Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 27, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Hilton Grand Vacations Inc. | |
Entity Central Index Key | 1,674,168 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 96,821,553 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
ASSETS | ||
Cash and cash equivalents | $ 85 | $ 246 |
Restricted cash | 69 | 51 |
Accounts receivable, net of allowance for doubtful accounts of $6 and $9 | 117 | 112 |
Timeshare financing receivables, net | 1,074 | 1,071 |
Inventory | 564 | 509 |
Property and equipment, net | 235 | 238 |
Investment in unconsolidated affiliates | 37 | 41 |
Intangible assets, net | 73 | 72 |
Other assets | 111 | 44 |
TOTAL ASSETS (variable interest entities - $432 and $471) | 2,365 | 2,384 |
Liabilities: | ||
Accounts payable, accrued expenses and other | 296 | 339 |
Advanced deposits | 92 | 104 |
Debt, net | 479 | 482 |
Non-recourse debt, net | 544 | 583 |
Deferred revenues | 326 | 109 |
Deferred income tax liabilities | 228 | 249 |
Total liabilities (variable interest entities - $416 and $455) | 1,965 | 1,866 |
Commitments and contingencies - see Note 18 | ||
Equity: | ||
Preferred stock, $0.01 par value; 300,000,000 authorized shares, none issued or outstanding as of March 31, 2018 and December 31, 2017 | 0 | 0 |
Common stock, $0.01 par value; 3,000,000,000 authorized shares, 96,821,553 issued and outstanding as of March 31, 2018 and 99,136,304 issued and outstanding as of December 31, 2017 | 1 | 1 |
Additional paid-in capital | 161 | 162 |
Accumulated retained earnings | 238 | 355 |
Total equity | 400 | 518 |
TOTAL LIABILITIES AND EQUITY | $ 2,365 | $ 2,384 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 6 | $ 9 |
Assets, variable interest entity | 432 | 471 |
Liabilities, variable interest entity | $ 416 | $ 455 |
Preferred Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, shares authorized | 300,000,000 | 300,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, shares authorized (in shares) | 3,000,000,000 | 3,000,000,000 |
Common Stock, shares issued (in shares) | 96,821,553 | 99,136,304 |
Common Stock, shares outstanding (in shares) | 96,821,553 | 99,136,304 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (UNAUDITED) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
Revenues | |||
Sales of VOIs, net | $ 78,000,000 | $ 118,000,000 | |
Sales, marketing, brand and other fees | 125,000,000 | 130,000,000 | |
Financing | 38,000,000 | 35,000,000 | |
Resort and club management | 39,000,000 | 36,000,000 | |
Rental and ancillary services | 51,000,000 | 46,000,000 | |
Cost reimbursements | 36,000,000 | 34,000,000 | |
Total revenues | 367,000,000 | 399,000,000 | |
Expenses | |||
Cost of VOI sales | 19,000,000 | 33,000,000 | |
Sales and marketing | 161,000,000 | 152,000,000 | |
Financing | 11,000,000 | 10,000,000 | |
Resort and club management | 11,000,000 | 10,000,000 | |
Rental and ancillary services | 28,000,000 | 27,000,000 | |
General and administrative | 23,000,000 | 23,000,000 | |
Depreciation and amortization | 8,000,000 | 7,000,000 | |
License fee expense | 23,000,000 | 20,000,000 | |
Cost reimbursements | 36,000,000 | 34,000,000 | |
Total operating expenses | 320,000,000 | 316,000,000 | |
Interest expense | (7,000,000) | (7,000,000) | |
Equity in earnings from unconsolidated affiliates | 1,000,000 | 0 | |
Other loss, net | (1,000,000) | 0 | |
Income before income taxes | 40,000,000 | 76,000,000 | |
Income tax expense | (10,000,000) | (26,000,000) | |
Net income | [1] | $ 30,170,029 | $ 50,212,615 |
Earnings per share: | |||
Basic | $ 0.31 | $ 0.51 | |
Diluted | $ 0.30 | $ 0.51 | |
[1] | Net income for the three months ended March 31, 2018 and 2017 was $30,170,029 and $50,212,615, respectively. |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (UNAUDITED) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
Operating Activities | |||
Net income | [1] | $ 30,170,029 | $ 50,212,615 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 8,000,000 | 7,000,000 | |
Amortization of deferred financing costs and other | 1,000,000 | 1,000,000 | |
Provision for loan losses | 12,000,000 | 11,000,000 | |
Share-based compensation | 3,000,000 | 3,000,000 | |
Deferred income (benefit) taxes | (8,000,000) | 6,000,000 | |
Other loss, net | 1,000,000 | 0 | |
Equity in earnings from unconsolidated affiliates | (1,000,000) | 0 | |
Distributions received from unconsolidated affiliates | 1,000,000 | 0 | |
Net changes in assets and liabilities: | |||
Accounts receivable, net | (5,000,000) | 8,000,000 | |
Timeshare financing receivables, net | (15,000,000) | (4,000,000) | |
Inventory | (19,000,000) | 6,000,000 | |
Other assets | (51,000,000) | (29,000,000) | |
Accounts payable, accrued expenses and other | (42,000,000) | 36,000,000 | |
Advanced deposits | 5,000,000 | 4,000,000 | |
Deferred revenues | 105,000,000 | 36,000,000 | |
Net cash provided by operating activities | 25,000,000 | 135,000,000 | |
Investing Activities | |||
Capital expenditures for property and equipment | (14,000,000) | (8,000,000) | |
Software capitalization costs | (4,000,000) | (2,000,000) | |
Return of investment from unconsolidated affiliates | 9,000,000 | 0 | |
Investment in unconsolidated affiliates | (5,000,000) | 0 | |
Net cash used in investing activities | (14,000,000) | (10,000,000) | |
Financing Activities | |||
Issuance of non-recourse debt | 0 | 350,000,000 | |
Repurchase and retirement of common stock | (112,000,000) | 0 | |
Repayment of non-recourse debt | (39,000,000) | (344,000,000) | |
Repayment of debt | (3,000,000) | (3,000,000) | |
Debt issuance costs | (2,000,000) | (5,000,000) | |
Payment of withholding taxes on vesting of restricted stock units | (1,000,000) | 0 | |
Capital contribution | 3,000,000 | 0 | |
Net cash used in financing activities | (154,000,000) | (2,000,000) | |
Net (decrease) increase in cash, cash equivalents and restricted cash | (143,000,000) | 123,000,000 | |
Cash, cash equivalents and restricted cash, beginning of period | 297,000,000 | 151,000,000 | |
Cash, cash equivalents and restricted cash, end of period | 154,000,000 | 274,000,000 | |
Supplemental disclosure of non-cash operating activities: | |||
Cumulative effect of adoption of new accounting standards | $ 38,000,000 | $ 0 | |
[1] | Net income for the three months ended March 31, 2018 and 2017 was $30,170,029 and $50,212,615, respectively. |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Stockholders' Equity (UNAUDITED) - 3 months ended Mar. 31, 2018 - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Retained Earnings | |
Beginning balance, value at Dec. 31, 2017 | $ 518,000,000 | $ 1,000,000 | $ 162,000,000 | $ 355,000,000 | |
Beginning balance, shares at Dec. 31, 2017 | 99,136,304 | 99,000,000 | |||
Net income | $ 30,170,029 | [1] | $ 0 | 0 | 30,000,000 |
Activity related to share-based compensation | (1,000,000) | 0 | (1,000,000) | 0 | |
Repurchase and retirement of common stock, value | (112,000,000) | $ 0 | (3,000,000) | (109,000,000) | |
Repurchase and retirement of common stock, shares | (2,000,000) | ||||
Revenue recognition cumulative-effect adjustment | (38,000,000) | $ 0 | 0 | (38,000,000) | |
Capital contribution | 3,000,000 | 0 | 3,000,000 | 0 | |
Ending balance, value at Mar. 31, 2018 | $ 400,000,000 | $ 1,000,000 | $ 161,000,000 | $ 238,000,000 | |
Ending balance, shares at Mar. 31, 2018 | 96,821,553 | 97,000,000 | |||
[1] | Net income for the three months ended March 31, 2018 and 2017 was $30,170,029 and $50,212,615, respectively. |
Organization
Organization | 3 Months Ended |
Mar. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | Note 1: Organization Our Business Hilton Grand Vacations Inc. (“Hilton Grand Vacations,” “we,” “us,” “our,” “HGV” or the “Company”) is a global timeshare company engaged in developing, marketing, selling and managing timeshare resorts primarily under the Hilton Grand Vacations brand. Our operations primarily consist of: selling vacation ownership intervals (“VOIs”) for us and third parties; operating resorts; financing and servicing loans provided to consumers for their timeshare purchases; and managing our points-based Hilton Grand Vacations Club exchange program (the “Club”). As of March 31, 2018, we had 48 timeshare properties, comprised of 8,102 units, located in the United States (“U.S.”) and Europe. Our Spin-off from Hilton Worldwide Holdings Inc. On January 3, 2017, the previously announced spin-off of Hilton Grand Vacations from Hilton Worldwide Holdings Inc. (“Hilton”) was completed. As a result of the spin-off, we became an independent public company, and our common stock is listed on the New York Stock Exchange under the symbol “HGV.” Following the spin-off, Hilton did not retain any ownership interest in our company. In connection with the completion of the spin-off, we entered into agreements with Hilton (who at the time was a related party) and other third parties, including licenses to use the Hilton brand. The unaudited condensed consolidated financial statements reflect the effect of these agreements. For the three months ended March 31, 2018 and 2017, we incurred $59 million and $58 million, respectively, in costs relating to the agreements entered with Hilton. See Key Agreements Related to the Spin-Off Part I - Item 1. Business |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2: Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The unaudited condensed consolidated financial statements presented herein include 100 percent of our assets, liabilities, revenues, expenses and cash flows as well as all entities in which we have a controlling financial interest. In our opinion, the accompanying unaudited condensed financial statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation of the interim periods. All material intercompany transactions and balances have been eliminated in consolidation. The unaudited condensed consolidated financial statements reflect our financial position, results of operations and cash flows as prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). Certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Although we believe the disclosures made are adequate to prevent information presented from being misleading, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of and for the year ended December 31, 2017, included in our Annual Report on Form 10-K filed with the SEC on March 1, 2018. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and, accordingly, ultimate results could differ from those estimates. Interim results are not necessarily indicative of full year performance. On January 1, 2018, we adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (commonly referred to as Accounting Standards Codification (“ASC”) Topic 606 (“ASC 606”). We adopted ASC 606 using the modified retrospective method in which the cumulative effect of applying the new standard has been recognized at the date of initial application with an adjustment to our opening balance of retained earnings. This approach applies to all contracts as of January 1, 2018. The new standard, as amended, replaces all current U.S. GAAP guidance on this topic and eliminates all industry-specific guidance. The reported results as of and for the three months ended March 31, 2018 reflects the application of ASC 606 while the reported financial position as of December 31, 2017 and results for the three months ended March 31, 2017 were prepared under the guidance of ASC 605, Revenue Recognition Real Estate – Time-Sharing Activities, Revenue Recognition Summary of Significant Accounting Policies Revenue Recognition In accordance with ASC 606, revenue is recognized upon the transfer of control of promised goods or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. To achieve the core principle of the new guidance, we take the following steps: (i) identify the contract with the customer; (ii) determine whether the promised goods or services are separate performance obligations in the contract; (iii) determine the transaction price, including considering the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract based on the standalone selling price or estimated standalone selling price of the good or service; and (v) recognize revenue when (or as) we satisfy each performance obligation. Contracts with Multiple Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606. For arrangements that contain multiple goods or services, we determine whether such goods or services are distinct performance obligations that should be accounted for separately in the arrangement. When allocating the transaction price in the arrangement, we may not have observable standalone sales for all the performance obligations in these contracts; therefore, we exercise significant judgement when determining the standalone selling price of certain performance obligations. In order to estimate the standalone selling prices, we primarily rely on the expected cost plus margin and adjusted market assessment approaches. We then recognize the revenue allocated to each performance obligation as the related performance obligation is satisfied as discussed below. • Sales of VOIs, net — Customers who purchase vacation ownership products, whether paid in cash or financed, enter into multiple contracts, which we combine and account for as a single contract. Revenue from VOI sales is recognized at the point in time when control of the VOI is transferred to the customer which is when the customer has executed a binding sales contract, collectability is reasonably assured, the purchaser’s period to cancel for a refund has expired and the customer has the right to use the VOI. Revenue from sales of VOIs under construction is deferred until the point in time when construction activities are deemed to be completed, occupancy of the development is permissible, and the above criteria has been met. For financed sales, we estimate the variable consideration to be received under such contracts and recognize revenue net of amounts deemed uncollectible as the VOI is returned to inventory upon customer default. Variable consideration which has not been included within the transaction price is presented as a reserve on the financing receivable. See Note: 5 for more information regarding our estimate of variable consideration. We award Club Bonus Points (“Bonus Points”) to our customers as an incentive for purchasing a VOI. These Bonus Points are valid for a maximum of two years and may be redeemed for reservations at Club resorts, hotel reservations within Hilton’s system, and VOI exchanges with other third-party vacation ownership exchanges. At the time of the VOI sale, we estimate the fair value of the incentives to be redeemed, including an adjustment for breakage, to determine the standalone selling price of the FDI. We defer a portion of the total transaction price for the combined VOI contract as a liability for the FDI and recognize the corresponding revenue at the point in time when the customer receives the benefits of the FDI, which is upon the customer’s redemption of the Bonus Points. At that time, we also determine whether we are principal or agent for the redeemed good or service and recognize revenue on a gross or net basis accordingly. • Sales, marketing, brand and other fees — We enter into contracts with third-party developers to sell VOIs on their behalf through fee-for-service agreements for which we earn sales commissions and other fees. These commissions are variable as they are based on the sales and marketing results, which are subject to the constraint and resolved on a monthly basis over the contract term. We estimate such commissions to the extent that it is probable that a significant reversal of such revenue will not occur and recognize the commissions as the developer receives and consumes the benefits of the services. Any changes in these estimates would affect revenue and earnings in the period such variances are realized. Additionally, we enter into contracts to sell prepaid vacation packages. Our obligation in such contracts is satisfied when customers stay at our property; therefore, we recognize revenue for these packages when they are redeemed. On a portfolio basis, we exercise judgement to estimate the amount of expected breakage related to unused prepaid vacation packages and recognize such breakage in proportion to the pattern of packages utilized by our portfolio of customers. • Financing — We offer financing as an option to qualifying customers purchasing our VOI. Revenue from the financing of timeshare sales is recognized on the accrual method as earned based on the outstanding principal, interest rate and terms stated in each individual financing agreement. We also recognize revenue from servicing the loans provided by third-party developers to purchasers of their VOIs over the period services are rendered. The adoption of ASC 606 had no impact to the current financing revenue recognition method. • Resort and club management — As part of our VOI sales, our customers enter into a Club arrangement which gives the customer an annual allotment of Club points that allow the customer to exchange the Club points for a number of vacation options. We manage the Club, receiving Club activation fees, annual dues and transaction fees from member exchanges. Club activation fees and the member's first year of annual dues are paid at the time of the VOI sale. The Club activation fee relates to activities we are required to undertake at or near contract inception to fulfill the contract, and does not result in the transfer of a promised good or service. Since our customers are granted the opportunity to renew their membership on an annual basis for no additional activation fee, we defer and amortize the activation fee on a straight-line basis over the seven year average inventory holding period. Annual dues for membership renewals are billed each year, and we recognize revenue from these annual dues over the period services are rendered. A member may elect to enter into an optional exchange transaction with their allotted Club points at which point the member pays their required transaction fee. This option does not represent a material right as the transactions are priced at their standalone selling price. Revenue related to the transaction is recognized when the services are rendered. As part of our resort operations, we contract with homeowner’s associations (“HOAs”) to provide day-to-day-management services, including housekeeping services, operation of a reservation system, maintenance, and certain accounting and administrative services. We receive compensation for such management services, which is generally based on a percentage of costs to operate the resorts, on a monthly basis. These fees represent a form of variable consideration and are estimated and recognized over time as the HOAs receive and consume the benefits of the management services. Management fees received related to the portion of unsold VOIs at each resort which we own are recognized on a net basis given we retain these VOIs in our inventory. • Rental and ancillary services — Our rental and ancillary services consist primarily of rental revenues on unoccupied vacation ownership units and ancillary revenues. Rental revenue is recognized when occupancy has occurred. Advance deposits on the rental unit and the corresponding revenue is deferred and recognized upon the customer’s vacation stay. Ancillary revenues consist of food and beverage, retail, spa offerings and other guest services. We recognize ancillary revenue when goods have been provided and/or services have been rendered. We account for rental operations of unsold VOIs, including accommodations provided through the use of our vacation sampler programs, as incidental operations. Incremental carrying costs in excess of incremental revenues are recognized in the period incurred. In all periods presented, incremental carrying costs exceeded incremental revenues and all revenues and expenses are recognized in the period earned or incurred. • Cost reimbursements — As part of our management agreements with HOAs, we receive cost reimbursements for performing the day to day management services, including direct and indirect costs that HOAs and developers reimburse to us. These costs primarily consist of payroll and payroll related costs for management of the HOAs and other services we provide where we are the employer. Cost reimbursements are based upon actual expenses with no added margin, and are billed to the HOA on a monthly basis. We recognize cost reimbursements when we incur the related reimbursable costs as the HOA receives and consumes the benefits of the management services. We capitalize all incremental costs incurred to obtain a contract when such costs would not have been incurred if the contract had not been obtained. We elect to expense costs incurred to obtain a contract when the amortization period would be one year or less. Commissions for VOI sales for resorts under construction are expensed when the associated VOI revenue is recognized which is upon completion of the resort. These commissions can be found in Sales and marketing expense As of March 31, 2018, the ending asset balance for cost to obtain a contract was $29 million. For the three months ended March 31, 2018, the related amortization expense was $9 million and there were no associated impairment losses. Recently Issued Accounting Pronouncements Other Than ASC 606 Adopted Accounting Standards In August 2016, the Financial Accounting Standards Board ("FASB") issued Account Standards Update (“ASU”) 2016-15, Classification of Certain Cash Receipts and Cash Payments, which in part requires entities to assess whether distributions of cash from unconsolidated entities represent a return on the investment or a return of the investment, to appropriately classify the distributions in the statement of cash flows. We have made an accounting policy election to use the cumulative earnings approach to determine whether the distributions are returns on the investment and accordingly classified as operating