSUs in respect of which such additional RSUs are credited. Given such dividend equivalents are forfeitable, we do not consider them to be participating securities and, consequently, they are not subject to the two-class method of determining earnings per share. | ||||||||
Under the ILG 2013 Stock and Incentive Compensation Plan, the maximum aggregate number of shares of common stock reserved for issuance as of adoption is 4.1 million shares, less one share for every share granted under any prior plan after December 31, 2012. As of March 31, 2015, ILG has 2.5 million shares available for future issuance under the 2013 Stock and Incentive Compensation Plan. | ||||||||
During the first quarter of 2015 and 2014, the Compensation Committee granted approximately 423,000 and 390,000 RSUs, respectively, vesting over three to five years, to certain officers and employees of ILG and its subsidiaries. Of these RSUs granted in 2015 and 2014, approximately 105,000 and 116,000 cliff vest in three to five years and approximately 54,000 and 84,000 of these RSUs, respectively, are subject to performance criteria that could result between 0% and 200% of these awards being earned either based on defined adjusted EBITDA or relative total shareholder return targets over the respective performance period, as specified in the award document. | ||||||||
For the 2015 and 2014 RSUs subject to relative total shareholder return performance criteria, the number of RSUs that may ultimately be awarded depends on whether the market condition is achieved. We used a Monte Carlo simulation analysis to estimate a per unit grant date fair value of $40.71 for 2015 and $36.90 for 2014 for these performance based RSUs. This analysis estimates the total shareholder return ranking of ILG as of the grant date relative to two peer groups approved by the Compensation Committee, over the remaining performance period. The expected volatility of ILG's common stock at the date of grant was estimated based on a historical average volatility rate for the approximate three-year performance period. The dividend yield assumption was based on historical and anticipated dividend payouts. The risk-free interest rate assumption was based on observed interest rates consistent with the approximate three-year performance measurement period. | ||||||||
Non-cash compensation expense related to RSUs for the three months ended March 31, 2015 and 2014 was $3.5 million and $2.8 million, respectively. At March 31, 2015, there was approximately $26.6 million of unrecognized compensation cost, net of estimated forfeitures, related to RSUs, which is currently expected to be recognized over a weighted average period of approximately 2.2 years. | ||||||||
The amount of stock-based compensation expense recognized in the consolidated statements of income is reduced by estimated forfeitures, as the amount recorded is based on awards ultimately expected to vest. The forfeiture rate is estimated at the grant date based on historical experience and revised, if necessary, in subsequent periods for any changes to the estimated forfeiture rate from that previously estimated. For any vesting tranche of an award, the cumulative amount of compensation cost recognized is at least equal to the portion of the grant-date value of the award tranche that is actually vested at that date. | ||||||||
Non-cash stock-based compensation expense related to equity awards is included in the following line items in the accompanying consolidated statements of income for the three months ended March 31, 2015 and 2014 (in thousands): | ||||||||
Three Months | ||||||||
Ended March 31, | ||||||||
2015 | 2014 | |||||||
Cost of sales | $ | 230 | $ | 210 | ||||
Selling and marketing expense | 473 | 363 | ||||||
General and administrative expense | 2,819 | 2,274 | ||||||
| | | | | | | | |
Non-cash compensation expense | $ | 3,522 | $ | 2,847 | ||||
| | | | | | | | |
| | | | | | | | |
The following table summarizes RSU activity during the three months ended March 31, 2015: | ||||||||
Shares | Weighted-Average | |||||||
Grant Date | ||||||||
Fair Value | ||||||||
(In thousands) | ||||||||
Non-vested RSUs at January 1, 2015 | 1,694 | $ | 20.23 | |||||
Granted | 438 | 26.16 | ||||||
Vested | (498 | ) | 16.98 | |||||
| | | | | | | | |
Non-vested RSUs at March 31, 2015 | 1,634 | $ | 22.82 | |||||
| | | | | | | | |
| | | | | | | | |
INCOME_TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2015 | |
INCOME TAXES | |
INCOME TAXES | |
NOTE 13—INCOME TAXES | |
ILG calculates its interim income tax provision in accordance with ASC 740, "Income Taxes". At the end of each interim period, ILG makes its best estimate of the annual expected effective tax rate and applies that rate to its ordinary year-to-date earnings or loss. The income tax or benefit related to significant, unusual, or extraordinary items that will be separately reported or reported net of their related tax effect are individually computed and recognized in the interim period in which those items occur. In addition, the effect of a change in enacted tax laws or rates, tax status, or judgment on the realizability of a beginning-of-the-year deferred tax asset in future years is recognized in the interim period in which the change occurs. | |
The computation of the annual expected effective tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected operating income for the year, projections of the proportion of income (or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is acquired, additional information is obtained or ILG's tax environment changes. To the extent that the estimated annual effective tax rate changes during a quarter, the effect of the change on prior quarters is included in tax expense for the current quarter. | |
A valuation allowance for deferred tax assets is provided when it is more likely than not that certain deferred tax assets will not be realized. Realization is dependent upon the generation of future taxable income or the reversal of deferred tax liabilities during the periods in which those temporary differences become deductible. We consider the history of taxable income in recent years, the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies to make this assessment. | |
For the three months ended March 31, 2015 and 2014, ILG recorded income tax provisions for continuing operations of $14.5 million and $14.3 million, respectively, which represent effective tax rates of 36.0% and 36.7%, respectively. These tax rates are higher than the federal statutory rate of 35% due principally to state and local income taxes partially offset by foreign income taxed at lower rates. | |
As of March 31, 2015, there were no material changes to ILG's unrecognized tax benefits and related interest. ILG recognizes interest and, if applicable, penalties related to unrecognized tax benefits in income tax expense. | |
ILG files income tax returns in the U.S. federal jurisdiction and various state, local, and foreign jurisdictions. Under a tax sharing agreement, entered into in connection with the spin-off transaction, IAC indemnifies ILG for all consolidated tax liabilities and related interest and penalties for the pre-spin period. Various IAC consolidated tax returns filed with state and local jurisdictions that include our operations from September 24, 2002, our date of acquisition by IAC, until the spin-off in August 2008, were under examination for various tax years beginning with 2006. During Q1 2015, these examinations were closed, and ILG is no longer under examination for any tax returns for the pre-spin period. The IRS is currently examining ILG's federal consolidated tax return for the period ended December 31, 2012. This examination is expected to close during the second quarter of 2015. As of March 31, 2015, no other open tax years are currently under examination by the IRS or any material state and local jurisdictions. | |
SEGMENT_INFORMATION
SEGMENT INFORMATION | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
SEGMENT INFORMATION | ||||||||
SEGMENT INFORMATION | ||||||||
NOTE 14—SEGMENT INFORMATION | ||||||||
Pursuant to FASB guidance as codified in ASC 280, an operating segment is a component of a public entity (1) that engages in business activities that may earn revenues and incur expenses; (2) for which operating results are regularly reviewed by the entity's chief operating decision maker to make decisions about resources to be allocated to the segments and assess its performance; and (3) for which discrete financial information is available. We also considered how the businesses are organized as to segment management, and the focus of the businesses with regards to the types of products or services offered. In the fourth quarter of 2014, as a result of the acquisition of HVO, ILG reorganized its management reporting structure resulting in the following operating and reportable segments: Exchange and Rental, and Vacation Ownership. | ||||||||
Our Exchange and Rental segment offers access to vacation accommodations and other travel-related transactions and services to leisure travelers, by providing vacation exchange services and vacation rental, working with resort developers and managing vacation properties. Our Vacation Ownership segment engages in the management, sales, marketing, financing, and development of vacation ownership interests and related services to owners and associations. | ||||||||
ILG provides certain corporate functions that benefit the organization as whole. Such corporate functions include corporate services relating to oversight, accounting, legal, treasury, tax, internal audit, human resources, and certain IT functions. Historically most of these costs have been borne by the Interval business. Beginning in the fourth quarter of 2014, costs relating to such corporate functions that are not directly cross-charged to individual businesses are being allocated to our two operating and reportable segments based on a pre-determined measure of profitability relative to total ILG. All such allocations relate only to general and administrative expenses. The consolidated statements of income are not impacted by this cross-segment allocation. Consequently, for comparative purposes, we have recast our segment results for 2014 to include such corporate allocations. | ||||||||
