CHOICE HOTELS INTERNATIONAL INC /DE 10-Q

ITEM 1. FINANCIAL STATEMENTS CHOICE HOTELS INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) Three Months Ended March 31, 2021 2020 REVENUES Royalty fees $ 66,047 $ 70,339 Initial franchise and relicensing fees 5,427 7,284 Procurement services 11,191 13,797 Marketing and reservation system 91,521 110,385 Owned hotels 4,354 9,422 Other 4,407 6,948 Total revenues 182,947 218,175 OPERATING EXPENSES Selling, general and administrative 30,267 28,383 Depreciation and amortization 6,362 6,529 Marketing and reservation system 98,173 130,447 Owned hotels 4,147 6,034 Total operating expenses 138,949 171,393 Operating income 43,998 46,782 OTHER INCOME AND EXPENSES, NET Interest expense 11,777 11,380 Interest income ( 1,281 ) ( 2,288 ) Loss on extinguishment of debt — 607 Other (gain) loss ( 1,205 ) 4,729 Equity in net loss of affiliates 5,997 1,955 Total other income and expenses, net 15,288 16,383 Income before income taxes 28,710 30,399 Income tax expense (benefit) 6,373 ( 25,064 ) Net income $ 22,337 $ 55,463 Basic earnings per share $ 0.40 $ 1.00 Diluted earnings per share $ 0.40 $ 0.99 Cash dividends declared per share $ — $ 0.225 The accompanying notes are an integral part of these consolidated financial statements. 3 Table of Contents CHOICE HOTELS INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (IN THOUSANDS) (UNAUDITED) Three Months Ended March 31, 2021 2020 Net income $ 22,337 $ 55,463 Other comprehensive income (loss), net of tax: Foreign currency translation adjustment 52 ( 664 ) Other comprehensive income (loss), net of tax 52 ( 664 ) Comprehensive income $ 22,389 $ 54,799 The accompanying notes are an integral part of these consolidated financial statements. 4 Table of Contents CHOICE HOTELS INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AMOUNTS) (UNAUDITED) March 31, 2021 December 31, 2020 ASSETS Current assets Cash and cash equivalents $ 222,961 $ 234,779 Receivables (net of allowance for credit losses of $ 65,728 and $ 59,424 , respectively) 156,754 149,921 Income taxes receivable 2,791 4,186 Notes receivable (net of allowance for credit losses of $ 6,094 and $ 4,179 , respectively) 38,286 24,048 Other current assets 24,352 19,980 Total current assets 445,144 432,914 Property and equipment, at cost, net 336,508 334,901 Operating lease right-of-use assets 15,312 17,688 Goodwill 159,196 159,196 Intangible assets, net 306,868 303,725 Notes receivable (net of allowance for credit losses of $ 13,524 and $ 15,305 , respectively) 82,651 95,785 Investments, employee benefit plans, at fair value 28,558 29,104 Investments in unconsolidated entities 53,003 57,879 Deferred income taxes 69,094 67,745 Other assets 87,804 88,396 Total assets $ 1,584,138 $ 1,587,333 LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) Current liabilities Accounts payable $ 70,980 $ 83,329 Accrued expenses and other current liabilities 65,687 78,920 Deferred revenue 52,701 50,290 Liability for guest loyalty program 54,432 43,308 Total current liabilities 243,800 255,847 Long-term debt 1,059,169 1,058,738 Long-term deferred revenue 114,279 122,406 Deferred compensation and retirement plan obligations 33,114 33,756 Income taxes payable 23,394 23,394 Operating lease liabilities 10,212 12,739 Liability for guest loyalty program 71,428 77,071 Other liabilities 9,507 9,134 Total liabilities 1,564,903 1,593,085 Commitments and Contingencies Common stock, $ 0.01 par value; 160,000,000 shares authorized; 95,065,638 shares issued at March 31, 2021 and December 31, 2020; 55,537,836 and 55,535,554 shares outstanding at March 31, 2021 and December 31, 2020, respectively 951 951 Additional paid-in-capital 237,538 233,921 Accumulated other comprehensive loss ( 4,594 ) ( 4,646 ) Treasury stock, at cost; 39,527,802 and 39,530,084 shares at March 31, 2021 and December 31, 2020, respectively ( 1,261,494 ) ( 1,260,478 ) Retained earnings 1,046,834 1,024,500 Total shareholders’ equity (deficit) 19,235 ( 5,752 ) Total liabilities and shareholders’ equity (deficit) $ 1,584,138 $ 1,587,333 The accompanying notes are an integral part of these consolidated financial statements. 5 Table of Contents CHOICE HOTELS INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED) Three Months Ended March 31, 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 22,337 $ 55,463 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 6,362 6,529 Depreciation and amortization – marketing and reservation system 5,815 4,873 Franchise agreement acquisition cost amortization 3,044 2,819 Loss on debt extinguishment — 607 Non-cash stock compensation and other charges 5,026 ( 2,575 ) Non-cash interest and other investment (income) loss ( 2,059 ) 4,339 Deferred income taxes ( 1,378 ) ( 26,677 ) Equity in net losses from unconsolidated joint ventures, less distributions received 5,997 2,105 Franchise agreement acquisition costs, net of reimbursements ( 6,770 ) ( 7,122 ) Change in working capital and other ( 38,254 ) ( 34,597 ) Net cash provided by operating activities 120 5,764 CASH FLOWS FROM INVESTING ACTIVITIES Investment in