cash flows. Under the cumulative earnings approach, distributions up to the amount of cumulative equity in earnings recognized will be treated as returns on investment and those in excess of that amount will be treated as returns of investment. The adoption of ASU 2016-15 had no impact to any prior periods and did not require any retrospective adjustments. Accounting Standards Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02 (“ASU 2016-02”), Leases (Topic 842) Leases (Topic 840). Leases (Topic 842): Land Easement Practical Expedient for Transition |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Mar. 31, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Revenue from Contracts with Customers | Note 3: Revenue from Contracts with Customers Financial Statement Impact of Adopting ASC 606 The cumulative effect of applying the new guidance to all contracts with customers as of January 1, 2018 was recorded as an adjustment to retained earnings as of the adoption date. The following cumulative adjustments were made to the condensed consolidated balance sheet as of January 1, 2018: • Sales of VOIs, net — Under the previous accounting guidance, we recognized revenue for sales of VOIs under construction in accordance with the percentage of completion method. Under ASC 606, the timing of revenue recognition for under construction and all related direct costs have been deferred until construction is complete. • Sales, marketing, brand and other fees — Under the previous accounting guidance, we recognized breakage revenue from prepaid vacation packages when the likelihood of redemption was remote post expiration. Under ASC 606, using a portfolio approach, we have recognized the expected breakage revenue on packages not expected to be redeemed as proportionately when our other customers redeem their packages. The table below shows the adjustments that were made to the condensed consolidated balance sheet as of January 1, 2018: December 31, 2017 Adjustments January 1, 2018 ($ in millions) ASSETS Cash and cash equivalents $ 246 $ — $ 246 Restricted cash 51 — 51 Accounts receivable, net of allowance for doubtful accounts 112 — 112 Timeshare financing receivables, net 1,071 — 1,071 Inventory 509 30 539 Property and equipment, net 238 — 238 Investment in unconsolidated affiliate 41 — 41 Intangible assets, net 72 — 72 Other assets 44 16 60 TOTAL ASSETS $ 2,384 $ 46 $ 2,430 LIABILITIES AND EQUITY Liabilities: Accounts payable, accrued expenses and other $ 339 $ 2 $ 341 Advanced deposits 104 (17 ) 87 Debt, net 482 — 482 Non-recourse debt, net 583 — 583 Deferred revenues 109 112 221 Deferred income tax liabilities 249 (13 ) 236 Total liabilities 1,866 84 1,950 Commitments and contingencies Equity: Preferred stock, $0.01 par value; 300,000,000 authorized shares, none issued or outstanding as of December 31, 2017 — — — Common stock, $0.01 par value; 3,000,000,000 authorized shares, 99,136,304 issued and outstanding as of December 31, 2017 1 — 1 Additional paid-in capital 162 — 162 Accumulated retained earnings 355 (38 ) 317 Total equity 518 (38 ) 480 TOTAL LIABILITIES AND EQUITY $ 2,384 $ 46 $ 2,430 Disaggregation of Revenue The following tables show our disaggregated revenues by segment from contracts with customers. We operate our business in the following two segments: (i) Real estate sales and financing Resort operations and club management Business Segments Three Months Ended March 31, 2018 ($ in millions) Real Estate and Financing Segment Sales of VOIs, net $ 78 Sales, marketing, brand and other fees 125 Interest income 34 Other financing revenue 4 Real estate and financing segment revenues $ 241 Three Months Ended March 31, 2018 ($ in millions) Resort Operation and Club Management Segment Club management $ 23 Resort management 16 Rental (1) 53 Ancillary services 6 Resort operation and club management segment revenues $ 98 ______________________ (1) Includes intersegment eliminations. Contract Balances The following table provides information on our accounts receivable from contracts with customers: ($ in millions) January 1, 2018 March 31, 2018 Receivables, which are included in Accounts receivable, net (1) $ 97 $ 103 ______________________ (1) Does not include financing receivables from sales of VOI. See Note 5: Timeshare Financing Receivables The following table presents changes in our contract liabilities for the three months ended March 31, 2018. ($ in millions) January 1, 2018 Additions Subtractions March 31, 2018 Contract liabilities: Advanced deposits $ 87 $ 42 $ (37 ) $ 92 Deferred revenue (1) 197 126 (20 ) 303 Club Bonus Point incentive liability (2) 52 12 (12 ) 52 (1) (2) Amounts related to the Club Bonus Point incentive liability are included in Accounts payable, accrued expenses and other Revenue earned during the three months ended March 31, 2018 that was included in the contract liabilities balance at the beginning of the period was approximately $35 million. Accounts receivable for the three months ended March 31, 2018 include amounts associated with our contractual right to consideration for completed performance obligations and are realized when the related cash is received. Accounts receivable are recorded when the right to consideration becomes unconditional and is only contingent on the passage of time. For the three months ended March 31, 2018, there were no associated impairment losses. Refer to Note 5: Timeshare Financing Receivables Contract liabilities include payments received or due in advance of satisfying our performance obligations, offset by revenues recognized from amounts that were included in the contract liabilities balance as of January 1, 2018. Such contract liabilities include advance deposits received on prepaid vacation packages for future stays at our resorts, deferred revenues and the liability for Club Bonus Points awarded to our customers for purchase of VOIs at our properties or properties under our fee-for-service arrangements that may be redeemed in the future. Transaction Price Allocated to Remaining Performance Obligations Transaction price allocated to remaining performance obligations represents contract revenue that has not yet been recognized. Our contracts with remaining performance obligations primarily include (i) sales of VOIs under construction, (ii) Club activation fees paid at closing of a VOI purchase, (iii) customers’ advanced deposits on prepaid vacation packages and (iv) Club Bonus Points that may be redeemed in the future. The following table includes revenue and costs expected to be recognized in the future related to sales of VOIs under construction as of March 31, 2018: Expected Revenue Recognition Period ($ in millions) Remaining Performance Obligation Q2 2018 Q3 2018 Q4 2018 Deferred revenues $ 199 $ 145 $ — $ 54 Deferred expenses 83 59 — 24 The following table includes the remaining transaction price related to Advanced deposits, Club activation fees and Club Bonus Points as of March 31, 2018: ($ in millions) Remaining Transaction Price Recognition Period Recognition Method Advanced deposits $ 92 18 months Upon customer stays Club activation fees 56 7 years Straight-line basis over average inventory holding period Club Bonus Points 52 24 months Upon redemption ASC 606 provides certain practical expedients that facilitate the disclosure around performance obligations. We have elected the following practical expedients options: • to not disclose the variable consideration allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation for which revenue recognition criteria have been met; and • to not disclose the transaction price allocated to remaining performance obligations that are part of a contract that has an original expected duration of one year or less. Our performance obligations under the management service arrangements and fee-for-service arrangements are satisfied over time and the related fees represent variable consideration that meets the first practical expedient option. Fees for management services are variable consideration as these fees are based off of costs to operate the resorts in a given annual period, which is resolved on a monthly basis over the contract term. Impact of New Revenue Guidance on Financial Statement Line Items The following table compares the reported condensed consolidated balance sheet, statement of operations, and cash flows, as of and for the three months ended March 31, 2018, to the previous accounting guidance: March 31, 2018 As Reported Effects of ASC 606 Previous Accounting Guidance (in millions) ASSETS Cash and cash equivalents $ 85 $ — $ 85 Restricted cash 69 — 69 Accounts receivable, net of allowance for doubtful accounts 117 — 117 Timeshare financing receivables, net 1,074 — 1,074 Inventory 564 (48 ) 516 Property and equipment, net 235 — 235 Investment in unconsolidated affiliates 37 — 37 Intangible assets, net 73 — 73 Other assets 111 (23 ) 88 TOTAL ASSETS $ 2,365 $ (71 ) $ 2,294 LIABILITIES AND EQUITY Liabilities: Accounts payable, accrued expenses and other $ 296 $ 7 $ 303 Advanced deposits 92 17 109 Debt, net 479 — 479 Non-recourse debt, net 544 — 544 Deferred revenues 326 (170 ) 156 Deferred income tax liabilities 228 13 241 Total liabilities 1,965 (133 ) 1,832 Commitments and contingencies Equity: Preferred stock, $0.01 par value; 300,000,000 authorized shares, none issued or outstanding as of March 31, 2018 — — — Common stock, $0.01 par value; 3,000,000,000 authorized shares, 96,821,553 issued and outstanding as of March 31, 2018 1 — 1 Additional paid-in capital 161 — 161 Accumulated retained earnings 238 62 300 Total equity 400 62 462 TOTAL LIABILITIES AND EQUITY $ 2,365 $ (71 ) $ 2,294 Total reported assets and liabilities were $71 million and $133 million, respectively, greater than the balance if the previous accounting guidance were in effect as of March 31, 2018. This was primarily due to the deferral of all direct costs and revenue recognition for Sales of VOIs until construction is complete. In addition, total reported liabilities were partially offset by releasing the advanced deposits liability to recognize expected breakage revenue on prepaid vacation packages proportionally as our customers redeem their packages. Three Months Ended March 31, 2018 ($ in millions) As Reported Effects of ASC 606 Previous Accounting Guidance Revenues Sales of VOIs, net $ 78 $ 59 $ 137 Sales, marketing, brand and other fees 125 4 129 Financing 38 — 38 Resort and club management 39 — 39 Rental and ancillary services 51 — 51 Cost reimbursements 36 — 36 Total revenues 367 63 430 Expenses Cost of VOI sales 19 18 37 Sales and marketing 161 12 173 Financing 11 — 11 Resort and club management 11 — 11 Rental and ancillary services 28 — 28 General and administrative 23 — 23 Depreciation and amortization 8 — 8 License fee expense 23 — 23 Cost reimbursements 36 — 36 Total operating expenses 320 30 350 Interest expense (7 ) — (7 ) Equity in earnings from unconsolidated affiliates 1 — 1 Other loss, net (1 ) — (1 ) Income before income taxes 40 33 73 Income tax expense (10 ) (9 ) (19 ) Net income $ 30 $ 24 $ 54 Earnings per share: Basic $ 0.31 $ 0.24 $ 0.55 Diluted $ 0.30 $ 0.24 $ 0.54 The following summarizes the significant changes on the Company’s condensed consolidated statement of operations for the three months ended March 31, 2018 as a result of the adoption of ASC 606 on January 1, 2018 compared to if the Company had continued to recognize revenues under the previous accounting guidance: • Under ASC 606, the timing of revenue recognition for Sales of VOIs under construction and all related direct costs have been deferred until construction is complete. Under the previous accounting guidance, we recognized revenue for sales of VOIs under construction in accordance with the percentage of completion method. This resulted in a lower Sales of VOIs, Cost of VOI sales Total operating expenses • Under ASC 606, using a portfolio approach, we have recognized the expected breakage revenue on packages not expected to be redeemed as Sales, marketing, brand and other fees ; and • Under ASC 606, certain sales incentives where we are acting as the agent are recognized on a net basis, therefore, resulted in a lower Sales, marketing, brand and other fees Total operating expenses Sales, marketing, brand and other fees Total operating expenses The adoption of ASC 606 had no impact on our total cash flows provided by operating activities or used by investing and financing activities. ASC 606 resulted in offsetting shifts in cash flows throughout net income and various changes in working capital balances. Three Months Ended March 31, 2018 As Reported Previous Accounting Guidance ($ in millions) Net income $ 30 $ 54 Adjustments to reconcile net income to net cash provided by operating activities 17 17 Changes in operating assets and liabilities Accounts receivable, net (5 ) (5 ) Timeshare financing receivables, net (15 ) (15 ) Inventory (19 ) (1 ) Other assets (51 ) (44 ) Accounts payable, accrued expenses and other (42 ) (32 ) Advanced deposits 5 5 Deferred revenues 105 46 Net cash provided by operating activities $ 25 $ 25 |
Restricted Cash
Restricted Cash | 3 Months Ended |
Mar. 31, 2018 | |
Cash And Cash Equivalents [Abstract] | |
Restricted Cash | Note 4: Restricted Cash Restricted cash was as follows: March 31, December 31, ($ in millions) 2018 2017 Escrow deposits on VOI sales $ 44 $ 29 Reserves related to non-recourse debt (1) 25 22 $ 69 $ 51 (1) See Note 11: Debt & Non-recourse Debt |
Timeshare Financing Receivables
Timeshare Financing Receivables | 3 Months Ended |
Mar. 31, 2018 | |
Receivables [Abstract] | |
Timeshare Financing Receivables | Note 5: Timeshare Financing Receivables Timeshare financing receivables were as follows: March 31, 2018 ($ in millions) Securitized and Pledged Unsecuritized Total Timeshare financing receivables $ 429 $ 789 $ 1,218 Less: allowance for loan loss (22 ) (122 ) (144 ) $ 407 $ 667 $ 1,074 December 31, 2017 ($ in millions) Securitized and Pledged Unsecuritized Total Timeshare financing receivables $ 471 $ 741 $ 1,212 Less: allowance for loan loss (27 ) (114 ) (141 ) $ 444 $ 627 $ 1,071 The interest rate charged on the notes correlates to the risk profile of the borrower at the time of purchase and the percentage of the purchase that is financed, among other factors. As of March 31, 2018, our timeshare financing receivables had interest rates ranging from 5.3 percent to 20.5 percent, a weighted average interest rate of 12.2 percent, a weighted average remaining term of 7.7 years and maturities through 2029. We pledge a portion of our timeshare financing receivables as collateral to secure a non-recourse revolving timeshare receivable credit facility (“Timeshare Facility”) with a borrowing capacity of $450 million. As of March 31, 2018 and December 31, 2017, we had $252 million and $143 million, respectively, of gross timeshare financing receivables securing the Timeshare Facility. We recognize interest income on our timeshare financing receivables as earned. We record an estimate of uncollectibility as a reduction of revenue from VOI sales at the time revenue is recognized on a VOI sale. Our timeshare financing receivables as of March 31, 2018 mature as follows: ($ in millions) Securitized and Pledged Unsecuritized Total Year 2018 (remaining) $ 53 $ 59 $ 112 2019 69 67 136 2020 67 72 139 2021 61 78 139 2022 54 84 138 Thereafter 125 429 554 429 789 1,218 Less: allowance for loan loss (22 ) (122 ) (144 ) $ 407 $ 667 $ 1,074 We evaluate this portfolio collectively for purposes of estimating variable consideration, since we hold a large group of homogeneous timeshare financing receivables which are individually immaterial. We monitor the credit quality of our receivables on an ongoing basis. There are no significant concentrations of credit risk with any individual counterparty or groups of counterparties. We use a technique referred to as static pool analysis as the basis for determining our allowance for loan loss on our timeshare financing receivables. For static pool analysis, we use certain key dimensions to stratify our portfolio, including FICO scores, equity percentage at the time of sale and certain other factors. 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 assumed default rates, 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. Our gross timeshare financing receivables balances by FICO score were as follows: March 31, December 31, ($ in millions) 2018 2017 FICO score 700+ $ 790 $ 770 600-699 228 225 <600 28 28 No score (1) 172 189 $ 1,218 $ 1,212 (1) Timeshare financing receivables without a FICO score are primarily related to foreign borrowers. We apply payments we receive for loans, including those in non-accrual status, to amounts due in the following order: servicing fees; interest; principal; and late charges. Once a loan is 91 days past due, we cease accruing interest and reverse the accrued interest recognized up to that point. We resume interest accrual for loans for which we had previously ceased accruing interest once the loan is less than 91 days past due. We fully reserve for a timeshare financing receivable in the month following the date that the loan is 121 days past due and, subsequently, we write off the uncollectible note against the reserve once the foreclosure process is complete and we receive the deed for the foreclosed unit. As of March 31, 2018 and December 31, 2017, we had ceased accruing interest on timeshare financing receivables with an aggregate principal balance of $57 million and $49 million, respectively. The following tables detail an aged analysis of our gross timeshare financing receivables balance: March 31, 2018 ($ in millions) Securitized and Pledged Unsecuritized Total Current $ 419 $ 724 $ 1,143 31 - 90 days past due 6 12 18 91 - 120 days past due 2 4 6 121 days and greater past due 2 49 51 $ 429 $ 789 $ 1,218 December 31, 2017 ($ in millions) Securitized and Pledged Unsecuritized Total Current $ 462 $ 685 $ 1,147 31 - 90 days past due 6 10 16 91 - 120 days past due 1 4 5 121 days and greater past due 2 42 44 $ 471 $ 741 $ 1,212 The changes in our allowance for loan loss were as follows: March 31, 2018 ($ in millions) Securitized and Pledged Unsecuritized Total Balance as of December 31, 2017 $ 27 $ 114 $ 141 Write-offs — (9 ) (9 ) Provision for loan loss (1) (5 ) 17 12 Balance as of March 31, 2018 $ 22 $ 122 $ 144 March 31, 2017 ($ in millions) Securitized and Pledged Unsecuritized Total Balance as of December 31, 2016 $ 9 $ 111 $ 120 Write-offs — (7 ) (7 ) Securitization 28 (28 ) — Provision for loan loss (1) — 11 11 Balance as of March 31, 2017 $ 37 $ 87 $ 124 (1) Includes activity related to the repurchase of defaulted and upgraded securitized timeshare financing receivables, net of incremental provision for loan loss. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 6: Inventory Inventory was as follows: March 31, December 31, ($ in millions) 2018 2017 Completed unsold VOIs $ 191 $ 191 Construction in process 115 60 Land, infrastructure and other 258 258 $ 564 $ 509 We benefited from $5 million in costs of sales true-ups relating to VOI products for the three months ended March 31, 2018, which resulted in a $5 million increase to the carrying value of inventory as of March 31, 2018. We benefited from $4 million in costs of sales true-ups relating to VOI products for the year ended December 31, 2017, which resulted in a $4 million increase to the carrying value of inventory as of December 31, 2017. Shown below are expenses incurred, recorded in Cost of VOI sales Three Months Ended March 31, ($ in millions) 2018 2017 Cost of VOI sales related to fee-for-service upgrades $ 6 $ 11 |
Consolidated Variable Interest
Consolidated Variable Interest Entities | 3 Months Ended |
Mar. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Consolidated Variable Interest Entities | Note 7: Consolidated Variable Interest Entities As of March 31, 2018 and December 31, 2017, we consolidated three Our condensed consolidated balance sheets included the assets and liabilities of these entities, which primarily consisted of the following: March 31, December 31, ($ in millions) 2018 2017 Restricted cash $ 18 $ 18 Timeshare financing receivables, net 407 445 Non-recourse debt (1) 415 454 (1) Net of deferred financing costs. During the three months ended March 31, 2018 and 2017, we did not provide any financial or other support to any VIEs that we were not previously contractually required to provide, nor do we intend to provide such support in the future. |
Investment in Unconsolidated Af
Investment in Unconsolidated Affiliates | 3 Months Ended |
Mar. 31, 2018 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Investment in Unconsolidated Affiliates | Note In March 2018, we entered into an agreement with SCG 1776, LLC, an affiliate of Strand Capital Group, LLC and formed 1776 Holding, LLC, a VIE. Because we are not the primary beneficiary, we do not consolidate 1776 Holding, LLC. Pursuant to the agreement, we contributed $5 million in cash for a 50 percent interest in 1776 Holding, LLC, which will construct an approximately 99-unit timeshare resort in Charleston, South Carolina. Our investment in 1776 Holdings, LLC is included in the condensed consolidated balance sheets as Investment in unconsolidated affiliates On January 17, 2018, we received a cash distribution of $10 million from our investment in BRE Ace LLC, also a VIE of which $9 million was considered a return of investment. As of March 31, 2018, we held investments in our two unconsolidated affiliates with an aggregated debt balances of $491 million and $488 million as of March 31, 2018 and December 31, 2017, respectively. The debt is secured by their assets and are without recourse to us. Our maximum exposure to loss as a result of our investment interests in the two unconsolidated affiliates is primarily limited to (i) the carrying amount of the investments which totals $37 million and $41 million as of March 31, 2018 and December 31, 2017, respectively and (ii) receivables for commission and other fees earned under a fee-for-service arrangement. See Note 16: Related Party Transactions for additional information. |