Information on reportable segments and reconciliation to consolidated operating income is as follows (in thousands): | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Exchange and Rental: | ||||||||
Transaction revenue | $ | 56,337 | $ | 56,111 | ||||
Membership fee revenue | 32,275 | 31,818 | ||||||
Ancillary member revenue | 1,399 | 1,623 | ||||||
| | | | | | | | |
Total member revenue | 90,011 | 89,552 | ||||||
Other revenue | 8,705 | 5,793 | ||||||
Rental management revenue | 14,199 | 13,924 | ||||||
Pass-through revenue | 22,721 | 20,819 | ||||||
| | | | | | | | |
Total revenues | 135,636 | 130,088 | ||||||
Cost of sales | 51,224 | 49,024 | ||||||
| | | | | | | | |
Gross profit | 84,412 | 81,064 | ||||||
Selling and marketing expense | 15,321 | 14,433 | ||||||
General and administrative expense | 26,075 | 24,718 | ||||||
Amortization expense of intangibles | 2,155 | 1,829 | ||||||
Depreciation expense | 3,826 | 3,611 | ||||||
| | | | | | | | |
Segment operating income | $ | 37,035 | $ | 36,473 | ||||
| | | | | | | | |
| | | | | | | | |
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Vacation Ownership: | ||||||||
Management fee revenue | $ | 25,058 | $ | 22,686 | ||||
Vacation ownership sales and financing revenue | 8,596 | — | ||||||
Pass-through revenue | 15,262 | 4,267 | ||||||
| | | | | | | | |
Total revenue | 48,916 | 26,953 | ||||||
Cost of sales | 31,133 | 14,826 | ||||||
| | | | | | | | |
Gross profit | 17,783 | 12,127 | ||||||
Selling and marketing expense | 2,887 | 137 | ||||||
General and administrative expense | 9,820 | 6,719 | ||||||
Amortization expense of intangibles | 1,346 | 1,137 | ||||||
Depreciation expense | 443 | 182 | ||||||
| | | | | | | | |
Segment operating income | $ | 3,287 | $ | 3,952 | ||||
| | | | | | | | |
| | | | | | | | |
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Consolidated: | ||||||||
Revenue | $ | 184,552 | $ | 157,041 | ||||
Cost of sales | 82,357 | 63,850 | ||||||
| | | | | | | | |
Gross profit | 102,195 | 93,191 | ||||||
Direct segment operating expenses | 61,873 | 52,766 | ||||||
| | | | | | | | |
Operating income | $ | 40,322 | $ | 40,425 | ||||
| | | | | | | | |
| | | | | | | | |
Selected financial information by reporting segment is presented below (in thousands) | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Total Assets: | ||||||||
Exchange and Rental | $ | 943,551 | $ | 931,698 | ||||
Vacation Ownership | 386,124 | 395,921 | ||||||
| | | | | | | | |
Total | $ | 1,329,675 | $ | 1,327,619 | ||||
| | | | | | | | |
| | | | | | | | |
Geographic Information | ||||||||
We conduct operations through offices in the U.S. and 15 other countries. For the three months ended March 31, 2015 and 2014 revenue is sourced from over 100 countries worldwide. Other than the United States and Europe, revenue sourced from any individual country or geographic region did not exceed 10% of consolidated revenue for three months ended March 31, 2015 and 2014. | ||||||||
Geographic information on revenue, based on sourcing, and long-lived assets, based on physical location, is presented in the table below (in thousands). | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Revenue: | ||||||||
United States | $ | 154,586 | $ | 121,700 | ||||
Europe | 17,850 | 19,244 | ||||||
All other countries(1) | 12,116 | 16,097 | ||||||
| | | | | | | | |
Total | $ | 184,552 | $ | 157,041 | ||||
| | | | | | | | |
| | | | | | | | |
-1 | Includes countries within the following continents: Africa, Asia, Australia, North America and South America. | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Long-lived assets (excluding goodwill and intangible assets): | ||||||||
United States | $ | 80,420 | $ | 81,291 | ||||
Europe | 4,511 | 4,884 | ||||||
All other countries | 369 | 426 | ||||||
| | | | | | | | |
Total | $ | 85,300 | $ | 86,601 | ||||
| | | | | | | | |
| | | | | | | | |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2015 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 15—COMMITMENTS AND CONTINGENCIES | |
In the ordinary course of business, ILG is a party to various legal proceedings. ILG establishes reserves for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. ILG does not establish reserves for identified legal matters when ILG believes that the likelihood of an unfavorable outcome is not probable. Although management currently believes that an unfavorable resolution of claims against ILG, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the liquidity, results of operations, or financial condition of ILG, these matters are subject to inherent uncertainties and management's view of these matters may change in the future. ILG also evaluates other contingent matters, including tax contingencies, to assess the probability and estimated extent of potential loss. See Note 13 for a discussion of income tax contingencies. | |
Other items, such as certain purchase commitments and guarantees are not recognized as liabilities in our consolidated financial statements but are required to be disclosed in the footnotes to the financial statements. These funding commitments could potentially require our performance in the event of demands by third parties or contingent events. At March 31, 2015, guarantees, surety bonds and letters of credit totaled $77.7 million, with the highest annual amount of $59.7 million occurring in year one. The total includes a guarantee by us of up to $36.7 million of the construction loan for the Maui project. This amount represents the maximum exposure under guarantee related to this construction loan from a legal perspective; however, our reasonable expectation of our exposure under this guarantee based on the agreements among guarantors is proportionally reduced by our ownership percentage in the Maui project. Additionally, the total also includes maximum exposure under guarantees of $30.4 million primarily relating to our vacation rental business's hotel and resort management agreements, including those with guaranteed dollar amounts, and accommodation leases supporting the rental management activities that are entered into on behalf of the property owners for which either party generally may terminate such leases upon 60 to 90 days prior written notice to the other party. | |
In addition, certain of our rental management agreements provide that owners receive specified percentages of the rental revenue generated under its management. In these cases, the operating expenses for the rental operations are paid from the revenue generated by the rentals, the owners are then paid their contractual percentages or guaranteed amounts, and our vacation rental business either retains the balance (if any) as its fee or makes up the deficit. Although such deficits are reasonably possible in a few of these agreements, as of March 31, 2015, future amounts are not expected to be significant either individually or in the aggregate. | |
Additionally, as of March 31, 2015, our letters of credit totaled $8.3 million and were principally related to our Vacation Ownership sales and financing activities. More specifically, these letter of credits provide alternate assurance on amounts required to be held in escrow which enable our developer entities to access purchaser deposits prior to closings, as well as provide a guarantee of maintenance fees owed by our developer entities during subsidy periods at a particular vacation ownership resort, among other items. | |
The purchase obligations primarily relate to future guaranteed purchases of rental inventory, operational support services, marketing related benefits and membership fulfillment benefits. Certain of our vacation rental businesses also enter into agreements, as principal, for services purchased on behalf of property owners for which it is subsequently reimbursed. As such, we are the primary obligor and may be liable for unreimbursed costs. As of March 31, 2015, amounts pending reimbursements are not significant. | |
European Union Value Added Tax Matter | |
In 2009, the European Court of Justice issued a judgment related to Value Added Tax ("VAT") in Europe against an unrelated party. The judgment affects companies who transact within the European Union ("EU"), specifically providers of vacation interest exchange services, and altered the manner in which our Exchange and Rental segment accounts for VAT on its revenues as well as to which EU country VAT is owed. | |
As of March 31, 2015 and December 31, 2014, ILG had an accrual of $1.2 million and $2.3 million, respectively, representing the net exposure of any VAT reclaim refund receivable and accrued VAT liabilities related to this matter. The net change in the accrual primarily relates to the resolution with the respective taxing authority of a specific methodology that is to be utilized, and to a decrease in the change in estimate primarily to update the periods for which the accrued VAT liabilities are due, as well as the effect of foreign currency remeasurements. The change in estimate resulted in a favorable adjustment of $1.0 million and $0.5 million to our consolidated statements of income for the three months ended March 31, 2015 and 2014, respectively. | |
Because of the uncertainty surrounding the ultimate outcome and settlement of these VAT liabilities, it is reasonably possible that future costs to settle these VAT liabilities as of March 31, 2015 may range from $1.2 million up to approximately $2.2 million based on quarter-end exchange rates. ILG believes that the $1.2 million accrual at March 31, 2015 is our best estimate of probable future obligations for the settlement of these VAT liabilities. The difference between the probable and reasonably possible amounts is primarily attributable to the assessment of certain potential penalties. | |
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
SIGNIFICANT ACCOUNTING POLICIES | ||||||||
Accounting Estimates | ||||||||
Accounting Estimates | ||||||||
ILG's management is required to make certain estimates and assumptions during the preparation of its consolidated financial statements in accordance with GAAP. These estimates and assumptions impact the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. They also impact the reported amount of net earnings during any period. Actual results could differ from those estimates. | ||||||||
