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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
|
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45-2598330
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(State or other jurisdiction of
incorporation or organization)
|
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(I.R.S. Employer
Identification No.)
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6649 Westwood Blvd.
Orlando, FL
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32821
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(Address of principal executive offices)
|
|
(Zip Code)
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Large accelerated filer
|
|
x
|
|
Accelerated filer
|
|
¨
|
|
Non-accelerated filer
|
|
¨
(Do not check if a smaller reporting company)
|
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Smaller reporting company
|
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¨
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Emerging growth company
|
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¨
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Page No.
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Part I.
|
||
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Item 1.
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||
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||
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||
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Item 2.
|
||
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Item 3.
|
||
|
Item 4.
|
||
|
Part II.
|
||
|
Item 1.
|
||
|
Item 1A.
|
||
|
Item 2.
|
||
|
Item 3.
|
||
|
Item 4.
|
||
|
Item 5.
|
||
|
Item 6.
|
||
|
|
||
|
|
Quarters Ended
|
||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
||||
|
|
(91 days)
|
|
(84 days)
|
||||
|
REVENUES
|
|
|
|
||||
|
Sale of vacation ownership products
|
$
|
|
|
|
$
|
|
|
|
Resort management and other services
|
|
|
|
|
|
||
|
Financing
|
|
|
|
|
|
||
|
Rental
|
|
|
|
|
|
||
|
Cost reimbursements
|
|
|
|
|
|
||
|
TOTAL REVENUES
|
|
|
|
|
|
||
|
EXPENSES
|
|
|
|
||||
|
Cost of vacation ownership products
|
|
|
|
|
|
||
|
Marketing and sales
|
|
|
|
|
|
||
|
Resort management and other services
|
|
|
|
|
|
||
|
Financing
|
|
|
|
|
|
||
|
Rental
|
|
|
|
|
|
||
|
General and administrative
|
|
|
|
|
|
||
|
Litigation settlement
|
|
|
|
(
|
)
|
||
|
Consumer financing interest
|
|
|
|
|
|
||
|
Royalty fee
|
|
|
|
|
|
||
|
Cost reimbursements
|
|
|
|
|
|
||
|
TOTAL EXPENSES
|
|
|
|
|
|
||
|
(Losses) gains and other (expense) income
|
(
|
)
|
|
|
|
||
|
Interest expense
|
(
|
)
|
|
(
|
)
|
||
|
Other
|
(
|
)
|
|
(
|
)
|
||
|
INCOME BEFORE INCOME TAXES
|
|
|
|
|
|
||
|
Provision for income taxes
|
(
|
)
|
|
(
|
)
|
||
|
NET INCOME
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
||||
|
EARNINGS PER SHARE
|
|
|
|
||||
|
Earnings per share - basic
|
$
|
|
|
|
$
|
|
|
|
Earnings per share - diluted
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
||||
|
CASH DIVIDENDS DECLARED PER SHARE
|
$
|
|
|
|
$
|
|
|
|
|
Quarters Ended
|
||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
||||
|
|
(91 days)
|
|
(84 days)
|
||||
|
Net income
|
$
|
|
|
|
$
|
|
|
|
Other comprehensive income:
|
|
|
|
||||
|
Foreign currency translation adjustments
|
|
|
|
|
|
||
|
Derivative instrument adjustment, net of tax
|
(
|
)
|
|
|
|
||
|
Total other comprehensive income, net of tax
|
|
|
|
|
|
||
|
COMPREHENSIVE INCOME
|
$
|
|
|
|
$
|
|
|
|
|
(Unaudited)
March 31, 2017 |
|
December 30, 2016
|
||||
|
ASSETS
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
|
|
|
$
|
|
|
|
Restricted cash (including $32,762 and $27,525 from VIEs, respectively)
|
|
|
|
|
|
||
|
Accounts and contracts receivable, net (including $4,522 and $4,865 from VIEs, respectively)
|
|
|
|
|
|
||
|
Vacation ownership notes receivable, net (including $659,191 and $717,543 from VIEs, respectively)
|
|
|
|
|
|
||
|
Inventory
|
|
|
|
|
|
||
|
Property and equipment
|
|
|
|
|
|
||
|
Other (including $8,427 and $0 from VIEs, respectively)
|
|
|
|
|
|
||
|
TOTAL ASSETS
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
||||
|
LIABILITIES AND EQUITY
|
|
|
|
||||
|
Accounts payable
|
$
|
|
|
|
$
|
|
|
|
Advance deposits
|
|
|
|
|
|
||
|
Accrued liabilities (including $564 and $584 from VIEs, respectively)
|
|
|
|
|
|
||
|
Deferred revenue
|
|
|
|
|
|
||
|
Payroll and benefits liability
|
|
|
|
|
|
||
|
Deferred compensation liability
|
|
|
|
|
|
||
|
Debt, net (including $684,023 and $738,362 from VIEs, respectively)
|
|
|
|
|
|
||
|
Other
|
|
|
|
|
|
||
|
Deferred taxes
|
|
|
|
|
|
||
|
TOTAL LIABILITIES
|
|
|
|
|
|
||
|
Contingencies and Commitments (Note 8)
|
|
|
|
||||
|
Preferred stock — $0.01 par value; 2,000,000 shares authorized; none issued or outstanding
|
|
|
|
|
|
||
|
Common stock — $0.01 par value; 100,000,000 shares authorized; 36,787,613 and 36,633,868 shares issued, respectively
|
|
|
|
|
|
||
|
Treasury stock — at cost; 9,640,067 and 9,643,562 shares, respectively
|
(
|
)
|
|
(
|
)
|
||
|
Additional paid-in capital
|
|
|
|
|
|
||
|
Accumulated other comprehensive income
|
|
|
|
|
|
||
|
Retained earnings
|
|
|
|
|
|
||
|
TOTAL EQUITY
|
|
|
|
|
|
||
|
TOTAL LIABILITIES AND EQUITY
|
$
|
|
|
|
$
|
|
|
|
|
Quarters Ended
|
||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
||||
|
|
(91 days)
|
|
(84 days)
|
||||
|
OPERATING ACTIVITIES
|
|
|
|
||||
|
Net income
|
$
|
|
|
|
$
|
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
|
Depreciation
|
|
|
|
|
|
||
|
Amortization of debt issuance costs
|
|
|
|
|
|
||
|
Provision for loan losses
|
|
|
|
|
|
||
|
Share-based compensation
|
|
|
|
|
|
||
|
Deferred income taxes
|
|
|
|
|
|
||
|
Net change in assets and liabilities:
|
|
|
|
||||
|
Accounts and contracts receivable
|
|
|
|
|
|
||
|
Notes receivable originations
|
(
|
)
|
|
(
|
)
|
||
|
Notes receivable collections
|
|
|
|
|
|
||
|
Inventory
|
|
|
|
(
|
)
|
||
|
Other assets
|
(
|
)
|
|
(
|
)
|
||
|
Accounts payable, advance deposits and accrued liabilities
|
(
|
)
|
|
(
|
)
|
||
|
Deferred revenue
|
|
|
|
|
|
||
|
Payroll and benefit liabilities
|
(
|
)
|
|
(
|
)
|
||
|
Deferred compensation liability
|
|
|
|
|
|
||
|
Other liabilities
|
(
|
)
|
|
|
|
||
|
Other, net
|
|
|
|
(
|
)
|
||
|
Net cash provided by operating activities
|
|
|
|
|
|
||
|
INVESTING ACTIVITIES
|
|
|
|
||||
|
Capital expenditures for property and equipment (excluding inventory)
|
(
|
)
|
|
(
|
)
|
||
|
Purchase of company owned life insurance
|
(
|
)
|
|
|
|
||
|
Dispositions, net
|
|
|
|
|
|
||
|
Net cash used in investing activities
|
(
|
)
|
|
(
|
)
|
||
|
FINANCING ACTIVITIES
|
|
|
|
||||
|
Borrowings from securitization transactions
|
|
|
|
|
|
||
|
Repayment of debt related to securitization transactions
|
(
|
)
|
|
(
|
)
|
||
|
Debt issuance costs
|
(
|
)
|
|
|
|
||
|
Repurchase of common stock
|
|
|
|
(
|
)
|
||
|
Payment of dividends
|
(
|
)
|
|
(
|
)
|
||
|
Payment of withholding taxes on vesting of restricted stock units
|
(
|
)
|
|
(
|
)
|
||
|
Other, net
|
(
|
)
|
|
|
|
||
|
Net cash used in financing activities
|
(
|
)
|
|
(
|
)
|
||
|
Effect of changes in exchange rates on cash, cash equivalents and restricted cash
|
|
|
|
|
|
||
|
DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
(
|
)
|
|
(
|
)
|
||
|
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period
|
|
|
|
|
|
||
|