Other Assets
Other Assets | 3 Months Ended |
Mar. 31, 2018 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Other Assets | Note 9: Other Assets Other assets were as follows: March 31, December 31, ($ in millions) 2018 2017 Inventory deposits $ 16 $ — Deferred selling, marketing, general and administrative expenses 26 3 Prepaid expenses 46 18 Other 23 23 $ 111 $ 44 |
Deferred Revenues
Deferred Revenues | 3 Months Ended |
Mar. 31, 2018 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Revenues | Note 10: Deferred Revenues Deferred revenues were as follows: March 31, December 31, ($ in millions) 2018 2017 Deferred VOI sales $ 222 $ 45 Club activation fees 56 54 Club membership fees 40 — Other 8 10 $ 326 $ 109 |
Debt & Non-recourse Debt
Debt & Non-recourse Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt & Non-recourse Debt | Note 11: Debt & Non-recourse Debt Debt The following table details our outstanding debt balance and its associated interest rates: March 31, December 31, ($ in millions) 2018 2017 Debt (1) Senior secured credit facilities: Term loan with an average rate of 4.133%, due 2021 $ 187 $ 190 Senior notes with a rate of 6.125%, due 2024 300 300 487 490 Less: unamortized deferred financing costs and discount (2)(3) (8 ) (8 ) $ 479 $ 482 (1) For the three months ended March 31, 2018 and year ended December 31, 2017, weighted average interest rates were 5.359 percent and 5.229 percent, respectively. (2) Amount includes deferred financing costs of $1 million and $7 million as of March 31, 2018 and December 31, 2017, relating to our term loan and senior notes, respectively. (3) Amount does not include deferred financing costs of $1 million as of March 31, 2018 and $2 million as of December 31, 2017, relating to our revolving facility included in Other Assets As of March 31, 2018 and December 31, 2017, we had $1 million of outstanding letter of credit under the revolving credit facility. We were in compliance with all applicable financial covenants as of March 31, 2018. Non-recourse Debt The following table details our outstanding non-recourse debt balance and its associated interest rates: March 31, December 31, ($ in millions) 2018 2017 Non-recourse debt (1) Timeshare Facility with an average rate of 2.884%, due 2020 $ 129 $ 129 Securitized Debt with an average rate of 2.443%, due 2028 420 459 549 588 Less: unamortized deferred financing costs (2) (5 ) (5 ) $ 544 $ 583 (1) For the three months ended March 31, 2018 and year ended December 31, 2017, weighted average interest rates were 2.547 percent and 2.492 percent, respectively. (2) Amount relates to Securitized Debt only and does not include deferred financing costs of $4 million and $2 million as of March 31, 2018 and December 31, 2017, respectively, relating to our Timeshare Facility included in Other Assets The Timeshare Facility is a non-recourse obligation and is payable solely from the pool of timeshare financing receivables pledged as collateral and related assets. In March 2018, we extended the commitment termination date to March 2020. As a result of this extension, we incurred $2 million in debt issuance costs recorded in other assets. We are required to deposit payments received from customers on the timeshare financing receivables securing the Timeshare Facility and Securitized Debt into depository accounts maintained by third parties. On a monthly basis, the depository accounts are utilized to make required principal, interest and other payments due under the respective loan agreements. The balances in the depository accounts were $25 million and $22 million as of March 31, 2018 and December 31, 2017, respectively, and were included in Restricted cash Debt Maturities The contractual maturities of our debt and non-recourse debt as of March 31, 2018 were as follows: ($ in millions) Debt Non-recourse Debt Total Year 2018 (remaining) $ 7 $ 105 $ 112 2019 10 125 135 2020 10 217 227 2021 160 33 193 2022 — 25 25 Thereafter 300 44 344 $ 487 $ 549 $ 1,036 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 12: Fair Value Measurements The carrying amounts and estimated fair values of our financial assets and liabilities were as follows: March 31, 2018 Hierarchy Level ($ in millions) Carrying Amount Level 1 Level 3 Assets: Timeshare financing receivables, net (1) $ 1,074 $ — $ 1,299 Liabilities: Debt, net (2) 479 322 191 Non-recourse debt, net (2) 544 — 537 December 31, 2017 Hierarchy Level ($ in millions) Carrying Amount Level 1 Level 3 Assets: Timeshare financing receivables, net (1) $ 1,071 $ — $ 1,292 Liabilities: Debt, net (2) 482 329 194 Non-recourse debt, net (2) 583 — 577 (1) Carrying amount net of allowance for loan loss. (2) Carrying amount net of unamortized deferred financing costs and discount. Our estimates of the fair values were determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop the estimated fair values. The table above excludes cash and cash equivalents, restricted cash, accounts receivable, accounts payable, advance deposits and accrued liabilities, all of which had fair values approximating their carrying amounts due to the short maturities and liquidity of these instruments. The estimated fair values of our timeshare financing receivables were determined using a discounted cash flow model. Our model incorporates default rates, coupon rates, credit quality and loan terms respective to the portfolio based on current market assumptions for similar types of arrangements. The estimated fair values of our Level 1 debt was based on prices in active debt markets. The estimated fair value of our Level 3 debt and non-recourse debt were as follows: • Debt - based on indicative quotes obtained for similar issuances and projected future cash flows discounted at risk-adjusted rates. • Non-recourse debt - based on projected future cash flows discounted at risk-adjusted rates. We do not have any assets or liabilities measured at fair value on a recurring basis as of March 31, 2018. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13: Income Taxes At the end of each quarter, we estimate the effective tax rate expected to be applied for the full year. The effective income tax rate is determined by the level and composition of pre-tax income or loss, which is subject to federal, foreign, state and local income taxes. The effective income tax rate for the three months ended March 31, 2018 and 2017 was approximately 25 percent and 34 percent, respectively, which decreased primarily due to a decrease in the federal corporate income tax rate as a result of the Tax Cut and Jobs Act (the “Act”) that was passed on December 22, 2017. We are applying the guidance in SEC Staff Accounting Bulletin 118 (“SAB 118”) when accounting for the enactment-date effects of the Act. As of March 31, 2018, there has been no adjustment to the previously disclosed provisional amounts of the Act’s effects on the one-time repatriation tax and the existing deferred tax balances. Furthermore, we have not yet elected an accounting policy to account for the tax upon Global Intangible Low-Taxed Income (“GILTI”) in either of the following ways: 1) as a period charge in the future period the tax arises or 2) as part of deferred taxes related to the investment or subsidiary, given the complexities of the GILTI taxation. As of March 31, 2018, we did not have any GILTI tax net of applicable foreign tax credit. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | Note 14: Share-Based Compensation Stock Plan We issue time-vesting restricted stock units (“RSUs”), time and performance-vesting restricted stock units (“PSUs”) and nonqualified stock options (“options”) to certain employees and directors. We recognized share-based compensation expense of $3 million during each of the three months ended March 31, 2018 and 2017. As of March 31, 2018, unrecognized compensation costs for unvested awards were approximately $25 million, which is expected to be recognized over a weighted average period of 2.2 years. As of March 31, 2018, there were 7,130,779 shares of common stock available for future issuance. RSUs During the three months ended March 31, 2018, we issued 259,366 RSUs with a weighted average grant date fair value of $46.62, which generally vest in equal annual installments over three years from the date of grant. Options During the three months ended March 31, 2018 , The grant date fair value of these options was $14.82, which was determined using the Black-Scholes-Merton option-pricing model with the following assumptions: Expected volatility (1) 26.6 % Dividend yield (2) — % Risk-free rate (3) 2.7 % Expected term (in years) (4) 6.0 (1) Due to limited trading history for our common stock, we did not have sufficient information available on which to base a reasonable and supportable estimate of the expected volatility of our share price. As a result, we used an average historical volatility of our peer group over a time period consistent with its expected term assumption. Our peer group was determined based upon companies in our industry with similar business models and is consistent with those used to benchmark its executive compensation. (2) At the date of grant we had no plans to pay dividends during the expected term of these options. (3) Based on the yields of U.S. Department of Treasury instruments with similar expected lives on the date of grant. (4) Estimated using the average of the vesting periods and the contractual term of the options. As of March 31, 2018, we had 388,999 options outstanding that were exercisable. Performance Shares During the three months ended March 31, 2018, we issued 42,095 PSUs with a grant date fair value of $46.62. The PSUs are settled at the end of a three-year performance period, with 70 percent of the PSUs subject to achievement based on the Company’s adjusted earnings before interest expense, taxes and depreciation and amortization. This metric is further adjusted by sales of VOIs under construction. The remaining 30 percent of the PSUs are subject to the achievement of certain VOI sales targets. We determined that the performance conditions for these awards are probable of achievement and, as of March 31, 2018, we recognized compensation expense based on the number of PSUs we expect to vest. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 15: Earnings Per Share The following table presents the calculation of our basic and diluted earnings per share (“EPS”). The weighted average shares outstanding used to compute basic EPS and diluted EPS for the three months ended March 31, 2018 is 98,620,957 and 99,487,013, respectively and three months ended March 31, 2017 was 98,798,007 and 99,339,928, respectively. Three Months Ended March 31, ($ and shares outstanding in millions, except per share amounts) 2018 2017 Basic EPS: Numerator: Net Income (1) $ 30 $ 50 Denominator: Weighted average shares outstanding 99 99 Basic EPS $ 0.31 $ 0.51 Diluted EPS: Numerator: Net Income (1) $ 30 $ 50 Denominator: Weighted average shares outstanding 99 99 Diluted EPS $ 0.30 $ 0.51 (1) Net income for the three months ended March 31, 2018 and 2017 was $30,170,029 and $50,212,615, respectively. The dilutive effect of outstanding share-based compensation awards is reflected in diluted earnings per common share by application of the treasury stock method using average market prices during the period. For the three months ended March 31, 2018, we excluded |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 16: Related Party Transactions HNA Tourism Group Co., Ltd. On March 13, 2018, we and HNA Tourism Group Co., Ltd. (“HNA”) and HNA HLT Holdco I LLC (the “Selling Stockholder”), an affiliate of HNA, entered into a Master Amendment and Option Agreement (the “Master Amendment and Option Agreement”) to make certain amendments to the Stockholders Agreement, dated October 24, 2016, between us and HNA (the “Stockholders Agreement”) and the Registration Rights Agreement, dated October 24, 2016, between us and HNA (the “Registration Rights Agreement”), among other things, (i) to permit the sale of up to all 24,750,000 shares of our common stock owned by the Selling Stockholder prior to the expiration of the two-year restricted period originally contained in the Stockholders Agreement, (ii) grant us a right to repurchase up to 4,340,000 shares of our common stock held by the Selling Stockholder, (iii) provide that HNA has customary “demand” registration rights effective March 13, 2018, (iv) require HNA to pay all expenses incurred under the Registration Rights Agreement for registrations or offerings occurring prior to a certain date and (v) eliminate HNA’s right to designate a certain number of directors to our board of directors. We exercised the repurchase option from the Selling Stockholder with respect to 2,500,000 shares at a price of approximately $44.75 per share. On March 14, 2018, HGV and HNA entered into an underwriting agreement with several underwriters, pursuant to which the underwriters agreed to purchase from the Selling Stockholder 22,250,000 shares of common stock, $0.01 par value per share, of the Company at a price of approximately $44.75 per share. On March 19, 2018, the repurchase was completed and the shares were retired. The Blackstone Group In September 2017, Blackstone completed the sale of substantially all of our common stock and holds only a nominal number of shares of our common stock. For the three months ended March 31, 2017, we earned $51 million in commission and other fees related to a fee-for-service arrangement with Blackstone affiliates to sell VOIs on their behalf. BRE Ace LLC In July 2017, we acquired a 25 percent ownership interest in BRE Ace LLC, a VIE. During the three months ended March 31, 2018, we recorded $1 million in Equity in earnings from unconsolidated affiliates Three Months Ended March 31, ($ in millions) 2018 2017 Commission and other fees $ 32 $ — Also related to the fee-for-service agreement, as of March 31, 2018, we have outstanding receivables of $30 million. 1776 Holding, LLC On March 23, 2018, we entered into an agreement with SCG 1776, LLC to form 1776 Holding, LLC. In conjunction with this agreement we contributed $5 million in cash for a 50 percent ownership interest in 1776 Holding LLC. See Note 8: Investment in Unconsolidated Affiliates |
Business Segments
Business Segments | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Business Segments | Note 17: Business Segments We operate our business through the following two segments: • Real estate sales and financing – We market and sell VOIs that we own. We also source VOIs through fee-for-service agreements with third-party developers. Related to the sales of the VOIs that we own, we provide consumer financing, which includes interest income generated from the origination of consumer loans to customers to finance their purchase of VOIs and revenue from servicing the loans. We also generate fee revenue from servicing the loans provided by third-party developers to purchasers of their VOIs. • Resort operations and club management – We manage the Club, earn activation fees, annual dues and transaction fees from member exchanges for other vacation products. We earn fees for managing the timeshare properties. We generate rental revenue from unit rentals of unsold inventory and inventory made available due to ownership exchanges under our Club program. We also earn revenue from food and beverage, retail and spa outlets at our timeshare properties. The performance of our operating segments is evaluated primarily based on adjusted earnings before interest expense (excluding non-recourse debt), taxes, depreciation and amortization (“EBITDA”). We define Adjusted EBITDA as EBITDA which has been further adjusted to exclude certain items, including, but not limited to, gains, losses and expenses in connection with: (i) asset dispositions; (ii) foreign currency transactions; (iii) debt restructurings/retirements; (iv) non-cash impairment losses; (v) reorganization costs, including severance and relocation costs; (vi) share-based and other compensation expenses; (vii) costs related to the spin-off; and (viii) other items. We do not include equity in earnings from unconsolidated affiliate in our measures of segment revenues. Three Months Ended March 31, ($ in millions) 2018 2017 Revenues: Real estate sales and financing $ 241 $ 283 Resort operations and club management (1) 98 88 Total segment revenues 339 371 Cost reimbursements 36 34 Intersegment eliminations (1)(2) (8 ) (6 ) Total revenues $ 367 $ 399 (1) Includes charges to the real estate sales and financing segment from the resort operations and club management segment for discounted stays at properties resulting from marketing packages. These charges totaled $8 million and $6 million for the three months ended March 31, 2018 and 2017, respectively. (2) Includes charges to the real estate sales and financing segment from the resort operations and club management segment for the rental of model units to show prospective buyers. These charges totaled less than $1 million for each of the three months ended March 31, 2018 and 2017. The following table presents Adjusted EBITDA for our reportable segments reconciled to net income: Three Months Ended March 31, ($ in millions) 2018 2017 Adjusted EBITDA: Real estate sales and financing (1) $ 44 $ 83 Resort operations and club management (1) 59 51 Segment Adjusted EBITDA 103 134 General and administrative (23 ) (23 ) Depreciation and amortization (8 ) (7 ) License fee expense (23 ) (20 ) Other loss, net (1 ) — Interest expense (7 ) (7 ) Income tax expense (10 ) (26 ) Equity in earnings from unconsolidated affiliates 1 — Other adjustment items (2 ) (1 ) Net income $ 30 $ 50 (1) Includes intersegment eliminations. Refer to our table presenting revenues by reportable segment above for additional discussion. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 18: Commitments and Contingencies We have entered into certain arrangements with developers whereby we have committed to purchase vacation ownership units at a future date to be marketed and sold under our Hilton Grand Vacations brand. As of March 31, 2018, we were committed to purchase approximately $419 million of inventory and land over a period of seven years. The ultimate amount and timing of the acquisitions is subject to change pursuant to the terms of the respective arrangements, which could also allow for cancellation in certain circumstances. During each of the three months ended March 31, 2018 and 2017, we purchased $4 million of VOI inventory as required under our commitments. As of March 31, 2018, our remaining obligation pursuant to these arrangements was expected to be incurred as follows: ($ in millions) Purchase Obligations Year 2018 (remaining) $ 41 2019 187 2020 9 2021 59 2022 36 Thereafter 87 Total $ 419 We are involved in litigation arising from the normal course of business, some of which includes claims for substantial sums. Management has also identified certain other legal matters where we believe an unfavorable outcome is reasonably possible and/or for which possible losses are not reasonably estimable. While the ultimate results of claims and litigation cannot be predicted with certainty, we expect that the ultimate resolution of all pending or threatened claims and litigation as of March 31, 2018, will not have a material effect on our unaudited condensed consolidated financial statements. |
Condensed Consolidating Guarant
Condensed Consolidating Guarantor Financial Information | 3 Months Ended |