Significant estimates underlying the accompanying consolidated financial statements include: the recovery of long-lived assets as well as goodwill and other intangible assets; purchase price allocations of business combinations; the determination of deferred income taxes including related valuation allowances; the determination of deferred revenue and membership costs; and the determination of stock-based compensation. In the opinion of ILG's management, the assumptions underlying the historical consolidated financial statements of ILG and its subsidiaries are reasonable. | ||||||||
Earnings per Share | ||||||||
Earnings per Share | ||||||||
Basic earnings per share attributable to common stockholders is computed by dividing the net income attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Treasury stock is excluded from the weighted average number of shares of common stock outstanding. Diluted earnings per share attributable to common stockholders is computed based on the weighted average number of shares of common stock and dilutive securities outstanding during the period. Dilutive securities are common stock equivalents that are freely exercisable into common stock at less than market prices or otherwise dilute earnings if converted. The net effect of common stock equivalents is based on the incremental common stock that would be issued upon the assumed exercise of common stock options and the vesting of restricted stock units ("RSUs") using the treasury stock method. Common stock equivalents are not included in diluted earnings per share when their inclusion is antidilutive. The computations of diluted earnings per share available to common stockholders do not include approximately 0.9 million stock options and RSUs for the three months ended March 31, 2015 and 0.8 million stock options and RSUs for the three months ended March 31, 2014, as the effect of their inclusion would have been antidilutive to earnings per share. | ||||||||
In connection with the spin-off, stock options to purchase ILG common stock were granted to non-ILG employees for which there is no future compensation expense to be recognized by ILG. As of March 31, 2015 and 2014, 0.8 million of stock options remained outstanding. | ||||||||
The computation of weighted average common and common equivalent shares used in the calculation of basic and diluted earnings per share is as follows (in thousands): | ||||||||
Three Months | ||||||||
Ended March 31, | ||||||||
2015 | 2014 | |||||||
Basic weighted average shares of common stock outstanding | 57,179 | 57,505 | ||||||
Net effect of common stock equivalents assumed to be vested related to RSUs | 565 | 564 | ||||||
Net effect of common stock equivalents assumed to be exercised related to stock options held by non-employees | 3 | 9 | ||||||
| | | | | | | | |
Diluted weighted average shares of common stock outstanding | 57,747 | 58,078 | ||||||
| | | | | | | | |
| | | | | | | | |
Recent Accounting Pronouncements/Adopted Accounting Pronouncements | ||||||||
Recent Accounting Pronouncements | ||||||||
With the exception of those discussed below, there are no recent accounting pronouncements or changes in accounting pronouncements since the recent accounting pronouncements described in our 2014 Annual Report on Form 10-K that are of significance, or potential significance, to ILG based on our current operations. The following summary of recent accounting pronouncements is not intended to be an exhaustive description of the respective pronouncement. | ||||||||
In April 2015, the FASB issued ASU 2015-03, "Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs" ("ASU 2015-03"). ASU 2015-03 simplifies presentation of debt issuance costs, requiring debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The guidance in the standard is limited to the presentation of debt issuance costs and does not affect the recognition and measurement of debt issuance costs. The amortization of such costs are to continue being calculated using the interest method and be reported as interest expense. The ASU is effective for fiscal years beginning after December 15, 2015 (and interim periods within those fiscal years). Early adoption is permitted for financial statements that have not been previously issued and will be applied on a retrospective basis. We do not currently anticipate the adoption of this guidance will have a material impact on our consolidated financial statements. | ||||||||
In February 2015, the FASB issued ASU 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis" ("ASU 2015-02"). The amendments in this topic are intended to improve and simplify targeted areas of the consolidation guidance. ASU 2015-02 modifies the method for determining whether limited partnerships and similar legal entities are variable interest entities ("VIEs") or voting interest entities. Further, it eliminates the presumption that a general partner should consolidate a limited partnership and impacts the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships. The ASU is effective for fiscal years beginning after December 15, 2015 (and interim periods within those fiscal years). Early adoption is permitted. We are currently assessing the future impact, if any, this new accounting update may have on our consolidated financial statements. | ||||||||
In January 2015, the FASB issued ASU 2015-01, "Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items" ("ASU 2015-01"). ASU 2015-01 eliminates from generally accepted accounting principles (GAAP) the concept of extraordinary items as part of the FASB's initiative to reduce complexity in accounting standards (the Simplification Initiative). ASC 225-20 requires a reporting entity to separately classify, present and disclose extraordinary events and transactions if the event or transaction meets both of the following criteria for extraordinary item classification: unusual nature and infrequency of occurrence. If an event or transaction meets the criteria for extraordinary classification, a reporting entity is required to segregate the extraordinary item from the results of ordinary operations and show them separately in the income statement, net of tax, after income from continuing operations. Under ASU 2015-01, the concept of an extraordinary item is eliminated from the ASC Master Glossary and replaced with definitions for infrequency of occurrence and unusual nature. The presentation and disclosure guidance in ASC 225-20 for items that are either unusual in nature or occur infrequently will be retained and will be expanded to include items that are both unusual in nature and infrequently occurring. The ASU is effective for fiscal years beginning after December 15, 2015 (and interim periods within those fiscal years). A reporting entity may apply the amendments in the ASU prospectively and also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. We do not currently anticipate the adoption of this guidance will have a material impact on our consolidated financial statements. | ||||||||
In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern ("ASU 2014- 15")." ASU 2014-15 requires management to perform interim and annual assessments on whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year of the date the financial statements are issued and to provide related disclosures, if required. The ASU is effective for fiscal years beginning after December 15, 2016 (and interim periods within those fiscal years), with early adoption permitted. The standard allows for either a full retrospective or modified retrospective transition method. We do not currently anticipate the adoption of this guidance will have a material impact on our consolidated financial statements. | ||||||||
In June 2014, the FASB issued ASU No. 2014-12, "Compensation—Stock Compensation (Topic 718): Accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period ("ASU 2014-12")." ASU 2014-12 clarifies that entities should treat performance targets that can be met after the requisite service period of a share-based payment award as performance conditions that affect vesting. Therefore, an entity would not record compensation expense (measured as of the grant date without taking into account the effect of the performance target) related to an award for which transfer to the employee is contingent on the entity's satisfaction of a performance target until it becomes probable that the performance target will be met. No new disclosures are required under ASU 2014-12. The ASU is effective for fiscal years beginning after December 15, 2015 (and interim periods within that period), with early adoption permitted. In addition, all entities will have the option of applying the guidance either prospectively (i.e., only to awards granted or modified on or after the effective date of the issue) or retrospectively. Retrospective application would only apply to awards with performance targets outstanding at or after the beginning of the first annual period presented (i.e., the earliest presented comparative period). We do not currently anticipate the adoption of this guidance will have a material impact on our consolidated financial position, results of operations, cash flows or related disclosures; however, we will continue to assess through the effective date the future impact, if any, of this new accounting update to our consolidated financial statements. | ||||||||
In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). The FASB and the International Accounting Standards Board ("IASB") initiated a joint project to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and IFRS that would: (i) remove inconsistencies and weaknesses in revenue requirements; (ii) provide a more robust framework for addressing revenue issues; (iii) improve comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets; (iv) provide more useful information to users of financial statements through improved disclosure requirements; and (v) simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer. To meet those objectives, the FASB amended the FASB Accounting Standards Codification ("Codification") and created a new Topic 606, Revenue from Contracts with Customers. The core principle of the guidance in ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance in this ASU supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry specific guidance throughout the Industry Topics of the Codification. Additionally, ASU 2014-09 supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts. The ASU is effective for fiscal years beginning after December 15, 2016 (and interim periods within that period); early adoption is not permitted. Given the complexities of this new standard, we are unable to determine, at this time, whether adoption of this standard will have a material impact on our consolidated financial statements. | ||||||||
