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8-K - 8-K - CHOICE HOTELS INTERNATIONAL INC /DEchh063020208-k.htm


Exhibit 99.1


choicea21.jpg


For Immediate Release




CHOICE HOTELS INTERNATIONAL REPORTS 2020 SECOND QUARTER RESULTS
Second quarter year-over-year change in domestic RevPAR outperformed overall industry by over 20 percentage points; awarded 93 new domestic franchise agreements in the quarter

ROCKVILLE, Md., Aug. 6, 2020 - Choice Hotels International, Inc. (NYSE: CHH), one of the world's largest lodging franchisors, today reported its results for the three and six months ended June 30, 2020.

“The resilience of our asset-light, franchise-focused business model, combined with our winning strategy to grow the right brands in the right markets, has allowed us to capture an outsized share of demand as Americans continue to return to travel,” said Patrick Pacious, president and chief executive officer, Choice Hotels. “We believe that our predominantly leisure focus and strength in domestic drive-to markets will allow us to continue to outperform the overall industry during the recovery phase. We are optimistic that our long-term view, strong balance sheet, disciplined capital allocation strategy, proven brands and compelling franchisee value proposition will help us emerge from the crisis in a position of strength.”

In the second quarter of 2020, Choice Hotels continued to implement efforts to provide a broad range of support to its franchisees, guests and communities while preserving the company's financial flexibility by bolstering liquidity and reducing discretionary spending. Highlights of second quarter and year-to-date 2020 results include:

As of July 31, 2020, nearly 100% of the company’s 5,917 domestic hotels are operating. Even in April, when the effects of COVID-19 were felt most significantly in the industry, over 90% of Choice Hotels’ domestic hotels remained open. In addition, 96% of the company’s more than 1,200 international hotels were open as of July 31, 2020.


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Domestic systemwide revenue per available room (RevPAR) declined 49.6% for second quarter 2020 compared to the same period of the prior year, outperforming the total industry by 2,030 basis points and exceeding the chain scale segments in which the company competes, as reported by STR. Domestic comparable RevPAR declined 48.6% for second quarter 2020 compared to the same period of the prior year, outperforming the total industry by 2,130 basis points.

The company’s domestic effective royalty rate for second quarter 2020 increased 10 basis points over the prior year second quarter to 4.94%.

The company awarded 151 new domestic franchise agreements year to date through June 30, 2020, a 42% decrease compared to the same period of the prior year. Over 80% of the agreements were signed since mid-March and two-thirds of the agreements awarded in the first half of the year were for conversion hotels. The company built on its first half development performance with an additional 33 new domestic franchise agreements awarded in the month of July.

Net loss was $2.4 million for the second quarter, representing diluted net loss per share of $0.04.

Second quarter adjusted net income, excluding certain items described in Exhibit 6, decreased 90% to $6.7 million from second quarter 2019.

Adjusted earnings per share for the second quarter were $0.13, an 89% decrease from second quarter 2019.

Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) for the second quarter were $41.1 million, a 60% decrease from second quarter 2019.

Performance Trends
Domestic systemwide RevPAR decreased 49.6% for second quarter 2020 compared to the second quarter 2019, exceeding overall industry performance by 2,030 basis points. In the second quarter 2020, Choice Hotels outperformed the respective chain scales in which the company competes by 670 basis points.

Since the onset of the pandemic in mid-March through the end of July, Choice Hotels’ domestic systemwide occupancy rates outperformed the industry by an average of nearly 565 basis points per week. The trough in the company’s domestic systemwide occupancy rate was

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the week of April 5, 2020 at 28%, compared to the overall industry rate of 21%. The company’s domestic systemwide occupancy rate has seen steady improvements since that time, reaching over 50% during the last week of June and continuing to rise into July (see Exhibit 7 for weekly occupancy trends).

In July, domestic systemwide RevPAR declined approximately 33% over the prior year comparable monthly period, with average weekly occupancy exceeding 53% during the week of July 26, 2020. Over half of the domestic portfolio achieved occupancy levels at or above 50% during the last week of July and trends of occupancy gains have been continuing into August.

The company’s extended-stay portfolio has proven to be highly resilient, with average occupancy rates of 66% since the onset of pandemic in mid-March through June 30, 2020 - nearly double the industry average of 34%. Specifically, the WoodSpring Suites brand experienced occupancy levels of 69% in the second quarter, outperforming the industry by 3,570 basis points. WoodSpring Suites’ occupancy levels have remained above 70% since mid-May and returned to prior year levels during the last week of July.

Nearly 90% of the company's domestic hotels are in suburban, small towns and interstate locations, which have reported higher occupancy levels and less significant RevPAR declines than other locations during the second quarter, driven by relatively stronger consumer demand for these destinations.

Additional details for the company’s second quarter 2020 results are as follows:

Revenues
Total revenues decreased 52% to $151.7 million for second quarter 2020, compared to the same period of 2019.

Total revenues excluding marketing and reservation system fees decreased 50% to $72.1 million for second quarter 2020, compared to the same period of 2019.

Second quarter 2020 domestic royalties decreased 52% to $48.3 million, compared to the same period of 2019.


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Development
The company’s extended-stay portfolio continued to expand, reaching 414 domestic hotels as of June 30, 2020, an 8% increase since June 30, 2019, with the domestic extended-stay pipeline expanding to nearly 300 hotels awaiting conversion, under construction or approved for development. Since June 30, 2019, the WoodSpring Suites brand grew the number of open domestic hotels by 7% and its domestic pipeline by 22%.