property and equipment ( 9,364 ) ( 6,229 ) Investment in intangible assets ( 885 ) ( 1,004 ) Contributions to equity method investments ( 968 ) ( 2,201 ) Distributions from equity method investments — 157 Purchases of investments, employee benefit plans ( 551 ) ( 1,544 ) Proceeds from sales of investments, employee benefit plans 1,992 1,697 Issuance of notes receivable — ( 5,778 ) Collection of notes receivable 63 63 Other items, net — 14 Net cash used in investing activities ( 9,713 ) ( 14,825 ) CASH FLOWS FROM FINANCING ACTIVITIES Net borrowings pursuant to revolving credit facilities — 396,800 Principal payments on long-term debt — ( 33,239 ) Purchase of treasury stock ( 5,046 ) ( 54,072 ) Dividends paid — ( 12,791 ) Proceeds from exercise of stock options 2,845 1,235 Net cash (used in) provided by financing activities ( 2,201 ) 297,933 Net change in cash and cash equivalents ( 11,794 ) 288,872 Effect of foreign exchange rate changes on cash and cash equivalents ( 24 ) ( 684 ) Cash and cash equivalents at beginning of period 234,779 33,766 Cash and cash equivalents at end of period $ 222,961 $ 321,954 Supplemental disclosure of cash flow information Cash payments during the period for: Income taxes, net of refunds $ 323 $ 1,024 Interest, net of capitalized interest $ 14,349 $ 12,627 Non-cash investing and financing activities: Dividends declared but not paid $ — $ 12,313 Investment in property, equipment and intangibles acquired in accounts payable and accrued liabilities $ 2,785 $ 2,709 The accompanying notes are an integral part of these consolidated financial statements. 6 Table of Contents CHOICE HOTELS INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT) (IN THOUSANDS, EXCEPT SHARE AMOUNTS) (UNAUDITED) Common Stock - Shares Outstanding Common Stock - Par Value Additional Paid-in- Capital Accumulated Other Comprehensive Income (Loss) Treasury Stock Retained Earnings Total Balance as of December 31, 2019 55,702,628 $ 951 $ 231,160 $ ( 4,550 ) $ ( 1,219,905 ) $ 968,833 $ ( 23,511 ) Cumulative-effect adjustment (1) — — — — — ( 6,831 ) ( 6,831 ) Net income — — — — — 55,463 55,463 Other comprehensive income (loss) — — — ( 664 ) — — ( 664 ) Share based payment activity (2) 294,826 — ( 9,607 ) — 8,089 ( 269 ) ( 1,787 ) Dividends declared ($ 0.225 per share) (2) — — — — — ( 12,452 ) ( 12,452 ) Treasury purchases ( 657,031 ) — — — ( 54,072 ) — ( 54,072 ) Balance as of March 31, 2020 55,340,423 $ 951 $ 221,553 $ ( 5,214 ) $ ( 1,265,888 ) $ 1,004,744 $ ( 43,854 ) Common Stock - Shares Outstanding Common Stock - Par Value Additional Paid-in- Capital Accumulated Other Comprehensive Income (Loss) Treasury Stock Retained Earnings Total Balance as of December 31, 2020 55,535,554 $ 951 $ 233,921 $ ( 4,646 ) $ ( 1,260,478 ) $ 1,024,500 $ ( 5,752 ) Net income — — — — — 22,337 22,337 Other comprehensive income (loss) — — — 52 — — 52 Share based payment activity (2) 48,781 — 3,617 — 4,030 ( 3 ) 7,644 Dividends declared (2) — — — — — — — Treasury purchases ( 46,499 ) — — — ( 5,046 ) — ( 5,046 ) Balance as of March 31, 2021 55,537,836 $ 951 $ 237,538 $ ( 4,594 ) $ ( 1,261,494 ) $ 1,046,834 $ 19,235 (1) Reflects the cumulative effect of ASU 2016-13 , Financial Instruments - Credit Losses (Topic 326) and subsequent amendments issued thereafter (collectively "Topic 326"), which was adopted on January 1, 2020. Refer to Note 3. (2) During the fourth quarter of 2019, the Company's board of directors announced a 5 % increase to the quarterly dividend rate to $ 0.225 per share from $ 0.215 per share, beginning with the dividend payable in the first quarter of 2020. On February 28, 2020, the Company’s board of directors declared a quarterly cash dividend of $ 0.225 per share of common stock. The dividend was payable on April 16, 2020 to shareholders of record on April 2, 2020. In April 2020, subsequent to the payment of the dividend and in light of uncertainty resulting from the COVID-19 pandemic, we suspended future, undeclared dividends. During 2020 and 2021, accumulated dividends were paid to certain shareholders upon vesting of certain performance vested restricted stock units ("PVRSU") which are captured in Share based payment activity. On May 7, 2021, the Company's board of directors declared a quarterly cash dividend of $0.225 per share of common stock. Refer to Note 14. The accompanying notes are an integral part of these consolidated financial statements. 7 Table of Contents CHOICE HOTELS INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. Basis of Presentation and Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements of Choice Hotels International, Inc. and its subsidiaries (together the "Company") have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America ("GAAP") pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). All significant intercompany accounts and transactions between the Company and its subsidiaries have been eliminated in consolidation. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments that are necessary to fairly present the Company's financial position and results of operations. Except as otherwise disclosed, all adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP have been omitted. Although we believe the disclosures made are adequate to prevent the information presented from being misleading, these financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2020 and notes thereto included in the Company’s Annual Report on Form 10-K, filed with the SEC on February 26, 2021. Interim results are not necessarily indicative of the entire year results. Certain prior year amounts in our consolidated financial statements have been reclassified in order to maintain comparability with current year presentation. Foreign currency transaction gains and losses that were previously presented in selling, general and administrative ("SG&A") expenses are now presented within other gain (loss) in the consolidated statements of income. The reclassification had no effect on the Company’s previously reported results of operations. Summary of Significant Accounting Policies The Company’s significant accounting policies are detailed in the “Summary of Significant Accounting Policies” section of Note 1 in the Annual Report on Form 10-K for the year ended December 31, 2020. The significant accounting policies that changed in 2021 are set forth below. Recently Adopted Accounting Standards In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes ("ASU 2019-12"). ASU 2019-12 enhances and simplifies various aspects of the income tax accounting guidance in Accounting Standards Codification ("ASC") 740, Income Taxes. The Company adopted ASU 2019-12 on January 1, 2021 and the adoption does not have material impacts on our consolidated financial statements and disclosures . 2. Revenue Contract Liabilities Contract liabilities relate to (i) advance consideration received, such as initial franchise and relicensing fees paid when a franchise agreement is executed and system implementation fees paid at time of installation, for services considered to be part of the brand intellectual property performance obligation and (ii) amounts received when Choice Privileges points are issued, but for which revenue is not yet recognized since the related points have not been redeemed. Deferred revenues from initial and relicensing fees and system implementation fees will typically be recognized over a five - to ten-year period, unless the franchise agreement is terminated and the hotel exits the franchise system whereby remaining deferred amounts will be recognized to revenue in the period of termination. Loyalty points are typically redeemed within three years of issuance. Significant changes in the contract liabilities balances during the period December 31, 2020 to March 31, 2021 are as follows: (in thousands) Balance as of December 31, 2020 $ 156,227 Increases to the contract liability balance due to cash received 15,125 Revenue recognized in the period ( 18,826 ) Balance as of March 31, 2021 $ 152,526 Remaining Performance Obligations The aggregate amount of transaction price allocated to unsatisfied or partially unsatisfied performance obligations is $ 152.5 million as of March 31, 2021. This amount represents fixed transaction price that will be recognized as revenue in future periods, which is captured in the consolidated balance sheet as current and non-current deferred revenue. Based on practical expedient elections permitted by ASU 2014-09, Revenue From Contracts with Customers (Topic 606) and subsequent amendments ("Topic 606"), the Company does not disclose the value of unsatisfied performance obligations for (i) variable consideration subject to the sales or usage-based royalty constraint or comprising a component of a series (including franchise, partnership, qualified vendor, and software as a service ("SaaS") agreements), (ii) variable consideration for which we recognize revenue at the amount to which we have the right to invoice for services performed, or (iii) contracts with an expected original duration of one year or less. Disaggregation of Revenue Three Months Ended Three Months Ended March 31, 2021 March 31, 2020 (in thousands) Over time Point in time Total Over time Point in time Total Royalty fees $ 66,047 $ — $ 66,047 $ 70,339 $ — $ 70,339 Initial franchise and relicensing fees 5,427 — 5,427 7,284 — 7,284 Procurement services 10,739 452 11,191 13,288 509 13,797 Marketing and reservation system 79,052 12,469 91,521 99,329 11,056 110,385 Owned hotels 3,517 722 4,239 8,021 1,293 9,314 Other 4,407 — 4,407 6,687 — 6,687 Total Topic 606 revenues $ 169,189 $ 13,643 182,832 $ 204,948 $ 12,858 217,806 Non-Topic 606 revenues 115 369 Total revenues $ 182,947 $ 218,175 Non-Topic 606 revenues primarily represent revenue from leasing and are presented in Owned hotels and Other revenues in the consolidated statements of income. As presented in Note 11, the Corporate & Other segment amounts represent $ 6.0 million and $ 10.9 million for the three months ended March 31, 2021 and 2020, respectively, and are included in the Over time column of Other revenues and the Owned Hotels and Non-Topic 606 revenues rows. The remaining revenues relate to the Hotel Franchising segment. Royalty fees and Marketing and reservation system revenues are presented net of intersegment revenues of $ 0.3 million and $ 0.8 million for the three months ended March 31, 2021 and 2020, respectively . 