Adopted Accounting Pronouncements | ||||||||
In April 2014, the FASB issued ASU No. 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360)" ("ASU 2014-08"). The amendments in ASU 2014-08 change the requirements for reporting and disclosing discontinued operations. Among other items, this new guidance defines a discontinued operation as a disposal of a component or group of components that is disposed of or is classified as held for sale and "represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results." The standard states that a strategic shift could include a disposal of (i) a major geographical area of operations, (ii) a major line of business, (iii) a major equity method investment, or (iv) other major parts of an entity. The ASU is effective for fiscal years beginning after December 15, 2014 (and interim periods within those fiscal years), with early adoption permitted. The adoption of ASU 2014-08 did not have a material impact on our consolidated financial position, results of operations, cash flows or related disclosures. | ||||||||
In January 2014, the FASB issued ASU No. 2014-04, "Receivables—Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure" ("ASU 2014-04"). Current US GAAP requires a loan to be reclassified to Other Real Estate Owned ("OREO") upon a troubled debt restructuring that is "in substance a repossession or foreclosure," where the creditor receives "physical possession" of the debtor's assets regardless of whether formal foreclosure proceedings take place. The amendments in ASU 2014-04 clarify when an "in substance a repossession or foreclosure" and "physical possession" has occurred as these terms are not defined in US GAAP, in addition to requiring certain supplementary interim and annual disclosures. The ASU is effective for fiscal years beginning after December 15, 2014 (and interim periods within those fiscal years) and shall be applied prospectively, with early adoption permitted. The adoption of ASU 2014-04 did not have a material impact on our consolidated financial position, results of operations, cash flows or related disclosures. | ||||||||
SIGNIFICANT_ACCOUNTING_POLICIE2
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
SIGNIFICANT ACCOUNTING POLICIES | ||||||||
Schedule of computation of weighted average common and common equivalent shares | ||||||||
The computation of weighted average common and common equivalent shares used in the calculation of basic and diluted earnings per share is as follows (in thousands): | ||||||||
Three Months | ||||||||
Ended March 31, | ||||||||
2015 | 2014 | |||||||
Basic weighted average shares of common stock outstanding | 57,179 | 57,505 | ||||||
Net effect of common stock equivalents assumed to be vested related to RSUs | 565 | 564 | ||||||
Net effect of common stock equivalents assumed to be exercised related to stock options held by non-employees | 3 | 9 | ||||||
| | | | | | | | |
Diluted weighted average shares of common stock outstanding | 57,747 | 58,078 | ||||||
| | | | | | | | |
| | | | | | | | |
GOODWILL_AND_OTHER_INTANGIBLE_1
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS | |||||||||||||||||||||
Schedule of balance of goodwill based on fair value by new reporting unit | With the assistance of a third party specialist, we allocated goodwill based on their relative fair values as of December 31, 2014 to each new reporting unit as follows (in thousands): | ||||||||||||||||||||
Balance as of | |||||||||||||||||||||
December 31, 2014 | |||||||||||||||||||||
Exchange and Rental segment | |||||||||||||||||||||
Exchange reporting unit | $ | 495,748 | |||||||||||||||||||
Rental reporting unit | 20,396 | ||||||||||||||||||||
Vacation Ownership segment | |||||||||||||||||||||
VO management reporting unit | 39,160 | ||||||||||||||||||||
VO sales and financing reporting unit | 6,946 | ||||||||||||||||||||
| | | | | |||||||||||||||||
Total goodwill | $ | 562,250 | |||||||||||||||||||
| | | | | |||||||||||||||||
| | | | | |||||||||||||||||
Schedule of balance of goodwill by reporting unit | |||||||||||||||||||||
The following tables present the balance of goodwill by reporting unit, including the changes in carrying amount of goodwill as of March 31, 2015 and December 31, 2014 (in thousands): | |||||||||||||||||||||
Balance as of | Additions | Deductions | Foreign | Goodwill | Balance as of | ||||||||||||||||
January 1, 2015 | Currency | Impairment | March 31, 2015 | ||||||||||||||||||
Translation | |||||||||||||||||||||
Exchange | $ | 495,748 | $ | — | $ | — | $ | — | $ | — | $ | 495,748 | |||||||||
Rental | 20,396 | — | — | — | — | 20,396 | |||||||||||||||
VO management | 39,160 | — | — | (824 | ) | — | 38,336 | ||||||||||||||
VO sales and financing | 6,946 | — | — | — | — | 6,946 | |||||||||||||||
| | | | | | | | | | | | | | | | | | | | ||
Total | $ | 562,250 | $ | — | $ | — | $ | (824 | ) | $ | — | $ | 561,426 | ||||||||
| | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | ||
Balance as of | Additions | Deductions | Foreign | Goodwill | Balance as of | ||||||||||||||||
January 1, 2014 | Currency | Impairment | December 31, 2014 | ||||||||||||||||||
Translation | |||||||||||||||||||||
Exchange | $ | 483,462 | $ | 12,286 | $ | — | $ | — | $ | — | $ | 495,748 | |||||||||
Rental | 20,396 | — | — | — | — | 20,396 | |||||||||||||||
VO management | 36,981 | 3,307 | — | (1,128 | ) | — | 39,160 | ||||||||||||||
VO sales and financing | — | 6,946 | — | — | — | 6,946 | |||||||||||||||
Total | $ | 540,839 | $ | 22,539 | $ | — | $ | (1,128 | ) | $ | — | $ | 562,250 | ||||||||
Schedule of balance of intangible assets, net | |||||||||||||||||||||
The balance of other intangible assets, net as of March 31, 2015 and December 31, 2014 is as follows (in thousands): | |||||||||||||||||||||
March 31, | December 31, | ||||||||||||||||||||
2015 | 2014 | ||||||||||||||||||||
Intangible assets with indefinite lives | $ | 127,407 | $ | 131,336 | |||||||||||||||||
Intangible assets with definite lives, net | 133,440 | 137,539 | |||||||||||||||||||
| | | | | | | | ||||||||||||||
Total intangible assets, net | $ | 260,847 | $ | 268,875 | |||||||||||||||||
| | | | | | | | ||||||||||||||
| | | | | | | | ||||||||||||||
Schedule of intangible assets with indefinite lives | |||||||||||||||||||||
At March 31, 2015 and December 31, 2014, intangible assets with indefinite lives relate to the following (in thousands): | |||||||||||||||||||||
March 31, | December 31, | ||||||||||||||||||||
2015 | 2014 | ||||||||||||||||||||
Resort management contracts | $ | 83,491 | $ | 87,420 | |||||||||||||||||
Trade names and trademarks | 43,916 | 43,916 | |||||||||||||||||||
| | | | | | | | ||||||||||||||
Total | $ | 127,407 | $ | 131,336 | |||||||||||||||||
| | | | | | | | ||||||||||||||
| | | | | | | | ||||||||||||||
Schedule of intangible assets with definite lives | |||||||||||||||||||||
At March 31, 2015, intangible assets with definite lives relate to the following (in thousands): | |||||||||||||||||||||
Cost | Accumulated | Net | |||||||||||||||||||
Amortization | |||||||||||||||||||||
Customer relationships | $ | 168,400 | $ | (130,384 | ) | $ | 38,016 | ||||||||||||||
Purchase agreements | 75,879 | (75,562 | ) | 317 | |||||||||||||||||
Resort management contracts | 129,179 | (39,175 | ) | 90,004 | |||||||||||||||||
Technology | 25,076 | (25,076 | ) | — | |||||||||||||||||
Other | 21,798 | (16,695 | ) | 5,103 | |||||||||||||||||
| | | | | | | | | | | |||||||||||
Total | $ | 420,332 | $ | (286,892 | ) | $ | 133,440 | ||||||||||||||
| | | | | | | | | | | |||||||||||
| | | | | | | | | | | |||||||||||
At December 31, 2014, intangible assets with definite lives relate to the following (in thousands): | |||||||||||||||||||||
Cost | Accumulated | Net | |||||||||||||||||||
Amortization | |||||||||||||||||||||
Customer relationships | $ | 168,400 | $ | (129,942 | ) | $ | 38,458 | ||||||||||||||
Purchase agreements | 75,879 | (75,443 | ) | 436 | |||||||||||||||||
Resort management contracts | 129,864 | (36,790 | ) | 93,074 | |||||||||||||||||
Technology | 25,076 | (25,076 | ) | — | |||||||||||||||||
Other | 21,815 | (16,244 | ) | 5,571 | |||||||||||||||||
| | | | | | | | | | | |||||||||||
Total | $ | 421,034 | $ | (283,495 | ) | $ | 137,539 | ||||||||||||||
| | | | | | | | | | | |||||||||||
| | | | | | | | | | | |||||||||||
Schedule of amortization expense of intangible assets with definite lives | |||||||||||||||||||||
Twelve month period ending March 31, | |||||||||||||||||||||
2016 | $ | 13,627 | |||||||||||||||||||
2017 | 12,314 | ||||||||||||||||||||
2018 | 11,200 | ||||||||||||||||||||
2019 | 10,586 | ||||||||||||||||||||
2020 | 10,047 | ||||||||||||||||||||
2021 and thereafter | 75,666 | ||||||||||||||||||||
| | | | | |||||||||||||||||
$ | 133,440 | ||||||||||||||||||||
| | | | | |||||||||||||||||
| | | | | |||||||||||||||||
VACATION_OWNERSHIP_INVENTORY_T
VACATION OWNERSHIP INVENTORY (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
VACATION OWNERSHIP INVENTORY | ||||||||
Schedule of ownership inventory | ||||||||
As part of our acquisition of HVO on October 1, 2014, we acquired vacation ownership inventory which primarily consists of unsold vacation ownership intervals that are available for sale in their current form. As of March 31, 2015 and December 31, 2014, vacation ownership inventory is comprised of the following (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Completed unsold vacation ownership interests | $ | 51,800 | $ | 53,434 | ||||
Land held for development | 627 | 627 | ||||||
| | | | | | | | |
Total inventory | $ | 52,427 | $ | 54,061 | ||||
| | | | | | | | |
| | | | | | | | |
VACATION_OWNERSHIP_MORTGAGES_R1
VACATION OWNERSHIP MORTGAGES RECEIVABLE (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
VACATION OWNERSHIP MORTGAGES RECEIVABLE | |||||||||||
Schedule of mortgages receivable | |||||||||||
Vacation ownership mortgages receivable carrying amounts as of March 31, 2015 and December 31, 2014 were as follows (in thousands): | |||||||||||
March 31, | December 31, | ||||||||||
2015 | 2014 | ||||||||||