As of June 30, 2020, the number of domestic rooms in the company’s upscale portfolio expanded 37% since June 30, 2019, driven by an increase in room count of 24% for the Cambria Hotels brand and 42% for the Ascend Hotel Collection, the latter of which includes 17 properties associated with the company's strategic partnership with AMResorts, an Apple Leisure Group brand.

The number of domestic hotels and rooms, as of June 30, 2020, increased 0.6% and 2.0%, respectively, from June 30, 2019. The company's domestic upscale, midscale and extended stay segments reported a 2.3% aggregate increase in units and a 3.7% increase in rooms since June 30, 2019. The number of international hotels and rooms as of June 30, 2020, increased 3.0% and 12.7%, respectively, from the comparable period of 2019.

The company's total domestic pipeline of hotels awaiting conversion, under construction or approved for development as of June 30, 2020 reached over 980 hotels and over 78,500 rooms.

The company awarded 93 domestic franchise agreements in second quarter 2020, a 49% decrease compared to the same period in the prior year. Of the total domestic franchise agreements awarded in the second quarter, over 60% were conversions and more than half were executed in the month of June.

Balance Sheet and Liquidity
The company continues to benefit from its primarily franchise-only business model, which has historically provided a relatively stable earnings stream, low capital expenditure requirements and significant free cash flow. As a precautionary measure to further enhance liquidity, on April 16, 2020, Choice Hotels obtained a 364-day, $250 million term loan with the possibility of a one year-extension subject to lender consent. On July 23, 2020, the company capitalized on favorable credit markets to issue $450 million in an aggregate principal amount of new 3.70% senior notes due 2031. The net proceeds from the offering were used to repay the 364-day, $250 million term loan and to fund the early repurchase of a portion of the company’s 5.750% senior notes due 2022, reducing the

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company's effective borrowing costs. During the second quarter of 2020, the company’s net debt increased approximately $31 million, and its cash and available borrowing capacity through the revolving credit facility remained at over $725 million as of June 30, 2020.

The company continues to follow a prudent and disciplined capital allocation strategy, ensuring the level of investment activity is aligned with the current environment.

Dividends
As previously disclosed, the company suspended the payout of future dividends for at least the remainder of 2020. As a result, total dividends paid during 2020 will be approximately $25 million.

Stock Repurchases
During the three months ended June 30, 2020, the company repurchased approximately 7,000 shares of common stock for approximately $0.5 million through repurchases from employees in connection with tax withholding and option exercises relating to awards under the company's equity incentive plans. As of June 30, 2020, the company had 3.4 million shares remaining under the current share repurchase authorization. The company has temporarily suspended share repurchases under the stock repurchase program as previously disclosed on April 8, 2020, but may continue to repurchase stock from employees in conjunction with tax withholding and option exercises under the company’s equity incentive plans.

Outlook
On March 17, 2020, the company announced that it withdrew its previously issued outlook for 2020. The ultimate and precise impact of COVID-19 on full year 2020 is still unknown at this time and will depend on the level of resurgence in COVID-19 cases, the duration and scope of mandated travel and other restrictions, the confidence level of consumers to travel and the pace and level of the broader macroeconomic recovery. As a result, the company is not providing formal guidance for 2020 at this time.

The company currently expects the impact of COVID-19 on business performance will be less significant for the quarter ended September 30, 2020 than the quarter ended June 30, 2020 based on the continued weekly trend of travel demand growth predominantly stemming from leisure transient guests driving to their destinations.


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As the year progresses, the company will continue to evaluate the impact of COVID-19 across its business and will provide further updates in the next earnings report based on the best information then available.

Conference Call
Choice Hotels International will conduct a conference call on Thursday, August 6, 2020, at 11:30 a.m. Eastern Time to discuss the company’s second quarter 2020 earnings results. The dial-in number to listen to the call domestically is 1-888-349-0087 and the number for international participants is 1-412-317-5259. A live webcast will also be available on the company’s investor relations website, http://investor.choicehotels.com/, and can be accessed via the Financial Performance and Presentations tab.

About Choice Hotels
Choice Hotels International, Inc. (NYSE: CHH) is one of the largest lodging franchisors in the world. With more than 7,100 hotels, representing nearly 600,000 rooms, in over 40 countries and territories as of June 30, 2020, the Choice® family of hotel brands provide business and leisure travelers with a range of high-quality lodging options from limited service to full-service hotels in the upscale, midscale, extended-stay and economy segments. The award-winning Choice Privileges® loyalty program offers members benefits ranging from everyday rewards to exceptional experiences. For more information, visit www.choicehotels.com.

Forward-Looking Statements
Certain matters discussed in this presentation constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Generally, our use of words such as "expect," "estimate," "believe," "anticipate," "should," "will," "forecast," "plan," "project," "assume," or similar words of futurity identify such forward-looking statements. These forward-looking statements are based on management's current beliefs, assumptions, and expectations regarding future events, which, in turn, are based on information currently available to management. Such statements may relate to projections of the company's revenue, expenses, earnings, debt levels, ability to repay outstanding indebtedness, payment of dividends, repurchases of common stock, and other financial and operational measures, including occupancy and open hotels, the company's ability to benefit from any rebound in travel demand, our liquidity, our ability to assist franchisees through relief or other financial measures, our ability to minimize or manage disruptions posed by COVID-19, our ability to achieve cost savings and reduce discretionary spending and investments, and the impact of COVID-19 and economic conditions on our future operations, among other matters. We caution you

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not to place undue reliance on any such forward-looking statements. Forward-looking statements do not guarantee future performance and involve known and unknown risks, uncertainties, and other factors.