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period
|
$
|
|
|
|
$
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES
|
|
|
|
||||
|
Property acquired via capital lease
|
$
|
|
|
|
$
|
|
|
|
Non-cash transfer from Property and equipment to assets held for sale, within Other assets
|
|
|
|
|
|
||
|
Non-cash issuance of treasury stock for employee stock purchase plan
|
|
|
|
|
|
||
|
Reporting Period
|
|
Date Range
|
|
Number of Days
|
|
2017 first quarter
|
|
December 31, 2016 — March 31, 2017
|
|
|
|
2016 first quarter
|
|
January 2, 2016 — March 25, 2016
|
|
|
|
2017 fiscal year
|
|
December 31, 2016 — December 31, 2017
|
|
|
|
2016 fiscal year
|
|
January 2, 2016 — December 30, 2016
|
|
|
|
|
|
Quarter Ended
|
||||||
|
|
|
March 25, 2016
|
||||||
|
|
|
(84 days)
|
||||||
|
($ in thousands)
|
|
As Revised
|
|
Previous Filing
|
||||
|
Resort management and other services
|
|
$
|
|
|
|
$
|
|
|
|
TOTAL REVENUES
|
|
$
|
|
|
|
$
|
|
|
|
Resort management and other services
|
|
$
|
|
|
|
$
|
|
|
|
General and administrative
|
|
$
|
|
|
|
$
|
|
|
|
TOTAL EXPENSES
|
|
$
|
|
|
|
$
|
|
|
|
($ in thousands)
|
At March 31, 2017
|
|
At December 30, 2016
|
||||
|
Vacation ownership notes receivable — securitized
|
$
|
|
|
|
$
|
|
|
|
Vacation ownership notes receivable — non-securitized
|
|
|
|
||||
|
Eligible for securitization
(1)
|
|
|
|
|
|
||
|
Not eligible for securitization
(1)
|
|
|
|
|
|
||
|
Subtotal
|
|
|
|
|
|
||
|
Total vacation ownership notes receivable
|
$
|
|
|
|
$
|
|
|
|
(1)
|
|
|
($ in thousands)
|
Non-Securitized Vacation Ownership Notes Receivable
|
|
Securitized
Vacation Ownership Notes Receivable
|
|
Total
|
||||||
|
2017, remaining
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
2018
|
|
|
|
|
|
|
|
|
|||
|
2019
|
|
|
|
|
|
|
|
|
|||
|
2020
|
|
|
|
|
|
|
|
|
|||
|
2021
|
|
|
|
|
|
|
|
|
|||
|
Thereafter
|
|
|
|
|
|
|
|
|
|||
|
Balance at March 31, 2017
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Weighted average stated interest rate at March 31, 2017
|
|
|
|
|
|
||||||
|
Range of stated interest rates at March 31, 2017
|
0.0% to 19.5%
|
|
4.9% to 19.5%
|
|
0.0% to 19.5%
|
||||||
|
|
Quarters Ended
|
||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
||||
|
Interest income associated with vacation ownership notes receivable — securitized
|
$
|
|
|
|
$
|
|
|
|
Interest income associated with vacation ownership notes receivable — non-securitized
|
|
|
|
|
|
||
|
Total interest income associated with vacation ownership notes receivable
|
$
|
|
|
|
$
|
|
|
|
($ in thousands)
|
Non-Securitized Vacation Ownership Notes Receivable
|
|
Securitized
Vacation Ownership Notes Receivable
|
|
Total
|
||||||
|
Balance at December 30, 2016
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Provision for loan losses
|
|
|
|
|
|
|
|
|
|||
|
Write-offs
|
(
|
)
|
|
|
|
|
(
|
)
|
|||
|
Defaulted vacation ownership notes receivable repurchase activity
(1)
|
|
|
|
(
|
)
|
|
|
|
|||
|
Balance at March 31, 2017
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
(1)
|
|
|
($ in thousands)
|
Non-Securitized Vacation Ownership Notes Receivable
|
|
Securitized
Vacation Ownership Notes Receivable
|
|
Total
|
||||||
|
Investment in vacation ownership notes receivable on non-accrual status at March 31, 2017
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Investment in vacation ownership notes receivable on non-accrual status at December 30, 2016
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Average investment in vacation ownership notes receivable on non-accrual status during the 2017 first quarter
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Average investment in vacation ownership notes receivable on non-accrual status during the 2016 first quarter
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
($ in thousands)
|
Non-Securitized Vacation Ownership Notes Receivable
|
|
Securitized
Vacation Ownership Notes Receivable
|
|
Total
|
||||||
|
31 – 90 days past due
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
91 – 150 days past due
|
|
|
|
|
|
|
|
|
|||
|
Greater than 150 days past due
|
|
|
|
|
|
|
|
|
|||
|
Total past due
|
|
|
|
|
|
|
|
|
|||
|
Current
|
|
|
|
|
|
|
|
|
|||
|
Total vacation ownership notes receivable
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
($ in thousands)
|
Non-Securitized Vacation Ownership Notes Receivable
|
|
Securitized
Vacation Ownership Notes Receivable
|
|
Total
|
||||||
|
31 – 90 days past due
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
91 – 150 days past due
|
|
|
|
|
|
|
|
|
|||
|
Greater than 150 days past due
|
|
|
|
|
|
|
|
|
|||
|
Total past due
|
|
|
|
|
|
|
|
|
|||
|
Current
|
|
|
|
|
|
|
|
|
|||
|
Total vacation ownership notes receivable
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
At March 31, 2017
|
|
At December 30, 2016
|
||||||||||||
|
($ in thousands)
|
Carrying
Amount
|
|
Fair
Value
(1)
|
|
Carrying
Amount
|
|
Fair
Value
(1)
|
||||||||
|
Vacation ownership notes receivable — securitized
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Vacation ownership notes receivable — non-securitized
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Other assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total financial assets
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Non-recourse debt associated with vacation ownership notes receivable securitizations, net
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
Other debt, net
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||
|
Other liabilities
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||
|
Total financial liabilities
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
(1)
|
|
|
|
At March 31, 2017
|
|
At December 30, 2016
|
||||||||||||
|
($ in thousands)
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
|
Vacation ownership notes receivable
|
|
|
|
|
|
|
|
||||||||
|
Eligible for securitization
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Not eligible for securitization
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total non-securitized
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Quarters Ended
|
||||||
|
|
March 31, 2017
(1)
|
|
March 25, 2016
(2)
|
||||
|
(in thousands, except per share amounts)
|
(91 days)
|
|
(84 days)
|
||||
|
Computation of Basic Earnings Per Share
|
|
|
|
||||
|
Net income
|
$
|
|
|
|
$
|
|
|
|
Shares for basic earnings per share
|
|
|
|
|
|
||
|
Basic earnings per share
|
$
|
|
|
|
$
|
|
|
|
Computation of Diluted Earnings Per Share
|
|
|
|
||||
|
Net income
|
$
|
|
|
|
$
|
|
|
|
Shares for basic earnings per share
|
|
|
|
|
|
||
|
Effect of dilutive shares outstanding
|
|
|
|
||||
|
Employee stock options and SARs
|
|
|
|
|
|
||
|
Restricted stock units
|
|
|
|
|
|
||
|
Shares for diluted earnings per share
|
|
|
|
|
|
||
|
Diluted earnings per share
|
$
|
|
|
|
$
|
|
|
|
(1)
|
The computations of diluted earnings per share exclude approximately
|
|
(2)
|
|
|
($ in thousands)
|
At March 31, 2017
|
|
At December 30, 2016
|
||||
|
Finished goods
(1)
|
$
|
|
|
|
$
|
|
|
|
Work-in-progress
|
|
|
|
|
|
||
|
Land and infrastructure
(2)
|
|
|
|
|
|
||
|
Real estate inventory
|
|
|
|
|
|
||
|
Operating supplies and retail inventory
|
|
|
|
|
|
||
|
|
$
|
|
|
|
$
|
|
|
|
(1)
|
Represents completed inventory that is either registered for sale as vacation ownership interests, or unregistered and available for sale in its current form.