Acquired vacation ownership mortgages receivable at various stated interest rates with varying payment through 2024 (see below) | $ | 30,636 | $ | 33,953 | |||||||
Originated vacation ownership mortgages receivable at various stated interest rates with varying payment through 2025 (see below) | 4,080 | 2,896 | |||||||||
Less allowance for loan losses on originated loans | (750 | ) | (347 | ) | |||||||
| | | | | | | | ||||
Net vacation ownership mortgages receivable | $ | 33,966 | $ | 36,502 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Schedule of changes in accretable yield | |||||||||||
Accretable Yield | Three Months | ||||||||||
Ended | |||||||||||
March 31, 2015 | |||||||||||
Balance, beginning of period | $ | 15,406 | |||||||||
Accretion | (1,196 | ) | |||||||||
Reclassification between nonaccretable difference | — | ||||||||||
| | | | | |||||||
Balance, end of period | $ | 14,210 | |||||||||
| | | | | |||||||
| | | | | |||||||
Nonaccretable difference, end of period balance | $ | 8,385 | |||||||||
| | | | | |||||||
| | | | | |||||||
Schedule to mature mortgages receivables | |||||||||||
Vacation ownership mortgages receivable as of March 31, 2015 are scheduled to mature as follows (in thousands): | |||||||||||
Vacation Ownership Mortgages Receivable | |||||||||||
Twelve month period ending March 31, | Acquired | Originated | Total | ||||||||
loans | loans | ||||||||||
2016 | $ | 6,079 | $ | 220 | $ | 6,299 | |||||
2017 | 5,635 | 259 | 5,894 | ||||||||
2018 | 4,780 | 293 | 5,073 | ||||||||
2019 | 3,823 | 326 | 4,149 | ||||||||
2020 | 3,491 | 368 | 3,859 | ||||||||
2021 and thereafter | 11,342 | 2,614 | 13,956 | ||||||||
| | | | | | | | | | | |
Total | $ | 35,150 | $ | 4,080 | $ | 39,230 | |||||
Less: discount on acquired loans(1) | (4,514 | ) | — | (4,514 | ) | ||||||
Less: allowance for losses | — | (750 | ) | (750 | ) | ||||||
| | | | | | | | | | | |
Net vacation ownership mortgages receivable | $ | 30,636 | $ | 3,330 | $ | 33,966 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Weighted average stated interest rate at three months ended March 31, 2015 | 14.00% | 14.00% | |||||||||
Range of stated interest rates at three months ended March 31, 2015 | 12.5% to 17.9% | 12.9% to 14.9% | |||||||||
-1 | The difference between the contractual principal amount of acquired loans of $35.2 million and the net carrying amount of $30.6 million as of March 31, 2015 is related to the application of ASC 310-30. | ||||||||||
Collectability | |||||||||||
Schedule of past-due and nonaccrual status of mortgages receivable | |||||||||||
Our aged analysis of past-due vacation ownership mortgages receivable, the gross balance of vacation ownership mortgages receivable greater than 90 days past-due, and the gross balance of vacation ownership mortgage receivables on non-performing status as of March 31, 2015 is as follows (in thousands): | |||||||||||
Vacation Ownership Mortgages | |||||||||||
Receivable | |||||||||||
Acquired | Originated | Total | |||||||||
loans | loans | ||||||||||
Receivables past due | $ | 1,092 | $ | 90 | $ | 1,182 | |||||
Receivables greater than 90 days past due | $ | 179 | $ | — | $ | 179 | |||||
Receivables on non-performing status | $ | 203 | $ | — | $ | 203 | |||||
INVESTMENTS_IN_UNCONSOLIDATED_1
INVESTMENTS IN UNCONSOLIDATED ENTITIES (Tables) | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
INVESTMENTS IN UNCONSOLIDATED ENTITIES | |||||||
Schedule of ownership percentages and carrying value of our investments in unconsolidated entities | |||||||
Ownership | Carrying | ||||||
Interest | Value | ||||||
(in thousands) | |||||||
Maui Timeshare Venture, LLC | 33.00% | $ | 34,428 | ||||
Other | 25.0% - 43.3% | 533 | |||||
| | | | | | | |
Total | $ | 34,961 | |||||
| | | | | | | |
| | | | | | | |
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
PROPERTY AND EQUIPMENT | ||||||||
Schedule of Property and equipment, net | ||||||||
Property and equipment, net is as follows (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Computer equipment | $ | 21,237 | $ | 21,389 | ||||
Capitalized software (including internally developed software) | 100,082 | 97,561 | ||||||
Land, buildings and leasehold improvements | 50,599 | 50,685 | ||||||
Furniture and other equipment | 15,160 | 16,638 | ||||||
Projects in progress | 12,446 | 10,581 | ||||||
| | | | | | | | |
199,524 | 196,854 | |||||||
Less: accumulated depreciation and amortization | (114,224 | ) | (110,253 | ) | ||||
| | | | | | | | |
Total property and equipment, net | $ | 85,300 | $ | 86,601 | ||||
| | | | | | | | |
| | | | | | | | |
LONGTERM_DEBT_Tables
LONG-TERM DEBT (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
LONG-TERM DEBT | ||||||||
Schedule of Long-term debt | ||||||||
Long-term debt is as follows (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Revolving credit facility (interest rate of 2.43% at March 31, 2015 and 1.92% at December 31, 2014) | $ | 458,000 | $ | 488,000 | ||||
| | | | | | | | |
Total long-term debt | $ | 458,000 | $ | 488,000 | ||||
| | | | | | | | |
| | | | | | | | |
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
FAIR VALUE MEASUREMENTS | ||||||||||||||
Schedule of estimated fair value of financial instruments | March 31, 2015 | December 31, 2014 | ||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||
Amount | Value | Amount | Value | |||||||||||
(In thousands) | ||||||||||||||
Cash and cash equivalents | $ | 97,092 | $ | 97,092 | $ | 80,493 | $ | 80,493 | ||||||
Restricted cash and cash equivalents | 15,183 | 15,183 | 19,984 | 19,984 | ||||||||||
Loan receivable | 16,144 | 16,144 | 15,896 | 15,896 | ||||||||||
Vacation ownership mortgages receivable | 33,966 | 34,276 | 36,502 | 37,624 | ||||||||||
Investments in marketable securities | 11,678 | 11,678 | 11,368 | 11,368 | ||||||||||
Total debt | (458,000 | ) | (458,000 | ) | (488,000 | ) | (488,000 | ) | ||||||
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
STOCK-BASED COMPENSATION | ||||||||
Schedule of allocation of recognized compensation cost | ||||||||
Non-cash stock-based compensation expense related to equity awards is included in the following line items in the accompanying consolidated statements of income for the three months ended March 31, 2015 and 2014 (in thousands): | ||||||||
Three Months | ||||||||
Ended March 31, | ||||||||
2015 | 2014 | |||||||
Cost of sales | $ | 230 | $ | 210 | ||||
Selling and marketing expense | 473 | 363 | ||||||
General and administrative expense | 2,819 | 2,274 | ||||||
| | | | | | | | |
Non-cash compensation expense | $ | 3,522 | $ | 2,847 | ||||
| | | | | | | | |
| | | | | | | | |
Schedule of RSU award activity | ||||||||
Shares | Weighted-Average | |||||||
Grant Date | ||||||||
Fair Value | ||||||||
(In thousands) | ||||||||
Non-vested RSUs at January 1, 2015 | 1,694 | $ | 20.23 | |||||
Granted | 438 | 26.16 | ||||||
Vested | (498 | ) | 16.98 | |||||
| | | | | | | | |
Non-vested RSUs at March 31, 2015 | 1,634 | $ | 22.82 | |||||
| | | | | | | | |
| | | | | | | | |
SEGMENT_INFORMATION_Tables
SEGMENT INFORMATION (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
SEGMENT INFORMATION | ||||||||
Schedule of information on reportable segments and reconciliation to consolidated operating income | ||||||||
Information on reportable segments and reconciliation to consolidated operating income is as follows (in thousands): | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Exchange and Rental: | ||||||||
Transaction revenue | $ | 56,337 | $ | 56,111 | ||||
Membership fee revenue | 32,275 | 31,818 | ||||||
Ancillary member revenue | 1,399 | 1,623 | ||||||
| | | | | | | | |
Total member revenue | 90,011 | 89,552 | ||||||
Other revenue | 8,705 | 5,793 | ||||||
Rental management revenue | 14,199 | 13,924 | ||||||
Pass-through revenue | 22,721 | 20,819 | ||||||
| | | | | | | | |
Total revenues | 135,636 | 130,088 | ||||||
Cost of sales | 51,224 | 49,024 | ||||||
| | | | | | | | |
Gross profit | 84,412 | 81,064 | ||||||
Selling and marketing expense | 15,321 | 14,433 | ||||||
General and administrative expense | 26,075 | 24,718 | ||||||
Amortization expense of intangibles | 2,155 | 1,829 | ||||||
Depreciation expense | 3,826 | 3,611 | ||||||
| | | | | | | | |
Segment operating income | $ | 37,035 | $ | 36,473 | ||||
| | | | | | | | |
| | | | | | | | |
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Vacation Ownership: | ||||||||
Management fee revenue | $ | 25,058 | $ | 22,686 | ||||
Vacation ownership sales and financing revenue | 8,596 | — | ||||||
Pass-through revenue | 15,262 | 4,267 | ||||||
| | | | | | | | |
Total revenue | 48,916 | 26,953 | ||||||
Cost of sales | 31,133 | 14,826 | ||||||
| | | | | | | | |
Gross profit | 17,783 | 12,127 | ||||||
Selling and marketing expense | 2,887 | 137 | ||||||
General and administrative expense | 9,820 | 6,719 | ||||||
Amortization expense of intangibles | 1,346 | 1,137 | ||||||
Depreciation expense | 443 | 182 | ||||||
| | | | | | | | |
Segment operating income | $ | 3,287 | $ | 3,952 | ||||
| | | | | | | | |
| | | | | | | | |
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Consolidated: | ||||||||
Revenue | $ | 184,552 | $ | 157,041 | ||||
Cost of sales | 82,357 | 63,850 | ||||||
| | | | | | | | |
Gross profit | 102,195 | 93,191 | ||||||
Direct segment operating expenses | 61,873 | 52,766 | ||||||
| | | | | | | | |
Operating income | $ | 40,322 | $ | 40,425 | ||||
| | | | | | | | |
| | | | | | | | |
Schedule of financial information by reportable segment | ||||||||
Selected financial information by reporting segment is presented below (in thousands) | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Total Assets: | ||||||||
Exchange and Rental | $ | 943,551 | $ | 931,698 | ||||
Vacation Ownership | 386,124 | 395,921 | ||||||
| | | | | | | | |
Total | $ | 1,329,675 | $ | 1,327,619 | ||||
| | | | | | | | |
| | | | | | | | |
Schedule of geographic information on revenue, based on sourcing, and long-lived assets, based on physical location | ||||||||
Geographic information on revenue, based on sourcing, and long-lived assets, based on physical location, is presented in the table below (in thousands). | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Revenue: | ||||||||
United States | $ | 154,586 | $ | 121,700 | ||||
Europe | 17,850 | 19,244 | ||||||
All other countries(1) | 12,116 | 16,097 | ||||||
| | | | | | | | |
Total | $ | 184,552 | $ | 157,041 | ||||
| | | | | | | | |
| | | | | | | | |