Several factors could cause actual results, performance, or achievements of the company to differ materially from those expressed in or contemplated by the forward-looking statements. Such risks include, but are not limited to, continuation, resurgence, or worsening of the COVID-19 pandemic, including quarantines, "shelter-in-place" orders, or other travel restrictions; new information which may emerge concerning the severity or impact of the COVID-19 pandemic and the development of vaccines and treatments for COVID-19; changes in consumer demand and confidence, including the impact of the COVID-19 pandemic on unemployment rates, consumer discretionary spending, and the demand for travel, transient, and group business; volatility or increases in oil and gas prices that may deter consumers from using their vehicles and impact the demand for leisure travel;
the impact of COVID-19 on the global hospitality industry, particularly but not exclusively in the U.S. travel market; the success of our mitigation efforts in response to the COVID-19 pandemic; the performance of our brands and categories in any recovery from the COVID-19 pandemic disruption; the timing and amount of future dividends and share repurchases; changes to general, domestic, and foreign economic conditions, including access to liquidity and capital as a result of COVID-19; future domestic or global outbreaks of COVID-19 or other epidemics, pandemics, or contagious diseases, or fear of such outbreaks; changes in law and regulation applicable to the travel, lodging, or franchising industries; foreign currency fluctuations; impairments or declines in the value of the company's assets; operating risks common in the travel, lodging, or franchising industries; changes to the desirability of our brands as viewed by hotel operators and customers; changes to the terms or termination of our contracts with franchisees and our relationships with our franchisees; our ability to keep pace with improvements in technology utilized for marketing and reservations systems and other operating systems; the commercial acceptance of our software as a service technology solutions division's products and services; our ability to grow our franchise system; exposure to risks related to our hotel development, financing, and ownership activities; exposures to risks associated with our investments in new businesses; fluctuations in the supply and demand for hotel rooms; our ability to realize anticipated benefits from acquired businesses; impairments or losses relating to acquired businesses; the level of acceptance of alternative growth strategies we may implement; cyber security and data breach risks; ownership and financing activities; hotel closures or financial difficulties of our franchisees; operating risks associated with our international operations, especially in areas currently most affected by COVID-19; the outcome of litigation; our ability to effectively manage our indebtedness and secure our indebtedness; and any future resurgence of COVID-19. These and other risk factors are discussed in detail in the company's filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K and our Quarterly

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Reports on Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.

Non-GAAP Financial Measurements
The company evaluates its operations utilizing the performance metrics of adjusted EBITDA, revenues excluding marketing and reservation system activities, adjusted net income, and adjusted EPS, which are all non-GAAP financial measurements. These measures, which are reconciled to the comparable GAAP measures in Exhibit 6, should not be considered as an alternative to any measure of performance or liquidity as promulgated under or authorized by GAAP, such as net income, EPS, and total revenues. The company's calculation of these measurements may be different from the calculations used by other companies and comparability may therefore be limited.
We discuss management's reasons for reporting these non-GAAP measures and how each non-GAAP measure is calculated below.

In addition to the specific adjustments noted below with respect to each measure, the non-GAAP measures presented herein also exclude restructuring of the company’s operations including employee severance benefit and legal costs, debt-restructuring costs, exceptional allowances recorded as a result of COVID-19’s impact on the collectability of receivables and gains and losses on sale/disposal and impairment of assets primarily related to the company's operations that provide Software as a Service ("SaaS") technology solutions to vacation-rental management companies and an abandoned hotel development project to allow for period-over-period comparison of ongoing core operations before the impact of these discrete and infrequent charges.

Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization: Adjusted EBITDA reflects net income excluding the impact of interest expense, interest income, provision for income taxes, depreciation and amortization, franchise-agreement acquisition cost amortization, other (gains) and losses, equity in net income (loss) of unconsolidated affiliates, mark-to-market adjustments on non-qualified retirement plan investments, share based compensation expense (benefit) and surplus or deficits generated by marketing and reservation-system activities. We consider adjusted EBITDA to be an indicator of operating performance because it measures our ability to service debt, fund capital expenditures, and expand our business. We also use adjusted EBITDA, as do analysts, lenders, investors, and others, to evaluate companies because it excludes certain items that can vary widely across industries or among companies within the same industry. For example, interest expense can be dependent on a company's capital structure, debt levels, and credit ratings and share based compensation expense (benefit) is dependent on the design of compensation plans in place and the usage of them. Accordingly, the impact of interest expense and share based compensation expense

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(benefit) on earnings can vary significantly among companies. The tax positions of companies can also vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the jurisdictions in which they operate. As a result, effective tax rates and provision for income taxes can vary considerably among companies. Adjusted EBITDA also excludes depreciation and amortization because companies utilize productive assets of different ages and use different methods of both acquiring and depreciating productive assets or amortizing franchise-agreement acquisition costs. These differences can result in considerable variability in the relative asset costs and estimated lives and, therefore, the depreciation and amortization expense among companies. Mark-to-market adjustments on non-qualified retirement-plan investments recorded in SG&A are excluded from EBITDA, as the company accounts for these investments in accordance with accounting for deferred-compensation arrangements when investments are held in a rabbi trust and invested. Changes in the fair value of the investments are recognized as both compensation expense in SG&A and other gains and losses. As a result, the changes in the fair value of the investments do not have a material impact on the company's net income. Surpluses and deficits generated from marketing and reservation activities are excluded, as the company's franchise agreements require the marketing and reservation-system revenues to be used exclusively for expenses associated with providing franchise services, such as central reservation and property-management systems, reservation delivery, and national marketing and media advertising. Franchisees are required to reimburse the company for any deficits generated from these marketing and reservation-system activities and the company is required to spend any surpluses generated in future periods. Since these activities will be managed to break-even over time, quarterly or annual surpluses and deficits have been excluded from the measurements utilized to assess the company's operating performance.