3. Notes Receivable and Allowance for Credit Losses The Company has provided financing in the form of notes receivable loans to franchisees to support the development of properties in strategic markets. 8 Table of Contents The composition of notes receivable balances based on the level of security credit quality indicator and the allowance for credit losses is as follows: (in thousands) March 31, 2021 December 31, 2020 Senior $ 105,333 $ 104,716 Subordinated 33,672 33,234 Unsecured 1,550 1,367 Total notes receivable 140,555 139,317 Total allowance for notes receivable credit losses 19,618 19,484 Total notes receivable, net of allowance $ 120,937 $ 119,833 Current portion, net of allowance $ 38,286 $ 24,048 Long-term portion, net of allowance $ 82,651 $ 95,785 Amortized cost basis by year of origination and level of security credit quality indicator are as follows: (in thousands) 2021 2020 2019 Prior Total Senior $ — $ — $ 28,981 $ 76,352 $ 105,333 Subordinated — — 2,591 31,081 33,672 Unsecured — — — 1,550 1,550 Total notes receivable $ — $ — $ 31,572 $ 108,983 $ 140,555 The following table summarizes the activity related to the Company’s notes receivable allowance for credit losses, including the impacts of adopting Topic 326: (in thousands) March 31, 2021 December 31, 2020 Beginning balance $ 19,484 $ 4,556 Allowances established from adoption of Topic 326 — 8,348 Provision for credit losses 134 7,634 Write-offs — ( 1,054 ) Ending balance $ 19,618 $ 19,484 The provisions recorded in the three months ended March 31, 2021 primarily results from changes in the classification of certain loans as collateral-dependent and associated revisions to their allowances. Allowances for credit losses attributable to collateral-dependent loans is $ 3.5 million and $ 7.8 million as of March 31, 2021 and December 31, 2020, respectively. As of March 31, 2021, two loans with senior or subordinated tranches met the definition of collateral-dependent and are collateralized by either land parcels or membership interests in the borrowing entities. The Company used a discounted cash flow ("DCF") technique to project cash flows or a market approach via quoted market prices to value the underlying collateral. In projecting cash flows, the Company reviewed the borrower's financial statements, economic trends, industry projections for the market, and comparable sales capitalization rates. These nonrecurring fair value measurements are classified as level three of the fair value measurement hierarchy, as there are unobservable inputs which are significant to the overall fair value. Based on these analyses, the fair value of collateral secures the carrying value of each loan to a significant extent. During the first quarter of 2021, a loan with senior and subordinated tranches, that met the definition of collateral-dependent as of December 31, 2020, was restructured and as a result no longer meets the classification of collateral-dependent as of March 31, 2021. As a result of the COVID-19 pandemic, the Company extended interest deferral terms on certain notes receivable. The Company considers loans to be past due and in default when payments are not made when due in accordance with then current loan provisions or terms extended to borrowers, including loans with concessions or interest deferral. Although the Company considers loans to be in default if payments are not received on the due date, the Company does not suspend the accrual of interest until those payments are more than 30 days past due. The Company applies payments received for loans on non-accrual status first to interest and then to principal. The Company does not resume interest accrual until all delinquent payments are received based on then current loan provisions. The amortized cost basis of notes receivable on non-accrual status was $ 50.7 million and $ 28.9 million at March 31, 2021 and December 31, 2020, respectively. 9 Table of Contents The Company has identified loans totaling approximately $ 13.1 million as of both March 31, 2021 and December 31, 2020, with stated interest rates that are less than market rate, representing a total unamortized discount of $ 0.6 million and $ 0.8 million as of March 31, 2021 and December 31, 2020, respectively. These discounts are reflected as a reduction of the outstanding loan amounts and are amortized over the life of the related loan. The past due balances by credit quality indicator of notes receivable are as follows: (in thousands) 30-89 days Past Due > 90 days Past Due Total Past Due Current Total Notes Receivable As of March 31, 2021 Senior $ — $ 15,200 $ 15,200 $ 90,133 $ 105,333 Subordinated — 2,209 2,209 31,463 33,672 Unsecured — — — 1,550 1,550 $ — $ 17,409 $ 17,409 $ 123,146 $ 140,555 As of December 31, 2020 Senior $ — $ 15,200 $ 15,200 $ 89,516 $ 104,716 Subordinated — 2,209 2,209 31,025 33,234 Unsecured — — — 1,367 1,367 $ — $ 17,409 $ 17,409 $ 121,908 $ 139,317 The Company evaluated its off-balance-sheet credit exposure for loan commitments and determined the likelihood of having to perform is remote as of March 31, 2021. Refer to Note 12. Variable Interest through Notes Issued The Company has issued notes receivables to certain entities that have created variable interests in these borrowers totaling $ 120.1 million and $ 119.3 million as of March 31, 2021 and December 31, 2020, respectively. The Company has determined that it is not the primary beneficiary of these variable interest entities ("VIEs"). These loans have stated fixed and/or variable interest amounts. 