-1 | Includes countries within the following continents: Africa, Asia, Australia, North America and South America. | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Long-lived assets (excluding goodwill and intangible assets): | ||||||||
United States | $ | 80,420 | $ | 81,291 | ||||
Europe | 4,511 | 4,884 | ||||||
All other countries | 369 | 426 | ||||||
| | | | | | | | |
Total | $ | 85,300 | $ | 86,601 | ||||
| | | | | | | | |
| | | | | | | | |
ORGANIZATION_AND_BASIS_OF_PRES1
ORGANIZATION AND BASIS OF PRESENTATION (Details) | 1 Months Ended | 3 Months Ended | 0 Months Ended |
31-May-08 | Mar. 31, 2015 | Nov. 04, 2013 | |
company | item | ||
ORGANIZATION AND BASIS OF PRESENTATION | |||
Number of operating segments | 2 | ||
Definitive agreements | |||
Number of publicly traded companies formed upon spin-off | 5 | ||
CLC | VRI Europe Limited | |||
Definitive agreements | |||
Equity of VRIE issued as consideration for acquisition (as a percent) | 24.50% |
SIGNIFICANT_ACCOUNTING_POLICIE3
SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Stock options | ||
Securities not included in the computations of diluted earnings per share | ||
Securities excluded from computation of diluted earnings per share (in shares) | 0.9 | 0.8 |
Outstanding stock options (in shares) | 0.8 | 0.8 |
Non-vested RSUs | ||
Securities not included in the computations of diluted earnings per share | ||
Securities excluded from computation of diluted earnings per share (in shares) | 0.9 |
SIGNIFICANT_ACCOUNTING_POLICIE4
SIGNIFICANT ACCOUNTING POLICIES (Details 2) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Weighted average common and common equivalent shares used in the calculation of basic and diluted earnings per share | ||
Basic weighted average shares of common stock outstanding | 57,179 | 57,505 |
Diluted weighted average shares of common stock outstanding | 57,747 | 58,078 |
Non-vested RSUs | ||
Weighted average common and common equivalent shares used in the calculation of basic and diluted earnings per share | ||
Net effect of common stock equivalents (in shares) | 565 | 564 |
Stock options | ||
Weighted average common and common equivalent shares used in the calculation of basic and diluted earnings per share | ||
Net effect of common stock equivalents (in shares) | 3 | 9 |
GOODWILL_AND_OTHER_INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
item | |||
GOODWILL AND OTHER INTANGIBLE ASSETS | |||
Number of reporting units | 2 | ||
Changes in carrying amount of goodwill | |||
Balance at the beginning of the period | $562,250 | $540,839 | |
Additions | 22,539 | ||
Deductions | -824 | ||
Foreign Currency Translation | -1,128 | ||
Balance at the end of the period | 561,426 | 562,250 | |
Exchange reporting unit | |||
Changes in carrying amount of goodwill | |||
Balance at the beginning of the period | 483,462 | ||
Additions | 12,286 | ||
Balance at the end of the period | 495,748 | ||
Rental reporting unit | |||
Changes in carrying amount of goodwill | |||
Balance at the beginning of the period | 20,396 | ||
Balance at the end of the period | 20,396 | 20,396 | |
VO management reporting unit | |||
Changes in carrying amount of goodwill | |||
Balance at the beginning of the period | 39,160 | 36,981 | |
Additions | 3,307 | ||
Deductions | -824 | ||
Foreign Currency Translation | -1,128 | ||
Balance at the end of the period | 39,160 | ||
VO sales and financing reporting unit | |||
Changes in carrying amount of goodwill | |||
Additions | 6,946 | ||
Balance at the end of the period | $6,946 |
GOODWILL_AND_OTHER_INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS (Details 2) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Intangibles assets, net | ||
Intangible assets with indefinite lives | $127,407,000 | $131,336,000 |
Intangible assets with definite lives, net | 133,440,000 | 137,539,000 |
Total intangible assets, net | 260,847,000 | 268,875,000 |
Change in indefinite-lived intangible assets | 3,900,000 | |
Resort management contracts | ||
Intangibles assets, net | ||
Intangible assets with indefinite lives | 83,491,000 | 87,420,000 |
Trade names and trademarks | ||
Intangibles assets, net | ||
Intangible assets with indefinite lives | $43,916,000 | $43,916,000 |
GOODWILL_AND_OTHER_INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS (Details 3) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Other intangible assets | |||
Cost | $420,332 | $421,034 | |
Accumulated Amortization | -286,892 | -283,495 | |
Net | 133,440 | 137,539 | |
Amortization expense for intangible assets | 3,501 | 2,966 | |
Amortization of intangible assets | |||
2016 | 13,627 | ||
2017 | 12,314 | ||
2018 | 11,200 | ||
2019 | 10,586 | ||
2020 | 10,047 | ||
2021 and thereafter | 75,666 | ||
Net | 133,440 | 137,539 | |
Customer relationships | |||
Other intangible assets | |||
Cost | 168,400 | 168,400 | |
Accumulated Amortization | -130,384 | -129,942 | |
Net | 38,016 | 38,458 | |
Amortization of intangible assets | |||
Net | 38,016 | 38,458 | |
Purchase agreements | |||
Other intangible assets | |||
Cost | 75,879 | 75,879 | |
Accumulated Amortization | -75,562 | -75,443 | |
Net | 317 | 436 | |
Amortization of intangible assets | |||
Net | 317 | 436 | |
Resort management contracts | |||
Other intangible assets | |||
Cost | 129,179 | 129,864 | |
Accumulated Amortization | -39,175 | -36,790 | |
Net | 90,004 | 93,074 | |
Amortization of intangible assets | |||
Net | 90,004 | 93,074 | |
Technology | |||
Other intangible assets | |||
Cost | 25,076 | 25,076 | |
Accumulated Amortization | -25,076 | -25,076 | |
Other | |||
Other intangible assets | |||
Cost | 21,798 | 21,815 | |
Accumulated Amortization | -16,695 | -16,244 | |
Net | 5,103 | 5,571 | |
Amortization of intangible assets | |||
Net | $5,103 | $5,571 |
VACATION_OWNERSHIP_INVENTORY_D
VACATION OWNERSHIP INVENTORY (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
VACATION OWNERSHIP INVENTORY | ||
Completed unsold vacation ownership units | $51,800 | $53,434 |
Land held for development | 627 | 627 |
Inventory, Net, Total | $52,427 | $54,061 |
VACATION_OWNERSHIP_MORTGAGES_R2
VACATION OWNERSHIP MORTGAGES RECEIVABLE (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | |
VACATION OWNERSHIP MORTGAGES RECEIVABLE | |||
Fair value of acquired loans | $37,500,000 | 37,500,000 | |
Expected remaining principal payment and accrued interest | 35,200,000 | 35,200,000 | 38,000,000 |
Schedule to mature mortgages receivables | |||
2016 | 6,299,000 | 6,299,000 | |
2017 | 5,894,000 | 5,894,000 | |
2018 | 5,073,000 | 5,073,000 | |
2019 | 4,149,000 | 4,149,000 | |
2020 | 3,859,000 | 3,859,000 | |
2021 and thereafter | 13,956,000 | 13,956,000 | |
Total | 39,230,000 | 39,230,000 | |
Discount on acquired loans | -4,514,000 | ||
Less allowance for loan losses on originated loans | -750,000 | -750,000 | -347,000 |
Loans and Leases Receivable, Gross, Consumer, Real Estate, Total | 33,966,000 | 33,966,000 | 36,502,000 |
Accretable yield expected to be collected over the carrying amount | |||
Balance, beginning of period | 15,406,000 | ||
Accretion | -1,196,000 | ||
Balance, end of period | 14,210,000 | 14,210,000 | |
Nonaccretable difference, end of period balance | 8,385,000 | 8,385,000 | |
Allowance for Vacation Ownership Mortgage Receivable Losses | |||
Receivables Past Due | 1,182,000 | 1,182,000 | |
Receivables greater than 90 Days Past Due | 179,000 | 179,000 | |
Receivables on non-performing status | 203,000 | 203,000 | |
Estimated interest rate | 11.50% | ||
Acquired vacation | |||
Schedule to mature mortgages receivables | |||
2016 | 6,079,000 | 6,079,000 | |
2017 | 5,635,000 | 5,635,000 | |
2018 | 4,780,000 | 4,780,000 | |
2019 | 3,823,000 | 3,823,000 | |
2020 | 3,491,000 | 3,491,000 | |
2021 and thereafter | 11,342,000 | 11,342,000 | |
Total | 35,150,000 | 35,150,000 | |
Discount on acquired loans | -4,514,000 | ||
Loans and Leases Receivable, Gross, Consumer, Real Estate, Total | 30,636,000 | 30,636,000 | 33,953,000 |
Mortgage Loans on Real Estate, Interest Rate | 14.00% | ||
Allowance for Vacation Ownership Mortgage Receivable Losses | |||
Receivables Past Due | 1,092,000 | 1,092,000 | |
Receivables greater than 90 Days Past Due | 179,000 | 179,000 | |
Receivables on non-performing status | 203,000 | 203,000 | |
Weighted-average interest rate on vacation ownership mortgage receivables | 14.00% | ||
Originated vacation | |||
Schedule to mature mortgages receivables | |||
2016 | 220,000 | 220,000 | |
2017 | 259,000 | 259,000 | |
2018 | 293,000 | 293,000 | |
2019 | 326,000 | 326,000 | |
2020 | 368,000 | 368,000 | |
2021 and thereafter | 2,614,000 | 2,614,000 | |
Total | 4,080,000 | 4,080,000 | 2,896,000 |
Less allowance for loan losses on originated loans | -750,000 | -750,000 | |
Loans and Leases Receivable, Gross, Consumer, Real Estate, Total | 3,330,000 | 3,330,000 | |
Mortgage Loans on Real Estate, Interest Rate | 14.00% | ||
Allowance for Vacation Ownership Mortgage Receivable Losses | |||
Receivables Past Due | $90,000 | 90,000 | |
Weighted-average interest rate on vacation ownership mortgage receivables | 14.00% | ||
Minimum | |||
Allowance for Vacation Ownership Mortgage Receivable Losses | |||
Mortgage Loans on Real Estate, Number of Loans | 703 | ||
Minimum | Acquired vacation | |||
Schedule to mature mortgages receivables | |||
Mortgage Loans on Real Estate, Interest Rate | 12.50% | ||
Allowance for Vacation Ownership Mortgage Receivable Losses | |||
Weighted-average interest rate on vacation ownership mortgage receivables | 12.50% | ||
Minimum | Originated vacation | |||
Schedule to mature mortgages receivables | |||
Mortgage Loans on Real Estate, Interest Rate | 12.90% | ||
Allowance for Vacation Ownership Mortgage Receivable Losses | |||
Weighted-average interest rate on vacation ownership mortgage receivables | 12.90% | ||
Maximum | |||
Allowance for Vacation Ownership Mortgage Receivable Losses | |||
Mortgage Loans on Real Estate, Number of Loans | 721 | ||
Maximum | Acquired vacation | |||
Schedule to mature mortgages receivables | |||
Mortgage Loans on Real Estate, Interest Rate | 17.90% | ||
Allowance for Vacation Ownership Mortgage Receivable Losses | |||
Weighted-average interest rate on vacation ownership mortgage receivables | 17.90% | ||
Maximum | Originated vacation | |||
Schedule to mature mortgages receivables | |||
Mortgage Loans on Real Estate, Interest Rate | 14.90% | ||
Allowance for Vacation Ownership Mortgage Receivable Losses | |||