Adjusted Net Income and Adjusted Earnings Per Share: Adjusted net income and EPS exclude the impact of surpluses or deficits generated from marketing and reservation-system activities. Surpluses and deficits generated from marketing and reservation activities are excluded, as the company's franchise agreements require the marketing and reservation system revenues to be used exclusively for expenses associated with providing franchise services, such as central reservation and property-management systems, reservation delivery, and national marketing and media advertising. Franchisees are required to reimburse the company for any deficits generated from these marketing and reservation-system activities and the company is required to spend any surpluses generated in future periods. Since these activities will be managed to break-even over time, quarterly or annual surpluses and deficits have been excluded from the measurements utilized to assess the company's operating performance. We consider adjusted net income and adjusted EPS to be indicators of operating performance because excluding these items allow for period-over-period comparisons of our ongoing operations.

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Revenues, Excluding Marketing and Reservation System Activities: The company reports revenues, excluding marketing and reservation-system activities. These non-GAAP measures we present are commonly used measures of performance in our industry and facilitate comparisons between the company and its competitors. Marketing and reservation-system activities are excluded, as the company's franchise agreements require the marketing and reservation-system revenues to be used exclusively for expenses associated with providing franchise services, such as central reservation and property-management systems, reservation delivery, and national marketing and media advertising. Franchisees are required to reimburse the company for any deficits generated from these marketing and reservation-system activities and the company is required to spend any surpluses generated in future periods. Since these activities will be managed to break-even over time, quarterly or annual surpluses and deficits have been excluded from the measurements utilized to assess the company's operating performance.

Contacts
Scott Oaksmith, Senior Vice President, Real Estate and Finance
Allie Summers, Director, Executive Reporting and Investor Relations

IR@choicehotels.com


© 2020 Choice Hotels International, Inc. All rights reserved.


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Choice Hotels International, Inc. and Subsidiaries
 
 
 
 
 
 
 
 
 
Exhibit 1
 
Condensed Consolidated Statements of Income
 
 
 
 
 
 
 
 
 
 
 
 
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
 
 
 
Variance
 
 
 
 
 
Variance
 
2020
 
2019
 
$
 
%
 
2020
 
2019
 
$
 
%
(In thousands, except per share amounts)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
REVENUES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
         Royalty fees
$
50,152

 
$
106,427

 
$
(56,275
)
 
(53
)%
 
$
120,491

 
$
186,780

 
$
(66,289
)
 
(35
)%
         Initial franchise and relicensing fees
6,676

 
6,675

 
1

 
0
 %
 
13,960

 
13,482

 
478

 
4
 %
         Procurement services
10,697

 
20,829

 
(10,132
)
 
(49
)%
 
24,494

 
32,776

 
(8,282
)
 
(25
)%
         Marketing and reservation system
79,677

 
172,465

 
(92,788
)
 
(54
)%
 
190,062

 
282,529

 
(92,467
)
 
(33
)%
         Owned hotels
2,108

 

 
2,108

 
NM

 
11,530

 

 
11,530

 
NM

         Other
2,423

 
11,288

 
(8,865
)
 
(79
)%
 
9,371

 
20,437

 
(11,066
)
 
(54
)%
                  Total revenues
151,733

 
317,684

 
(165,951
)
 
(52
)%
 
369,908

 
536,004

 
(166,096
)
 
(31
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATING EXPENSES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
         Selling, general and administrative
43,964

 
46,980

 
(3,016
)
 
(6
)%
 
72,799

 
86,494

 
(13,695
)
 
(16
)%
         Depreciation and amortization
6,398

 
3,405

 
2,993

 
88
 %
 
12,927

 
7,021

 
5,906

 
84
 %
         Marketing and reservation system
89,309

 
160,121

 
(70,812
)
 
(44
)%
 
219,756

 
279,960

 
(60,204
)
 
(22
)%
         Owned hotels
2,976

 

 
2,976

 
NM

 
9,010

 

 
9,010

 
NM

                   Total operating expenses
142,647

 
210,506

 
(67,859
)
 
(32
)%
 
314,492

 
373,475

 
(58,983
)
 
(16
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss on sale, disposition and impairment of assets, net
(1,226
)
 
(4,641
)
 
3,415

 
NM

 
(1,226
)
 
(14,942
)
 
13,716

 
NM

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating income
7,860

 
102,537

 
(94,677
)
 
(92
)%
 
54,190

 
147,587

 
(93,397
)
 
(63
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OTHER INCOME AND EXPENSES, NET
 
 
 
 
 
 
 
 
 
 
 
 
 
 
         Interest expense
13,082

 
11,093

 
1,989

 
18
 %
 
24,462

 
22,304

 
2,158

 
10
 %
         Interest income
(2,245
)
 
(2,784
)
 
539

 
(19
)%
 
(4,533
)
 
(5,397
)
 
864

 
(16
)%
Loss on extinguishment of debt

 

 

 
NM

 
607

 

 
607

 
NM

Other (gains) losses
(3,585
)
 
(906
)
 
(2,679
)
 
296
 %
 
692

 
(3,104
)
 
3,796

 
(122
)%
Equity in net loss of affiliates
3,486

 
980

 
2,506

 
256
 %
 
5,441

 
3,151

 
2,290

 
73
 %
                  Total other income and expenses, net
10,738

 
8,383

 
2,355

 
28
 %
 
26,669

 
16,954

 
9,715

 
57
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) before income taxes
(2,878
)
 
