Segments | NOTE 15. SEGMENTS Our operating segments are components of the business which are managed discretely and for which discrete financial information is reviewed regularly by our Chief Executive Officer, who is our chief operating decision maker, to assess performance and make decisions regarding the allocation of resources. Our operating and reportable segments are defined as follows: · Owned hotels —This segment derives its earnings from the operation of owned hotel properties located in the United States. · Franchise and management —This segment derives its earnings primarily from revenues earned under various franchise and management agreements relating to our owned, franchised, and managed hotels, which provide for us to earn compensation for the licensing of our brand to franchisees, as well as for services rendered, such as hotel management and providing access to certain shared services and marketing programs such as reservations, Returns, and property management systems. Corporate and other includes revenues generated and operating expenses incurred in connection with the overall support and brand management of our owned, managed, and franchised hotels and operations. The performance of our operating segments is evaluated primarily based upon Adjusted EBITDA, which should not be considered an alternative to net income (loss) or other measures of financial performance or liquidity derived in accordance with GAAP. We define Adjusted EBITDA as our net income (exclusive of non-controlling interests) before interest expense, income tax expense (benefit), and depreciation and amortization, further adjusted to exclude certain items, including, but not limited to: gains, losses, and expenses in connection with: (i) asset dispositions; (ii) debt modifications/retirements; (iii) non-cash impairment charges; (iv) discontinued operations; (v) equity based compensation and (vi) other items. The table below shows summarized consolidated financial information by segment for the three and nine months ended September 30, 2015 and 2014: For the three months ended September 30, For the nine months ended September 30, 2015 2014 2015 2014 (in thousands) Revenues Owned hotels $ 245,558 $ 241,266 $ 711,451 $ 667,564 Franchise and management (1) 31,460 29,054 87,357 68,977 Segment revenues 277,018 270,320 798,808 736,541 Other fee-based revenues from franchise and managed properties 6,668 6,158 17,960 16,511 Corporate and other (2) 34,757 34,026 97,862 88,054 Intersegment elimination (3) (39,340 ) (39,386 ) (113,533 ) (92,390 ) Total revenues $ 279,103 $ 271,118 $ 801,097 $ 748,716 For the three months ended September 30, For the nine months ended September 30, 2015 2014 2015 2014 (in thousands) Adjusted EBITDA Owned hotels $ 87,098 $ 87,951 $ 253,922 $ 249,226 Franchise and management 31,460 29,054 87,357 68,977 Segment Adjusted EBITDA 118,558 117,005 341,279 318,203 Corporate and other (4,327 ) (7,708 ) (25,208 ) (27,944 ) Adjusted EBITDA $ 114,231 $ 109,297 $ 316,071 $ 290,259 (1) This segment includes intercompany fees which are charged to our owned hotels to reflect that certain functions, such as licensing and management, are included in the franchise and management segment. Prior to the IPO, we charged aggregate fees of 2.0% (0.33% license fees for trademark rights and 1.67% management fee for management services) to our owned hotels. In connection with the IPO, we entered into a new franchise agreement with our owned hotels, which covers certain services as well as trademark rights, and a new management agreement and terminated the existing agreements with our owned hotels. The new agreements, which commenced April 14, 2014, provide for a franchise fee of 4.5% of gross room revenues and a management fee of 2.5% of gross operating revenue for our owned hotels. Our consolidated financial information by segment for periods prior to April 14, 2014 presented herein reflects the historical aggregate fees of 2.0%. (2) Includes revenues related to our brand management programs and other cost reimbursements. The portions of these fees that are charged to our owned hotels totaled $20.0 million and $20.1 million for the three month periods ended September 30, 2015 and 2014, respectively, and $58.3 million and $51.0 million for the nine month periods ended September 30, 2015 and 2014, respectively. The franchise agreement we entered into with our owned hotels upon effectiveness of the IPO also includes a reservation fee of 2.0% of gross room revenues, which is reflected in corporate and other. These fees are charged to owned hotels and are eliminated in the accompanying condensed consolidated financial statements. (3) Includes management, license, franchise, BMF, Returns, reservation fees and other cost reimbursements totaling $39.3 million and $39.4 million for the three month periods ended September 30, 2015 and 2014, respectively and $113.5 million and $92.4 million for each of the nine month periods ended September 30, 2015 and 2014, respectively. These fees are charged to owned hotels and are eliminated in the accompanying condensed consolidated financial statements. The table below provides a reconciliation of Adjusted EBITDA to EBITDA and EBITDA to net income (loss) attributable to La Quinta Holdings’ stockholders for the three and nine months ended September 30, 2015 and 2014: For the three months ended September 30, For the nine months ended September 30, 2015 2014 2015 2014 (in thousands) Adjusted EBITDA $ 114,231 $ 109,297 $ 316,071 $ 290,259 Income (loss) from discontinued operations — — — (377 ) Impairment loss (1,823 ) — (44,321 ) (5,308 ) Loss on sale (85 ) — (4,088 ) — Loss on retirement of assets — — (161 ) — Gain (loss) related to casualty disasters (393 ) 108 (1,064 ) 1,106 Gain (loss) on extinguishment of debt, net — — — (2,030 ) Equity based compensation (3,320 ) (8,600 ) (16,464 ) (39,703 ) Severance charges (1) (11,021 ) — (11,021 ) — Other gains (losses), net (2) 873 (1,924 ) (3,400 ) (2,312 ) EBITDA 98,462 98,881 235,552 241,635 Interest expense (20,988 ) (24,500 ) (66,021 ) (97,300 ) Income tax provision (15,406 ) (16,162 ) (17,366 ) (21,860 ) Recognition of net deferred tax liabilities upon C-corporation conversion — — — (321,054 ) Depreciation and amortization (44,985 ) (45,352 ) (133,335 ) (130,711 ) Noncontrolling interests (25 ) (50 ) (293 ) (3,814 ) Net income (loss) attributable to La Quinta Holdings’ stockholders $ 17,058 $ 12,817 $ 18,537 $ (333,104 ) (1) Includes cash and non-cash charges relating to the departure of the Company’s former President and Chief Executive Officer. (2) Other gains (losses), net primarily consist of net income (loss) attributable to the BMF (which, over time, runs at a break-even level, but may reflect a profit or loss from period to period), secondary offering costs, IRS legal defense costs and litigation reserve adjustments. The following table presents assets for our reportable segments, reconciled to consolidated amounts as of September 30, 2015 and December 31, 2014: September 30, 2015 December 31, 2014 (in thousands) Total Assets Owned hotels $ 2,755,240 $ 2,928,180 Franchise and management 194,965 191,410 Total segments assets 2,950,205 3,119,590 Corporate and other 184,719 146,117 Total $ 3,134,924 $ 3,265,707 The following table presents capital expenditures for our reportable segments, reconciled to our consolidated amounts for the nine month periods ended September 30, 2015 and 2014: For the nine months ended September 30, 2015 2014 Capital Expenditures Owned hotels $ 59,480 $ 52,019 Franchise and management — — Total segment capital expenditures 59,480 52,019 Corporate and other 14,903 13,813 Total $ 74,383 $ 65,832 ************ |