Mar. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Condensed Consolidating Guarantor Financial Information | Note 19: Condensed Consolidating Guarantor Financial Information The following schedules present the condensed consolidating financial information as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017, for the Parent, Subsidiary Issuers, Guarantors and Non-Guarantors. March 31, 2018 ($ in millions) Parent Issuers Guarantors Non- Guarantors Eliminations Total ASSETS Cash and cash equivalents $ — $ — $ 74 $ 11 $ — $ 85 Restricted cash — — 45 24 — 69 Accounts receivable, net — — 115 8 (6 ) 117 Timeshare financing receivables, net — — 393 681 — 1,074 Inventory — — 554 10 — 564 Property and equipment, net — — 231 4 — 235 Investment in unconsolidated affiliates — — 37 — — 37 Intangible assets, net — — 73 — — 73 Other assets — 2 98 12 (1 ) 111 Investments in subsidiaries 400 877 197 — (1,474 ) — TOTAL ASSETS $ 400 $ 879 $ 1,817 $ 750 $ (1,481 ) $ 2,365 LIABILITIES AND EQUITY Accounts payable, accrued expenses and other $ — $ — $ 293 $ 10 $ (7 ) $ 296 Advanced deposits — — 92 — — 92 Debt, net — 479 — — — 479 Non-recourse debt, net — — — 544 — 544 Deferred revenues — — 326 — — 326 Deferred income tax liabilities — — 229 (1 ) — 228 Total equity 400 400 877 197 (1,474 ) 400 TOTAL LIABILITIES AND EQUITY $ 400 $ 879 $ 1,817 $ 750 $ (1,481 ) $ 2,365 December 31, 2017 ($ in millions) Parent Issuers Guarantors Non- Guarantors Eliminations Total ASSETS Cash and cash equivalents $ — $ — $ 230 $ 16 $ — $ 246 Restricted cash — — 29 22 — 51 Accounts receivable, net — — 113 5 (6 ) 112 Timeshare financing receivables, net — — 457 614 — 1,071 Inventory — — 509 — — 509 Property and equipment, net — — 232 6 — 238 Investment in unconsolidated affiliate — — 41 — — 41 Intangible assets, net — — 72 — — 72 Other assets — 2 36 7 (1 ) 44 Investments in subsidiaries 518 999 81 — (1,598 ) — TOTAL ASSETS $ 518 $ 1,001 $ 1,800 $ 670 $ (1,605 ) $ 2,384 LIABILITIES AND EQUITY Accounts payable, accrued expenses and other $ — $ 1 $ 338 $ 7 $ (7 ) $ 339 Advanced deposits — — 104 — — 104 Debt, net — 482 — — — 482 Non-recourse debt, net — — — 583 — 583 Deferred revenues — — 109 — — 109 Deferred income tax liabilities — — 250 (1 ) — 249 Total equity 518 518 999 81 (1,598 ) 518 TOTAL LIABILITIES AND EQUITY $ 518 $ 1,001 $ 1,800 $ 670 $ (1,605 ) $ 2,384 For the Three Months Ended March 31, 2018 ($ in millions) Parent Issuers Guarantors Non- Guarantors Eliminations Total Revenues Sales of VOI’s, net $ — $ — $ 77 $ 1 $ — $ 78 Sales, marketing, license and other fees — — 126 1 (2 ) 125 Financing — — 20 19 (1 ) 38 Resort and club management — — 39 — — 39 Rental and ancillary service — — 50 1 — 51 Cost reimbursements — — 35 1 — 36 Total revenues — — 347 23 (3 ) 367 Expenses Cost of VOI sales — — 19 — — 19 Sales and marketing — — 161 2 (2 ) 161 Financing — — 5 7 (1 ) 11 Resort and club management — — 11 — — 11 Rental and ancillary service — — 27 1 — 28 General and administrative — — 23 — — 23 Depreciation and amortization — — 8 — — 8 License fee expense — — 23 — — 23 Cost reimbursements — — 35 1 — 36 Total operating expenses — — 312 11 (3 ) 320 Interest expense — (7 ) — — — (7 ) Equity in earnings from unconsolidated affiliates — — 1 — — 1 Other loss, net — — (1 ) — — (1 ) Income (loss) before income taxes — (7 ) 35 12 — 40 Income tax expense — — (10 ) — — (10 ) Income (loss) before equity in earnings (loss) from subsidiaries — (7 ) 25 12 — 30 Equity in earnings (loss) from subsidiaries 30 37 12 — (79 ) — Net income $ 30 $ 30 $ 37 $ 12 $ (79 ) $ 30 For the Three Months Ended March 31, 2017 ($ in millions) Parent Issuers Guarantors Non- Guarantors Eliminations Total Revenues Sales of VOI’s, net $ — $ — $ 103 $ 15 $ — $ 118 Sales, marketing, license and other fees — — 134 — (4 ) 130 Financing — — 15 22 (2 ) 35 Resort and club management — — 34 2 — 36 Rental and ancillary service — — 46 — — 46 Cost reimbursements — — 33 1 — 34 Total revenues — — 365 40 (6 ) 399 Expenses Cost of VOI sales — — 32 1 — 33 Sales and marketing — — 151 5 (4 ) 152 Financing — — 5 7 (2 ) 10 Resort and club management — — 9 1 10 Rental and ancillary service — — 27 — — 27 General and administrative — — 23 — — 23 Depreciation and amortization — — 7 — — 7 License fee expense — — 20 — — 20 Cost reimbursements — — 33 1 — 34 Total operating expenses — — 307 15 (6 ) 316 Interest expense — (7 ) — — — (7 ) Income (loss) before income taxes — (7 ) 58 25 — 76 Income tax expense — — (22 ) (4 ) — (26 ) Income (loss) before equity in earnings (loss) from subsidiaries — (7 ) 36 21 — 50 Equity in earnings (loss) from subsidiaries 50 57 21 — (128 ) — Net income $ 50 $ 50 $ 57 $ 21 $ (128 ) $ 50 For the Three Months Ended March 31, 2018 ($ in millions) Parent Issuers Guarantors Non- Guarantors Eliminations Total Operating Activities Net cash provided by (used in) operating activities $ — $ (8 ) $ 103 $ (67 ) $ (3 ) $ 25 Investing Activities Capital expenditures for property and equipment — — (12 ) (2 ) — (14 ) Software capitalization costs — — (4 ) — — (4 ) Return of investment from unconsolidated affiliates — — 9 — — 9 Investment in unconsolidated affiliate — — (5 ) — — (5 ) Net cash used in investing activities — — (12 ) (2 ) — (14 ) Financing Activities Repurchase and retirement of common stock — (112 ) — — — (112 ) Repayment of non-recourse debt — — — (39 ) — (39 ) Repayment of debt — (3 ) — — — (3 ) Debt issuance costs — — — (2 ) — (2 ) Payment of withholding taxes on vesting of restricted stock units — (1 ) — — — (1 ) Capital contribution — 3 — — — 3 Intercompany transfers — 121 (231 ) 107 3 — Net cash provided by (used in) financing activities — 8 (231 ) 66 3 (154 ) Net decrease in cash, cash equivalents and restricted cash — — (140 ) (3 ) — (143 ) Cash, cash equivalents and restricted cash, beginning of period — — 259 38 — 297 Cash, cash equivalents and restricted cash, end of period $ — $ — $ 119 $ 35 $ — $ 154 For the Three Months Ended March 31, 2017 ($ in millions) Parent Issuers Guarantors Non- Guarantors Eliminations Total Operating Activities Net cash provided by (used in) operating activities $ — $ (2 ) $ 64 $ 83 $ (10 ) $ 135 Investing Activities Capital expenditures for property and equipment — — (6 ) (2 ) — (8 ) Software capitalization costs — — (2 ) — — (2 ) Net cash used in investing activities — — (8 ) (2 ) — (10 ) Financing Activities Issuance of non-recourse debt — — — 350 — 350 Repayment of non-recourse debt — — — (344 ) — (344 ) Repayment of debt — (2 ) — — (1 ) (3 ) Debt issuance costs — — — (5 ) — (5 ) Intercompany transfers 5 4 40 (60 ) 11 — Net cash provided by (used in) financing activities 5 2 40 (59 ) 10 (2 ) Net increase in cash, cash equivalents and restricted cash 5 — 96 22 — 123 Cash, cash equivalents and restricted cash, beginning of period — — 128 23 — 151 Cash, cash equivalents and restricted cash, end of period $ 5 $ — $ 224 $ 45 $ — $ 274 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 20: Subsequent Events In April 2018, we borrowed $100 million under our revolving credit facility. The interest rate on the revolving credit facility is based on one-month LIBOR plus 2.25 percent. |
Basis of Presentation and Sum27
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements presented herein include 100 percent of our assets, liabilities, revenues, expenses and cash flows as well as all entities in which we have a controlling financial interest. In our opinion, the accompanying unaudited condensed financial statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation of the interim periods. All material intercompany transactions and balances have been eliminated in consolidation. The unaudited condensed consolidated financial statements reflect our financial position, results of operations and cash flows as prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). Certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Although we believe the disclosures made are adequate to prevent information presented from being misleading, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of and for the year ended December 31, 2017, included in our Annual Report on Form 10-K filed with the SEC on March 1, 2018. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and, accordingly, ultimate results could differ from those estimates. Interim results are not necessarily indicative of full year performance. On January 1, 2018, we adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (commonly referred to as Accounting Standards Codification (“ASC”) Topic 606 (“ASC 606”). We adopted ASC 606 using the modified retrospective method in which the cumulative effect of applying the new standard has been recognized at the date of initial application with an adjustment to our opening balance of retained earnings. This approach applies to all contracts as of January 1, 2018. The new standard, as amended, replaces all current U.S. GAAP guidance on this topic and eliminates all industry-specific guidance. The reported results as of and for the three months ended March 31, 2018 reflects the application of ASC 606 while the reported financial position as of December 31, 2017 and results for the three months ended March 31, 2017 were prepared under the guidance of ASC 605, Revenue Recognition Real Estate – Time-Sharing Activities, Revenue Recognition |
Revenue Recognition | Revenue Recognition In accordance with ASC 606, revenue is recognized upon the transfer of control of promised goods or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. To achieve the core principle of the new guidance, we take the following steps: (i) identify the contract with the customer; (ii) determine whether the promised goods or services are separate performance obligations in the contract; (iii) determine the transaction price, including considering the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract based on the standalone selling price or estimated standalone selling price of the good or service; and (v) recognize revenue when (or as) we satisfy each performance obligation. Contracts with Multiple Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606. For arrangements that contain multiple goods or services, we determine whether such goods or services are distinct performance obligations that should be accounted for separately in the arrangement. When allocating the transaction price in the arrangement, we may not have observable standalone sales for all the performance obligations in these contracts; therefore, we exercise significant judgement when determining the standalone selling price of certain performance obligations. In order to estimate the standalone selling prices, we primarily rely on the expected cost plus margin and adjusted market assessment approaches. We then recognize the revenue allocated to each performance obligation as the related performance obligation is satisfied as discussed below. • Sales of VOIs, net — Customers who purchase vacation ownership products, whether paid in cash or financed, enter into multiple contracts, which we combine and account for as a single contract. Revenue from VOI sales is recognized at the point in time when control of the VOI is transferred to the customer which is when the customer has executed a binding sales contract, collectability is reasonably assured, the purchaser’s period to cancel for a refund has expired and the customer has the right to use the VOI. Revenue from sales of VOIs under construction is deferred until the point in time when construction activities are deemed to be completed, occupancy of the development is permissible, and the above criteria has been met. For financed sales, we estimate the variable consideration to be received under such contracts and recognize revenue net of amounts deemed uncollectible as the VOI is returned to inventory upon customer default. Variable consideration which has not been included within the transaction price is presented as a reserve on the financing receivable. See Note: 5 for more information regarding our estimate of variable consideration. We award Club Bonus Points (“Bonus Points”) to our customers as an incentive for purchasing a VOI. These Bonus Points are valid for a maximum of two years and may be redeemed for reservations at Club resorts, hotel reservations within Hilton’s system, and VOI exchanges with other third-party vacation ownership exchanges. At the time of the VOI sale, we estimate the fair value of the incentives to be redeemed, including an adjustment for breakage, to determine the standalone selling price of the FDI. We defer a portion of the total transaction price for the combined VOI contract as a liability for the FDI and recognize the corresponding revenue at the point in time when the customer receives the benefits of the FDI, which is upon the customer’s redemption of the Bonus Points. At that time, we also determine whether we are principal or agent for the redeemed good or service and recognize revenue on a gross or net basis accordingly. • Sales, marketing, brand and other fees — We enter into contracts with third-party developers to sell VOIs on their behalf through fee-for-service agreements for which we earn sales commissions and other fees. These commissions are variable as they are based on the sales and marketing results, which are subject to the constraint and resolved on a monthly basis over the contract term. We estimate such commissions to the extent that it is probable that a significant reversal of such revenue will not occur and recognize the commissions as the developer receives and consumes the benefits of the services. Any changes in these estimates would affect revenue and earnings in the period such variances are realized. Additionally, we enter into contracts to sell prepaid vacation packages. Our obligation in such contracts is satisfied when customers stay at our property; therefore, we recognize revenue for these packages when they are redeemed. On a portfolio basis, we exercise judgement to estimate the amount of expected breakage related to unused prepaid vacation packages and recognize such breakage in proportion to the pattern of packages utilized by our portfolio of customers. • Financing — We offer financing as an option to qualifying customers purchasing our VOI. Revenue from the financing of timeshare sales is recognized on the accrual method as earned based on the outstanding principal, interest rate and terms stated in each individual financing agreement. We also recognize revenue from servicing the loans provided by third-party developers to purchasers of their VOIs over the period services are rendered. The adoption of ASC 606 had no impact to the current financing revenue recognition method. • Resort and club management — As part of our VOI sales, our customers enter into a Club arrangement which gives the customer an annual allotment of Club points that allow the customer to exchange the Club points for a number of vacation options. We manage the Club, receiving Club activation fees, annual dues and transaction fees from member exchanges. Club activation fees and the member's first year of annual dues are paid at the time of the VOI sale. The Club activation fee relates to activities we are required to undertake at or near contract inception to fulfill the contract, and does not result in the transfer of a promised good or service. Since our customers are granted the opportunity to renew their membership on an annual basis for no additional activation fee, we defer and amortize the activation fee on a straight-line basis over the seven year average inventory holding period. Annual dues for membership renewals are billed each year, and we recognize revenue from these annual dues over the period services are rendered. A member may elect to enter into an optional exchange transaction with their allotted Club points at which point the member pays their required transaction fee. This option does not represent a material right as the transactions are priced at their standalone selling price. Revenue related to the transaction is recognized when the services are rendered. As part of our resort operations, we contract with homeowner’s associations (“HOAs”) to provide day-to-day-management services, including housekeeping services, operation of a reservation system, maintenance, and certain accounting and administrative services. We receive compensation for such management services, which is generally based on a percentage of costs to operate the resorts, on a monthly basis. These fees represent a form of variable consideration and are estimated and recognized over time as the HOAs receive and consume the benefits of the management services. Management fees received related to the portion of unsold VOIs at each resort which we own are recognized on a net basis given we retain these VOIs in our inventory. • Rental and ancillary services — Our rental and ancillary services consist primarily of rental revenues on unoccupied vacation ownership units and ancillary revenues. Rental revenue is recognized when occupancy has occurred. Advance deposits on the rental unit and the corresponding revenue is deferred and recognized upon the customer’s vacation stay. Ancillary revenues consist of food and beverage, retail, spa offerings and other guest services. We recognize ancillary revenue when goods have been provided and/or services have been rendered. We account for rental operations of unsold VOIs, including accommodations provided through the use of our vacation sampler programs, as incidental operations. Incremental carrying costs in excess of incremental revenues are recognized in the period incurred. In all periods presented, incremental carrying costs exceeded incremental revenues and all revenues and expenses are recognized in the period earned or incurred. • Cost reimbursements — As part of our management agreements with HOAs, we receive cost reimbursements for performing the day to day management services, including direct and indirect costs that HOAs and developers reimburse to us. These costs primarily consist of payroll and payroll related costs for management of the HOAs and other services we provide where we are the employer. Cost reimbursements are based upon actual expenses with no added margin, and are billed to the HOA on a monthly basis. We recognize cost reimbursements when we incur the related reimbursable costs as the HOA receives and consumes the benefits of the management services. We capitalize all incremental costs incurred to obtain a contract when such costs would not have been incurred if the contract had not been obtained. We elect to expense costs incurred to obtain a contract when the amortization period would be one year or less. Commissions for VOI sales for resorts under construction are expensed when the associated VOI revenue is recognized which is upon completion of the resort. These commissions can be found in Sales and marketing expense As of March 31, 2018, the ending asset balance for cost to obtain a contract was $29 million. For the three months ended March 31, 2018, the related amortization expense was $9 million and there were no associated impairment losses. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Other Than ASC 606 Adopted Accounting Standards In August 2016, the Financial Accounting Standards Board ("FASB") issued Account Standards Update (“ASU”) 2016-15, Classification of Certain Cash Receipts and Cash Payments, which in part requires entities to assess whether distributions of cash from unconsolidated entities represent a return on the investment or a return of the investment, to appropriately classify the distributions in the statement of cash flows. We have made an accounting policy election to use the cumulative earnings approach to determine whether the distributions are returns on the investment and accordingly classified as operating cash flows. Under the cumulative earnings approach, distributions up to the amount of cumulative equity in earnings recognized will be treated as returns on investment and those in excess of that amount will be treated as returns of investment. The adoption of ASU 2016-15 had no impact to any prior periods and did not require any retrospective adjustments. Accounting Standards Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02 (“ASU 2016-02”), Leases (Topic 842) Leases (Topic 840). Leases (Topic 842): Land Easement Practical Expedient for Transition |
Revenue from Contracts with C28
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Schedule of Disaggregated Revenues by Segment from Contracts with Customers | The following tables show our disaggregated revenues by segment from contracts with customers. We operate our business in the following two segments: (i) Real estate sales and financing Resort operations and club management Business Segments Three Months Ended March 31, 2018 ($ in millions) Real Estate and Financing Segment Sales of VOIs, net $ 78 Sales, marketing, brand and other fees 125 Interest income 34 Other financing revenue 4 Real estate and financing segment revenues $ 241 Three Months Ended March 31, 2018 ($ in millions) Resort Operation and Club Management Segment Club management $ 23 Resort management 16 Rental (1) 53 Ancillary services 6 Resort operation and club management segment revenues $ 98 ______________________ (1) Includes intersegment eliminations. |
Schedule of Accounts Receivables from Contracts with Customers and Changes in Contract Liabilities | The following table provides information on our accounts receivable from contracts with customers: ($ in millions) January 1, 2018 March 31, 2018 Receivables, which are included in Accounts receivable, net (1) $ 97 $ 103 ______________________ (1) Does not include financing receivables from sales of VOI. See Note 5: Timeshare Financing Receivables The following table presents changes in our contract liabilities for the three months ended March 31, 2018. ($ in millions) January 1, 2018 Additions Subtractions March 31, 2018 Contract liabilities: Advanced deposits $ 87 $ 42 $ (37 ) $ 92 Deferred revenue (1) 197 126 (20 ) 303 Club Bonus Point incentive liability (2) 52 12 (12 ) 52 (1) (2) Amounts related to the Club Bonus Point incentive liability are included in Accounts payable, accrued expenses and other |
Topic 606 | |
Schedule of Impact of Topic 606 on Financial Statements | The table below shows the adjustments that were made to the condensed consolidated balance sheet as of January 1, 2018: December 31, 2017 Adjustments January 1, 2018 ($ in millions) ASSETS Cash and cash equivalents $ 246 $ — $ 246 Restricted cash 51 — 51 Accounts receivable, net of allowance for doubtful accounts 112 — 112 Timeshare financing receivables, net 1,071 — 1,071 Inventory 509 30 539 Property and equipment, net 238 — 238 Investment in unconsolidated affiliate 41 — 41 Intangible assets, net 72 — 72 Other assets 44 16 60 TOTAL ASSETS $ 2,384 $ 46 $ 2,430 LIABILITIES AND EQUITY Liabilities: Accounts payable, accrued expenses and other $ 339 $ 2 $ 341 Advanced deposits 104 (17 ) 87 Debt, net 482 — 482 Non-recourse debt, net 583 — 583 Deferred revenues 109 112 221 Deferred income tax liabilities 249 (13 ) 236 Total liabilities 1,866 84 1,950 Commitments and contingencies Equity: Preferred stock, $0.01 par value; 300,000,000 authorized shares, none issued or outstanding as of December 31, 2017 — — — Common stock, $0.01 par value; 3,000,000,000 authorized shares, 99,136,304 issued and outstanding as of December 31, 2017 1 — 1 Additional paid-in capital 162 — 162 Accumulated retained earnings 355 (38 ) 317 Total equity 518 (38 ) 480 TOTAL LIABILITIES AND EQUITY $ 2,384 $ 46 $ 2,430 The following table compares the reported condensed consolidated balance sheet, statement of operations, and cash flows, as of and for the three months ended March 31, 2018, to the previous accounting guidance: March 31, 2018 As Reported Effects of ASC 606 Previous Accounting Guidance (in millions) ASSETS Cash and cash equivalents $ 85 $ — $ 85 Restricted cash 69 — 69 Accounts receivable, net of allowance for doubtful accounts 117 — 117 Timeshare financing receivables, net 1,074 — 1,074 Inventory 564 (48 ) 516 Property and equipment, net 235 — 235 Investment in unconsolidated affiliates 37 — 37 Intangible assets, net 73 — 73 Other assets 111 (23 ) 88 TOTAL ASSETS $ 2,365 $ (71 ) $ 2,294 LIABILITIES AND EQUITY Liabilities: Accounts payable, accrued expenses and other $ 296 $ 7 $ 303 Advanced deposits 92 17 109 Debt, net 479 — 479 Non-recourse debt, net 544 — 544 Deferred revenues 326 (170 ) 156 Deferred income tax liabilities 228 13 241 Total liabilities 1,965 (133 ) 1,832 Commitments and contingencies Equity: Preferred stock, $0.01 par value; 300,000,000 authorized shares, none issued or outstanding as of March 31, 2018 — — — Common stock, $0.01 par value; 3,000,000,000 authorized shares, 96,821,553 issued and outstanding as of March 31, 2018 1 — 1 Additional paid-in capital 161 — 161 Accumulated retained earnings 238 62 300 Total equity 400 62 462 TOTAL LIABILITIES AND EQUITY $ 2,365 $ (71 ) $ 2,294 Three Months Ended March 31, 2018 ($ in millions) As Reported Effects of ASC 606 Previous Accounting Guidance Revenues Sales of VOIs, net $ 78 $ 59 $ 137 Sales, marketing, brand and other fees 125 4 129 Financing 38 — 38 Resort and club management 39 — 39 Rental and ancillary services 51 — 51 Cost reimbursements 36 — 36 Total revenues 367 63 430 Expenses Cost of VOI sales 19 18 37 Sales and marketing 161 12 173 Financing 11 — 11 Resort and club management 11 — 11 Rental and ancillary services 28 — 28 General and administrative 23 — 23 Depreciation and amortization 8 — 8 License fee expense 23 — 23 Cost reimbursements 36 — 36 Total operating expenses 320 30 350 Interest expense (7 ) — (7 ) Equity in earnings from unconsolidated affiliates 1 — 1 Other loss, net (1 ) — (1 ) Income before income taxes 40 33 73 Income tax expense (10 ) (9 ) (19 ) Net income $ 30 $ 24 $ 54 Earnings per share: Basic $ 0.31 $ 0.24 $ 0.55 Diluted $ 0.30 $ 0.24 $ 0.54 The adoption of ASC 606 had no impact on our total cash flows provided by operating activities or used by investing and financing activities. ASC 606 resulted in offsetting shifts in cash flows throughout net income and various changes in working capital balances. Three Months Ended March 31, 2018 As Reported Previous Accounting Guidance ($ in millions) Net income $ 30 $ 54 Adjustments to reconcile net income to net cash provided by operating activities 17 17 Changes in operating assets and liabilities Accounts receivable, net (5 ) (5 ) Timeshare financing receivables, net (15 ) (15 ) Inventory (19 ) (1 ) Other assets (51 ) (44 ) Accounts payable, accrued expenses and other (42 ) (32 ) Advanced deposits 5 5 Deferred revenues 105 46 Net cash provided by operating activities $ 25 $ 25 |