94,154

 
(97,032
)
 
(103
)%
 
27,521

 
130,633

 
(103,112
)
 
(79
)%
Income tax (benefit) expense
(437
)
 
19,765

 
(20,202
)
 
(102
)%
 
(25,501
)
 
26,163

 
(51,664
)
 
(197
)%
Net (loss) income
$
(2,441
)
 
$
74,389

 
$
(76,830
)
 
(103
)%
 
$
53,022

 
$
104,470

 
$
(51,448
)
 
(49
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic (losses) earnings per share
$
(0.04
)
 
$
1.34

 
$
(1.38
)
 
(103
)%
 
$
0.96

 
$
1.88

 
$
(0.92
)
 
(49
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Diluted (losses) earnings per share
$
(0.04
)
 
$
1.33

 
$
(1.37
)
 
(103
)%
 
$
0.95

 
$
1.87

 
$
(0.92
)
 
(49
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 





Choice Hotels International, Inc. and Subsidiaries
 
 
Exhibit 2

Condensed Consolidated Balance Sheets
 
 
 
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
(In thousands, except per share amounts)
June 30,
 
 December 31,
 
 
 
 
 
2020
 
2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ASSETS
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
 
$
314,139

 
$
33,766

Accounts receivable, net
149,062

 
141,566

Other current assets
 
 
61,278

 
61,257

 
Total current assets
 
 
524,479

 
236,589

 
 
 
 
 
 
Intangible assets, net
291,198

 
290,421

Goodwill
159,196

 
159,196

Property and equipment, net
350,459

 
351,502

Investments in unconsolidated entities
72,929

 
78,655

Notes receivable, net of allowances
97,935

 
103,054

Investments, employee benefit plans, at fair value
25,138

 
24,978

Operating lease right-of-use-assets
21,700

 
24,088

Other assets
 
 
143,007

 
118,189

 
 
 
 
 
 
 
 
 
Total assets
 
$
1,686,041

 
$
1,386,672

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND SHAREHOLDERS' DEFICIT
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
 
$
57,814

 
$
73,449

Accrued expenses and other current liabilities
59,258

 
90,364

Deferred revenue
49,983

 
71,594

Current portion of long-term debt
7,157

 
7,511

Liability for guest loyalty program
44,525

 
82,970

 
Total current liabilities
 
218,737

 
325,888

 
 
 
 
 
 
 
 
Long-term debt
1,232,136

 
844,102

Deferred revenue
124,152

 
112,662

Liability for guest loyalty program
76,819

 
46,698

Operating lease liabilities
17,288

 
21,270

Deferred compensation and retirement plan obligations
29,590

 
29,949

Other liabilities
30,071

 
29,614

 
 
 
 
 
 
 
 
 
Total liabilities
 
 
1,728,793

 
1,410,183

 
 
 
 
 
 
 
 
 
Total shareholders' deficit
 
(42,752
)
 
(23,511
)
 
 
 
 
 
 
 
 
 
 
Total liabilities and shareholders' deficit
$
1,686,041

 
$
1,386,672

 
 
 
 
 
 
 
 
 





Choice Hotels International, Inc. and Subsidiaries
 
 
Exhibit 3

Condensed Consolidated Statements of Cash Flows
 
 
 
(Unaudited)
 
 
 
 
 
 
 
(In thousands)
Six Months Ended June 30,
 
 
 
 
 
2020
 
2019
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
 
Net income
$
53,022

 
$
104,470

 
 
 
 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
  Depreciation and amortization
12,927

 
7,021

  Depreciation and amortization - marketing and reservation system
9,585

 
8,599

  Franchise agreement acquisition cost amortization
5,558

 
5,051

  Loss on asset disposition and impairment of long-lived assets
1,226

 
7,304

  Impairment of goodwill

 
3,097

  Loss on sale of business

 
4,641

  Gain on disposal of assets

 
(2,189
)
  Provision for credit losses, net
24,675

 
3,535

  Loss on extinguishment of debt
607

 

  Non-cash stock compensation and other charges
458

 
8,173

  Non-cash interest and other loss (income)
1,097

 
(2,910
)
  Deferred income taxes
(27,098
)
 
2,418

  Equity in net losses from unconsolidated joint ventures, less distributions received
5,588

 
5,380

  Franchise agreement acquisition costs, net of reimbursements
(12,567
)
 
(19,122
)
  Change in working capital and other, net of acquisition
(73,626
)
 
(37,729
)
 NET CASH PROVIDED BY OPERATING ACTIVITIES
1,452

 
97,739

 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Investment in property and equipment
(21,094
)
 
(38,177
)
Investment in intangible assets
(830
)
 
(1,037
)
Proceeds from sales of assets

 
10,585

Payment on business disposition, net

 
(10,783
)
Contributions to equity method investments
(2,997
)
 
(13,676
)
Distributions from equity method investments
3,113

 
7,509

Purchases of investments, employee benefit plans
(1,932
)
 
(2,276
)
Proceeds from sales of investments, employee benefit plans
1,901

 
1,714

Issuance of notes receivable
(7,730
)
 
(4,877
)
Collections of notes receivable
63

 
5,442

Other items, net
(27
)
 
309

 NET CASH USED IN INVESTING ACTIVITIES
(29,533
)
 
(45,267
)
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Net borrowings pursuant to revolving credit facilities
170,300

 
9,400

Net borrowings pursuant to term loan
249,500

 

Principal payments on long-term debt
(33,369
)
 