4. Investments in Unconsolidated Entities The Company maintains a portfolio of investments owned through noncontrolling interests in equity method investments with one or more partners. The Company has equity method investments in joint ventures that represent VIEs totaling $ 51.6 million and $ 56.9 million on the consolidated balance sheets at March 31, 2021 and December 31, 2020, respectively. These investments relate to the Company's program to offer equity support to qualified franchisees to develop and operate Cambria Hotels in strategic markets. Based on an analysis of who has the power to direct the activities that most significantly impact these entities performance and who has an obligation to absorb losses of these entities or a right to receive benefits from these entities that could potentially be significant to the entity, the Company determined that it is not the primary beneficiary of any of these VIEs. The Company based its qualitative analysis on its review of the design of the entity, its organizational structure including decision-making ability and the relevant development, operating management and financial agreements. Although the Company is not the primary beneficiary of these VIEs, it does exercise significant influence through its equity ownership and as a result the Company's investment in these entities is accounted for under the equity method. For the three months ended March 31, 2021 and 2020, the Company recognized losses totaling $ 6.4 million and $ 2.0 million, respectively, from these investments that represent VIEs. The Company's maximum exposure to losses related to its investments in VIEs is limited to its equity investments as well as certain limited payment guaranties described in Note 12 of these financial statements. During the first quarter of 2021, the Company recognized an impairment charge of $ 4.8 million related to an equity method investment. The Company assessed the estimated fair value of the investment from comparable market transactions of the investment. Based on this analysis, the Company determined that the fair market value declined below the carrying value and the decline is other-than-temporary. As a result, the Company recorded an impairment charge from the carrying value to the estimated fair value for the investment. The impairment charge is classified as equity in net loss of affiliates in the consolidated statements of income and captured in the Hotel Franchising reportable segment in Note 11. 10 Table of Contents 5. Debt Debt consists of the following: March 31, 2021 December 31, 2020 (in thousands) $ 450 million senior unsecured notes due 2031 ("2020 Senior Notes") with an effective interest rate of 3.86 %, less a discount and deferred issuance costs of $ 6.0 million and $ 6.1 million at March 31, 2021 and December 31, 2020, respectively $ 444,012 $ 443,860 $ 400 million senior unsecured notes due 2029 ("2019 Senior Notes") with an effective interest rate of 3.88 %, less a discount and deferred issuance costs of $ 5.2 million and $ 5.4 million at March 31, 2021 and December 31, 2020, respectively 394,786 394,635 $ 400 million senior unsecured notes due 2022 ("2012 Senior Notes") with an effective interest rate of 6.00 %, less deferred issuance costs of $ 0.6 million and $ 0.7 million at March 31, 2021 and December 31, 2020, respectively 215,955 215,827 $ 600 million senior unsecured revolving credit facility (1) — — Economic development loans with an effective interest rate of 3.00 % at March 31, 2021 and December 31, 2020, respectively 4,416 4,416 Long-term debt $ 1,059,169 $ 1,058,738 (1) During the third quarter of 2020, the Company utilized excess cash on hand to pay down its senior unsecured revolving credit facility balance in full and the facility remains undrawn upon as of December 31, 2020 and March 31, 2021. As there are no outstanding borrowings at December 31, 2020 or March 31, 2021, deferred issuance costs for the senior unsecured revolving credit facility of $ 2.4 million and $ 2.3 million, respectively, are presented in non-current Other Assets in the Consolidated Balance Sheets. Refer to Note 12 and the Liquidity and Capital Resources header of "Management's Discussion and Analysis of Financial Condition and Results of Operations" for more information. 