Restricted Cash (Tables)
Restricted Cash (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Cash And Cash Equivalents [Abstract] | |
Schedule of Restricted Cash | Restricted cash was as follows: March 31, December 31, ($ in millions) 2018 2017 Escrow deposits on VOI sales $ 44 $ 29 Reserves related to non-recourse debt (1) 25 22 $ 69 $ 51 (1) See Note 11: Debt & Non-recourse Debt |
Timeshare Financing Receivabl30
Timeshare Financing Receivables (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Receivables [Abstract] | |
Schedule of financing receivables | Timeshare financing receivables were as follows: March 31, 2018 ($ in millions) Securitized and Pledged Unsecuritized Total Timeshare financing receivables $ 429 $ 789 $ 1,218 Less: allowance for loan loss (22 ) (122 ) (144 ) $ 407 $ 667 $ 1,074 December 31, 2017 ($ in millions) Securitized and Pledged Unsecuritized Total Timeshare financing receivables $ 471 $ 741 $ 1,212 Less: allowance for loan loss (27 ) (114 ) (141 ) $ 444 $ 627 $ 1,071 |
Schedule of future payments due from financing receivables | Our timeshare financing receivables as of March 31, 2018 mature as follows: ($ in millions) Securitized and Pledged Unsecuritized Total Year 2018 (remaining) $ 53 $ 59 $ 112 2019 69 67 136 2020 67 72 139 2021 61 78 139 2022 54 84 138 Thereafter 125 429 554 429 789 1,218 Less: allowance for loan loss (22 ) (122 ) (144 ) $ 407 $ 667 $ 1,074 |
Schedule of financing receivables by FICO score | Our gross timeshare financing receivables balances by FICO score were as follows: March 31, December 31, ($ in millions) 2018 2017 FICO score 700+ $ 790 $ 770 600-699 228 225 <600 28 28 No score (1) 172 189 $ 1,218 $ 1,212 (1) Timeshare financing receivables without a FICO score are primarily related to foreign borrowers. |
Schedule of past due financing receivables | The following tables detail an aged analysis of our gross timeshare financing receivables balance: March 31, 2018 ($ in millions) Securitized and Pledged Unsecuritized Total Current $ 419 $ 724 $ 1,143 31 - 90 days past due 6 12 18 91 - 120 days past due 2 4 6 121 days and greater past due 2 49 51 $ 429 $ 789 $ 1,218 December 31, 2017 ($ in millions) Securitized and Pledged Unsecuritized Total Current $ 462 $ 685 $ 1,147 31 - 90 days past due 6 10 16 91 - 120 days past due 1 4 5 121 days and greater past due 2 42 44 $ 471 $ 741 $ 1,212 |
Schedule of change in allowance for loan loss | The changes in our allowance for loan loss were as follows: March 31, 2018 ($ in millions) Securitized and Pledged Unsecuritized Total Balance as of December 31, 2017 $ 27 $ 114 $ 141 Write-offs — (9 ) (9 ) Provision for loan loss (1) (5 ) 17 12 Balance as of March 31, 2018 $ 22 $ 122 $ 144 March 31, 2017 ($ in millions) Securitized and Pledged Unsecuritized Total Balance as of December 31, 2016 $ 9 $ 111 $ 120 Write-offs — (7 ) (7 ) Securitization 28 (28 ) — Provision for loan loss (1) — 11 11 Balance as of March 31, 2017 $ 37 $ 87 $ 124 (1) Includes activity related to the repurchase of defaulted and upgraded securitized timeshare financing receivables, net of incremental provision for loan loss. |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory, current | Inventory was as follows: March 31, December 31, ($ in millions) 2018 2017 Completed unsold VOIs $ 191 $ 191 Construction in process 115 60 Land, infrastructure and other 258 258 $ 564 $ 509 Three Months Ended March 31, ($ in millions) 2018 2017 Cost of VOI sales related to fee-for-service upgrades $ 6 $ 11 |
Schedule of inventory, noncurrent | Inventory was as follows: March 31, December 31, ($ in millions) 2018 2017 Completed unsold VOIs $ 191 $ 191 Construction in process 115 60 Land, infrastructure and other 258 258 $ 564 $ 509 Shown below are expenses incurred, recorded in Cost of VOI sales Three Months Ended March 31, ($ in millions) 2018 2017 Cost of VOI sales related to fee-for-service upgrades $ 6 $ 11 |
Consolidated Variable Interes32
Consolidated Variable Interest Entities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Consolidated Variable Interest Entities | Our condensed consolidated balance sheets included the assets and liabilities of these entities, which primarily consisted of the following: March 31, December 31, ($ in millions) 2018 2017 Restricted cash $ 18 $ 18 Timeshare financing receivables, net 407 445 Non-recourse debt (1) 415 454 (1) Net of deferred financing costs. |
Other Assets (Tables)
Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | Other assets were as follows: March 31, December 31, ($ in millions) 2018 2017 Inventory deposits $ 16 $ — Deferred selling, marketing, general and administrative expenses 26 3 Prepaid expenses 46 18 Other 23 23 $ 111 $ 44 |
Deferred Revenues (Tables)
Deferred Revenues (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Deferred Revenue Disclosure [Abstract] | |
Schedule of Deferred Revenues | Deferred revenues were as follows: March 31, December 31, ($ in millions) 2018 2017 Deferred VOI sales $ 222 $ 45 Club activation fees 56 54 Club membership fees 40 — Other 8 10 $ 326 $ 109 |
Debt & Non-recourse Debt (Table
Debt & Non-recourse Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Borrowings | The following table details our outstanding debt balance and its associated interest rates: March 31, December 31, ($ in millions) 2018 2017 Debt (1) Senior secured credit facilities: Term loan with an average rate of 4.133%, due 2021 $ 187 $ 190 Senior notes with a rate of 6.125%, due 2024 300 300 487 490 Less: unamortized deferred financing costs and discount (2)(3) (8 ) (8 ) $ 479 $ 482 (1) For the three months ended March 31, 2018 and year ended December 31, 2017, weighted average interest rates were 5.359 percent and 5.229 percent, respectively. (2) Amount includes deferred financing costs of $1 million and $7 million as of March 31, 2018 and December 31, 2017, relating to our term loan and senior notes, respectively. (3) Amount does not include deferred financing costs of $1 million as of March 31, 2018 and $2 million as of December 31, 2017, relating to our revolving facility included in Other Assets The following table details our outstanding non-recourse debt balance and its associated interest rates: March 31, December 31, ($ in millions) 2018 2017 Non-recourse debt (1) Timeshare Facility with an average rate of 2.884%, due 2020 $ 129 $ 129 Securitized Debt with an average rate of 2.443%, due 2028 420 459 549 588 Less: unamortized deferred financing costs (2) (5 ) (5 ) $ 544 $ 583 (1) For the three months ended March 31, 2018 and year ended December 31, 2017, weighted average interest rates were 2.547 percent and 2.492 percent, respectively. (2) Amount relates to Securitized Debt only and does not include deferred financing costs of $4 million and $2 million as of March 31, 2018 and December 31, 2017, respectively, relating to our Timeshare Facility included in Other Assets |
Schedule of Contractual Maturities of Debt | The contractual maturities of our debt and non-recourse debt as of March 31, 2018 were as follows: ($ in millions) Debt Non-recourse Debt Total Year 2018 (remaining) $ 7 $ 105 $ 112 2019 10 125 135 2020 10 217 227 2021 160 33 193 2022 — 25 25 Thereafter 300 44 344 $ 487 $ 549 $ 1,036 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying and Estimated Fair Value Amounts | The carrying amounts and estimated fair values of our financial assets and liabilities were as follows: March 31, 2018 Hierarchy Level ($ in millions) Carrying Amount Level 1 Level 3 Assets: Timeshare financing receivables, net (1) $ 1,074 $ — $ 1,299 Liabilities: Debt, net (2) 479 322 191 Non-recourse debt, net (2) 544 — 537 December 31, 2017 Hierarchy Level ($ in millions) Carrying Amount Level 1 Level 3 Assets: Timeshare financing receivables, net (1) $ 1,071 $ — $ 1,292 Liabilities: Debt, net (2) 482 329 194 Non-recourse debt, net (2) 583 — 577 (1) Carrying amount net of allowance for loan loss. (2) Carrying amount net of unamortized deferred financing costs and discount. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock Option Valuation Assumptions | The grant date fair value of these options was $14.82, which was determined using the Black-Scholes-Merton option-pricing model with the following assumptions: Expected volatility (1) 26.6 % Dividend yield (2) — % Risk-free rate (3) 2.7 % Expected term (in years) (4) 6.0 (1) Due to limited trading history for our common stock, we did not have sufficient information available on which to base a reasonable and supportable estimate of the expected volatility of our share price. As a result, we used an average historical volatility of our peer group over a time period consistent with its expected term assumption. Our peer group was determined based upon companies in our industry with similar business models and is consistent with those used to benchmark its executive compensation. (2) At the date of grant we had no plans to pay dividends during the expected term of these options. (3) Based on the yields of U.S. Department of Treasury instruments with similar expected lives on the date of grant. (4) Estimated using the average of the vesting periods and the contractual term of the options. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the calculation of our basic and diluted earnings per share (“EPS”). The weighted average shares outstanding used to compute basic EPS and diluted EPS for the three months ended March 31, 2018 is 98,620,957 and 99,487,013, respectively and three months ended March 31, 2017 was 98,798,007 and 99,339,928, respectively. Three Months Ended March 31, ($ and shares outstanding in millions, except per share amounts) 2018 2017 Basic EPS: Numerator: Net Income (1) $ 30 $ 50 Denominator: Weighted average shares outstanding 99 99 Basic EPS $ 0.31 $ 0.51 Diluted EPS: Numerator: Net Income (1) $ 30 $ 50 Denominator: Weighted average shares outstanding 99 99 Diluted EPS $ 0.30 $ 0.51 (1) Net income for the three months ended March 31, 2018 and 2017 was $30,170,029 and $50,212,615, respectively. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
BRE Ace Holdings | |
Related Party Transaction [Line Items] | |
Summary of Amounts Included in Condensed Consolidated Statements of Operations Related to Fee for Service Arrangement | These amounts are summarized in the following table and included in our condensed consolidated statements of operations as of the date they became a related party. Three Months Ended March 31, ($ in millions) 2018 2017 Commission and other fees $ 32 $ — |
Business Segments (Tables)
Business Segments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Revenues Reconciled to Consolidated Amounts | We do not include equity in earnings from unconsolidated affiliate in our measures of segment revenues. Three Months Ended March 31, ($ in millions) 2018 2017 Revenues: Real estate sales and financing $ 241 $ 283 Resort operations and club management (1) 98 88 Total segment revenues 339 371 Cost reimbursements 36 34 Intersegment eliminations (1)(2) (8 ) (6 ) Total revenues $ 367 $ 399 (1) Includes charges to the real estate sales and financing segment from the resort operations and club management segment for discounted stays at properties resulting from marketing packages. These charges totaled $8 million and $6 million for the three months ended March 31, 2018 and 2017, respectively. (2) Includes charges to the real estate sales and financing segment from the resort operations and club management segment for the rental of model units to show prospective buyers. These charges totaled less than $1 million for each of the three months ended March 31, 2018 and 2017. |
Schedule of Adjusted EBITDA Reconciled to Net Income | The following table presents Adjusted EBITDA for our reportable segments reconciled to net income: Three Months Ended March 31, ($ in millions) 2018 2017 Adjusted EBITDA: Real estate sales and financing (1) $ 44 $ 83 Resort operations and club management (1) 59 51 Segment Adjusted EBITDA 103 134 General and administrative (23 ) (23 ) Depreciation and amortization (8 ) (7 ) License fee expense (23 ) (20 ) Other loss, net (1 ) — Interest expense (7 ) (7 ) Income tax expense (10 ) (26 ) Equity in earnings from unconsolidated affiliates 1 — Other adjustment items (2 ) (1 ) Net income $ 30 $ 50 (1) Includes intersegment eliminations. Refer to our table presenting revenues by reportable segment above for additional discussion. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Remaining Purchase Obligations | As of March 31, 2018, our remaining obligation pursuant to these arrangements was expected to be incurred as follows: ($ in millions) Purchase Obligations Year 2018 (remaining) $ 41 2019 187 2020 9 2021 59 2022 36 Thereafter 87 Total $ 419 |
Condensed Consolidating Guara42
Condensed Consolidating Guarantor Financial Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Condensed Consolidating Guarantor Balance Sheets | The following schedules present the condensed consolidating financial information as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017, for the Parent, Subsidiary Issuers, Guarantors and Non-Guarantors. March 31, 2018 ($ in millions) Parent Issuers Guarantors Non- Guarantors Eliminations Total ASSETS Cash and cash equivalents $ — $ — $ 74 $ 11 $ — $ 85 Restricted cash — — 45 24 — 69 Accounts receivable, net — — 115 8 (6 ) 117 Timeshare financing receivables, net — — 393 681 — 1,074 Inventory — — 554 10 — 564 Property and equipment, net — — 231 4 — 235 Investment in unconsolidated affiliates — — 37 — — 37 Intangible assets, net — — 73 — — 73 Other assets — 2 98 12 (1 ) 111 Investments in subsidiaries 400 877 197 — (1,474 ) — TOTAL ASSETS $ 400 $ 879 $ 1,817 $ 750 $ (1,481 ) $ 2,365 LIABILITIES AND EQUITY Accounts payable, accrued expenses and other $ — $ — $ 293 $ 10 $ (7 ) $ 296 Advanced deposits — — 92 — — 92 Debt, net — 479 — — — 479 Non-recourse debt, net — — — 544 — 544 Deferred revenues — — 326 — — 326 Deferred income tax liabilities — — 229 (1 ) — 228 Total equity 400 400 877 197 (1,474 ) 400 TOTAL LIABILITIES AND EQUITY $ 400 $ 879 $ 1,817 $ 750 $ (1,481 ) $ 2,365 December 31, 2017 ($ in millions) Parent Issuers Guarantors Non- Guarantors Eliminations Total ASSETS Cash and cash equivalents $ — $ — $ 230 $ 16 $ — $ 246 Restricted cash — — 29 22 — 51 Accounts receivable, net — — 113 5 (6 ) 112 Timeshare financing receivables, net — — 457 614 — 1,071 Inventory — — 509 — — 509 Property and equipment, net — — 232 6 — 238 Investment in unconsolidated affiliate — — 41 — — 41 Intangible assets, net — — 72 — — 72 Other assets — 2 36 7 (1 ) 44 Investments in subsidiaries 518 999 81 — (1,598 ) — TOTAL ASSETS $ 518 $ 1,001 $ 1,800 $ 670 $ (1,605 ) $ 2,384 LIABILITIES AND EQUITY Accounts payable, accrued expenses and other $ — $ 1 $ 338 $ 7 $ (7 ) $ 339 Advanced deposits — — 104 — — 104 Debt, net — 482 — — — 482 Non-recourse debt, net — — — 583 — 583 Deferred revenues — — 109 — — 109 Deferred income tax liabilities — — 250 (1 ) — 249 Total equity 518 518 999 81 (1,598 ) 518 TOTAL LIABILITIES AND EQUITY $ 518 $ 1,001 $ 1,800 $ 670 $ (1,605 ) $ 2,384 |
Schedule of Condensed Consolidating Guarantor Statements of Operations | For the Three Months Ended March 31, 2018 ($ in millions) Parent Issuers Guarantors Non- Guarantors Eliminations Total Revenues Sales of VOI’s, net $ — $ — $ 77 $ 1 $ — $ 78 Sales, marketing, license and other fees — — 126 1 (2 ) 125 Financing — — 20 19 (1 ) 38 Resort and club management — — 39 — — 39 Rental and ancillary service — — 50 1 — 51 Cost reimbursements — — 35 1 — 36 Total revenues — — 347 23 (3 ) 367 Expenses Cost of VOI sales — — 19 — — 19 Sales and marketing — — 161 2 (2 ) 161 Financing — — 5 7 (1 ) 11 Resort and club management — — 11 — — 11 Rental and ancillary service — — 27 1 — 28 General and administrative — — 23 — — 23 Depreciation and amortization — — 8 — — 8 License fee expense — — 23 — — 23 Cost reimbursements — — 35 1 — 36 Total operating expenses — — 312 11 (3 ) 320 Interest expense — (7 ) — — — (7 ) Equity in earnings from unconsolidated affiliates — — 1 — — 1 Other loss, net — — (1 ) — — (1 ) Income (loss) before income taxes — (7 ) 35 12 — 40 Income tax expense — — (10 ) — — (10 ) Income (loss) before equity in earnings (loss) from subsidiaries — (7 ) 25 12 — 30 Equity in earnings (loss) from subsidiaries 30 37 12 — (79 ) — Net income $ 30 $ 30 $ 37 $ 12 $ (79 ) $ 30 For the Three Months Ended March 31, 2017 ($ in millions) Parent Issuers Guarantors Non- Guarantors Eliminations Total Revenues Sales of VOI’s, net $ — $ — $ 103 $ 15 $ — $ 118 Sales, marketing, license and other fees — — 134 — (4 ) 130 Financing — — 15 22 (2 ) 35 Resort and club management — — 34 2 — 36 Rental and ancillary service — — 46 — — 46 Cost reimbursements — — 33 1 — 34 Total revenues — — 365 40 (6 ) 399 Expenses Cost of VOI sales — — 32 1 — 33 Sales and marketing — — 151 5 (4 ) 152 Financing — — 5 7 (2 ) 10 Resort and club management — — 9 1 10 Rental and ancillary service — — 27 — — 27 General and administrative — — 23 — — 23 Depreciation and amortization — — 7 — — 7 License fee expense — — 20 — — 20 Cost reimbursements — — 33 1 — 34 Total operating expenses — — 307 15 (6 ) 316 Interest expense — (7 ) — — — (7 ) Income (loss) before income taxes — (7 ) 58 25 — 76 Income tax expense — — (22 ) (4 ) — (26 ) Income (loss) before equity in earnings (loss) from subsidiaries — (7 ) 36 21 — 50 Equity in earnings (loss) from subsidiaries 50 57 21 — (128 ) — Net income $ 50 $ 50 $ 57 $ 21 $ (128 ) $ 50 |
Schedule of Condensed Consolidating Guarantor Statements of Cash Flows | For the Three Months Ended March 31, 2018 ($ in millions) Parent Issuers Guarantors Non- Guarantors Eliminations Total Operating Activities Net cash provided by (used in) operating activities $ — $ (8 ) $ 103 $ (67 ) $ (3 ) $ 25 Investing Activities Capital expenditures for property and equipment — — (12 ) (2 ) — (14 ) Software capitalization costs — — (4 ) — — (4 ) Return of investment from unconsolidated affiliates — — 9 — — 9 Investment in unconsolidated affiliate — — (5 ) — — (5 ) Net cash used in investing activities — — (12 ) (2 ) — (14 ) Financing Activities Repurchase and retirement of common stock — (112 ) — — — (112 ) Repayment of non-recourse debt — — — (39 ) — (39 ) Repayment of debt — (3 ) — — — (3 ) Debt issuance costs — — — (2 ) — (2 ) Payment of withholding taxes on vesting of restricted stock units — (1 ) — — — (1 ) Capital contribution — 3 — — — 3 Intercompany transfers — 121 (231 ) 107 3 — Net cash provided by (used in) financing activities — 8 (231 ) 66 3 (154 ) Net decrease in cash, cash equivalents and restricted cash — — (140 ) (3 ) — (143 ) Cash, cash equivalents and restricted cash, beginning of period — — 259 38 — 297 Cash, cash equivalents and restricted cash, end of period $ — $ — $ 119 $ 35 $ — $ 154 For the Three Months Ended March 31, 2017 ($ in millions) Parent Issuers Guarantors Non- Guarantors Eliminations Total Operating Activities Net cash provided by (used in) operating activities $ — $ (2 ) $ 64 $ 83 $ (10 ) $ 135 Investing Activities Capital expenditures for property and equipment — — (6 ) (2 ) — (8 ) Software capitalization costs — — (2 ) — — (2 ) Net cash used in investing activities — — (8 ) (2 ) — (10 ) Financing Activities Issuance of non-recourse debt — — — 350 — 350 Repayment of non-recourse debt — — — (344 ) — (344 ) Repayment of debt — (2 ) — — (1 ) (3 ) Debt issuance costs — — — (5 ) — (5 ) Intercompany transfers 5 4 40 (60 ) 11 — Net cash provided by (used in) financing activities 5 2 40 (59 ) 10 (2 ) Net increase in cash, cash equivalents and restricted cash 5 — 96 22 — 123 Cash, cash equivalents and restricted cash, beginning of period — — 128 23 — 151 Cash, cash equivalents and restricted cash, end of period $ 5 $ — $ 224 $ 45 $ — $ 274 |
Organization - Additional Infor