(248
)
Debt issuance costs
(492
)
 

Purchase of treasury stock
(54,536
)
 
(42,437
)
Dividends paid
(25,228
)
 
(24,131
)
Proceeds from issuance of long-term debt

 
20,715

Payments on transfer of interest in notes receivable

 
(24,409
)
Proceeds from exercise of stock options
2,768

 
16,271

 
 
 
 
 NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
308,943

 
(44,839
)



 


Net change in cash and cash equivalents
280,862

 
7,633

Effect of foreign exchange rate changes on cash and cash equivalents
(489
)
 
132

Cash and cash equivalents at beginning of period
33,766

 
26,642

 
 
 
 
CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
314,139

 
$
34,407

 
 
 
 
 
 
 
 




CHOICE HOTELS INTERNATIONAL, INC AND SUBSIDIARIES
Exhibit 4
 
SUPPLEMENTAL OPERATING INFORMATION
 
 
DOMESTIC HOTEL SYSTEM (1)
 
 
(UNAUDITED)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Six Months Ended June 30, 2020
 
For the Six Months Ended June 30, 2019
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average Daily
 
 
 
 
 
Average Daily
 
 
 
 
 
Average Daily
 
 
 
 
 
 
 
Rate
 
Occupancy
 
RevPAR
 
Rate
 
Occupancy
 
RevPAR
 
Rate
 
Occupancy
 
RevPAR
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Comfort(2)
 
$
84.20

 
42.6
%
 
$
35.86

 
$
95.09

 
61.6
%
 
$
58.57

 
(11.5
)%
 
(1,900
)
bps
 
(38.8
)%
Sleep
 
76.97

 
43.6
%
 
33.58

 
85.53

 
61.3
%
 
52.40

 
(10.0
)%
 
(1,770
)
bps
 
(35.9
)%
Quality
 
71.07

 
38.7
%
 
27.48

 
79.24

 
53.5
%
 
42.40

 
(10.3
)%
 
(1,480
)
bps
 
(35.2
)%
Clarion(3)
 
72.51

 
31.4
%
 
22.75

 
83.23

 
49.2
%
 
40.91

 
(12.9
)%
 
(1,780
)
bps
 
(44.4
)%
Econo Lodge
 
57.15

 
38.1
%
 
21.79

 
62.64

 
47.1
%
 
29.48

 
(8.8
)%
 
(900
)
bps
 
(26.1
)%
Rodeway
 
58.38

 
40.9
%
 
23.87

 
63.43

 
48.4
%
 
30.70

 
(8.0
)%
 
(750
)
bps
 
(22.2
)%
WoodSpring Suites
 
45.99

 
69.7
%
 
32.07

 
46.63

 
76.6
%
 
35.73

 
(1.4
)%
 
(690
)
bps
 
(10.2
)%
MainStay
 
76.21

 
51.3
%
 
39.07

 
85.40

 
63.2
%
 
53.96

 
(10.8
)%
 
(1,190
)
bps
 
(27.6
)%
Suburban
 
52.52

 
61.4
%
 
32.24

 
58.76

 
69.3
%
 
40.70

 
(10.6
)%
 
(790
)
bps
 
(20.8
)%
Cambria Hotels
 
120.89

 
36.7
%
 
44.41

 
144.68

 
68.2
%
 
98.66

 
(16.4
)%
 
(3,150
)
bps
 
(55.0
)%
Ascend Hotel Collection
 
115.48

 
39.7
%
 
45.89

 
121.42

 
60.3
%
 
73.16

 
(4.9
)%
 
(2,060
)
bps
 
(37.3
)%
Total
 
$
71.09

 
42.7
%
 
$
30.34

 
$
80.86

 
57.3
%
 
$
46.32

 
(12.1
)%
 
(1,460
)
bps
 
(34.5
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Three Months Ended June 30, 2020
 
For the Three Months Ended June 30, 2019
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average Daily
 
 
 
 
 
Average Daily
 
 
 
 
 
Average Daily
 
 
 
 
 
 
 
Rate
 
Occupancy
 
RevPAR
 
Rate
 
Occupancy
 
RevPAR
 
Rate
 
Occupancy
 
RevPAR
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Comfort(2)
 
$
79.57

 
36.6
%
 
$
29.11

 
$
98.61

 
67.3
%
 
$
66.36

 
(19.3
)%
 
(3,070
)
bps
 
(56.1
)%
Sleep
 
74.34

 
38.0
%
 
28.23

 
88.08

 
66.7
%
 
58.73

 
(15.6
)%
 
(2,870
)
bps
 
(51.9
)%
Quality
 
68.97

 
35.5
%
 
24.49

 
81.69

 
58.7
%
 
47.97

 
(15.6
)%
 
(2,320
)
bps
 
(48.9
)%
Clarion(3)
 