|
|
(2)
|
|
|
•
|
We have various contracts for the use of information technology hardware and software that we use in the normal course of business. Our aggregate commitments under these contracts were
$
|
|
•
|
We have a commitment to purchase an operating property located in New York, New York, for $
|
|
•
|
We have commitments to purchase vacation ownership units located in
|
|
•
|
We have a commitment of
$
|
|
•
|
We have a commitment of
$
|
|
•
|
We have a new operating lease commitment that expires in
2029
. Our aggregate minimum lease payment under this contract is
$
|
|
($ in thousands)
|
At March 31, 2017
|
|
At December 30, 2016
|
||||
|
Vacation ownership notes receivable securitizations, gross
(1)
|
$
|
|
|
|
$
|
|
|
|
Unamortized debt issuance costs
|
(
|
)
|
|
(
|
)
|
||
|
|
|
|
|
|
|
||
|
Other debt, gross
|
|
|
|
|
|
||
|
Unamortized debt issuance costs
|
(
|
)
|
|
(
|
)
|
||
|
|
|
|
|
|
|
||
|
Capital leases
|
|
|
|
|
|
||
|
|
$
|
|
|
|
$
|
|
|
|
(1)
|
Interest rates as of
March 31, 2017
range from
|
|
($ in thousands)
|
Vacation Ownership Notes Receivable Securitizations
(1)
|
|
Other Debt
|
|
Capital Leases
|
|
Total
|
||||||||
|
Debt Principal Payments Year
|
|
|
|
|
|
|
|
||||||||
|
2017, remaining
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Thereafter
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Balance at March 31, 2017
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
(1)
|
|
|
($ in thousands)
|
Common Stock
|
|
Treasury Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive Income
|
|
Retained Earnings
|
|
Total Equity
|
||||||||||||
|
Balance at December 30, 2016
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Impact of adoption of ASU 2016-09
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
||||||
|
Opening balance 2017
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
||||||
|
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
||||||
|
Derivative instrument adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
(
|
)
|
||||||
|
Amounts related to share-based compensation
|
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
(
|
)
|
||||||
|
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
(
|
)
|
||||||
|
Employee stock plan issuance
|
—
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
||||||
|
Balance at March 31, 2017
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
($ in thousands, except per share amounts)
|
Number of Shares Repurchased
|
|
Cost of Shares Repurchased
|
|
Average Price Paid per Share
|
|||||
|
As of December 30, 2016
|
|
|
|
$
|
|
|
|
$
|
|
|
|
For the quarter ended March 31, 2017
|
|
|
|
|
|
|
|
|
||
|
As of March 31, 2017
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Declaration Date
|
|
Shareholder Record Date
|
|
Distribution Date
|
|
Dividend per Share
|
|
February 9, 2017
|
|
February 23, 2017
|
|
March 9, 2017
|
|
$
|
|
|
|
Quarters Ended
|
||||||
|
|
|
March 31, 2017
|
|
March 25, 2016
|
||||
|
($ in thousands)
|
|
(91 days)
|
|
(84 days)
|
||||
|
Service based RSUs
|
|
$
|
|
|
|
$
|
|
|
|
Performance based RSUs
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
SARs
|
|
|
|
|
|
|
||
|
Stock options
|
|
|
|
|
|
|
||
|
|
|
$
|
|
|
|
$
|
|
|
|
($ in thousands)
|
|
At March 31, 2017
|
|
At December 30, 2016
|
||||
|
Service based RSUs
|
|
$
|
|
|
|
$
|
|
|
|
Performance based RSUs
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
SARs
|
|
|
|
|
|
|
||
|
Stock options
|
|
|
|
|
|
|
||
|
|
|
$
|
|
|
|
$
|
|
|
|
Expected volatility
|
|
|
Dividend yield
|
|
|
Risk-free rate
|
|
|
Expected term (in years)
|
|
|
($ in thousands)
|
Vacation Ownership Notes Receivable Securitizations
|
|
Warehouse
Credit Facility
|
|
Total
|
||||||
|
Consolidated Assets:
|
|
|
|
|
|
||||||
|
Vacation ownership notes receivable, net of reserves
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Interest receivable
|
|
|
|
|
|
|
|
|
|||
|
Restricted cash
|
|
|
|
|
|
|
|
|
|||
|
Total
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Consolidated Liabilities:
|
|
|
|
|
|
||||||
|
Interest payable
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Debt
|
|
|
|
|
|
|
|
|
|||
|
Total
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
($ in thousands)
|
Vacation Ownership Notes Receivable Securitizations
|
|
Warehouse
Credit Facility
|
|
Total
|
||||||
|
Interest income
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Interest expense to investors
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Debt issuance cost amortization
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Administrative expenses
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Quarters Ended
|
||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
||||
|
Cash inflows:
|
|
|
|
||||
|
Principal receipts
|
$
|
|
|
|
$
|
|
|
|
Interest receipts
|
|
|
|
|
|
||
|
Reserve release
|
|
|
|
|
|
||
|
Total
|
|
|
|
|
|
||
|
Cash outflows:
|
|
|
|
||||
|
Principal to investors
|
(
|
)
|
|
(
|
)
|
||
|
Voluntary repurchases of defaulted vacation ownership notes receivable
|
(
|
)
|
|
(
|
)
|
||
|
Interest to investors
|
(
|
)
|
|
(
|
)
|
||
|
Total
|
(
|
)
|
|
(
|
)
|
||
|
Net Cash Flows
|
$
|
|
|
|
$
|
|
|
|
|
Quarters Ended
|
||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
||||
|
Cash inflows:
|
|
|
|
||||
|
Proceeds from vacation ownership notes receivable securitizations
|
$
|
|
|
|
$
|
|
|
|
Principal receipts
|
|
|
|
|
|
||
|
Interest receipts
|
|
|
|
|
|
||
|
Reserve release
|
|
|
|
|
|
||
|
Total
|
|
|
|
|
|
||
|
Cash outflows:
|
|
|
|
||||
|
Principal to investors
|
|
|
|
(
|
)
|
||
|
Voluntary repurchases of defaulted vacation ownership notes receivable
|
|
|
|
(
|
)
|
||
|
Interest to investors
|
(
|
)
|
|
(
|
)
|
||
|
Funding of restricted cash
|
|
|
|
(
|
)
|
||
|
Total
|
(
|
)
|
|
(
|
)
|
||
|
Net Cash Flows
|
$
|
(
|
)
|
|
$
|
|
|
|
•
|
In our North America segment, we develop, market, sell and manage vacation ownership and related products under the Marriott Vacation Club and Grand Residences by Marriott brands. In 2016, we introduced Marriott Vacation Club Pulse, an extension to the Marriott Vacation Club brand. We also develop, market and sell vacation ownership and related products under The Ritz-Carlton Destination Club brand, as well as whole ownership residential products under The Ritz-Carlton Residences brand.
|
|
•
|
In our Asia Pacific segment, we develop, market, sell and manage
|
|
•
|
In our Europe segment, we are focusing on selling our existing projects and managing existing resorts. We do not have any current plans for new development in this segment.
|
|
|
Quarters Ended
|
||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
||||
|
North America
|
$
|
|
|
|
$
|
|
|
|
Asia Pacific
|
|
|
|
|
|
||
|
Europe
|
|
|
|
|
|
||
|
Total segment revenues
|
|
|
|
|
|
||
|
Corporate and other
|
|
|
|
|
|
||
|
|
$
|
|
|
|
$
|
|
|
|
|
Quarters Ended
|
||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
||||
|
North America
|
$
|
|
|
|
$
|
|
|
|
Asia Pacific
|
|
|
|
|
|
||
|
Europe
|
|
|
|
|
|
||
|
Total segment financial results
|
|
|
|
|
|
||
|
Corporate and other
|
(
|
)
|
|
(
|
)
|
||
|
Provision for income taxes
|
(
|
)
|
|
(
|
)
|
||
|
|
$
|
|
|
|
$
|
|
|
|
($ in thousands)
|
At March 31, 2017
|
|
At December 30, 2016
|
||||
|
North America
|
$
|
|
|
|
$
|
|
|
|
Asia Pacific
|
|
|
|
|
|
||
|
Europe
|
|
|
|
|
|
||
|
Total segment assets
|
|
|
|
|
|
||
|
Corporate and other
|
|
|
|
|
|
||
|
|
$
|
|
|
|
$
|
|
|
|
|
Quarters Ended
|
||
|
|
March 31, 2017
|
|
March 25, 2016
|
|
|
(91 days)
|
|
(84 days)
|
|
Average FICO score
|
740
|
|
744
|
|
|
Quarters Ended
|
||
|
|
March 31, 2017
|
|
March 25, 2016
|
|
|
(91 days)
|
|
(84 days)
|
|
Historical default rates
|
0.9%
|
|
0.9%
|
|
•
|
Maintenance fees on unsold inventory;
|
|
•
|
Costs to provide alternative usage options, including Marriott Rewards Points and offerings available as part of the Explorer Collection, for owners who elect to exchange their inventory;
|
|
•
|
Marketing costs and direct operating and related expenses in connection with the rental business (such as housekeeping, credit card expenses and reservation services); and
|
|
•
|
Costs associated with the banking and borrowing usage option that is available under our points-based programs.