Organization - Additional Information (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2018USD ($)propertyunit | Mar. 31, 2017USD ($) | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Number of timeshare properties | property | 48 | |
Number of units in timeshare properties | unit | 8,102 | |
Costs related to agreements with related parties | $ | $ 59 | $ 58 |
Basis of Presentation and Sum44
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Accounting Policies [Abstract] | |
Club bonus points to customers, maximum valid duration period | 2 years |
Contract cost | $ 29,000,000 |
Amortization expense | 9,000,000 |
Impairment losses | $ 0 |
Revenue from Contracts with C45
Revenue from Contracts with Customers - Schedule of Adjustments Made to Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
ASSETS | |||
Cash and cash equivalents | $ 85 | $ 246 | |
Restricted cash | 69 | 51 | |
Accounts receivable, net of allowance for doubtful accounts | 117 | 112 | |
Timeshare financing receivables, net | 1,074 | 1,071 | |
Inventory | 564 | 509 | |
Property and equipment, net | 235 | 238 | |
Investment in unconsolidated affiliate | 37 | 41 | |
Intangible assets, net | 73 | 72 | |
Other assets | 111 | 44 | |
TOTAL ASSETS (variable interest entities - $432 and $471) | 2,365 | 2,384 | |
Liabilities: | |||
Accounts payable, accrued expenses and other | 296 | 339 | |
Advanced deposits | 92 | 104 | |
Debt, net | 479 | 482 | |
Non-recourse debt, net | 544 | 583 | |
Deferred revenues | 326 | 109 | |
Deferred income tax liabilities | 228 | 249 | |
Total liabilities (variable interest entities - $416 and $455) | 1,965 | 1,866 | |
Commitments and contingencies | |||
Equity: | |||
Preferred stock, $0.01 par value; 300,000,000 authorized shares, none issued or outstanding as of March 31, 2018 and December 31, 2017 | 0 | 0 | |
Common stock, $0.01 par value; 3,000,000,000 authorized shares, 96,821,553 issued and outstanding as of March 31, 2018 and 99,136,304 issued and outstanding as of December 31, 2017 | 1 | 1 | |
Additional paid-in capital | 161 | 162 | |
Accumulated retained earnings | 238 | 355 | |
Total equity | 400 | 518 | |
TOTAL LIABILITIES AND EQUITY | 2,365 | $ 2,384 | |
Topic 606 | |||
ASSETS | |||
Cash and cash equivalents | $ 246 | ||
Restricted cash | 51 | ||
Accounts receivable, net of allowance for doubtful accounts | 112 | ||
Timeshare financing receivables, net | 1,071 | ||
Inventory | 539 | ||
Property and equipment, net | 238 | ||
Investment in unconsolidated affiliate | 41 | ||
Intangible assets, net | 72 | ||
Other assets | 60 | ||
TOTAL ASSETS (variable interest entities - $432 and $471) | 2,430 | ||
Liabilities: | |||
Accounts payable, accrued expenses and other | 341 | ||
Advanced deposits | 87 | ||
Debt, net | 482 | ||
Non-recourse debt, net | 583 | ||
Deferred revenues | 221 | ||
Deferred income tax liabilities | 236 | ||
Total liabilities (variable interest entities - $416 and $455) | 1,950 | ||
Commitments and contingencies | |||
Equity: | |||
Preferred stock, $0.01 par value; 300,000,000 authorized shares, none issued or outstanding as of March 31, 2018 and December 31, 2017 | 0 | ||
Common stock, $0.01 par value; 3,000,000,000 authorized shares, 96,821,553 issued and outstanding as of March 31, 2018 and 99,136,304 issued and outstanding as of December 31, 2017 | 1 | ||
Additional paid-in capital | 162 | ||
Accumulated retained earnings | 317 | ||
Total equity | 480 | ||
TOTAL LIABILITIES AND EQUITY | 2,430 | ||
Topic 606 | Impact of Adopting ASC 606 | |||
ASSETS | |||
Cash and cash equivalents | 0 | 0 | |
Restricted cash | 0 | 0 | |
Accounts receivable, net of allowance for doubtful accounts | 0 | 0 | |
Timeshare financing receivables, net | 0 | 0 | |
Inventory | (48) | 30 | |
Property and equipment, net | 0 | 0 | |
Investment in unconsolidated affiliate | 0 | 0 | |
Intangible assets, net | 0 | 0 | |
Other assets | (23) | 16 | |
TOTAL ASSETS (variable interest entities - $432 and $471) | (71) | 46 | |
Liabilities: | |||
Accounts payable, accrued expenses and other | 7 | 2 | |
Advanced deposits | 17 | (17) | |
Debt, net | 0 | 0 | |
Non-recourse debt, net | 0 | 0 | |
Deferred revenues | (170) | 112 | |
Deferred income tax liabilities | 13 | (13) | |
Total liabilities (variable interest entities - $416 and $455) | (133) | 84 | |
Commitments and contingencies | |||
Equity: | |||
Preferred stock, $0.01 par value; 300,000,000 authorized shares, none issued or outstanding as of March 31, 2018 and December 31, 2017 | 0 | 0 | |
Common stock, $0.01 par value; 3,000,000,000 authorized shares, 96,821,553 issued and outstanding as of March 31, 2018 and 99,136,304 issued and outstanding as of December 31, 2017 | 0 | 0 | |
Additional paid-in capital | 0 | 0 | |
Accumulated retained earnings | 62 | (38) | |
Total equity | 62 | (38) | |
TOTAL LIABILITIES AND EQUITY | $ (71) | $ 46 |
Revenue from Contracts with C46
Revenue from Contracts with Customers - Schedule of Adjustments Made to Condensed Consolidated Balance Sheet (Parenthetical) (Details) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Preferred Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, shares authorized | 300,000,000 | 300,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, shares authorized (in shares) | 3,000,000,000 | 3,000,000,000 |
Common Stock, shares issued (in shares) | 96,821,553 | 99,136,304 |
Common Stock, shares outstanding (in shares) | 96,821,553 | 99,136,304 |
Revenue from Contracts with C47
Revenue from Contracts with Customers - Additional Information (Details) | 3 Months Ended | ||
Mar. 31, 2018USD ($)segment | Jan. 01, 2018USD ($) | Dec. 31, 2017USD ($) | |
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Number of operating segments | segment | 2 | ||
Impairment losses | $ 0 | ||
Assets | (2,365,000,000) | $ (2,384,000,000) | |
Liabilities | (1,965,000,000) | $ (1,866,000,000) | |
Topic 606 | |||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue earned that was included in the contract liabilities balance at the beginning period | 35,000,000 | ||
Assets | $ (2,430,000,000) | ||
Liabilities | (1,950,000,000) | ||
Topic 606 | Effects of ASC 606 | |||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Assets | 71,000,000 | (46,000,000) | |
Liabilities | $ 133,000,000 | $ (84,000,000) | |
Topic 606 | Maximum | |||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Contract remaining performance obligations expected term | 1 year | ||
Topic 606 | Accounts Receivables | |||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Impairment losses | $ 0 |
Revenue from Contracts with C48
Revenue from Contracts with Customers - Schedule of Disaggregated Revenues by Segment from Contracts with Customers (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
Disaggregation Of Revenue [Line Items] | |||
Sales of VOIs, net | $ 78 | $ 118 | |
Sales, marketing, brand and other fees | 125 | 130 | |
Total revenues | 367 | $ 399 | |
Real Estate and Financing Segment | |||
Disaggregation Of Revenue [Line Items] | |||
Sales of VOIs, net | 78 | ||
Sales, marketing, brand and other fees | 125 | ||
Interest income | 34 | ||
Other financing revenue | 4 | ||
Total revenues | 241 | ||
Resort Operation and Club Management Segment | |||
Disaggregation Of Revenue [Line Items] | |||
Club management | 23 | ||
Resort management | 16 | ||
Rental | [1] | 53 | |
Ancillary services | 6 | ||
Total revenues | $ 98 | ||
[1] | Includes intersegment eliminations. |
Revenue from Contracts with C49
Revenue from Contracts with Customers - Schedule of Accounts Receivables from Contracts with Customers (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Jan. 01, 2018 | |
Accounts Receivables | |||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Receivables, which are included in accounts receivables, net | [1] | $ 103 | $ 97 |
[1] | Does not include financing receivables from sales of VOI. See Note 5: Timeshare Financing Receivables for additional information. |
Revenue from Contracts with C50
Revenue from Contracts with Customers - Changes in Contract Liabilities (Details) - Topic 606 $ in Millions | 3 Months Ended | |
Mar. 31, 2018USD ($) | ||
Advanced deposits | ||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||
Contract liabilities, Beginning balance | $ 87 | |
Contract liabilities, Additions | 42 | |
Contract liabilities, Subtractions | (37) | |
Contract liabilities, Ending balance | 92 | |
Deferred revenue | ||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||
Contract liabilities, Beginning balance | 197 | [1] |
Contract liabilities, Additions | 126 | [1] |
Contract liabilities, Subtractions | (20) | [1] |
Contract liabilities, Ending balance | 303 | [1] |
Club Bonus Point incentive liability | ||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||
Contract liabilities, Beginning balance | 52 | [2] |
Contract liabilities, Additions | 12 | [2] |
Contract liabilities, Subtractions | (12) | [2] |
Contract liabilities, Ending balance | $ 52 | [2] |
[1] | The deferred revenues balance is primarily comprised of (i) sales of VOI under construction, (ii) Club activation fees that are paid at the closing of a VOI purchase, which grants access to our points-based Club and (iii) annual dues for Club membership renewals. | |
[2] | Amounts related to the Club Bonus Point incentive liability are included in Accounts payable, accrued expenses and other on our unaudited condensed consolidated balance sheets. This liability is comprised of revenue for incentives from VOI sales and sales and marketing expenses in conjunction with our fee-for-service arrangements. |
Revenue from Contracts with C51
Revenue from Contracts with Customers - Revenue and Costs Expected to be Recognized in Future Related to Sales of VOIs under Construction (Details) $ in Millions | Mar. 31, 2018USD ($) |
Revenue From Contract With Customer [Abstract] | |
Deferred revenues, Remaining Performance Obligation | $ 199 |
Deferred Revenues, Expected Revenue Recognition Period, Q2 2018 | 145 |
Deferred Revenues, Expected Revenue Recognition Period, Q4 2018 | 54 |
Deferred Expenses, Remaining Performance Obligation | 83 |
Deferred Expenses, Expected Expense Recognition Period, Q2 2018 | 59 |
Deferred Expenses, Expected Expense Recognition Period, Q4 2018 | $ 24 |
Revenue from Contracts with C52
Revenue from Contracts with Customers - Remaining Transaction Price (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Advanced deposits | |
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |
Remaining Transaction Price | $ 92 |
Recognition Period | 18 months |
Recognition Method | Upon customer stays |
Club Activation Fees | |
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |
Remaining Transaction Price | $ 56 |
Recognition Period | 7 years |
Recognition Method | Straight-line basis over average inventory holding period |
Club Bonus Points | |
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |
Remaining Transaction Price | $ 52 |
Recognition Period | 24 months |
Recognition Method | Upon redemption |
Revenue from Contracts with C53
Revenue from Contracts with Customers - Schedule of Impact of New Revenue Guidance on Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
ASSETS | |||
Cash and cash equivalents | $ 85 | $ 246 | |
Restricted cash | 69 | 51 | |
Accounts receivable, net of allowance for doubtful accounts | 117 | 112 | |
Timeshare financing receivables, net | 1,074 | 1,071 | |
Inventory | 564 | 509 | |
Property and equipment, net | 235 | 238 | |
Investment in unconsolidated affiliates | 37 | 41 | |
Intangible assets, net | 73 | 72 | |
Other assets | 111 | 44 | |
TOTAL ASSETS (variable interest entities - $432 and $471) | 2,365 | 2,384 | |
Liabilities: | |||
Accounts payable, accrued expenses and other | 296 | 339 | |
Advanced deposits | 92 | 104 | |
Debt, net | 479 | 482 | |
Non-recourse debt, net | 544 | 583 | |
Deferred revenues | 326 | 109 | |
Deferred income tax liabilities | 228 | 249 | |
Total liabilities (variable interest entities - $416 and $455) | 1,965 | 1,866 | |
Commitments and contingencies | |||
Equity: | |||
Preferred stock, $0.01 par value; 300,000,000 authorized shares, none issued or outstanding as of March 31, 2018 and December 31, 2017 | 0 | 0 | |
Common stock, $0.01 par value; 3,000,000,000 authorized shares, 96,821,553 issued and outstanding as of March 31, 2018 and 99,136,304 issued and outstanding as of December 31, 2017 | 1 | 1 | |
Additional paid-in capital | 161 | 162 | |
Accumulated retained earnings | 238 | 355 | |
Total equity | 400 | 518 | |
TOTAL LIABILITIES AND EQUITY | 2,365 | $ 2,384 | |
Topic 606 | |||
ASSETS | |||
Cash and cash equivalents | $ 246 | ||
Restricted cash | 51 | ||
Accounts receivable, net of allowance for doubtful accounts | 112 | ||
Timeshare financing receivables, net | 1,071 | ||
Inventory | 539 | ||
Property and equipment, net | 238 | ||
Investment in unconsolidated affiliates | 41 | ||
Intangible assets, net | 72 | ||
Other assets | 60 | ||
TOTAL ASSETS (variable interest entities - $432 and $471) | 2,430 | ||
Liabilities: | |||
Accounts payable, accrued expenses and other | 341 | ||
Advanced deposits | 87 | ||
Debt, net | 482 | ||
Non-recourse debt, net | 583 | ||
Deferred revenues | 221 | ||
Deferred income tax liabilities | 236 | ||
Total liabilities (variable interest entities - $416 and $455) | 1,950 | ||
Commitments and contingencies | |||
Equity: | |||
Preferred stock, $0.01 par value; 300,000,000 authorized shares, none issued or outstanding as of March 31, 2018 and December 31, 2017 | 0 | ||
Common stock, $0.01 par value; 3,000,000,000 authorized shares, 96,821,553 issued and outstanding as of March 31, 2018 and 99,136,304 issued and outstanding as of December 31, 2017 | 1 | ||
Additional paid-in capital | 162 | ||
Accumulated retained earnings | 317 | ||
Total equity | 480 | ||
TOTAL LIABILITIES AND EQUITY | 2,430 | ||
Topic 606 | Effects of ASC 606 | |||
ASSETS | |||
Cash and cash equivalents | 0 | 0 | |
Restricted cash | 0 | 0 | |
Accounts receivable, net of allowance for doubtful accounts | 0 | 0 | |
Timeshare financing receivables, net | 0 | 0 | |
Inventory | (48) | 30 | |
Property and equipment, net | 0 | 0 | |
Investment in unconsolidated affiliates | 0 | 0 | |
Intangible assets, net | 0 | 0 | |
Other assets | (23) | 16 | |
TOTAL ASSETS (variable interest entities - $432 and $471) | (71) | 46 | |
Liabilities: | |||
Accounts payable, accrued expenses and other | 7 | 2 | |
Advanced deposits | 17 | (17) | |
Debt, net | 0 | 0 | |
Non-recourse debt, net | 0 | 0 | |
Deferred revenues | (170) | 112 | |
Deferred income tax liabilities | 13 | (13) | |
Total liabilities (variable interest entities - $416 and $455) | (133) | 84 | |
Commitments and contingencies | |||
Equity: | |||
Preferred stock, $0.01 par value; 300,000,000 authorized shares, none issued or outstanding as of March 31, 2018 and December 31, 2017 | 0 | 0 | |
Common stock, $0.01 par value; 3,000,000,000 authorized shares, 96,821,553 issued and outstanding as of March 31, 2018 and 99,136,304 issued and outstanding as of December 31, 2017 | 0 | 0 | |
Additional paid-in capital | 0 | 0 | |
Accumulated retained earnings | 62 | (38) | |
Total equity | 62 | (38) | |
TOTAL LIABILITIES AND EQUITY | (71) | $ 46 | |
Topic 606 | Previous Accounting Guidance | |||
ASSETS | |||
Cash and cash equivalents | 85 | ||
Restricted cash | 69 | ||
Accounts receivable, net of allowance for doubtful accounts | 117 | ||
Timeshare financing receivables, net | 1,074 | ||
Inventory | 516 | ||
Property and equipment, net | 235 | ||
Investment in unconsolidated affiliates | 37 | ||
Intangible assets, net | 73 | ||
Other assets | 88 | ||
TOTAL ASSETS (variable interest entities - $432 and $471) | 2,294 | ||
Liabilities: | |||
Accounts payable, accrued expenses and other | 303 | ||
Advanced deposits | 109 | ||
Debt, net | 479 | ||
Non-recourse debt, net | 544 | ||
Deferred revenues | 156 | ||
Deferred income tax liabilities | 241 | ||
Total liabilities (variable interest entities - $416 and $455) | 1,832 | ||
Commitments and contingencies | |||
Equity: | |||
Preferred stock, $0.01 par value; 300,000,000 authorized shares, none issued or outstanding as of March 31, 2018 and December 31, 2017 | 0 | ||
Common stock, $0.01 par value; 3,000,000,000 authorized shares, 96,821,553 issued and outstanding as of March 31, 2018 and 99,136,304 issued and outstanding as of December 31, 2017 | 1 | ||
Additional paid-in capital | 161 | ||
Accumulated retained earnings | 300 | ||
Total equity | 462 | ||
TOTAL LIABILITIES AND EQUITY | $ 2,294 |
Revenue from Contracts with C54
Revenue from Contracts with Customers - Schedule of Impact of New Revenue Guidance on Condensed Consolidated Balance Sheet (Parenthetical) (Details) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Revenue From Contract With Customer [Abstract] | ||
Preferred Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, shares authorized | 300,000,000 | 300,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, shares authorized (in shares) | 3,000,000,000 | 3,000,000,000 |
Common Stock, shares issued (in shares) | 96,821,553 | 99,136,304 |
Common Stock, shares outstanding (in shares) | 96,821,553 | 99,136,304 |
Revenue from Contracts with C55
Revenue from Contracts with Customers - Schedule of Impact of New Revenue Guidance on Condensed Consolidated Statement of Operations (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
Revenues | |||
Sales of VOIs, net | $ 78,000,000 | $ 118,000,000 | |
Sales, marketing, brand and other fees | 125,000,000 | 130,000,000 | |
Financing | 38,000,000 | 35,000,000 | |
Resort and club management | 39,000,000 | 36,000,000 | |
Rental and ancillary services | 51,000,000 | 46,000,000 | |
Cost reimbursements | 36,000,000 | 34,000,000 | |
Total revenues | 367,000,000 | 399,000,000 | |
Expenses | |||
Cost of VOI sales | 19,000,000 | 33,000,000 | |
Sales and marketing | 161,000,000 | 152,000,000 | |
Financing | 11,000,000 | 10,000,000 | |
Resort and club management | 11,000,000 | 10,000,000 | |
Rental and ancillary services | 28,000,000 | 27,000,000 | |
General and administrative | 23,000,000 | 23,000,000 | |
Depreciation and amortization | 8,000,000 | 7,000,000 | |
License fee expense | 23,000,000 | 20,000,000 | |
Cost reimbursements | 36,000,000 | 34,000,000 | |
Total operating expenses | 320,000,000 | 316,000,000 | |
Interest expense | 7,000,000 | 7,000,000 | |
Equity in earnings from unconsolidated affiliates | 1,000,000 | 0 | |
Other loss, net | (1,000,000) | 0 | |
Income before income taxes | 40,000,000 | 76,000,000 | |
Income tax expense | (10,000,000) | (26,000,000) | |
Net income | [1] | $ 30,170,029 | $ 50,212,615 |
Earnings per share: | |||
Basic | $ 0.31 | $ 0.51 | |
Diluted | $ 0.30 | $ 0.51 | |
Topic 606 | Effects of ASC 606 | |||
Revenues | |||
Sales of VOIs, net | $ 59,000,000 | ||
Sales, marketing, brand and other fees | 4,000,000 | ||
Financing | 0 | ||
Resort and club management | 0 | ||
Rental and ancillary services | 0 | ||
Cost reimbursements | 0 | ||
Total revenues | 63,000,000 | ||
Expenses | |||
Cost of VOI sales | 18,000,000 | ||
Sales and marketing | 12,000,000 | ||
Financing | 0 | ||
Resort and club management | 0 | ||
Rental and ancillary services | 0 | ||
General and administrative | 0 | ||
Depreciation and amortization | 0 | ||
License fee expense | 0 | ||
Cost reimbursements | 0 | ||
Total operating expenses | 30,000,000 | ||
Interest expense | 0 | ||
Equity in earnings from unconsolidated affiliates | 0 | ||
Other loss, net | 0 | ||
Income before income taxes | 33,000,000 | ||
Income tax expense | (9,000,000) | ||
Net income | $ 24,000,000 | ||
Earnings per share: | |||
Basic | $ 0.24 | ||
Diluted | $ 0.24 | ||
Topic 606 | Previous Accounting Guidance | |||
Revenues | |||
Sales of VOIs, net | $ 137,000,000 | ||
Sales, marketing, brand and other fees | 129,000,000 | ||
Financing | 38,000,000 | ||
Resort and club management | 39,000,000 | ||
Rental and ancillary services | 51,000,000 | ||
Cost reimbursements | 36,000,000 | ||
Total revenues | 430,000,000 | ||
Expenses | |||
Cost of VOI sales | 37,000,000 | ||
Sales and marketing | 173,000,000 | ||
Financing | 11,000,000 | ||
Resort and club management | 11,000,000 | ||
Rental and ancillary services | 28,000,000 | ||
General and administrative | 23,000,000 | ||
Depreciation and amortization | 8,000,000 | ||
License fee expense | 23,000,000 | ||
Cost reimbursements | 36,000,000 | ||
Total operating expenses | 350,000,000 | ||
Interest expense | 7,000,000 | ||
Equity in earnings from unconsolidated affiliates | 1,000,000 | ||
Other loss, net | (1,000,000) | ||
Income before income taxes | 73,000,000 | ||
Income tax expense | (19,000,000) | ||
Net income | $ 54,000,000 | ||
Earnings per share: | |||
Basic | $ 0.55 | ||
Diluted | $ 0.54 | ||
[1] | Net income for the three months ended March 31, 2018 and 2017 was $30,170,029 and $50,212,615, respectively. |
Revenue from Contracts with C56
Revenue from Contracts with Customers - Schedule of Impact of New Revenue Guidance on Condensed Consolidated Statement of Cash Flows (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Net income | [1] | $ 30,170,029 | $ 50,212,615 |
Adjustments to reconcile net income to net cash provided by operating activities | 17,000,000 | ||
Net changes in assets and liabilities: | |||
Accounts receivable, net | (5,000,000) | 8,000,000 | |
Timeshare financing receivables, net | (15,000,000) | (4,000,000) | |
Inventory | (19,000,000) | 6,000,000 | |
Other assets | (51,000,000) | (29,000,000) | |
Accounts payable, accrued expenses and other | (42,000,000) | 36,000,000 | |
Advanced deposits | 5,000,000 | 4,000,000 | |
Deferred revenues | 105,000,000 | 36,000,000 | |
Net cash provided by operating activities | 25,000,000 | $ 135,000,000 | |
Topic 606 | Previous Accounting Guidance | |||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Net income | 54,000,000 | ||
Adjustments to reconcile net income to net cash provided by operating activities | 17,000,000 | ||
Net changes in assets and liabilities: | |||
Accounts receivable, net | (5,000,000) | ||
Timeshare financing receivables, net | (15,000,000) | ||
Inventory | (1,000,000) | ||
Other assets | (44,000,000) | ||