Weighted-average interest rate on vacation ownership mortgage receivables | 14.90% |
INVESTMENTS_IN_UNCONSOLIDATED_2
INVESTMENTS IN UNCONSOLIDATED ENTITIES (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Schedule of Equity Method Investments [Line Items] | |
Income (Loss) from Equity Method Investments | $1,524 |
carrying value of investments in unconsolidated entities | 34,961 |
Maui Timeshare Venture, LLC | |
Schedule of Equity Method Investments [Line Items] | |
carrying value of investments in unconsolidated entities | 34,428 |
Ownership percentages of investments in unconsolidated entities | 33.00% |
Other. | |
Schedule of Equity Method Investments [Line Items] | |
carrying value of investments in unconsolidated entities | $533 |
Other. | Minimum | |
Schedule of Equity Method Investments [Line Items] | |
Ownership percentages of investments in unconsolidated entities | 25.00% |
Other. | Maximum | |
Schedule of Equity Method Investments [Line Items] | |
Ownership percentages of investments in unconsolidated entities | 43.30% |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
PROPERTY AND EQUIPMENT | ||
Property and equipment, gross | $199,524 | $196,854 |
Less: accumulated depreciation and amortization | -114,224 | -110,253 |
Total property and equipment, net | 85,300 | 86,601 |
Computer equipment | ||
PROPERTY AND EQUIPMENT | ||
Property and equipment, gross | 21,237 | 21,389 |
Capitalized software (including internally developed software) | ||
PROPERTY AND EQUIPMENT | ||
Property and equipment, gross | 100,082 | 97,561 |
Land, buildings and leasehold improvements | ||
PROPERTY AND EQUIPMENT | ||
Property and equipment, gross | 50,599 | 50,685 |
Furniture and other equipment | ||
PROPERTY AND EQUIPMENT | ||
Property and equipment, gross | 15,160 | 16,638 |
Projects in progress | ||
PROPERTY AND EQUIPMENT | ||
Property and equipment, gross | $12,446 | $10,581 |
LONGTERM_DEBT_Details
LONG-TERM DEBT (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |||
LONG-TERM DEBT | |||
Total long-term debt | $458,000 | $488,000 | |
Revolving credit facility | |||
LONG-TERM DEBT | |||
Stated interest rate (as a percent) | 2.43% | 1.92% | |
Total long-term debt | $458,000 | $488,000 |
LONGTERM_DEBT_Details_2
LONG-TERM DEBT (Details 2) (USD $) | 3 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Apr. 10, 2015 | Apr. 30, 2014 | Dec. 31, 2014 | Jun. 21, 2012 | |
Senior Secured Credit Facility and Covenants | ||||||
Amount outstanding | $458,000,000 | $488,000,000 | ||||
Total unamortized debt issuance costs | 3,400,000 | 3,600,000 | ||||
Accumulated amortization on debt issuance costs | 2,200,000 | 2,000,000 | ||||
Interest expense | 2,753,000 | 1,324,000 | ||||
Subsequent Events | 5.625% Senior Notes, due 2023 | ||||||
Senior Secured Credit Facility and Covenants | ||||||
Aggregate principal amount of debt | 350,000,000 | |||||
Proceeds from issuance of senior notes | 343,000,000 | |||||
Stated interest rate (as a percent) | 5.63% | |||||
Unamortized debt issuance costs | 900,000 | |||||
Revolving credit facility | ||||||
Senior Secured Credit Facility and Covenants | ||||||
Principal amount | 600,000,000 | 600,000,000 | 600,000,000 | 500,000,000 | ||
Amount outstanding | 458,000,000 | 488,000,000 | ||||
Commitment fee (as a percent) | 0.38% | |||||
Percentage of voting equity securities of the Borrower and its U.S. subsidiaries by which credit facility is secured | 100.00% | |||||
Percentage of equity in the first-tier foreign subsidiaries of the Borrower by which credit facility is secured | 65.00% | |||||
Lender and third - party debt issuance costs incurred | 1,700,000 | |||||
Total unamortized debt issuance costs | 2,500,000 | |||||
Interest expense | $2,800,000 | $1,300,000 | ||||
Stated interest rate (as a percent) | 2.43% | 1.92% | ||||
Revolving credit facility | Actual | ||||||
Senior Secured Credit Facility and Covenants | ||||||
Consolidated leverage ratio of debt over EBITDA | 2.68 | |||||
Consolidated interest coverage ratio | 19.46 | |||||
Revolving credit facility | Minimum | ||||||
Senior Secured Credit Facility and Covenants | ||||||
Commitment fee (as a percent) | 0.25% | |||||
Revolving credit facility | Minimum | Financial covenant | ||||||
Senior Secured Credit Facility and Covenants | ||||||
Consolidated interest coverage ratio | 3 | |||||
Revolving credit facility | Maximum | ||||||
Senior Secured Credit Facility and Covenants | ||||||
Commitment fee (as a percent) | 0.38% | |||||
Revolving credit facility | Maximum | Financial covenant | ||||||
Senior Secured Credit Facility and Covenants | ||||||
Consolidated leverage ratio of debt over EBITDA | 3.5 | |||||
Revolving credit facility | Base rate | ||||||
Senior Secured Credit Facility and Covenants | ||||||
Reference rate | Base Rate | |||||
Applicable margin (as a percent) | 1.25% | |||||
Revolving credit facility | Base rate | Minimum | ||||||
Senior Secured Credit Facility and Covenants | ||||||
Applicable margin (as a percent) | 0.25% | |||||
Revolving credit facility | Base rate | Maximum | ||||||
Senior Secured Credit Facility and Covenants | ||||||
Applicable margin (as a percent) | 1.25% | |||||
Revolving credit facility | LIBOR | ||||||
Senior Secured Credit Facility and Covenants | ||||||
Reference rate | LIBOR | |||||
Applicable margin (as a percent) | 2.25% | |||||
Revolving credit facility | LIBOR | Minimum | ||||||
Senior Secured Credit Facility and Covenants | ||||||
Applicable margin (as a percent) | 1.25% | |||||
Revolving credit facility | LIBOR | Maximum | ||||||
Senior Secured Credit Facility and Covenants | ||||||
Applicable margin (as a percent) | 2.25% | |||||
Third Amendment To Credit Agreement | Subsequent Events | ||||||
Senior Secured Credit Facility and Covenants | ||||||
Commitment fee (as a percent) | 0.40% | |||||
Third Amendment To Credit Agreement | Actual | Subsequent Events | ||||||
Senior Secured Credit Facility and Covenants | ||||||
Consolidated leverage ratio of debt over EBITDA | 3.25 | |||||
Third Amendment To Credit Agreement | Financial covenant | Subsequent Events | ||||||
Senior Secured Credit Facility and Covenants | ||||||
Consolidated leverage ratio of debt over EBITDA | 3.5 | |||||
Third Amendment To Credit Agreement | Pro Forma | Subsequent Events | ||||||
Senior Secured Credit Facility and Covenants | ||||||
Consolidated leverage ratio of debt over EBITDA | 4.5 | |||||
Third Amendment To Credit Agreement | Base rate | Subsequent Events | ||||||
Senior Secured Credit Facility and Covenants | ||||||
Applicable margin (as a percent) | 1.50% | |||||
Third Amendment To Credit Agreement | LIBOR | Subsequent Events | ||||||
Senior Secured Credit Facility and Covenants | ||||||
Reference rate | LIBOR | |||||
Applicable margin (as a percent) | 2.50% |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Dec. 31, 2014 | Apr. 30, 2014 | Jun. 21, 2012 | |
Fair Value of Financial Instruments | ||||
Restricted cash and cash equivalents | $15,183,000 | $19,984,000 | ||
Revolving credit facility | ||||
Fair Value of Financial Instruments | ||||
Maximum borrowing capacity | 600,000,000 | 600,000,000 | 600,000,000 | 500,000,000 |
HVO | ||||
Fair Value of Financial Instruments | ||||
Investments in marketable securities | 11,700,000 | |||
Unrealized trading gains | 300,000 | |||
Carrying Amount | ||||
Fair Value of Financial Instruments | ||||
Cash and cash equivalents | 97,092,000 | 80,493,000 | ||
Restricted cash and cash equivalents | 15,183,000 | 19,984,000 | ||
Loan receivable | 16,144,000 | 15,896,000 | ||
Vacation ownership mortgages receivable | 33,966,000 | 36,502,000 | ||
Investments in marketable securities | 11,678,000 | 11,368,000 | ||
Total debt | -458,000,000 | -488,000,000 | ||
Fair Value | ||||
Fair Value of Financial Instruments | ||||
Cash and cash equivalents | 97,092,000 | 80,493,000 | ||
Restricted cash and cash equivalents | 15,183,000 | 19,984,000 | ||
Loan receivable | 16,144,000 | 15,896,000 | ||
Vacation ownership mortgages receivable | 34,276,000 | 37,624,000 | ||
Investments in marketable securities | 11,678,000 | 11,368,000 | ||
Total debt | ($458,000,000) | ($488,000,000) |
EQUITY_Details
EQUITY (Details) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | ||||||
Aug. 03, 2011 | 31-May-15 | Mar. 31, 2015 | Feb. 28, 2015 | Jun. 30, 2009 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Nov. 04, 2013 | Dec. 31, 2013 | Oct. 01, 2014 | |
item | |||||||||||
EQUITY | |||||||||||
Authorized shares of common stock | 300,000,000 | 300,000,000 | 300,000,000 | ||||||||
Par value of common stock (in dollars per share) | $0.01 | $0.01 | $0.01 | ||||||||
Shares of common stock issued | 59,798,533 | 59,798,533 | 59,463,200 | ||||||||
Shares of common stock outstanding | 57,400,000 | 57,400,000 | 57,100,000 | ||||||||
Shares held as treasury stock | 2,363,324 | 2,363,324 | |||||||||
Authorized shares of preferred stock | 25,000,000 | 25,000,000 | 25,000,000 | ||||||||
Par value of preferred stock (in dollars per share) | $0.01 | $0.01 | |||||||||
Preferred stock, issued shares | 0 | 0 | 0 | ||||||||
Preferred stock, outstanding shares | 0 | 0 | 0 | ||||||||
Minimum number of series to issue preferred stock | 1 | ||||||||||
Dividends declared per common share (in dollars per share) | $0.12 | $0.12 | $0.12 | $0.11 | |||||||
Cash dividend paid | $6,900,000 | $6,892,000 | $6,350,000 | ||||||||
Stockholder Rights Plan | |||||||||||
Rights per common stock share declared as dividend | 1 | ||||||||||
Minimum percentage of common stock to be acquired before rights become exercisable | 15.00% | ||||||||||
Percentage of discount on prevailing market price of common stock | 50.00% | ||||||||||
Share Repurchase Program | |||||||||||
Amount authorized under share repurchase program | 25,000,000 | ||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | 35,142,000 | 35,142,000 | 36,305,000 | ||||||||
Repurchase program August 2011 [Member] | |||||||||||
Share Repurchase Program | |||||||||||
Number of shares of common stock repurchased | 700,000 | ||||||||||
Common stock repurchased | 14,100,000 | ||||||||||
Repurchase program June 2014 [Member] | |||||||||||
Share Repurchase Program | |||||||||||
Remaining availability for future repurchases of common stock | 25,000,000 | ||||||||||
CLC | |||||||||||
Share Repurchase Program | |||||||||||
Premium upon exercise of share options to settle loan (as a percent) | 20.00% | ||||||||||
CLC | Convertible Debt [Member] | |||||||||||