|
|
•
|
Contract sales from the sale of vacation ownership products;
|
|
•
|
Development margin percentage; and
|
|
•
|
Volume per guest (“VPG”), which we calculate by dividing contract sales, excluding fractional and residential sales, telesales and other sales that are not attributed to a tour at a sales location, by the number of tours at sales locations in a given period. We believe that this operating metric is valuable in evaluating the effectiveness of the sales process as it combines the impact of average contract price with the number of touring guests who make a purchase.
|
|
|
Quarters Ended
|
||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
||||
|
REVENUES
|
|
|
|
||||
|
Sale of vacation ownership products
|
$
|
172,155
|
|
|
$
|
138,369
|
|
|
Resort management and other services
|
74,339
|
|
|
63,757
|
|
||
|
Financing
|
32,111
|
|
|
29,224
|
|
||
|
Rental
|
85,256
|
|
|
80,288
|
|
||
|
Cost reimbursements
|
123,633
|
|
|
107,533
|
|
||
|
TOTAL REVENUES
|
487,494
|
|
|
419,171
|
|
||
|
EXPENSES
|
|
|
|
||||
|
Cost of vacation ownership products
|
42,620
|
|
|
35,617
|
|
||
|
Marketing and sales
|
100,661
|
|
|
78,412
|
|
||
|
Resort management and other services
|
41,831
|
|
|
39,863
|
|
||
|
Financing
|
5,206
|
|
|
4,629
|
|
||
|
Rental
|
70,432
|
|
|
64,660
|
|
||
|
General and administrative
|
27,539
|
|
|
25,359
|
|
||
|
Litigation settlement
|
—
|
|
|
(303
|
)
|
||
|
Consumer financing interest
|
5,938
|
|
|
5,362
|
|
||
|
Royalty fee
|
16,070
|
|
|
13,357
|
|
||
|
Cost reimbursements
|
123,633
|
|
|
107,533
|
|
||
|
TOTAL EXPENSES
|
433,930
|
|
|
374,489
|
|
||
|
(Losses) gains and other (expense) income
|
(59
|
)
|
|
7
|
|
||
|
Interest expense
|
(781
|
)
|
|
(1,982
|
)
|
||
|
Other
|
(369
|
)
|
|
(2,542
|
)
|
||
|
INCOME BEFORE INCOME TAXES
|
52,355
|
|
|
40,165
|
|
||
|
Provision for income taxes
|
(18,655
|
)
|
|
(15,757
|
)
|
||
|
NET INCOME
|
$
|
33,700
|
|
|
$
|
24,408
|
|
|
|
Quarters Ended
|
|
Change
|
|
% Change
|
||||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
|
|
||||||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
|
|||||||||
|
Contract sales
|
|
|
|
|
|
|
|
||||||
|
Vacation ownership
|
|
|
|
|
|
|
|
||||||
|
North America
|
$
|
177,436
|
|
|
$
|
139,650
|
|
|
$
|
37,786
|
|
|
27%
|
|
Asia Pacific
|
11,948
|
|
|
9,426
|
|
|
2,522
|
|
|
27%
|
|||
|
Europe
|
4,450
|
|
|
4,418
|
|
|
32
|
|
|
1%
|
|||
|
Total contract sales
|
$
|
193,834
|
|
|
$
|
153,494
|
|
|
$
|
40,340
|
|
|
26%
|
|
|
Quarters Ended
|
|
Change
|
|
% Change
|
||||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
|
|
||||||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
|
|||||||||
|
Contract sales
|
$
|
193,834
|
|
|
$
|
153,494
|
|
|
$
|
40,340
|
|
|
26%
|
|
Revenue recognition adjustments:
|
|
|
|
|
|
|
|
||||||
|
Reportability
|
(4,030
|
)
|
|
786
|
|
|
(4,816
|
)
|
|
|
|||
|
Sales reserve
|
(12,221
|
)
|
|
(8,223
|
)
|
|
(3,998
|
)
|
|
|
|||
|
Other
(1)
|
(5,428
|
)
|
|
(7,688
|
)
|
|
2,260
|
|
|
|
|||
|
Sale of vacation ownership products
|
$
|
172,155
|
|
|
$
|
138,369
|
|
|
$
|
33,786
|
|
|
24%
|
|
(1)
|
Adjustment for sales incentives that will not be recognized as Sale of vacation ownership products revenue.
|
|
|
Quarters Ended
|
|
Change
|
|
% Change
|
||||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
|
|
||||||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
|
|||||||||
|
Sale of vacation ownership products
|
$
|
172,155
|
|
|
$
|
138,369
|
|
|
$
|
33,786
|
|
|
24%
|
|
Cost of vacation ownership products
|
(42,620
|
)
|
|
(35,617
|
)
|
|
(7,003
|
)
|
|
(20%)
|
|||
|
Marketing and sales
|
(100,661
|
)
|
|
(78,412
|
)
|
|
(22,249
|
)
|
|
(28%)
|
|||
|
Development margin
|
$
|
28,874
|
|
|
$
|
24,340
|
|
|
$
|
4,534
|
|
|
19%
|
|
Development margin percentage
|
16.8%
|
|
17.6%
|
|
(0.8 pts)
|
|
|
||||||
|
•
|
$4.1 million of unfavorable changes in product cost true-up activity ($0.9 million of unfavorable true-up activity in the 2017 first quarter compared to $3.2 million of favorable true-up activity in the 2016 first quarter);
|
|
•
|
$3.3 million of unfavorable revenue reportability compared to the 2016 first quarter;
|
|
•
|
$3.0 million of higher marketing and sales costs due to ramping up the company’s six new sales distributions;
|
|
•
|
$1.4 million from higher sales reserve activity due to the increase in financing propensity in our North America segment and an increase in the sales reserve rates in our Asia Pacific and Europe segments due mainly to an unfavorable sales reserve adjustment to correct an immaterial error in 2016 with respect to historical static pool data; and
|
|
•
|
$0.8 million from higher other development and inventory expenses.
|
|
|
Quarters Ended
|
|
Change
|
|
% Change
|
||||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
|
|
||||||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
|
|||||||||
|
Management fee revenues
|
$
|
21,759
|
|
|
$
|
18,440
|
|
|
$
|
3,319
|
|
|
18%
|
|
Ancillary revenues
|
27,269
|
|
|
27,299
|
|
|
(30
|
)
|
|
—%
|
|||
|
Other services revenues
|
25,311
|
|
|
18,018
|
|
|
7,293
|
|
|
40%
|
|||
|
Resort management and other services revenues
|
74,339
|
|
|
63,757
|
|
|
10,582
|
|
|
17%
|
|||
|
Resort management and other services expenses
|
(41,831
|
)
|
|
(39,863
|
)
|
|
(1,968
|
)
|
|
(5%)
|
|||
|
Resort management and other services margin
|
$
|
32,508
|
|
|
$
|
23,894
|
|
|
$
|
8,614
|
|
|
36%
|
|
Resort management and other services margin percentage
|
43.7%
|
|
37.5%
|
|
6.2 pts
|
|
|
||||||
|
|
Quarters Ended
|
|
Change
|
|
% Change
|
||||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
|
|
||||||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
|
|||||||||
|
Interest income
|
$
|
30,356
|
|
|
$
|
27,774
|
|
|
$
|
2,582
|
|
|
9%
|
|
Other financing revenues
|
1,755
|
|
|
1,450
|
|
|
305
|
|
|
21%
|
|||
|
Financing revenues
|
32,111
|
|
|
29,224
|
|
|
2,887
|
|
|
10%
|
|||
|
Financing expenses
|
(5,206
|
)
|
|
(4,629
|
)
|
|
(577
|
)
|
|
(12%)
|
|||
|
Consumer financing interest expense
|
(5,938
|
)
|
|
(5,362
|
)
|
|
(576
|
)
|
|
(11%)
|
|||
|
Financing margin
|
$
|
20,967
|
|
|
$
|
19,233
|
|
|
$
|
1,734
|
|
|
9%
|
|
Financing propensity
|
66.1%
|
|
58.5%
|
|
|
|
|
||||||
|
|
Quarters Ended
|
|
Change
|
|
% Change
|
||||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
|
|
||||||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
|
|||||||||
|
Rental revenues
|
$
|
85,256
|
|
|
$
|
80,288
|
|
|
$
|
4,968
|
|
|
6%
|
|
Unsold maintenance fees
|
(18,573
|
)
|
|
(14,493
|
)
|
|
(4,080
|
)
|
|
(28%)
|
|||
|
Other rental expenses
|
(51,859
|
)
|
|
(50,167
|
)
|
|
(1,692
|
)
|
|
(3%)
|
|||
|
Rental margin
|
$
|
14,824
|
|
|
$
|
15,628
|
|
|
$
|
(804
|
)
|
|
(5%)
|
|
Rental margin percentage
|
17.4%
|
|
19.5%
|
|
(2.1 pts)
|
|
|
||||||
|
|
Quarters Ended
|
|
Change
|
|
% Change
|
||||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
|
|
||||||||
|
|
(91 days)
|
|
(84 days)
|
|
|||||||||
|
Transient keys rented
(1)
|
326,339
|
|
|
292,649
|
|
|
33,690
|
|
|
12%
|
|||
|
Average transient key rate
|
$
|
227.80
|
|
|
$
|
228.80
|
|
|
$
|
(1.00
|
)
|
|
—%
|
|
Resort occupancy
|
87.6%
|
|
88.9%
|
|
(1.3 pts)
|
|
|
||||||
|
(1)
|
Transient keys rented exclude those obtained through the use of plus points, preview stays and those associated with our operating properties in San Diego, California and Surfers Paradise, Australia prior to conversion to vacation ownership inventory.