69.24

 
25.6
%
 
17.71

 
86.78

 
54.9
%
 
47.67

 
(20.2
)%
 
(2,930
)
bps
 
(62.8
)%
Econo Lodge
 
57.06

 
37.9
%
 
21.65

 
64.93

 
51.6
%
 
33.53

 
(12.1
)%
 
(1,370
)
bps
 
(35.4
)%
Rodeway
 
57.10

 
40.9
%
 
23.37

 
65.20

 
52.2
%
 
34.02

 
(12.4
)%
 
(1,130
)
bps
 
(31.3
)%
WoodSpring Suites
 
44.96

 
69.2
%
 
31.09

 
47.79

 
78.2
%
 
37.35

 
(5.9
)%
 
(900
)
bps
 
(16.8
)%
MainStay
 
73.82

 
48.6
%
 
35.86

 
87.83

 
67.9
%
 
59.62

 
(16.0
)%
 
(1,930
)
bps
 
(39.9
)%
Suburban
 
50.79

 
60.9
%
 
30.95

 
59.15

 
71.0
%
 
41.96

 
(14.1
)%
 
(1,010
)
bps
 
(26.2
)%
Cambria Hotels
 
96.82

 
24.2
%
 
23.46

 
152.89

 
74.8
%
 
114.43

 
(36.7
)%
 
(5,060
)
bps
 
(79.5
)%
Ascend Hotel Collection
 
109.46

 
32.2
%
 
35.24

 
125.87

 
63.3
%
 
79.70

 
(13.0
)%
 
(3,110
)
bps
 
(55.8
)%
Total
 
$
67.21

 
39.1
%
 
$
26.27

 
$
83.88

 
62.1
%
 
$
52.11

 
(19.9
)%
 
(2,300
)
bps
 
(49.6
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Effective Royalty Rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Quarter Ended
 
For the Six Months Ended
 
 
 
 
 
 
 
 
 
 
 
 
 
6/30/2020
 
6/30/2019
 
6/30/2020
 
6/30/2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
System-wide(4)
 
4.94%
 
4.84%
 
4.94%
 
4.84%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) In response to partial hotel closures resulting from the COVID-19 pandemic, the Company revised its calculation of Occupancy to be reflective of full room availability. Additionally, the Company also made minor revisions to its ADR calculations, with respect to complimentary rooms. The revised ADR, Occupancy and RevPAR are reflected in the tables above for all periods noted.
(2) Includes Comfort family of brand extensions including Comfort and Comfort Suites
(3) Includes Clarion family of brand extensions including Clarion and Clarion Pointe
(4) Includes United States and Caribbean countries and territories




 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CHOICE HOTELS INTERNATIONAL, INC. AND SUBSIDIARIES
Exhibit 5
 
SUPPLEMENTAL HOTEL AND ROOM SUPPLY DATA
 
 
 
(UNAUDITED)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2020
 
June 30, 2019
 
Variance
 
 
Hotels
 
Rooms
 
Hotels
 
Rooms
 
Hotels
 
Rooms
 
%
 
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Comfort(1)
 
1,620

 
127,583

 
1,610

 
126,229

 
10

 
1,354

 
0.6
 %
 
1.1
 %
Sleep
 
399

 
28,251

 
397

 
28,099

 
2

 
152

 
0.5
 %
 
0.5
 %
Quality
 
1,690

 
128,909

 
1,665

 
128,115

 
25

 
794

 
1.5
 %
 
0.6
 %
Clarion(2)
 
179

 
22,651

 
175

 
22,085

 
4

 
566

 
2.3
 %
 
2.6
 %
Econo Lodge
 
779

 
46,992

 
823

 
49,838

 
(44
)
 
(2,846
)
 
(5.3
)%
 
(5.7
)%
Rodeway
 
578

 
33,107

 
597

 
34,749

 
(19
)
 
(1,642
)
 
(3.2
)%
 
(4.7
)%
WoodSpring Suites
 
281

 
33,797

 
262

 
31,515

 
19

 
2,282

 
7.3
 %
 
7.2
 %
MainStay
 
73

 
4,629

 
66

 
4,387

 
7

 
242

 
10.6
 %
 
5.5
 %
Suburban
 
60

 
6,082

 
56

 
5,807

 
4

 
275

 
7.1
 %
 
4.7
 %
Cambria Hotels
 
51

 
7,347

 
42

 
5,923

 
9

 
1,424

 
21.4
 %
 
24.0
 %
Ascend Hotel Collection
 
207

 
22,136

 
186

 
15,628

 
21

 
6,508

 
11.3
 %
 
41.6
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Domestic Franchises(3)
 
5,917

 
461,484

 
5,879

 
452,375

 
38

 
9,109

 
0.6
 %
 
2.0
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
International Franchises
 
1,201

 
135,534

 
1,166

 
120,284

 
35

 
15,250

 
3.0
 %
 
12.7
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Franchises
 
7,118

 
597,018

 
7,045

 
572,659

 
73

 
24,359

 
1.0
 %
 
4.3
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Includes Comfort family of brand extensions including Comfort and Comfort Suites
 
 
 
 
 
 
 
 
(2) Includes Clarion family of brand extensions including Clarion and Clarion Pointe
 
 
 
 
 
 
 
 
(3) Includes United States and Caribbean countries and territories
 
 
 
 
 
 
 
 





CHOICE HOTELS INTERNATIONAL, INC. AND SUBSIDIARIES
 
 
 
 
Exhibit 6

SUPPLEMENTAL NON-GAAP FINANCIAL INFORMATION
 
 
 
 
 
(UNAUDITED)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
REVENUES AND ADJUSTED OPERATING MARGINS, EXCLUDING MARKETING AND RESERVATION ACTIVITIES
(dollar amounts in thousands)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
 
 
2020
 
2019
 
2020
 
2019
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Revenues
 
$
151,733

 
$
317,684

 
$
369,908

 
$
536,004

 
 
Adjustments:
 
 
 
 
 
 
 
 
 
 
     Marketing and reservation system revenues
 
(79,677
)
 
(172,465
)
 
(190,062
)
 
(282,529
)
 
 
Revenues, excluding marketing and reservation activities
 
$
72,056

 
$
145,219

 
$
179,846

 
$
253,475

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ADJUSTED EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION ("EBITDA")
(dollar amounts in thousands)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
 