Share Repurchase Program | |||||||||||
Convertible secured loan available, subject to certain conditions being met | 15,100,000 | ||||||||||
Convertible secured loan maturity period | 5 years | ||||||||||
CLC | VRI Europe Limited | |||||||||||
Share Repurchase Program | |||||||||||
Equity of VRIE issued as consideration for acquisition (as a percent) | 24.50% | ||||||||||
Ownership interest ( as a percent) | 75.50% | ||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | 32,400,000 | 32,400,000 | 33,300,000 | ||||||||
Period from acquisition during which parties have agreed not to transfer their interests | 5 years | ||||||||||
HVO | |||||||||||
Share Repurchase Program | |||||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | $2,800,000 | $2,800,000 | $3,100,000 | $3,300,000 |
BENEFIT_PLANS_Details
BENEFIT PLANS (Details) (USD $) | 3 Months Ended | |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Retirement savings plan qualified under Section 401(k) of the Internal Revenue Code and other various benefit plans | ||
Employee contribution as maximum percentage of pre-tax earnings | 50.00% | |
Employer contribution against each dollar contributed by employee (as a percent) | 50.00% | |
Matching contributions | $0.50 | $0.60 |
Benefit plan cost, non-US employees | 0.1 | 0.1 |
Deferred compensation plan | ||
Vesting percentage under deferred compensation plan | 100.00% | |
Shares of common stock reserved for issuance pursuant to deferred compensation plan | 100,000 | |
Shares outstanding under the deferred compensation plan | 47,926 | |
Maximum | ||
Retirement savings plan qualified under Section 401(k) of the Internal Revenue Code and other various benefit plans | ||
Employer's maximum contribution of participant's eligible earnings (as a percent) | 3.00% | |
HVO | ||
Deferred compensation plan | ||
Net transfer into deferred compensation plan | 10.6 | |
Fair value of investments in the Rabbi Trust | 11.7 | |
Deferred compensation liabiltiy recorded in other long term liabilities | 11.7 | |
Unrealized investment gains related to deferred compansation plan | $0.30 |
STOCKBASED_COMPENSATION_Detail
STOCK-BASED COMPENSATION (Details) (USD $) | 3 Months Ended | 0 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | 21-May-13 | |
STOCK-BASED COMPENSATION | |||
Non-cash compensation expense | $3,522,000 | $2,847,000 | |
Non-vested RSUs | |||
STOCK-BASED COMPENSATION | |||
New awards granted (in shares) | 423,000 | 390,000 | |
Number of shares granted expected to cliff vest | 105,000 | 116,000 | |
Per unit grant date fair value (in dollars per unit) | $26.16 | ||
Non-cash compensation expense | 3,500,000 | 2,800,000 | |
Unrecognized compensation expense | |||
Unrecognized compensation cost, net of estimated forfeitures | $26,600,000 | ||
Weighted average period for recognition of unrecognized compensation expense | 2 years 2 months 12 days | ||
Non-vested RSUs | Minimum | |||
STOCK-BASED COMPENSATION | |||
Award vesting period | 3 years | 3 years | |
Non-vested RSUs | Maximum | |||
STOCK-BASED COMPENSATION | |||
Award vesting period | 5 years | 5 years | |
Non-vested RSUs | Performance-based | |||
STOCK-BASED COMPENSATION | |||
New awards granted (in shares) | 54,000 | 84,000 | |
Number of peer groups for estimating total shareholder return ranking | 2 | ||
The estimated performance period to be considered for historical average volatility rate | 3 years | ||
The performance measurement period to be considered for risk free interest rate assumption | 3 years | ||
Non-vested RSUs | Performance-based | Minimum | |||
STOCK-BASED COMPENSATION | |||
Percentage of target shares which can be earned by the participants (as a percent) | 0.00% | 0.00% | |
Non-vested RSUs | Performance-based | Maximum | |||
STOCK-BASED COMPENSATION | |||
Percentage of target shares which can be earned by the participants (as a percent) | 200.00% | 200.00% | |
Non-vested TSRs | Performance-based | |||
STOCK-BASED COMPENSATION | |||
Per unit grant date fair value (in dollars per unit) | $40.71 | $36.90 | |
2013 Stock and Incentive Compensation Plan | |||
STOCK-BASED COMPENSATION | |||
Number of shares of common stock reserved for issuance | 4,100,000 | ||
Reduction from common stock reserved for issuance for every share granted under prior plan | 1 | ||
Remaining shares available for future issuance | 2,500,000 |
STOCKBASED_COMPENSATION_Detail1
STOCK-BASED COMPENSATION (Details 2) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Non-cash stock-based compensation expense | ||
Non-cash compensation expense before income taxes | $3,522 | $2,847 |
Cost of sales | ||
Non-cash stock-based compensation expense | ||
Non-cash compensation expense before income taxes | 230 | 210 |
Selling and marketing expense | ||
Non-cash stock-based compensation expense | ||
Non-cash compensation expense before income taxes | 473 | 363 |
General and administrative expense | ||
Non-cash stock-based compensation expense | ||
Non-cash compensation expense before income taxes | $2,819 | $2,274 |
STOCKBASED_COMPENSATION_Detail2
STOCK-BASED COMPENSATION (Details 3) (Non-vested RSUs, USD $) | 3 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 |
Non-vested RSUs | |
Shares | |
Outstanding at the beginning of the period (in shares) | 1,694 |
Granted (in shares) | 438 |
Vested (in shares) | -498 |
Outstanding at the end of the period (in shares) | 1,634 |
Weighted-Average Grant Date Fair Value | |
Outstanding at the beginning of the period (in dollars per share) | $20.23 |
Granted (in dollars per share) | $26.16 |
Vested (in dollars per share) | $16.98 |
Outstanding at the end of the period (in dollars per share) | $22.82 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Reconciliation of total income tax provision | ||
Income tax provision | $14,492 | $14,315 |
Effective tax rate (as a percent) | 36.00% | 36.70% |
Federal statutory rate (as a percent) | 35.00% |
SEGMENT_INFORMATION_Details
SEGMENT INFORMATION (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
item | |||
SEGMENT INFORMATION | |||
Number of operating segments which are also reportable segments | 2 | ||
SEGMENT INFORMATION | |||
Total revenues | $184,552 | $157,041 | |
Cost of sales | 82,357 | 63,850 | |
Gross profit | 102,195 | 93,191 | |
Selling and marketing expense | 18,208 | 14,570 | |
General and administrative expense | 35,895 | 31,437 | |
Amortization expense of intangibles | 3,501 | 2,966 | |
Depreciation expense | 4,269 | 3,793 | |
Direct segment operating expenses | 61,873 | 52,766 | |
Operating income | 40,322 | 40,425 | |
Total assets | |||
Total assets | 1,329,675 | 1,327,619 | |
Exchange And Rental | |||
SEGMENT INFORMATION | |||
Transaction Revenue | 56,337 | 56,111 | |
Membership fee revenue | 32,275 | 31,818 | |
Ancillary member revenue | 1,399 | 1,623 | |
Other revenue | 8,705 | 5,793 | |
Total member revenue | 90,011 | 89,552 | |
Rental management revenue | 14,199 | 13,924 | |
Pass-through revenue | 22,721 | 20,819 | |
Total revenues | 135,636 | 130,088 | |
Cost of sales | 51,224 | 49,024 | |
Gross profit | 84,412 | 81,064 | |
Selling and marketing expense | 15,321 | 14,433 | |
General and administrative expense | 26,075 | 24,718 | |
Amortization expense of intangibles | 2,155 | 1,829 | |
Depreciation expense | 3,826 | 3,611 | |
Operating income | 37,035 | 36,473 | |
Total assets | |||
Total assets | 943,551 | 931,698 | |
Vacation Ownership | |||
SEGMENT INFORMATION | |||
Management fee revenue | 25,058 | 22,686 | |
Vacation ownership sales and financing revenue | 8,596 | ||
Pass-through revenue | 15,262 | 4,267 | |
Total revenues | 48,916 | 26,953 | |
Cost of sales | 31,133 | 14,826 | |
Gross profit | 17,783 | 12,127 | |
Selling and marketing expense | 2,887 | 137 | |
General and administrative expense | 9,820 | 6,719 | |
Amortization expense of intangibles | 1,346 | 1,137 | |
Depreciation expense | 443 | 182 | |
Operating income | 3,287 | 3,952 | |
Total assets | |||
Total assets | $386,124 | $395,921 |
SEGMENT_INFORMATION_Details_2
SEGMENT INFORMATION (Details 2) (USD $) | 3 Months Ended | ||||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | ||
item | |||||
Geographic Information | |||||
Number of other countries in which entity operates | 15 | ||||
Revenue: | |||||
Revenue | $184,552 | $157,041 | |||
Long-lived assets (excluding goodwill and intangible assets): | |||||
Total long-lived assets | 85,300 | 86,601 | |||
Minimum | |||||
Geographic Information | |||||
Number of countries from which revenue is sourced | 100 | 100 | |||
United States | |||||
Revenue: | |||||
Revenue | 154,586 | 121,700 | |||
Long-lived assets (excluding goodwill and intangible assets): | |||||
Total long-lived assets | 80,420 | 81,291 | |||
Europe | |||||
Revenue: | |||||
Revenue | 17,850 | 19,244 | |||
Long-lived assets (excluding goodwill and intangible assets): | |||||
Total long-lived assets | 4,511 | 4,884 | |||
All other countries | |||||
Revenue: | |||||
Revenue | 12,116 | [1] | 16,097 | [1] | |
Long-lived assets (excluding goodwill and intangible assets): | |||||
Total long-lived assets | $369 | $426 | |||
[1] | Includes countries within the following continents: Africa, Asia, Australia, North America and South America. |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and guarantees | |
Letter of credit outstanding amount | 8,300,000 |
Guarantees Surety Bonds Letters of Credit | |
Commitments and guarantees | |
Guarantees and commitments amount | 77,700,000 |
Amount of guarantees and commitments, year one | 59,700,000 |
Guarantees | |
Commitments and guarantees | |
Guarantees and commitments amount | 30,400,000 |
Guarantees | Minimum | |
Commitments and guarantees | |
Notice period for termination of lease | 60 days |
Guarantees | Maximum | |
Commitments and guarantees | |
Notice period for termination of lease | 90 days |
Guarantees construction loan | |
Commitments and guarantees | |
Guarantees and commitments amount | 36,700,000 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details 2) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
COMMITMENTS AND CONTINGENCIES | |||
Favorable adjustments to earnings | $1 | $0.50 | |
European Union Value Added Tax Matter | |||
COMMITMENTS AND CONTINGENCIES | |||
Accrual of VAT liability | 1.2 | 2.3 | |
Possible future costs to settle VAT liabilities, lower range | 1.2 | ||
Possible future costs to settle VAT liabilities, higher range | $2.20 |