|
|
|
Quarters Ended
|
||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
||||
|
Net income
|
$
|
33,700
|
|
|
$
|
24,408
|
|
|
Interest expense
|
781
|
|
|
1,982
|
|
||
|
Tax provision
|
18,655
|
|
|
15,757
|
|
||
|
Depreciation and amortization
|
5,191
|
|
|
5,125
|
|
||
|
EBITDA
|
58,327
|
|
|
47,272
|
|
||
|
Non-cash share-based compensation
|
3,276
|
|
|
2,524
|
|
||
|
Certain items
|
471
|
|
|
1,795
|
|
||
|
Adjusted EBITDA
|
$
|
62,074
|
|
|
$
|
51,591
|
|
|
|
Quarters Ended
|
||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
||||
|
REVENUES
|
|
|
|
||||
|
Sale of vacation ownership products
|
$
|
156,657
|
|
|
$
|
124,684
|
|
|
Resort management and other services
|
68,818
|
|
|
56,382
|
|
||
|
Financing
|
30,239
|
|
|
27,408
|
|
||
|
Rental
|
79,140
|
|
|
72,508
|
|
||
|
Cost reimbursements
|
114,955
|
|
|
99,182
|
|
||
|
TOTAL REVENUES
|
449,809
|
|
|
380,164
|
|
||
|
EXPENSES
|
|
|
|
||||
|
Cost of vacation ownership products
|
37,635
|
|
|
30,662
|
|
||
|
Marketing and sales
|
88,870
|
|
|
68,315
|
|
||
|
Resort management and other services
|
36,945
|
|
|
32,807
|
|
||
|
Rental
|
63,005
|
|
|
55,956
|
|
||
|
Litigation settlement
|
—
|
|
|
(303
|
)
|
||
|
Royalty fee
|
2,690
|
|
|
1,686
|
|
||
|
Cost reimbursements
|
114,955
|
|
|
99,182
|
|
||
|
TOTAL EXPENSES
|
344,100
|
|
|
288,305
|
|
||
|
(Losses) gains and other (expense) income
|
(34
|
)
|
|
7
|
|
||
|
Other
|
51
|
|
|
(2,280
|
)
|
||
|
SEGMENT FINANCIAL RESULTS
|
$
|
105,726
|
|
|
$
|
89,586
|
|
|
|
Quarters Ended
|
|
Change
|
|
% Change
|
||||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
|
|||||||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
|
|||||||||
|
Contract sales
|
|
|
|
|
|
|
|
||||||
|
Vacation ownership
|
$
|
177,436
|
|
|
$
|
139,650
|
|
|
$
|
37,786
|
|
|
27%
|
|
Total contract sales
|
$
|
177,436
|
|
|
$
|
139,650
|
|
|
$
|
37,786
|
|
|
27%
|
|
|
Quarters Ended
|
|
Change
|
|
% Change
|
||||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
|
|||||||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
|
|||||||||
|
Contract sales
|
$
|
177,436
|
|
|
$
|
139,650
|
|
|
$
|
37,786
|
|
|
27%
|
|
Revenue recognition adjustments:
|
|
|
|
|
|
|
|
||||||
|
Reportability
|
(4,694
|
)
|
|
88
|
|
|
(4,782
|
)
|
|
|
|||
|
Sales reserve
|
(10,682
|
)
|
|
(7,406
|
)
|
|
(3,276
|
)
|
|
|
|||
|
Other
(1)
|
(5,403
|
)
|
|
(7,648
|
)
|
|
2,245
|
|
|
|
|||
|
Sale of vacation ownership products
|
$
|
156,657
|
|
|
$
|
124,684
|
|
|
$
|
31,973
|
|
|
26%
|
|
(1)
|
Adjustment for sales incentives that will not be recognized as Sale of vacation ownership products revenue.
|
|
|
Quarters Ended
|
|
Change
|
|
% Change
|
||||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
|
|||||||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
|
|||||||||
|
Sale of vacation ownership products
|
$
|
156,657
|
|
|
$
|
124,684
|
|
|
31,973
|
|
|
26%
|
|
|
Cost of vacation ownership products
|
(37,635
|
)
|
|
(30,662
|
)
|
|
(6,973
|
)
|
|
(23%)
|
|||
|
Marketing and sales
|
(88,870
|
)
|
|
(68,315
|
)
|
|
(20,555
|
)
|
|
(30%)
|
|||
|
Development margin
|
$
|
30,152
|
|
|
$
|
25,707
|
|
|
$
|
4,445
|
|
|
17%
|
|
Development margin percentage
|
19.2%
|
|
20.6%
|
|
(1.4 pts)
|
|
|
||||||
|
•
|
$4.4 million of unfavorable changes in product cost true-up activity (more than $1.0 million of unfavorable true-up activity in the 2017 first quarter compared to $3.3 million of favorable true-up activity in the 2016 first quarter),
|
|
•
|
$3.5 million of higher marketing and sales costs due to ramping up the new sales distributions;
|
|
•
|
$3.2 million of unfavorable revenue reportability compared to the 2016 first quarter;
|
|
•
|
$0.9 million from higher sales reserve activity in the 2017 first quarter due to the increase in financing propensity; and
|
|
•
|
$0.5 million from higher other development and inventory expenses.
|
|
|
Quarters Ended
|
|
Change
|
|
% Change
|
||||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
|
|||||||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
|
|||||||||
|
Management fee revenues
|
$
|
19,465
|
|
|
$
|
16,463
|
|
|
$
|
3,002
|
|
|
18%
|
|
Ancillary revenues
|
24,688
|
|
|
22,441
|
|
|
2,247
|
|
|
10%
|
|||
|
Other services revenues
|
24,665
|
|
|
17,478
|
|
|
7,187
|
|
|
41%
|
|||
|
Resort management and other services revenues
|
68,818
|
|
|
56,382
|
|
|
12,436
|
|
|
22%
|
|||
|
Resort management and other services expenses
|
(36,945
|
)
|
|
(32,807
|
)
|
|
(4,138
|
)
|
|
(13%)
|
|||
|
Resort management and other services margin
|
$
|
31,873
|
|
|
$
|
23,575
|
|
|
$
|
8,298
|
|
|
35%
|
|
Resort management and other services margin
percentage |
46.3%
|
|
41.8%
|
|
4.5 pts
|
|
|
||||||
|
|
Quarters Ended
|
|
Change
|
|
% Change
|
||||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
|
|||||||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
|
|||||||||
|
Interest income
|
$
|
28,523
|
|
|
$
|
25,993
|
|
|
$
|
2,530
|
|
|
10%
|
|
Other financing revenues
|
1,716
|
|
|
1,415
|
|
|
301
|
|
|
21%
|
|||
|
Financing revenues
|
$
|
30,239
|
|
|
$
|
27,408
|
|
|
$
|
2,831
|
|
|
10%
|
|
Financing propensity
|
66.1%
|
|
56.9%
|
|
|
|
|
||||||
|
|
Quarters Ended
|
|
Change
|
|
% Change
|
||||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
|
|||||||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
|
|||||||||
|
Rental revenues
|
$
|
79,140
|
|
|
$
|
72,508
|
|
|
$
|
6,632
|
|
|
9%
|
|
Unsold maintenance fees
|
(16,443
|
)
|
|
(13,527
|
)
|
|
(2,916
|
)
|
|
(22%)
|
|||
|
Other rental expenses
|
(46,562
|
)
|
|
(42,429
|
)
|
|
(4,133
|
)
|
|
(10%)
|
|||
|
Rental margin
|
$
|
16,135
|
|
|
$
|
16,552
|
|
|
$
|
(417
|
)
|
|
(3%)
|
|
Rental margin percentage
|
20.4%
|
|
22.8%
|
|
(2.4 pts)
|
|
|
||||||
|
|
Quarters Ended
|
|
Change
|
|
% Change
|
||||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
|
|||||||||
|
|
(91 days)
|
|
(84 days)
|
|
|||||||||
|
Transient keys rented
(1)
|
304,946
|
|
|
274,371
|
|
|
30,575
|
|
|
11%
|
|||
|
Average transient key rate
|
$
|
227.57
|
|
|
$
|
229.83
|
|
|
$
|
(2.26
|
)
|
|
(1%)
|
|
Resort occupancy
|
88.5%
|
|
90.4%
|
|
(1.9 pts)
|
|
|
||||||
|
(1)
|
Transient keys rented exclude those obtained through the use of plus points, preview stays and those associated with our operating property in San Diego, California prior to conversion to vacation ownership inventory.