6. Accumulated Other Comprehensive Loss The changes in accumulated other comprehensive loss, net of tax, for the three months ended March 31, 2021 and 2020 are as follows: (in thousands) Balance as of December 31, 2020 $ ( 4,646 ) Other comprehensive loss before reclassification 52 Net current period other comprehensive income (loss) 52 Balance as of March 31, 2021 $ ( 4,594 ) (in thousands) Balance as of December 31, 2019 $ ( 4,550 ) Other comprehensive loss before reclassification ( 664 ) Net current period other comprehensive income (loss) ( 664 ) Balance as of March 31, 2020 $ ( 5,214 ) The other comprehensive loss before reclassification for both the three months ended March 31, 2021 and 2020 relate to foreign currency items. 7. Fair Value Measurements The Company estimates the fair value of its financial instruments utilizing a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The following summarizes the three levels of inputs, as well as the assets that the Company values using those levels of inputs on a recurring basis. Level 1 : Quoted prices in active markets for identical assets and liabilities. The Company’s Level 1 assets consist of marketable securities (primarily mutual funds) held in the Deferred Compensation Plan. Level 2 : Observable inputs, other than quoted prices in active markets for identical assets and liabilities, such as quoted prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable. The Company’s Level 2 assets consist of money market funds held in the Company's Deferred Compensation Plan. Level 3 : Unobservable inputs, supported by little or no market data available, where the reporting entity is required to develop its own assumptions to determine the fair value of the instrument. The Company does not currently have any assets recorded at fair value whose fair value was determined using Level 3 inputs and there were no transfers of Level 3 assets during the three months ended March 31, 2021. As of March 31, 2021 and December 31, 2020, the Company had the following assets recorded in the consolidated balance sheets measured at fair value on a recurring basis: Fair Value Measurements at Reporting Date Using (in thousands) Total Level 1 Level 2 Level 3 As of March 31, 2021 Mutual funds (1) $ 28,880 $ 28,880 $ — $ — Money market funds (1) 2,485 — 2,485 — Total $ 31,365 $ 28,880 $ 2,485 $ — As of December 31, 2020 Mutual funds (1) $ 28,520 $ 28,520 $ — $ — Money market funds (1) 2,836 — 2,836 — Total $ 31,356 $ 28,520 $ 2,836 $ — (1) Included in Investments, employee benefit plans, at fair value and Other current assets on the consolidated balance sheets. Other financial instruments disclosure The Company believes that the fair values of its current assets and current liabilities approximate their reported carrying amounts due to the short-term nature of these items. In addition, the interest rates of the Company's senior unsecured revolving credit facility adjust frequently based on current market rates; accordingly we believe its carrying amount, when amounts are drawn, approximates fair value. The fair values of the Company's $ 400 million 2012 Senior Notes, $ 400 million 2019 Senior Notes, and $ 450 million 2020 Senior Notes are classified as Level 2, as the significant inputs are observable in an active market. At March 31, 2021 and December 31, 2020, the $ 216.6 million remaining 2012 Senior Notes had an approximate fair value of $ 228.8 million and $ 232.4 million. At March 31, 2021 and December 31, 2020, the $ 400 million 2019 Senior Notes had an approximate fair value of $ 418.9 million and $ 438.1 million, respectively, and the $ 450 million 2020 Senior Notes had an approximate fair value of $ 471.9 million and $ 498.3 million, respectively. Refer to Note 5 for further information on debt. Fair value estimates are made at a specific point in time, are subjective in nature and involve uncertainties and matters of significant judgment. Settlement of such fair value amounts may not be possible or a prudent management decision. 8. Income Taxes The effective income tax rates were 22.2 % and ( 82.5 )% for the three months ended March 31, 2021 and 2020, respectively. The effective income tax rate for the three months ended March 31, 2021 was higher than the U.S. federal income tax rate of 21.0% primarily due to the impact of state income taxes and foreign operations, partially offset by $ 0.8 million of excess tax benefits from share-based compensation. The effective income tax rate for the three months ended March 31, 2020 was lower than the U.S. federal income tax rate of 21.0% primarily due to the impact of our international reorganization in accordance with ASU 2016-16, Income Taxes (Topic 740) - Intra-Entity Transfers of Assets Other than Inventory ("ASU 2016-16"), which provides guidance on recognition of current income tax consequences for intercompany asset transfers (other than inventory) at the time of transfer, that resulted in a $ 30.6 million tax benefit. The effective income tax rate was also lower due to $ 2.4 million of excess tax benefits from share-based compensation. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act") was signed into law. The CARES Act provided opportunities to support companies affected by the COVID-19 pandemic and contained numerous income tax provisions. The provisions in the CARES Act do not have any significant impact to the Company's consolidated financial statements. 11 Table of Contents 9. Share-Based Compensation and Capital Stock The components of the Company’s pretax share-based compensation activity and associated income tax benefit are as follows for three months ended March 31, 2021 and 2020: Three Months Ended March 31, (in thousands) 2021 2020 Stock options $ 616 $ 491 Restricted stock awards 2,519 1,944 Performance vested restricted stock units 1,666 ( 5,187 ) Total share-based compensation expense $ 4,801 $ ( 2,752 ) Income tax benefit (expense) $ 1,157 $ ( 674 ) A summary of share-based award activity as of and changes during the three months ended March 31, 2021 are presented below: Stock Options Restricted Stock Performance Vested Restricted Stock Units Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Outstanding at January 1, 2021 819,610 $ 70.48 304,439 $ 84.48 321,752 $ 109.25 Granted 280,811 104.87 43,607 105.24 96,447 108.52 Performance-Based Leveraging (1) — — — — 920 81.55 Exercised/Vested ( 48,237 ) 59.00 ( 84,711 ) 82.20 ( 3,986 ) 81.55 Expired — — — — ( 72,944 ) 81.55 Forfeited — — ( 5,998 ) 82.63 ( 1,003 ) 97.68 Outstanding at March 31, 2021 1,052,184 $ 80.19 5.7 years 257,337 $ 88.79 341,186 $ 113.22 Options exercisable at March 31, 2021 556,285 $ 65.32 3.1 years (1) PVRSUs outstanding have been increased by 920 units in the three months ended March 31, 2021 due to the Company exceeding the targeted performance conditions contained in PVRSUs granted in prior periods. Stock Options The stock options granted by the Company had an exercise price equal to the market price of the Company's common stock on the date of grant. The fair value of the options granted was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions: 2021 Grants Risk-free interest rate 0.94 % Expected volatility 29.23 % Expected life of stock option 5.9 years Dividend yield (1) 0.82 % Requisite service period 4 years Contractual life 10 years Weighted average fair value of options granted (per option) $ 28.00 (1) In April 2020, in light of uncertainty resulting from the COVID-19 pandemic, we suspended future, undeclared dividends. On May 7, 2021, the Company's board of directors declared a quarterly cash dividend of $ 0.225 per share of common stock. Refer to Note 14. Restricted Stock Awards The Company grants two types of restricted stock awards: i) shares of restricted stock and ii) restricted stock units ("RSU"). Shares of restricted stock provide the participant a non-forfeitable right to dividends, if declared, and the right to vote as a shareholder while the shares are unvested. RSUs provide the participant declared dividends that are contingent upon vesting of the award. Restricted stock awards generally vest ratably over the service period beginning with the first anniversary of the grant date. The fair value of restricted stock awards is measured by the market price of the Company's common stock on the 12 Table of Contents date of grant. The service period of restricted stock awards granted during the three months ended March 31, 2021 range from 9 to 48 months. Performance Vested Restricted Stock Units The Company grants three types of PVRSU awards: i) PVRSUs with performance conditions based on internal performance conditions, ii) PVRSUs with market conditions based on the Company's total shareholder return ("TSR") relative to a predetermined peer group, and iii) PVRSUs with both performance and market conditions. The vesting of PVRSU awards is contingent upon the Company achieving internal performance and/ or TSR targets over a specified period and the employees' continued employment for a service period. These performance and market conditions affect the number of shares that will ultimately vest. During the three months ended March 31, 2021, the Company granted PVRSUs with market conditions and PVRSUs with performance and market conditions with requisite service periods between 9 months and 60 months with award vesting ranges between 0 % and 300 % of the initial units granted. The fair value of PVRSUs with only internal performance conditions is measured by the market price of the Company's common stock on the date of award grant. Compensation expense is recognized ratably over the requisite service period based on the Company's estimate of the achievement of the performance conditions. Management monitors current results and forecasts of the relevant internal performance and, as necessary, adjusts the performance-based leveraging of unvested PVRSUs. The fair value of PVRSUs with market conditions is estimated using a Monte Carlo simulation method as of the date of award grant. Compensation expense is recognized ratably over the requisite service period, regardless of whether the market conditions are achieved and the awards ultimately vest. The fair value of PVRSUs with both performance and market conditions is estimated using a Monte Carlo simulation method as