Accounts payable, accrued expenses and other | (32,000,000) | ||
Advanced deposits | 5,000,000 | ||
Deferred revenues | 46,000,000 | ||
Net cash provided by operating activities | $ 25,000,000 | ||
[1] | Net income for the three months ended March 31, 2018 and 2017 was $30,170,029 and $50,212,615, respectively. |
Restricted Cash - Schedule of R
Restricted Cash - Schedule of Restricted Cash (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | $ 69 | $ 51 |
Escrow deposits on VOI sales | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | 44 | 29 |
Reserves related to non-recourse debt | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | $ 25 | $ 22 |
Timeshare Financing Receivabl58
Timeshare Financing Receivables - Schedule of Timeshare Financing Receivables (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Timeshare financing receivables | $ 1,218 | $ 1,212 | ||
Less: allowance for loan loss | (144) | (141) | $ (124) | $ (120) |
Timeshare financing receivables, net | 1,074 | 1,071 | ||
Securitized and Pledged | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Timeshare financing receivables | 429 | 471 | ||
Less: allowance for loan loss | (22) | (27) | (37) | (9) |
Timeshare financing receivables, net | 407 | 444 | ||
Unsecuritized | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Timeshare financing receivables | 789 | 741 | ||
Less: allowance for loan loss | (122) | (114) | $ (87) | $ (111) |
Timeshare financing receivables, net | $ 667 | $ 627 |
Timeshare Financing Receivabl59
Timeshare Financing Receivables - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Financing receivable, weighted average interest rate (as a percent) | 12.20% | ||
Financing receivable, weighted average remaining term (in years) | 7 years 8 months 12 days | ||
Financing receivable weighted average maturities year | 2,029 | ||
Timeshare financing receivable not accruing interest | $ 57,000,000 | $ 49,000,000 | |
Non-recourse Debt | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 450,000,000 | ||
Gross timeshare receivables securing the Timeshare Facility | $ 252,000,000 | $ 143,000,000 | |
Minimum | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Financing receivable, stated interest rate (as a percent) | 5.30% | ||
Maximum | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Financing receivable, stated interest rate (as a percent) | 20.50% |
Timeshare Financing Receivabl60
Timeshare Financing Receivables - Maturities of Financing Receivables (Details) $ in Millions | Mar. 31, 2018USD ($) |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
2018 (remaining) | $ 112 |
2,019 | 136 |
2,020 | 139 |
2,021 | 139 |
2,022 | 138 |
Thereafter | 554 |
Timeshare financing receivable maturities, gross | 1,218 |
Less: allowance for loan loss | (144) |
Timeshare financing receivable maturities, net | 1,074 |
Securitized and Pledged | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
2018 (remaining) | 53 |
2,019 | 69 |
2,020 | 67 |
2,021 | 61 |
2,022 | 54 |
Thereafter | 125 |
Timeshare financing receivable maturities, gross | 429 |
Less: allowance for loan loss | (22) |
Timeshare financing receivable maturities, net | 407 |
Unsecuritized | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
2018 (remaining) | 59 |
2,019 | 67 |
2,020 | 72 |
2,021 | 78 |
2,022 | 84 |
Thereafter | 429 |
Timeshare financing receivable maturities, gross | 789 |
Less: allowance for loan loss | (122) |
Timeshare financing receivable maturities, net | $ 667 |
Timeshare Financing Receivabl61
Timeshare Financing Receivables - Financing Receivable by FICO Score (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Financing Receivable, Recorded Investment [Line Items] | ||
Timeshare financing receivables | $ 1,218 | $ 1,212 |
More than 700 | ||
Financing Receivable, Recorded Investment [Line Items] | ||
Timeshare financing receivables | 790 | 770 |
600-699 | ||
Financing Receivable, Recorded Investment [Line Items] | ||
Timeshare financing receivables | 228 | 225 |
Less than 600 | ||
Financing Receivable, Recorded Investment [Line Items] | ||
Timeshare financing receivables | 28 | 28 |
No score | ||
Financing Receivable, Recorded Investment [Line Items] | ||
Timeshare financing receivables | $ 172 | $ 189 |
Timeshare Financing Receivabl62
Timeshare Financing Receivables - Past Due Financing Receivables (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
Current | $ 1,143 | $ 1,147 |
Financing receivable, past due | 1,218 | 1,212 |
Securitized and Pledged | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
Current | 419 | 462 |
Financing receivable, past due | 429 | 471 |
Unsecuritized | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
Current | 724 | 685 |
Financing receivable, past due | 789 | 741 |
31 - 90 days past due | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
Financing receivable, past due | 18 | 16 |
31 - 90 days past due | Securitized and Pledged | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
Financing receivable, past due | 6 | 6 |
31 - 90 days past due | Unsecuritized | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
Financing receivable, past due | 12 | 10 |
91 - 120 days past due | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
Financing receivable, past due | 6 | 5 |
91 - 120 days past due | Securitized and Pledged | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
Financing receivable, past due | 2 | 1 |
91 - 120 days past due | Unsecuritized | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
Financing receivable, past due | 4 | 4 |
121 days and greater past due | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
Financing receivable, past due | 51 | 44 |
121 days and greater past due | Securitized and Pledged | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
Financing receivable, past due | 2 | 2 |
121 days and greater past due | Unsecuritized | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
Financing receivable, past due | $ 49 | $ 42 |
Timeshare Financing Receivabl63
Timeshare Financing Receivables - Schedule of Change in Allowance For Loss (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||
Allowance for loan loss, beginning balance | $ 141 | $ 120 |
Write-offs | (9) | (7) |
Securitization | 0 | |
Provision for loan loss | 12 | 11 |
Allowance for loan loss, ending balance | 144 | 124 |
Securitized and Pledged | ||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||
Allowance for loan loss, beginning balance | 27 | 9 |
Write-offs | 0 | 0 |
Securitization | 28 | |
Provision for loan loss | (5) | |
Allowance for loan loss, ending balance | 22 | 37 |
Unsecuritized | ||
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||
Allowance for loan loss, beginning balance | 114 | 111 |
Write-offs | (9) | (7) |
Securitization | (28) | |
Provision for loan loss | 17 | 11 |
Allowance for loan loss, ending balance | $ 122 | $ 87 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory, Noncurrent (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Completed unsold VOIs | $ 191 | $ 191 |
Construction in process | 115 | 60 |
Land, infrastructure and other | 258 | 258 |
Inventory | $ 564 | $ 509 |
Inventory - Additional informat
Inventory - Additional information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Inventory [Line Items] | |||
Cost of VOI sales (less than for the $1 million) | $ 19 | $ 33 | |
Increase (decrease) in inventories due to the true up of cost of sale (less than for the $1 million) | 19 | $ (6) | |
Time Share | |||
Inventory [Line Items] | |||
Cost of VOI sales (less than for the $1 million) | 5 | $ 4 | |
Increase (decrease) in inventories due to the true up of cost of sale (less than for the $1 million) | $ 5 | $ 4 |
Inventory - Schedule of Expense
Inventory - Schedule of Expenses Incurred, Recorded in Cost of VOI Sales (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | ||
Cost of VOI sales related to fee-for-service upgrades | $ 6 | $ 11 |
Consolidated Variable Interes67
Consolidated Variable Interest Entities - Additional Information (Details) | 3 Months Ended | ||
Mar. 31, 2018USD ($)entity | Mar. 31, 2017USD ($) | Dec. 31, 2017entity | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||
Number of VIEs consolidated | entity | 3 | 3 | |
Financial or other support to any VIEs | $ | $ 0 | $ 0 |
Consolidated Variable Interes68
Consolidated Variable Interest Entities - Schedule of Consolidated Variable Interest Entities (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Variable Interest Entity [Line Items] | ||
Assets, variable interest entity | $ 432 | $ 471 |
Liabilities, variable interest entity | 416 | 455 |
Variable Interest Entity, Primary Beneficiary | Restricted cash | ||
Variable Interest Entity [Line Items] | ||
Assets, variable interest entity | 18 | 18 |
Variable Interest Entity, Primary Beneficiary | Timeshare financing receivables, net | ||
Variable Interest Entity [Line Items] | ||
Assets, variable interest entity | 407 | 445 |
Variable Interest Entity, Primary Beneficiary | Non-recourse debt | ||
Variable Interest Entity [Line Items] | ||
Liabilities, variable interest entity | $ 415 | $ 454 |
Investment in Unconsolidated 69
Investment in Unconsolidated Affiliates - Additional Information (Details) $ in Millions | Mar. 31, 2018USD ($)unitAffiliate | Jan. 17, 2018USD ($) | Mar. 31, 2018USD ($)unit | Dec. 31, 2017USD ($) |
Schedule Of Investments [Line Items] | ||||
Number of unconsolidated affiliates | Affiliate | 2 | |||
Debt | $ 479 | $ 479 | $ 482 | |
Investment in unconsolidated affiliates | $ 37 | 37 | 41 | |
1776 Holding, LLC | ||||
Schedule Of Investments [Line Items] | ||||
Cash contributed to an equity method investment | $ 5 | |||
Equity method investment, ownership percentage | 50.00% | 50.00% | ||
Number of real estate units | unit | 99 | 99 | ||
BRE Ace LLC | ||||
Schedule Of Investments [Line Items] | ||||
Cash contribution from investment | $ 10 | |||
BRE Ace LLC | Variable Interest Entity | ||||
Schedule Of Investments [Line Items] | ||||
Return on investment | $ 9 | |||
BRE Ace LLC and 1776 Holding, LLC | ||||
Schedule Of Investments [Line Items] | ||||
Debt | $ 491 | $ 491 | $ 488 |
Other Assets - Schedule of Othe
Other Assets - Schedule of Other Assets (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Inventory deposits | $ 16 | |
Deferred selling, marketing, general and administrative expenses | 26 | $ 3 |
Prepaid expenses | 46 | 18 |
Other | 23 | 23 |
Other Assets | $ 111 | $ 44 |
Deferred Revenues - Schedule of
Deferred Revenues - Schedule of Deferred Revenues (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenues | $ 326 | $ 109 |
Deferred VOI Sales | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenues | 222 | 45 |
Club Activation Fees | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenues | 56 | 54 |
Club Membership Fees | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenues | 40 | 0 |
Other | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenues | $ 8 | $ 10 |
Debt & Non-recourse Debt - Sche
Debt & Non-recourse Debt - Schedule of Outstanding Borrowings (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 487 | $ 490 |
Less: unamortized deferred financing costs and discount | (8) | (8) |
Long-term debt | 479 | 482 |
Line of Credit | Term loan with an average rate of 4.133%, due 2021 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 187 | 190 |
Less: unamortized deferred financing costs and discount | (1) | (1) |
Line of Credit | Senior notes with a rate of 6.125%, due 2024 | ||
Debt Instrument [Line Items] | ||
Less: unamortized deferred financing costs and discount | (7) | (7) |
Senior Notes | Senior notes with a rate of 6.125%, due 2024 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 300 | 300 |
Non-recourse Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 549 | 588 |
Less: unamortized deferred financing costs and discount | (5) | (5) |
Long-term debt | 544 | 583 |
Non-recourse Debt | Timeshare Facility with an average rate of 2.884%, due 2020 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 129 | 129 |
Less: unamortized deferred financing costs and discount | (4) | (2) |
Non-recourse Debt | Securitized Debt with an average rate of 2.443%, due 2028 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 420 | $ 459 |
Debt & Non-recourse Debt - Sc73
Debt & Non-recourse Debt - Schedule of Outstanding Borrowings (Parenthetical) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Debt instrument, average interest rate | 5.359% | 5.229% |
Less: unamortized deferred financing costs and discount | $ (8) | $ (8) |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Less: unamortized deferred financing costs and discount | $ (1) | $ (2) |
Line of Credit | Term loan with an average rate of 4.133%, due 2021 | ||
Debt Instrument [Line Items] | ||
Debt instrument, average interest rate | 4.133% | 4.133% |
Debt instrument, maturity year | 2,021 | 2,021 |
Less: unamortized deferred financing costs and discount | $ (1) | $ (1) |
Line of Credit | Senior notes with a rate of 6.125%, due 2024 | ||
Debt Instrument [Line Items] | ||
Less: unamortized deferred financing costs and discount | $ (7) | $ (7) |
Senior Notes | Senior notes with a rate of 6.125%, due 2024 | ||
Debt Instrument [Line Items] | ||
Debt instrument, maturity year | 2,024 | 2,024 |
Debt instrument, stated interest rate | 6.125% | 6.125% |
Non-recourse Debt | ||
Debt Instrument [Line Items] | ||
Debt instrument, average interest rate | 2.547% | 2.492% |
Less: unamortized deferred financing costs and discount | $ (5) | $ (5) |
Non-recourse Debt | Timeshare Facility with an average rate of 2.884%, due 2020 | ||
Debt Instrument [Line Items] | ||
Debt instrument, average interest rate | 2.884% | 2.884% |
Debt instrument, maturity year | 2,020 | 2,020 |
Less: unamortized deferred financing costs and discount | $ (4) | $ (2) |
Non-recourse Debt | Securitized Debt with an average rate of 2.443%, due 2028 | ||
Debt Instrument [Line Items] | ||
Debt instrument, average interest rate | 2.443% | 2.443% |
Debt instrument, maturity year | 2,028 | 2,028 |
Debt & Non-recourse Debt - Addi
Debt & Non-recourse Debt - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Debt issuance costs | $ 8 | $ 8 |
Restricted cash | 69 | 51 |
Reserves related to non-recourse debt | ||
Debt Instrument [Line Items] | ||
Restricted cash | $ 25 | 22 |
Timeshare Facility with an average rate of 2.884%, due 2020 | ||
Debt Instrument [Line Items] | ||
Extended commitment termination date | 2020-03 | |
Timeshare Facility with an average rate of 2.884%, due 2020 | Other Assets | ||
Debt Instrument [Line Items] | ||
Debt issuance costs | $ 2 | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Letters of credit outstanding, amount | 1 | 1 |
Debt issuance costs | $ 1 | $ 2 |
Debt & Non-recourse Debt - Sc75
Debt & Non-recourse Debt - Schedule of Contractual Maturities of Debt (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
2018 (remaining) | $ 7 | |
2,019 | 10 | |
2,020 | 10 | |
2,021 | 160 | |
2,022 | 0 | |
Thereafter | 300 | |
Long-term debt | 487 | $ 490 |
Non-recourse Debt | ||
Debt Instrument [Line Items] | ||
2018 (remaining) | 105 | |
2,019 | 125 | |
2,020 | 217 | |
2,021 | 33 | |
2,022 | 25 | |
Thereafter | 44 | |
Long-term debt | 549 | $ 588 |
Debt and Non-recourse Debt | ||
Debt Instrument [Line Items] | ||
2018 (remaining) | 112 | |
2,019 | 135 | |
2,020 | 227 | |
2,021 | 193 | |
2,022 | 25 | |
Thereafter | 344 | |
Long-term debt | $ 1,036 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Carrying and Estimated Fair Value Amounts (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Carrying Amount | ||
Assets: | ||
Timeshare financing receivables, net | $ 1,074 | $ 1,071 |
Liabilities: | ||
Debt, net | 479 | 482 |
Non-recourse debt, net | 544 | 583 |
Level 1 | ||
Assets: | ||
Timeshare financing receivables, net | 0 | 0 |
Liabilities: | ||
Debt, net | 322 | 329 |
Non-recourse debt, net | 0 | 0 |
Level 3 | ||
Assets: | ||
Timeshare financing receivables, net | 1,299 | 1,292 |
Liabilities: | ||
Debt, net | 191 | 194 |
Non-recourse debt, net | $ 537 | $ 577 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | Mar. 31, 2018USD ($) |
Fair Value Disclosures [Abstract] | |
Assets measured at fair value on recurring basis | $ 0 |
Liabilities measured at fair value on recurring basis | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate (as a percent) | 25.00% | 34.00% |
Adjustment to previously disclosed provisional amounts of the Act's effect | $ 0 | |
GILTI tax net of foreign tax credit | $ 0 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Allocated share-based compensation expense | $ 3 | $ 3 |
Unrecognized compensation costs for unvested awards | $ 25 | |
Unrecognized compensation costs, weighted average period for recognition | 2 years 2 months 12 days | |
Shares of common stock available for future issuance | 7,130,779 | |
Restricted Stock Units (RSUs) | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares issued (in shares) | 259,366 | |
Grant date fair value (in dollars per share) | $ 46.62 | |
Restricted Stock Units (RSUs) | Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Award vesting period | 3 years | |
Stock Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares issued (in shares) | 305,776 | |
Exercise price (in dollars per share) | $ 46.62 | |
Grant date fair value (in dollars per share) | $ 14.82 | |
Stock options exercisable (in shares) | 388,999 | |
Stock Options | Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Award vesting period | 3 years | |
Performance Shares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares issued (in shares) | 42,095 | |
Grant date fair value (in dollars per share) | $ 46.62 | |
Award vesting period | 3 years | |
Performance Shares | Tranche One | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Award vesting percentage | 70.00% | |
Performance Shares | VOI sale | Tranche Two | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Award vesting percentage | 30.00% |
Share-Based Compensation - Opti
Share-Based Compensation - Options Assumptions (Details) - Stock Options | 3 Months Ended |
Mar. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected volatility | 26.60% |
Dividend yield | 0.00% |
Risk-free rate | 2.70% |
Expected term (in years) | 6 years |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average shares outstanding, Basic | 98,620,957 | 98,798,007 |
Weighted average shares outstanding, diluted | 99,487,013 | 99,339,928 |
Stock Compensation Plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of EPS | 136,675 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
Numerator: | |||
Net income | [1] | $ 30,170,029 | $ 50,212,615 |
Denominator: | |||
Weighted average shares outstanding, Basic | 98,620,957 | 98,798,007 | |
Basic EPS | $ 0.31 | $ 0.51 | |
Denominator: | |||
Weighted average shares outstanding, diluted | 99,487,013 | 99,339,928 | |
Diluted EPS | $ 0.30 | $ 0.51 | |
[1] | Net income for the three months ended March 31, 2018 and 2017 was $30,170,029 and $50,212,615, respectively. |
Earnings Per Share - Schedule83
Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Parenthetical) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
Earnings Per Share [Abstract] | |||
Net income | [1] | $ 30,170,029 | $ 50,212,615 |
[1] | Net income for the three months ended March 31, 2018 and 2017 was $30,170,029 and $50,212,615, respectively. |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 23, 2018 | Mar. 14, 2018 | Mar. 13, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Jul. 31, 2017 |
Related Party Transaction [Line Items] | ||||||
Equity in earnings from unconsolidated affiliates | $ 1 | $ 0 | ||||
BRE Ace Holdings | ||||||
Related Party Transaction [Line Items] | ||||||
Commission and other fees | 32 | 0 | ||||
Equity in earnings from unconsolidated affiliates | 1 | |||||
Equity method investment, ownership percentage | 25.00% | |||||
Due from related parties | $ 30 | |||||
1776 Holding, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Equity method investment, ownership percentage | 50.00% | |||||
Cash contributed to an equity method investment | $ 5 | |||||
Blackstone | ||||||
Related Party Transaction [Line Items] | ||||||
Commission and other fees | $ 51 | |||||
Master Amendment And Option Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock sale restricted period | 2 years | |||||
Stockholders agreement amendment date | Oct. 24, 2016 | |||||
Stock repurchase through exercise of options | 2,500,000 | |||||
Shares issued price per share | $ 44.75 | |||||
Master Amendment And Option Agreement | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Sale of stock (in shares) | 24,750,000 | |||||
Number of shares grant to repurchase | 4,340,000 | |||||
Underwriting Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Sale of stock completion date | Mar. 19, 2018 | |||||
Underwriting Agreement | Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Shares issued price per share | $ 44.75 | |||||
Number of common stock shares | 22,250,000 | |||||
Stock price per share | $ 0.01 |
Related Party Transactions - Su
Related Party Transactions - Summary of Amounts Included in Condensed Consolidated Statements of Operations Related to Fee for Service Arrangement (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
BRE Ace Holdings | ||
Related Party Transaction [Line Items] | ||
Commission and other fees | $ 32 | $ 0 |
Business Segments - Additional
Business Segments - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2018segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Business Segments - Schedule of
Business Segments - Schedule of Segment Revenues Reconciled to Consolidated Amounts (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenues | $ 367 | $ 399 |
Cost reimbursements | 36 | 34 |
Real Estate and Financing Segment | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenues | 241 | |
Resort operations and club management | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenues | 98 | |
Operating segments | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenues | 339 | 371 |