|
|
|
Quarters Ended
|
||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
||||
|
REVENUES
|
|
|
|
||||
|
Sale of vacation ownership products
|
$
|
10,922
|
|
|
$
|
8,525
|
|
|
Resort management and other services
|
1,097
|
|
|
3,446
|
|
||
|
Financing
|
1,123
|
|
|
981
|
|
||
|
Rental
|
3,738
|
|
|
5,621
|
|
||
|
Cost reimbursements
|
1,147
|
|
|
873
|
|
||
|
TOTAL REVENUES
|
18,027
|
|
|
19,446
|
|
||
|
EXPENSES
|
|
|
|
||||
|
Cost of vacation ownership products
|
2,089
|
|
|
1,709
|
|
||
|
Marketing and sales
|
8,201
|
|
|
6,211
|
|
||
|
Resort management and other services
|
1,093
|
|
|
3,501
|
|
||
|
Rental
|
4,137
|
|
|
5,788
|
|
||
|
Royalty fee
|
228
|
|
|
146
|
|
||
|
Cost reimbursements
|
1,147
|
|
|
873
|
|
||
|
TOTAL EXPENSES
|
16,895
|
|
|
18,228
|
|
||
|
Losses and other expense
|
(20
|
)
|
|
—
|
|
||
|
Other
|
(8
|
)
|
|
(208
|
)
|
||
|
SEGMENT FINANCIAL RESULTS
|
$
|
1,104
|
|
|
$
|
1,010
|
|
|
|
Quarters Ended
|
|
Change
|
|
% Change
|
||||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
|
|||||||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
|
|||||||||
|
Contract sales
|
|
|
|
|
|
|
|
||||||
|
Vacation ownership
|
$
|
11,948
|
|
|
$
|
9,426
|
|
|
$
|
2,522
|
|
|
27%
|
|
Total contract sales
|
$
|
11,948
|
|
|
$
|
9,426
|
|
|
$
|
2,522
|
|
|
27%
|
|
|
Quarters Ended
|
|
Change
|
|
% Change
|
||||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
|
|||||||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
|
|||||||||
|
Contract sales
|
$
|
11,948
|
|
|
$
|
9,426
|
|
|
$
|
2,522
|
|
|
27%
|
|
Revenue recognition adjustments:
|
|
|
|
|
|
|
|
||||||
|
Reportability
|
81
|
|
|
(267
|
)
|
|
348
|
|
|
|
|||
|
Sales reserve
|
(1,085
|
)
|
|
(619
|
)
|
|
(466
|
)
|
|
|
|||
|
Other
(1)
|
(22
|
)
|
|
(15
|
)
|
|
(7
|
)
|
|
|
|||
|
Sale of vacation ownership products
|
$
|
10,922
|
|
|
$
|
8,525
|
|
|
$
|
2,397
|
|
|
28%
|
|
(1)
|
Adjustment for sales incentives that will not be recognized as Sale of vacation ownership products revenue.
|
|
|
Quarters Ended
|
|
Change
|
|
% Change
|
||||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
|
|||||||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
|
|||||||||
|
Sale of vacation ownership products
|
$
|
10,922
|
|
|
$
|
8,525
|
|
|
$
|
2,397
|
|
|
28%
|
|
Cost of vacation ownership products
|
(2,089
|
)
|
|
(1,709
|
)
|
|
(380
|
)
|
|
(22%)
|
|||
|
Marketing and sales
|
(8,201
|
)
|
|
(6,211
|
)
|
|
(1,990
|
)
|
|
(32%)
|
|||
|
Development margin
|
$
|
632
|
|
|
$
|
605
|
|
|
$
|
27
|
|
|
4%
|
|
Development margin percentage
|
5.8%
|
|
7.1%
|
|
(1.3 pts)
|
|
|
||||||
|
•
|
$0.3 million from the higher vacation ownership contract sales volume net of direct variable expenses (i.e., cost of vacation ownership products and marketing and sales) driven by $0.5 million of lower marketing and sales costs at the new sales location in Surfers Paradise, Australia due to startup costs incurred in the the 2016 first quarter and a lower average cost of real estate inventory being sold in the 2017 first quarter, partially offset by a $0.2 million increase in marketing and sales costs at the sites other than Surfers Paradise, Australia; and
|
|
•
|
$0.2 million of favorable revenue reportability compared to the 2016 first quarter.
|
|
|
Quarters Ended
|
|
Change
|
|
% Change
|
||||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
|
|||||||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
|
|||||||||
|
Management fee revenues
|
$
|
787
|
|
|
$
|
544
|
|
|
$
|
243
|
|
|
45%
|
|
Ancillary revenues
|
—
|
|
|
2,658
|
|
|
(2,658
|
)
|
|
(100%)
|
|||
|
Other services revenues
|
310
|
|
|
244
|
|
|
66
|
|
|
27%
|
|||
|
Resort management and other services revenues
|
1,097
|
|
|
3,446
|
|
|
(2,349
|
)
|
|
(68%)
|
|||
|
Resort management and other services expenses
|
(1,093
|
)
|
|
(3,501
|
)
|
|
2,408
|
|
|
69%
|
|||
|
Resort management and other services margin
|
$
|
4
|
|
|
$
|
(55
|
)
|
|
$
|
59
|
|
|
107%
|
|
Resort management and other services margin percentage
|
0.4%
|
|
(1.6%)
|
|
2.0 pts
|
|
|
||||||
|
|
Quarters Ended
|
|
Change
|
|
% Change
|
||||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
|
|||||||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
|
|||||||||
|
Rental revenues
|
$
|
3,738
|
|
|
$
|
5,621
|
|
|
$
|
(1,883
|
)
|
|
(33%)
|
|
Rental expenses
|
(4,137
|
)
|
|
(5,788
|
)
|
|
1,651
|
|
|
29%
|
|||
|
Rental margin
|
$
|
(399
|
)
|
|
$
|
(167
|
)
|
|
$
|
(232
|
)
|
|
(139%)
|
|
Rental margin percentage
|
(10.7%)
|
|
(3.0%)
|
|
(7.7 pts)
|
|
|
||||||
|
|
Quarters Ended
|
||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
||||
|
REVENUES
|
|
|
|
||||
|
Sale of vacation ownership products
|
$
|
4,576
|
|
|
$
|
5,160
|
|
|
Resort management and other services
|
4,424
|
|
|
3,929
|
|
||
|
Financing
|
749
|
|
|
835
|
|
||
|
Rental
|
2,378
|
|
|
2,159
|
|
||
|
Cost reimbursements
|
7,531
|
|
|
7,478
|
|
||
|
TOTAL REVENUES
|
19,658
|
|
|
19,561
|
|
||
|
EXPENSES
|
|
|
|
||||
|
Cost of vacation ownership products
|
661
|
|
|
1,291
|
|
||
|
Marketing and sales
|
3,590
|
|
|
3,886
|
|
||
|
Resort management and other services
|
3,793
|
|
|
3,555
|
|
||
|
Rental
|
3,290
|
|
|
2,916
|
|
||
|
Royalty fee
|
46
|
|
|
49
|
|
||
|
Cost reimbursements
|
7,531
|
|
|
7,478
|
|
||
|
TOTAL EXPENSES
|
18,911
|
|
|
19,175
|
|
||
|
SEGMENT FINANCIAL RESULTS
|
$
|
747
|
|
|
$
|
386
|
|
|
|
Quarters Ended
|
|
Change
|
|
% Change
|
||||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
|
|||||||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
|
|||||||||
|
Contract sales
|
|
|
|
|
|
|
|
||||||
|
Vacation ownership
|
$
|
4,450
|
|
|
$
|
4,418
|
|
|
$
|
32
|
|
|
1%
|
|
Total contract sales
|
$
|
4,450
|
|
|
$
|
4,418
|
|
|
$
|
32
|
|
|
1%
|
|
|
Quarters Ended
|
|
Change
|
|
% Change
|
||||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
|
|||||||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
|
|||||||||
|
Contract sales
|
$
|
4,450
|
|
|
$
|
4,418
|
|
|
$
|
32
|
|
|
1%
|
|
Revenue recognition adjustments:
|
|
|
|
|
|
|
|
||||||
|
Reportability
|
583
|
|
|
965
|
|
|
(382
|
)
|
|
|
|||
|
Sales reserve
|
(454
|
)
|
|
(198
|
)
|
|
(256
|
)
|
|
|
|||
|
Other
(1)
|
(3
|
)
|
|
(25
|
)
|
|
22
|
|
|
|
|||
|
Sale of vacation ownership products
|
$
|
4,576
|
|
|
$
|
5,160
|
|
|
$
|
(584
|
)
|
|
(11%)
|
|
(1)
|
Adjustment for sales incentives that will not be recognized as Sale of vacation ownership products revenue.