 
2020
 
2019
 
2020
 
2019
Net income
 
$
(2,441
)
 
$
74,389

 
$
53,022

 
$
104,470

 
 
Income tax (benefit) expense
 
(437
)
 
19,765

 
(25,501
)
 
26,163

 
 
Interest expense
 
13,082

 
11,093

 
24,462

 
22,304

 
 
Interest income
 
(2,245
)
 
(2,784
)
 
(4,533
)
 
(5,397
)
 
 
Other (gains) losses
 
(3,585
)
 
(906
)
 
692

 
(3,104
)
 
 
Loss on extinguishment of debt
 

 

 
607

 

 
 
Equity in net loss of affiliates
 
3,486

 
980

 
5,441

 
3,151

 
 
Depreciation and amortization
 
6,398

 
3,405

 
12,927

 
7,021

 
 
Loss on sale and dispositions & impairment of assets, net
 
1,226

 
4,641

 
1,226

 
14,942

 
 
Mark to market adjustments on non-qualified retirement plan investments
 
3,553

 
882

 
(781
)
 
3,055

 
 
Operational restructuring charges
 
7,154

 

 
8,518

 

 
 
Share-based compensation
 
1,016

 
2,177

 
(141
)
 
4,191

 
 
Exceptional allowances attributable to COVID-19
 
2,678

 

 
2,678

 

 
 
Marketing and reservation system reimbursable (surplus) deficit
 
9,632

 
(12,344
)
 
29,694

 
(2,569
)
 
 
Franchise agreement acquisition costs amortization
 
1,579

 
1,321

 
3,177

 
2,842

Adjusted EBITDA
 
$
41,096

 
$
102,619

 
$
111,488

 
$
177,069

 
 
 
 
 
 
 
 
 
 
 




ADJUSTED NET INCOME AND ADJUSTED DILUTED EARNINGS PER SHARE (EPS)
(dollar amounts in thousands, except per share amounts)
 
Three Months Ended June 30,
 
Three Months Ended June 30,
 
 
 
 
2020
 
2019
 
2020
 
2019
Net income
 
$
(2,441
)
 
$
74,389

 
$
53,022

 
$
104,470

Adjustments:
 
 
 
 
 
 
 
 
 
Marketing and reservation system reimbursable (surplus) deficit
 
4,231

 
(10,013
)
 
25,106

 
(2,027
)
 
Loss on sale and disposition & impairment of assets, net
 
539

 
2,280

 
1,037

 
11,329

 
Loss on extinguishment of debt
 

 

 
513

 

 
Operational restructuring charges
 
3,196

 

 
7,229

 

 
Exceptional allowances attributable to COVID-19
 
1,176

 

 
2,264

 

 
Foreign tax benefit on international restructuring
 

 

 
(30,572
)
 

Adjusted Net Income
 
$
6,701

 
$
66,656

 
$
58,599

 
$
113,772

 
 
 
 
 
 
 
 
 
 
 
Diluted Earnings Per Share
 
$
(0.04
)
 
$
1.33

 
$
0.95

 
$
1.87

Adjustments:
 
 
 
 
 
 
 
 
 
Marketing and reservation system reimbursable (surplus) deficit
 
0.08

 
(0.18
)
 
0.45

 
(0.04
)
 
Loss on sale and disposition & impairment of assets, net
 
0.01

 
0.04

 
0.02

 
0.20

 
Loss on extinguishment of debt
 

 

 
0.01

 

 
Operational restructuring charges
 
0.06

 

 
0.13

 

 
Exceptional allowances attributable to COVID-19
 
0.02

 

 
0.04

 

 
Foreign tax benefit on international restructuring
 

 

 
(0.55
)
 

Adjusted Diluted Earnings Per Share (EPS)
 
$
0.13

 
$
1.19

 
$
1.05

 
$
2.03

 
 
 
 
 
 
 
 
 
 
 





CHOICE HOTELS INTERNATIONAL, INC. AND SUBSIDIARIES
 
 
 
Exhibit 7

DOMESTIC SYSTEM-WIDE OCCUPANCY VERSUS INDUSTRY (1)
 
 
 
 
(UNAUDITED)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Choice
 
Total
Week beginning
 
Hotels
 
Industry
March 8, 2020
 
51.2
%
 
53.0
%
March 15, 2020
 
38.2
%
 
30.3
%
March 22, 2020
 
30.1
%
 
22.6
%
March 29, 2020
 
28.8
%
 
21.6
%
April 5, 2020
 
27.7
%
 
21.0
%
April 12, 2020
 
30.1
%
 
23.4
%
April 19, 2020
 
31.6
%
 
26.0
%
April 26, 2020
 
34.4
%
 
28.6
%
May 3, 2020
 
36.1
%
 
30.1
%
May 10, 2020
 
37.8
%
 
32.4
%
May 17, 2020
 
40.3
%
 
35.4
%
May 24, 2020
 
41.2
%
 
36.6
%
May 31, 2020
 
44.8
%
 
39.3
%
June 7, 2020
 
47.2
%
 
41.7
%
June 14, 2020
 
48.6
%
 
43.9
%
June 21, 2020
 
50.4
%
 
46.2
%
June 28, 2020
 
50.5
%
 
45.6
%
July 5, 2020
 
51.5
%
 
45.9
%
July 12, 2020
 
52.6
%
 
47.5
%
July 19, 2020
 
52.5
%
 
48.1
%
July 26, 2020
 
53.2
%
 
48.9
%
(1) Source: Smith Travel Research (STR), STR Weekly Hotel Review.
 
 
 
 


18