Operating segments | Real Estate and Financing Segment | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenues | 241 | 283 |
Operating segments | Resort operations and club management | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenues | 98 | 88 |
Segment Reconciling Items | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Cost reimbursements | 36 | 34 |
Intersegment eliminations | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total revenues | $ (8) | $ (6) |
Business Segments - Schedule 88
Business Segments - Schedule of Segment Revenues Reconciled to Consolidated Amounts (Parenthetical) (Details) - Intersegment eliminations - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Charges for discounts on property stays | $ 8 | $ 6 |
Maximum | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Rental expense for model units | $ 1 | $ 1 |
Business Segments - Schedule 89
Business Segments - Schedule of Adjusted EBITDA Reconciled to Net Income (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
General and administrative | $ (23,000,000) | $ (23,000,000) | |
Depreciation and amortization | (8,000,000) | (7,000,000) | |
License fee expense | (23,000,000) | (20,000,000) | |
Other loss, net | (1,000,000) | 0 | |
Interest expense | (7,000,000) | (7,000,000) | |
Income tax expense | (10,000,000) | (26,000,000) | |
Equity in earnings from unconsolidated affiliates | 1,000,000 | 0 | |
Net income | [1] | 30,170,029 | 50,212,615 |
Operating segments | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Segment Adjusted EBITDA | 103,000,000 | 134,000,000 | |
Operating segments | Real Estate and Financing Segment | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Segment Adjusted EBITDA | 44,000,000 | 83,000,000 | |
Operating segments | Resort operations and club management | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Segment Adjusted EBITDA | 59,000,000 | 51,000,000 | |
Segment Reconciling Items | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
General and administrative | (23,000,000) | (23,000,000) | |
Depreciation and amortization | (8,000,000) | (7,000,000) | |
License fee expense | (23,000,000) | (20,000,000) | |
Other loss, net | (1,000,000) | 0 | |
Interest expense | (7,000,000) | (7,000,000) | |
Income tax expense | (10,000,000) | (26,000,000) | |
Equity in earnings from unconsolidated affiliates | 1,000,000 | 0 | |
Other adjustment items | $ (2,000,000) | $ (1,000,000) | |
[1] | Net income for the three months ended March 31, 2018 and 2017 was $30,170,029 and $50,212,615, respectively. |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Long-term Purchase Commitment [Line Items] | ||
Reasonably estimable of possible losses | $ 0 | |
Inventories | ||
Long-term Purchase Commitment [Line Items] | ||
Purchase commitment | $ 419,000,000 | |
Purchase commitment, period (in years) | 7 years | |
Purchase commitment, purchases made | $ 4,000,000 | $ 4,000,000 |
Commitments and Contingencies91
Commitments and Contingencies - Schedule of Remaining Purchase Obligations (Details) - Inventories $ in Millions | Mar. 31, 2018USD ($) |
Long-term Purchase Commitment [Line Items] | |
2018 (remaining) | $ 41 |
2,019 | 187 |
2,020 | 9 |
2,021 | 59 |
2,022 | 36 |
Thereafter | 87 |
Total | $ 419 |
Condensed Consolidating Guara92
Condensed Consolidating Guarantor Financial Information - Balance Sheet (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
ASSETS | ||
Cash and cash equivalents | $ 85 | $ 246 |
Restricted cash | 69 | 51 |
Accounts receivable, net | 117 | 112 |
Timeshare financing receivables, net | 1,074 | 1,071 |
Inventory | 564 | 509 |
Property and equipment, net | 235 | 238 |
Investment in unconsolidated affiliate | 37 | 41 |
Intangible assets, net | 73 | 72 |
Other assets | 111 | 44 |
Investments in subsidiaries | 0 | 0 |
TOTAL ASSETS (variable interest entities - $432 and $471) | 2,365 | 2,384 |
LIABILITIES AND EQUITY | ||
Accounts payable, accrued expenses and other | 296 | 339 |
Advanced deposits | 92 | 104 |
Debt | 479 | 482 |
Non-recourse debt, net | 544 | 583 |
Deferred revenues | 326 | 109 |
Deferred income tax liabilities | 228 | 249 |
Total equity | 400 | 518 |
TOTAL LIABILITIES AND EQUITY | 2,365 | 2,384 |
Eliminations | ||
ASSETS | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Accounts receivable, net | (6) | (6) |
Timeshare financing receivables, net | 0 | 0 |
Inventory | 0 | 0 |
Property and equipment, net | 0 | 0 |
Investment in unconsolidated affiliate | 0 | 0 |
Intangible assets, net | 0 | 0 |
Other assets | (1) | (1) |
Investments in subsidiaries | (1,474) | (1,598) |
TOTAL ASSETS (variable interest entities - $432 and $471) | (1,481) | (1,605) |
LIABILITIES AND EQUITY | ||
Accounts payable, accrued expenses and other | (7) | (7) |
Advanced deposits | 0 | 0 |
Debt | 0 | 0 |
Non-recourse debt, net | 0 | 0 |
Deferred revenues | 0 | 0 |
Deferred income tax liabilities | 0 | 0 |
Total equity | (1,474) | (1,598) |
TOTAL LIABILITIES AND EQUITY | (1,481) | (1,605) |
Parent | ||
ASSETS | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Accounts receivable, net | 0 | 0 |
Timeshare financing receivables, net | 0 | 0 |
Inventory | 0 | 0 |
Property and equipment, net | 0 | 0 |
Investment in unconsolidated affiliate | 0 | 0 |
Intangible assets, net | 0 | 0 |
Other assets | 0 | 0 |
Investments in subsidiaries | 400 | 518 |
TOTAL ASSETS (variable interest entities - $432 and $471) | 400 | 518 |
LIABILITIES AND EQUITY | ||
Accounts payable, accrued expenses and other | 0 | 0 |
Advanced deposits | 0 | 0 |
Debt | 0 | 0 |
Non-recourse debt, net | 0 | 0 |
Deferred revenues | 0 | 0 |
Deferred income tax liabilities | 0 | 0 |
Total equity | 400 | 518 |
TOTAL LIABILITIES AND EQUITY | 400 | 518 |
Issuers | ||
ASSETS | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Accounts receivable, net | 0 | 0 |
Timeshare financing receivables, net | 0 | 0 |
Inventory | 0 | 0 |
Property and equipment, net | 0 | 0 |
Investment in unconsolidated affiliate | 0 | 0 |
Intangible assets, net | 0 | 0 |
Other assets | 2 | 2 |
Investments in subsidiaries | 877 | 999 |
TOTAL ASSETS (variable interest entities - $432 and $471) | 879 | 1,001 |
LIABILITIES AND EQUITY | ||
Accounts payable, accrued expenses and other | 0 | 1 |
Advanced deposits | 0 | 0 |
Debt | 479 | 482 |
Non-recourse debt, net | 0 | 0 |
Deferred revenues | 0 | 0 |
Deferred income tax liabilities | 0 | 0 |
Total equity | 400 | 518 |
TOTAL LIABILITIES AND EQUITY | 879 | 1,001 |
Guarantors | ||
ASSETS | ||
Cash and cash equivalents | 74 | 230 |
Restricted cash | 45 | 29 |
Accounts receivable, net | 115 | 113 |
Timeshare financing receivables, net | 393 | 457 |
Inventory | 554 | 509 |
Property and equipment, net | 231 | 232 |
Investment in unconsolidated affiliate | 37 | 41 |
Intangible assets, net | 73 | 72 |
Other assets | 98 | 36 |
Investments in subsidiaries | 197 | 81 |
TOTAL ASSETS (variable interest entities - $432 and $471) | 1,817 | 1,800 |
LIABILITIES AND EQUITY | ||
Accounts payable, accrued expenses and other | 293 | 338 |
Advanced deposits | 92 | 104 |
Debt | 0 | 0 |
Non-recourse debt, net | 0 | 0 |
Deferred revenues | 326 | 109 |
Deferred income tax liabilities | 229 | 250 |
Total equity | 877 | 999 |
TOTAL LIABILITIES AND EQUITY | 1,817 | 1,800 |
Non-Guarantors | ||
ASSETS | ||
Cash and cash equivalents | 11 | 16 |
Restricted cash | 24 | 22 |
Accounts receivable, net | 8 | 5 |
Timeshare financing receivables, net | 681 | 614 |
Inventory | 10 | 0 |
Property and equipment, net | 4 | 6 |
Investment in unconsolidated affiliate | 0 | 0 |
Intangible assets, net | 0 | 0 |
Other assets | 12 | 7 |
Investments in subsidiaries | 0 | 0 |
TOTAL ASSETS (variable interest entities - $432 and $471) | 750 | 670 |
LIABILITIES AND EQUITY | ||
Accounts payable, accrued expenses and other | 10 | 7 |
Advanced deposits | 0 | 0 |
Debt | 0 | 0 |
Non-recourse debt, net | 544 | 583 |
Deferred revenues | 0 | 0 |
Deferred income tax liabilities | (1) | (1) |
Total equity | 197 | 81 |
TOTAL LIABILITIES AND EQUITY | $ 750 | $ 670 |
Condensed Consolidating Guara93
Condensed Consolidating Guarantor Financial Information - Statements of Operations (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | ||
Revenues | |||
Sales of VOIs, net | $ 78,000,000 | $ 118,000,000 | |
Sales, marketing, brand and other fees | 125,000,000 | 130,000,000 | |
Financing | 38,000,000 | 35,000,000 | |
Resort and club management | 39,000,000 | 36,000,000 | |
Rental and ancillary services | 51,000,000 | 46,000,000 | |
Cost reimbursements | 36,000,000 | 34,000,000 | |
Total revenues | 367,000,000 | 399,000,000 | |
Expenses | |||
Cost of VOI sales | 19,000,000 | 33,000,000 | |
Sales and marketing | 161,000,000 | 152,000,000 | |
Financing | 11,000,000 | 10,000,000 | |
Resort and club management | 11,000,000 | 10,000,000 | |
Rental and ancillary services | 28,000,000 | 27,000,000 | |
General and administrative | 23,000,000 | 23,000,000 | |
Depreciation and amortization | 8,000,000 | 7,000,000 | |
License fee expense | 23,000,000 | 20,000,000 | |
Cost reimbursements | 36,000,000 | 34,000,000 | |
Total operating expenses | 320,000,000 | 316,000,000 | |
Interest expense | (7,000,000) | (7,000,000) | |
Equity in earnings from unconsolidated affiliates | 1,000,000 | 0 | |
Other loss, net | (1,000,000) | 0 | |
Income before income taxes | 40,000,000 | 76,000,000 | |
Income tax expense | (10,000,000) | (26,000,000) | |
Income (loss) before equity in earnings (loss) from subsidiaries | 30,000,000 | 50,000,000 | |
Equity in earnings (loss) from subsidiaries | 0 | 0 | |
Net income | [1] | 30,170,029 | 50,212,615 |
Eliminations | |||
Revenues | |||
Sales of VOIs, net | 0 | 0 | |
Sales, marketing, brand and other fees | (2,000,000) | (4,000,000) | |
Financing | (1,000,000) | (2,000,000) | |
Resort and club management | 0 | 0 | |
Rental and ancillary services | 0 | 0 | |
Cost reimbursements | 0 | 0 | |
Total revenues | (3,000,000) | (6,000,000) | |
Expenses | |||
Cost of VOI sales | 0 | 0 | |
Sales and marketing | (2,000,000) | (4,000,000) | |
Financing | (1,000,000) | (2,000,000) | |
Resort and club management | 0 | 0 | |
Rental and ancillary services | 0 | 0 | |
General and administrative | 0 | 0 | |
Depreciation and amortization | 0 | 0 | |
License fee expense | 0 | 0 | |
Cost reimbursements | 0 | 0 | |
Total operating expenses | (3,000,000) | (6,000,000) | |
Interest expense | 0 | 0 | |
Equity in earnings from unconsolidated affiliates | 0 | ||
Other loss, net | 0 | ||
Income before income taxes | 0 | 0 | |
Income tax expense | 0 | ||
Income (loss) before equity in earnings (loss) from subsidiaries | 0 | 0 | |
Equity in earnings (loss) from subsidiaries | (79,000,000) | (128,000,000) | |
Net income | (79,000,000) | (128,000,000) | |
Parent | |||
Revenues | |||
Sales of VOIs, net | 0 | 0 | |
Sales, marketing, brand and other fees | 0 | 0 | |
Financing | 0 | 0 | |
Resort and club management | 0 | 0 | |
Rental and ancillary services | 0 | 0 | |
Cost reimbursements | 0 | 0 | |
Total revenues | 0 | 0 | |
Expenses | |||
Cost of VOI sales | 0 | 0 | |
Sales and marketing | 0 | 0 | |
Financing | 0 | 0 | |
Resort and club management | 0 | 0 | |
Rental and ancillary services | 0 | 0 | |
General and administrative | 0 | 0 | |
Depreciation and amortization | 0 | 0 | |
License fee expense | 0 | 0 | |
Cost reimbursements | 0 | 0 | |
Total operating expenses | 0 | 0 | |
Interest expense | 0 | 0 | |
Equity in earnings from unconsolidated affiliates | 0 | ||
Other loss, net | 0 | ||
Income before income taxes | 0 | 0 | |
Income tax expense | 0 | ||
Income (loss) before equity in earnings (loss) from subsidiaries | 0 | 0 | |
Equity in earnings (loss) from subsidiaries | 30,000,000 | 50,000,000 | |
Net income | 30,000,000 | 50,000,000 | |
Issuers | |||
Revenues | |||
Sales of VOIs, net | 0 | 0 | |
Sales, marketing, brand and other fees | 0 | 0 | |
Financing | 0 | 0 | |
Resort and club management | 0 | 0 | |
Rental and ancillary services | 0 | 0 | |
Cost reimbursements | 0 | 0 | |
Total revenues | 0 | 0 | |
Expenses | |||
Cost of VOI sales | 0 | 0 | |
Sales and marketing | 0 | 0 | |
Financing | 0 | 0 | |
Resort and club management | 0 | 0 | |
Rental and ancillary services | 0 | 0 | |
General and administrative | 0 | 0 | |
Depreciation and amortization | 0 | 0 | |
License fee expense | 0 | 0 | |
Cost reimbursements | 0 | 0 | |
Total operating expenses | 0 | 0 | |
Interest expense | (7,000,000) | (7,000,000) | |
Equity in earnings from unconsolidated affiliates | 0 | ||
Other loss, net | 0 | ||
Income before income taxes | (7,000,000) | (7,000,000) | |
Income tax expense | 0 | ||
Income (loss) before equity in earnings (loss) from subsidiaries | (7,000,000) | (7,000,000) | |
Equity in earnings (loss) from subsidiaries | 37,000,000 | 57,000,000 | |
Net income | 30,000,000 | 50,000,000 | |
Guarantors | |||
Revenues | |||
Sales of VOIs, net | 77,000,000 | 103,000,000 | |
Sales, marketing, brand and other fees | 126,000,000 | 134,000,000 | |
Financing | 20,000,000 | 15,000,000 | |
Resort and club management | 39,000,000 | 34,000,000 | |
Rental and ancillary services | 50,000,000 | 46,000,000 | |
Cost reimbursements | 35,000,000 | 33,000,000 | |
Total revenues | 347,000,000 | 365,000,000 | |
Expenses | |||
Cost of VOI sales | 19,000,000 | 32,000,000 | |
Sales and marketing | 161,000,000 | 151,000,000 | |
Financing | 5,000,000 | 5,000,000 | |
Resort and club management | 11,000,000 | 9,000,000 | |
Rental and ancillary services | 27,000,000 | 27,000,000 | |
General and administrative | 23,000,000 | 23,000,000 | |
Depreciation and amortization | 8,000,000 | 7,000,000 | |
License fee expense | 23,000,000 | 20,000,000 | |
Cost reimbursements | 35,000,000 | 33,000,000 | |
Total operating expenses | 312,000,000 | 307,000,000 | |
Interest expense | 0 | 0 | |
Equity in earnings from unconsolidated affiliates | 1,000,000 | ||
Other loss, net | (1,000,000) | ||
Income before income taxes | 35,000,000 | 58,000,000 | |
Income tax expense | (10,000,000) | (22,000,000) | |
Income (loss) before equity in earnings (loss) from subsidiaries | 25,000,000 | 36,000,000 | |
Equity in earnings (loss) from subsidiaries | 12,000,000 | 21,000,000 | |
Net income | 37,000,000 | 57,000,000 | |
Non-Guarantors | |||
Revenues | |||
Sales of VOIs, net | 1,000,000 | 15,000,000 | |
Sales, marketing, brand and other fees | 1,000,000 | 0 | |
Financing | 19,000,000 | 22,000,000 | |
Resort and club management | 0 | 2,000,000 | |
Rental and ancillary services | 1,000,000 | 0 | |
Cost reimbursements | 1,000,000 | 1,000,000 | |
Total revenues | 23,000,000 | 40,000,000 | |
Expenses | |||
Cost of VOI sales | 0 | 1,000,000 | |
Sales and marketing | 2,000,000 | 5,000,000 | |
Financing | 7,000,000 | 7,000,000 | |
Resort and club management | 0 | 1,000,000 | |
Rental and ancillary services | 1,000,000 | 0 | |
General and administrative | 0 | 0 | |
Depreciation and amortization | 0 | 0 | |
License fee expense | 0 | 0 | |
Cost reimbursements | 1,000,000 | 1,000,000 | |
Total operating expenses | 11,000,000 | 15,000,000 | |
Interest expense | 0 | 0 | |
Equity in earnings from unconsolidated affiliates | 0 | ||
Other loss, net | 0 | ||
Income before income taxes | 12,000,000 | 25,000,000 | |
Income tax expense | 0 | (4,000,000) | |
Income (loss) before equity in earnings (loss) from subsidiaries | 12,000,000 | 21,000,000 | |
Equity in earnings (loss) from subsidiaries | 0 | 0 | |
Net income | $ 12,000,000 | $ 21,000,000 | |
[1] | Net income for the three months ended March 31, 2018 and 2017 was $30,170,029 and $50,212,615, respectively. |
Condensed Consolidating Guara94
Condensed Consolidating Guarantor Financial Information - Statements of Cash Flows (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating Activities | ||
Net cash provided by operating activities | $ 25 | $ 135 |
Investing Activities | ||
Capital expenditures for property and equipment | (14) | (8) |
Software capitalization costs | (4) | (2) |
Return of investment from unconsolidated affiliates | 9 | 0 |
Investment in unconsolidated affiliates | (5) | 0 |
Net cash used in investing activities | (14) | (10) |
Financing Activities | ||
Repurchase and retirement of common stock | (112) | 0 |
Issuance of non-recourse debt | 0 | 350 |
Repayment of non-recourse debt | (39) | (344) |
Repayment of debt | (3) | (3) |
Debt issuance costs | (2) | (5) |
Payment of withholding taxes on vesting of restricted stock units | (1) | 0 |
Capital contribution | 3 | 0 |
Intercompany transfers | 0 | 0 |
Net cash used in financing activities | (154) | (2) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (143) | 123 |
Cash, cash equivalents and restricted cash, beginning of period | 297 | 151 |
Cash, cash equivalents and restricted cash, end of period | 154 | 274 |
Eliminations | ||
Operating Activities | ||
Net cash provided by operating activities | (3) | (10) |
Investing Activities | ||
Capital expenditures for property and equipment | 0 | 0 |
Software capitalization costs | 0 | 0 |
Return of investment from unconsolidated affiliates | 0 | |
Investment in unconsolidated affiliates | 0 | |
Net cash used in investing activities | 0 | 0 |
Financing Activities | ||
Repurchase and retirement of common stock | 0 | |
Issuance of non-recourse debt | 0 | |
Repayment of non-recourse debt | 0 | 0 |
Repayment of debt | 0 | (1) |
Debt issuance costs | 0 | 0 |
Payment of withholding taxes on vesting of restricted stock units | 0 | |
Capital contribution | 0 | |
Intercompany transfers | 3 | 11 |
Net cash used in financing activities | 3 | 10 |
Net (decrease) increase in cash, cash equivalents and restricted cash | 0 | 0 |
Cash, cash equivalents and restricted cash, beginning of period | 0 | 0 |
Cash, cash equivalents and restricted cash, end of period | 0 | 0 |
Parent | ||
Operating Activities | ||
Net cash provided by operating activities | 0 | 0 |
Investing Activities | ||
Capital expenditures for property and equipment | 0 | 0 |
Software capitalization costs | 0 | 0 |
Return of investment from unconsolidated affiliates | 0 | |
Investment in unconsolidated affiliates | 0 | |
Net cash used in investing activities | 0 | 0 |
Financing Activities | ||
Repurchase and retirement of common stock | 0 | |
Issuance of non-recourse debt | 0 | |
Repayment of non-recourse debt | 0 | 0 |
Repayment of debt | 0 | 0 |
Debt issuance costs | 0 | 0 |
Payment of withholding taxes on vesting of restricted stock units | 0 | |
Capital contribution | 0 | |
Intercompany transfers | 0 | 5 |
Net cash used in financing activities | 0 | 5 |
Net (decrease) increase in cash, cash equivalents and restricted cash | 0 | 5 |
Cash, cash equivalents and restricted cash, beginning of period | 0 | 0 |
Cash, cash equivalents and restricted cash, end of period | 0 | 5 |
Issuers | ||
Operating Activities | ||
Net cash provided by operating activities | (8) | (2) |
Investing Activities | ||
Capital expenditures for property and equipment | 0 | 0 |
Software capitalization costs | 0 | 0 |
Return of investment from unconsolidated affiliates | 0 | |
Investment in unconsolidated affiliates | 0 | |
Net cash used in investing activities | 0 | 0 |
Financing Activities | ||
Repurchase and retirement of common stock | (112) | |
Issuance of non-recourse debt | 0 | |
Repayment of non-recourse debt | 0 | 0 |
Repayment of debt | (3) | (2) |
Debt issuance costs | 0 | 0 |
Payment of withholding taxes on vesting of restricted stock units | (1) | |
Capital contribution | 3 | |
Intercompany transfers | 121 | 4 |
Net cash used in financing activities | 8 | 2 |
Net (decrease) increase in cash, cash equivalents and restricted cash | 0 | 0 |
Cash, cash equivalents and restricted cash, beginning of period | 0 | 0 |
Cash, cash equivalents and restricted cash, end of period | 0 | 0 |
Guarantors | ||
Operating Activities | ||
Net cash provided by operating activities | 103 | 64 |
Investing Activities | ||
Capital expenditures for property and equipment | (12) | (6) |
Software capitalization costs | (4) | (2) |
Return of investment from unconsolidated affiliates | 9 | |
Investment in unconsolidated affiliates | (5) | |
Net cash used in investing activities | (12) | (8) |
Financing Activities | ||
Repurchase and retirement of common stock | 0 | |
Issuance of non-recourse debt | 0 | |
Repayment of non-recourse debt | 0 | 0 |
Repayment of debt | 0 | 0 |
Debt issuance costs | 0 | 0 |
Payment of withholding taxes on vesting of restricted stock units | 0 | |
Capital contribution | 0 | |
Intercompany transfers | (231) | 40 |
Net cash used in financing activities | (231) | 40 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (140) | 96 |
Cash, cash equivalents and restricted cash, beginning of period | 259 | 128 |
Cash, cash equivalents and restricted cash, end of period | 119 | 224 |
Non-Guarantors | ||
Operating Activities | ||
Net cash provided by operating activities | (67) | 83 |
Investing Activities | ||
Capital expenditures for property and equipment | (2) | (2) |
Software capitalization costs | 0 | 0 |
Return of investment from unconsolidated affiliates | 0 | |
Investment in unconsolidated affiliates | 0 | |
Net cash used in investing activities | (2) | (2) |
Financing Activities | ||
Repurchase and retirement of common stock | 0 | |
Issuance of non-recourse debt | 350 | |
Repayment of non-recourse debt | (39) | (344) |
Repayment of debt | 0 | 0 |
Debt issuance costs | (2) | (5) |
Payment of withholding taxes on vesting of restricted stock units | 0 | |
Capital contribution | 0 | |
Intercompany transfers | 107 | (60) |
Net cash used in financing activities | 66 | (59) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (3) | 22 |
Cash, cash equivalents and restricted cash, beginning of period | 38 | 23 |
Cash, cash equivalents and restricted cash, end of period | $ 35 | $ 45 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Revolving Credit Facility - Subsequent Event | 1 Months Ended |
Apr. 30, 2018USD ($) | |
Subsequent Event [Line Items] | |
Line of credit facility, borrowed capacity | $ 100,000,000 |
Interest rate on revolving credit facility description | one-month LIBOR |
LIBOR | |
Subsequent Event [Line Items] | |
Interest rate on revolving credit facility | 2.25% |