|
|
|
Quarters Ended
|
|
Change
|
|
% Change
|
||||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
|
|||||||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
|
|||||||||
|
Sale of vacation ownership products
|
$
|
4,576
|
|
|
$
|
5,160
|
|
|
$
|
(584
|
)
|
|
(11%)
|
|
Cost of vacation ownership products
|
(661
|
)
|
|
(1,291
|
)
|
|
630
|
|
|
49%
|
|||
|
Marketing and sales
|
(3,590
|
)
|
|
(3,886
|
)
|
|
296
|
|
|
8%
|
|||
|
Development margin
|
$
|
325
|
|
|
$
|
(17
|
)
|
|
$
|
342
|
|
|
2,012%
|
|
Development margin percentage
|
7.1%
|
|
(0.3%)
|
|
7.4 pts
|
|
|
||||||
|
|
Quarters Ended
|
||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
||||
|
EXPENSES
|
|
|
|
||||
|
Cost of vacation ownership products
|
$
|
2,235
|
|
|
$
|
1,955
|
|
|
Financing
|
5,206
|
|
|
4,629
|
|
||
|
General and administrative
|
27,539
|
|
|
25,359
|
|
||
|
Consumer financing interest
|
5,938
|
|
|
5,362
|
|
||
|
Royalty fee
|
13,106
|
|
|
11,476
|
|
||
|
TOTAL EXPENSES
|
54,024
|
|
|
48,781
|
|
||
|
Losses and other expense
|
(5
|
)
|
|
—
|
|
||
|
Interest expense
|
(781
|
)
|
|
(1,982
|
)
|
||
|
Other
|
(412
|
)
|
|
(54
|
)
|
||
|
TOTAL FINANCIAL RESULTS
|
$
|
(55,222
|
)
|
|
$
|
(50,817
|
)
|
|
|
Quarters Ended
|
||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
||||
|
Cash, cash equivalents and restricted cash provided by (used in):
|
|
|
|
||||
|
Operating activities
|
$
|
45,704
|
|
|
$
|
9,878
|
|
|
Investing activities
|
(13,254
|
)
|
|
(6,322
|
)
|
||
|
Financing activities
|
(81,229
|
)
|
|
(90,667
|
)
|
||
|
Effect of change in exchange rates on cash, cash equivalents and restricted cash
|
1,551
|
|
|
464
|
|
||
|
Net change in cash, cash equivalents and restricted cash
|
$
|
(47,228
|
)
|
|
$
|
(86,647
|
)
|
|
|
Quarters Ended
|
||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
||||
|
Real estate inventory spending
|
$
|
(17,232
|
)
|
|
$
|
(48,126
|
)
|
|
Real estate inventory costs
|
39,268
|
|
|
33,014
|
|
||
|
Real estate inventory spending less than (in excess of)
cost of sales
|
$
|
22,036
|
|
|
$
|
(15,112
|
)
|
|
|
Quarters Ended
|
||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
||||
|
Vacation ownership notes receivable collections — non-securitized
|
$
|
20,214
|
|
|
$
|
19,376
|
|
|
Vacation ownership notes receivable collections — securitized
|
55,854
|
|
|
41,156
|
|
||
|
Vacation ownership notes receivable originations
|
(112,832
|
)
|
|
(57,524
|
)
|
||
|
Vacation ownership notes receivable collections (less than)
in excess of originations
|
$
|
(36,764
|
)
|
|
$
|
3,008
|
|
|
|
Quarters Ended
|
||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
||||
|
Capital expenditures for property and equipment (excluding inventory)
|
$
|
(5,055
|
)
|
|
$
|
(6,331
|
)
|
|
Purchase of company owned life insurance
|
(8,200
|
)
|
|
—
|
|
||
|
Dispositions, net
|
1
|
|
|
9
|
|
||
|
Net cash used in investing activities
|
$
|
(13,254
|
)
|
|
$
|
(6,322
|
)
|
|
|
Quarters Ended
|
||||||
|
|
March 31, 2017
|
|
March 25, 2016
|
||||
|
($ in thousands)
|
(91 days)
|
|
(84 days)
|
||||
|
Borrowings from securitization transactions
|
$
|
—
|
|
|
$
|
51,130
|
|
|
Repayment of debt related to securitization transactions
|
(54,340
|
)
|
|
(47,711
|
)
|
||
|
Debt issuance costs
|
(1,219
|
)
|
|
—
|
|
||
|
Repurchase of common stock
|
—
|
|
|
(73,228
|
)
|
||
|
Payment of dividends
|
(19,010
|
)
|
|
(17,585
|
)
|
||
|
Payment of withholding taxes on vesting of restricted stock units
|
(6,644
|
)
|
|
(3,864
|
)
|
||
|
Other, net
|
(16
|
)
|
|
591
|
|
||
|
Net cash used in financing activities
|
$
|
(81,229
|
)
|
|
$
|
(90,667
|
)
|
|
($ in thousands, except per share amounts)
|
Number of Shares Repurchased
|
|
Cost of Shares Repurchased
|
|
Average Price Paid per Share
|
|||||
|
As of December 30, 2016
|
9,672,629
|
|
|
$
|
608,439
|
|
|
$
|
62.90
|
|
|
For the quarter ended March 31, 2017
|
—
|
|
|
—
|
|
|
—
|
|
||
|
As of March 31, 2017
|
9,672,629
|
|
|
$
|
608,439
|
|
|
$
|
62.90
|
|
|
Declaration Date
|
|
Shareholder Record Date
|
|
Distribution Date
|
|
Dividend per Share
|
|
December 9, 2016
|
|
December 22, 2016
|
|
January 4, 2017
|
|
$0.35
|
|
February 9, 2017
|
|
February 23, 2017
|
|
March 9, 2017
|
|
$0.35
|
|
Period
|
Total Number of Shares Purchased
|
|
Average
Price per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(1)
|
|
Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs
(1)
|
||
|
December 31, 2016 – January 31, 2017
|
—
|
|
|
$—
|
|
—
|
|
|
1,227,371
|
|
February 1, 2017 – February 28, 2017
|
—
|
|
|
$—
|
|
—
|
|
|
1,227,371
|
|
March 1, 2017 – March 31, 2017
|
—
|
|
|
$—
|
|
—
|
|
|
1,227,371
|
|
Total
|
—
|
|
|
$—
|
|
—
|
|
|
1,227,371
|
|
(1)
|
On February 9, 2017, our Board of Directors extended the duration of our existing share repurchase program to September 30, 2017. As of March 31, 2017, our Board of Directors had authorized the repurchase of an aggregate of up to 10,900,000 shares of our common stock under the share repurchase program since the initiation of the program in October 2013.
|
|
|
|
MARRIOTT VACATIONS WORLDWIDE CORPORATION
|
|
|
|
|
|
May 4, 2017
|
|
/s/ Stephen P. Weisz
|
|
|
|
Stephen P. Weisz
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
/s/ John E. Geller, Jr.
|
|
|
|
John E. Geller, Jr.
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
Exhibit
No.
|
|
Description
|
|
|
Restated Certificate of Incorporation of Marriott Vacations Worldwide Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 22, 2011).
|
|
|
|
Restated Bylaws of Marriott Vacations Worldwide Corporation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on November 22, 2011).
|
|
|
|
Omnibus Amendment No. 5, dated March 8, 2017, relating to, among other agreements, the Third Amended and Restated Indenture, by and among Marriott Vacations Worldwide Owner Trust 2011-1, Marriott Ownership Resorts, Inc., Wells Fargo Bank, National Association, MORI SPC Series Corp., Marriott Vacations Worldwide Corporation, the Purchasers signatory thereto, Deutsche Bank AG, New York Branch, Wilmington Trust, National Association, and MVCO Series LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 14, 2017).
|
|
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
|
|
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
|
|
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document.
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document.
|
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|---|---|---|
Mr. Quazzo is the Chief Executive Officer, and has been the Managing Director and co-founder, of Pearlmark Real Estate, LLC, a real estate principal investment firm, since March 1996. From April 1991 to March 1996, Mr. Quazzo was President of Equity Institutional Investors, Inc., a private investment firm and a subsidiary of Equity Group Investments, Inc. He is currently a director of Phillips Edison & Company, Inc., a publicly traded REIT, and was a director of Starwood from 1995 to September 2016. Mr. Quazzo is a member and trustee of the Urban Land Institute; past chair of the ULI Foundation; a member of the Pension Real Estate Association; and a licensed real estate broker in Illinois. He was a director of ILG from May 2016 through August 2018, prior to the Company’s acquisition of ILG. | |||
Mr. Avril has over 30 years of executive experience, principally in the hospitality and vacation ownership industry. Mr. Avril has been a self-employed consultant since March 2017. He previously served as Chief Executive Officer of Diamond Resorts International, Inc., a hospitality and vacation ownership company, from November 2016 to March 2017. Prior to that, he was Chief Executive Officer-elect for Vistana Signature Experiences, Inc. (“Vistana”), a vacation ownership business, from February 2015 to May 2016, after his retirement as President, Hotel Group, for Starwood Hotels & Resorts Worldwide, Inc., a publicly traded hotel and leisure company (“Starwood”) – a position he held from September 2008 to December 2012. In this role, he was responsible for hotel operations worldwide for Starwood’s nine hotel brands, consisting of 960 properties in more than approximately 97 countries. Before that, from 2002 to 2008, he served in a number of executive leadership positions with Starwood, and from 1989 to 1998, held various senior leadership positions with Vistana including President and Managing Director of Operations. Mr. Avril previously served as a director and Chairman of the Board of Directors of Franchise Group, Inc. and Babcock & Wilcox Enterprises, Inc. | |||
Ms. Galligan served as a Managing Director in the Cyber and Strategic Risk practice from September 2013 to October 2023 of Deloitte LLP, a multinational accounting firm, and led the response to several high-profile cyber breaches at Deloitte’s clients. She also served as an advisor to Fortune 500 boards of directors and senior executives in how to address global cyber incidents. Ms. Galligan started her cyber and crisis management career in 1988 as a special agent of the Federal Bureau of Investigation (“FBI”). She assumed positions of increasing responsibility and most recently served as Special Agent in Charge of Cyber and Special Operations, a 500-person division of the New York Office of the FBI. Ms. Galligan is also a director on the Intermediate Holding Company Board of Barclays, US LLC, a non-publicly traded company. | |||
Ms. Galbreath has been the Managing Partner of Galbreath & Company, a real estate investment firm, since 1999. From April 1997 to 1999, she was Managing Director of LaSalle Partners/Jones Lang LaSalle, a real estate services and investment management firm, where she also served as a director. From 1984 to 1997, Ms. Galbreath served in a variety of leadership positions including as Managing Director, Chairman and Chief Executive Officer of The Galbreath Company, the predecessor of Galbreath & Company. Ms. Galbreath has served on the Board of Directors of BGO Industrial Real Estate Income Trust, Inc., a publicly traded real estate investment trust (“REIT”), since 2023. Ms. Galbreath was a director of Paramount Group, Inc., a publicly traded REIT, from 2014 to 2020. She was also a director of Starwood from 2005 to September 2016. She served as a director of ILG, Inc. (“ILG”), a publicly traded vacation ownership company, from May 2016 through August 2018, prior to the Company’s acquisition of ILG. | |||
Ms. Gray has been deeply professionally engaged as a leader in her industry. She is a Past Chair of the American Bar Association’s Banking Law Committee, which had over 2,000 members during her three-year term. She now sits on the Leadership Council for the American Bar Association’s Business Law Section and the Executive Council of the Federal Bar Association’s Banking Law Section. She has delivered hundreds of speeches and authored more than 20 articles in the past few years on financial services matters. Outside of her professional work, Ms. Gray has served as a Director and as a senior leader for numerous non-profit organizations. Her current affiliations include serving on the Board of Directors for The Legal Aid Society of the District of Columbia and on the Advisory Board for the Ron Brown Scholars Program. Prior to joining Paul Hastings, Ms. Gray was a Founding Partner and Governing Board Member of another international law firm. She holds a BA from the University of Virginia (Phi Beta Kappa) and a JD from Yale Law School. Ms. Gray brings to the Board a fresh and unique perspective in the areas of financial markets, regulatory affairs, consumer protection, risk and crisis management, and technology. These attributes will be an asset to the Company as it continues to make investments designed to drive continued, sustainable future growth. | |||
John E. Geller, Jr. has served as our Chief Executive Officer since January 2023 and as President since October 2021. He was previously President and Chief Financial Officer from January 2021 to October 2021. Mr. Geller served as our Executive Vice President and Chief Financial and Administrative Officer from January 2018 to January 2021. He also served as our Executive Vice President and Chief Financial Officer from 2009 to January 2018. Mr. Geller joined Marriott International in 2005 as Senior Vice President and Chief Audit Executive and Information Security Officer. In 2008, he led finance and accounting for Marriott International’s North American Lodging Operation’s West region as Chief Financial Officer. Mr. Geller began his professional career at Arthur Andersen, where he was promoted to audit partner in its real estate and hospitality practice in 2000. During 2002 and 2003, he was an audit partner with Ernst & Young in its real estate and hospitality practice. Mr. Geller served as Chief Financial Officer at AutoStar Realty in 2004. | |||
Mr. Dausch has served as Global Chief Digital and Technology Officer, Pizza Hut at Yum! Brands, Inc., a multinational fast food company, since December 2024. Prior to that, he served as Executive Vice President and Chief Strategy and Consumer Experience Officer at Under Armour, Inc., one of the world’s leading athletic performance brands from May 2024 to December 2024 and Executive Vice President, Chief Customer Officer from July 2023 to May 2024, where he led the company’s efforts to drive stronger consumer demand and engagement. Prior to joining Under Armour, Mr. Dausch was the Chief Digital and Transformation Officer of Marriott International, a global lodging company, from March 2021 to July 2023, where he led Marriott International’s direct digital channels and spearheaded one of the company’s largest business transformation initiatives; Senior Vice President, Enterprise Products from 2016 to 2021, where he played a leading role in the successful merger and integration of Marriott International and Starwood from 2016 to 2019, and Senior Vice President, Global Operations from 2014 to 2016. Mr. Dausch’s career at Marriott International spanned over 20 years with increasing leadership responsibility in the areas of Corporate Finance, Sales & Marketing, Brand Management, Franchising, Operations, Digital and Technology. | |||
Ms. Morgan retired in 2001 from a 30-year career with Walt Disney World Company, a subsidiary of The Walt Disney Company, a publicly traded entertainment company, where she served most recently as Senior Vice President of Public Affairs and Senior Vice President of Human Resources. During her tenure at Walt Disney World Company, she oversaw the Disney Institute, a recognized leader in experiential training, leadership development, benchmarking and cultural change for business professionals around the world. She previously served on the Board of Directors of Chesapeake Utilities Corporation, a publicly traded diversified energy corporation, the Board of Trustees of Hersha Hospitality Trust, a publicly traded REIT, and the Board of Directors of CNL Health Care Properties II, Inc., a publicly traded REIT. She also previously served as Chair of the Board of Trustees for the University of Florida. |
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|---|---|---|
| SHAW WILLIAM JOSEPH | - | 179,531 | 0 |
| HUNTER JAMES H IV | - | 44,216 | 0 |
| Geller John E JR | - | 43,323 | 500 |
| Hunter James H. IV | - | 40,200 | 0 |
| Miller Brian E. | - | 38,800 | 0 |
| Miller Brian E. | - | 34,543 | 0 |
| Gellein Raymond L JR | - | 32,687 | 0 |
| ANDREWS CHARLES ELLIOTT | - | 31,179 | 0 |
| GELLER JOHN E. JR | - | 23,232 | 2,150 |
| Marino Jason P | - | 15,851 | 0 |
| Smith Dwight D. | - | 11,859 | 0 |
| Yonker Michael E. | - | 11,642 | 0 |
| Marino Jason P | - | 9,985 | 0 |
| Pighini Kathleen A. | - | 9,966 | 0 |
| Gray Jonice M | - | 7,569 | 0 |
| Butera Stephanie Sobeck | - | 6,092 | 0 |
| MCCARTEN WILLIAM W | - | 5,702 | 1,966 |
| Gustafson Lori M | - | 5,628 | 0 |
| Bukkapatnam Raman | - | 5,527 | 0 |
| Butera Stephanie Sobeck | - | 4,390 | 0 |
| Pighini Kathleen A. | - | 4,340 | 0 |
| Tucker Jonice Gray | - | 4,034 | 0 |
| Bukkapatnam Raman | - | 3,842 | 0 |