of the date of award grant. Compensation expense is recognized ratably over the requisite service period based on the Company's estimate of the achievement of the performance conditions, with subsequent adjustments made for performance-based leveraging of unvested PVRSUs, as necessary. During the three months ended March 31, 2020, the Company reduced the leveraging factor for 227,114 unvested PVRSUs periods to 0 %. Share Repurchases and Redemptions There were no purchases of common stock under the share repurchase program during the three months ended March 31, 2021. During three months ended March 31, 2021, the Company redeemed 46,499 shares of common stock at a total cost of $ 5.1 million from employees to satisfy the option exercise price and statutory minimum tax-withholding requirements related to the exercising of stock options and vesting of performance vested restricted stock units and restricted stock grants. These redemptions were outside the share repurchase program. In April 2020, in light of uncertainty resulting from the COVID-19 pandemic, the Company temporarily suspended activity under the Company's share repurchase program. On May 7, 2021, the Company's board of directors approved resumption of the share repurchase program. Refer to the Liquidity and Capital Resources header of "Management's Discussion and Analysis of Financial Condition and Results of Operations" for more information. 13 Table of Contents 10. Earnings Per Share The Company’s shares of restricted stock contain rights to receive nonforfeitable dividends and thus are participating securities requiring the computation of basic earnings per share (“EPS”) using the two-class method. As the shares of restricted stock are both potential shares of common stock and participating securities, the Company calculates diluted earnings per share by the more dilutive of the treasury stock method or the two-class method. The calculation of EPS for net income available to common shareholders excludes the distribution of dividends and undistributed earnings attributable to participating securities from the numerator. The diluted earnings weighted average shares of common stock outstanding includes stock options, PVRSUs and RSUs. Stock options are included in the calculation, unless the exercise price is lower than the Company’s average share price for the period as the inclusion would be anti-dilutive. PVRSUs are included in the calculation if the performance condition has been met or the market condition is probable as of the reporting date. The computation of basic and diluted earnings per share of common stock is as follows: Three Months Ended March 31, (in thousands, except per share amounts) 2021 2020 Numerator: Net income $ 22,337 $ 55,463 Income allocated to participating securities ( 110 ) ( 317 ) Net income available to common shareholders $ 22,227 $ 55,146 Denominator: Weighted average shares of common stock outstanding – basic 55,263 55,343 Basic earnings per share $ 0.40 $ 1.00 Numerator: Net income $ 22,337 $ 55,463 Income allocated to participating securities ( 110 ) ( 316 ) Net income available to common shareholders $ 22,227 $ 55,147 Denominator: Weighted average shares of common stock outstanding – basic 55,263 55,343 Diluted effect of stock options and PVRSUs 398 334 Weighted average shares of common stock outstanding – diluted 55,661 55,677 Diluted earnings per share $ 0.40 $ 0.99 The following securities have been excluded from the calculation of diluted weighted average shares of common stock outstanding as the inclusion of these securities would have an anti-dilutive effect or the performance or market conditions have not been met: Three Months Ended March 31, (in thousands) 2021 2020 Stock options — 159 PVRSUs 83 253 11. Reportable Segment Information Hotel Franchising: Hotel Franchising includes the Company's hotel franchising operations consisting of its fourteen brands. The fourteen brands are aggregated within this segment considering their similar economic characteristics, types of customers, distribution channels and regulatory business environments. Revenues from the hotel franchising business include royalty fees, initial franchise and relicensing fees, marketing and reservation system fees, procurement services revenue and other hotel franchising related revenue. The Company is obligated under its hotel franchise agreements to provide marketing and reservation services appropriate for the operation of its systems. These services do not represent separate reportable segments as their operations are directly related to the Company's hotel franchising business. The revenues received from franchisees that are used to pay for part of the Company's ongoing operations are included in hotel franchising revenues and are offset by the 14 Table of Contents related expenses paid for marketing and reservation system activities to calculate hotel franchising operating income. Equity in earnings or losses from hotel franchising related joint ventures is allocated to the Company's hotel franchising segment. The Company evaluates its hotel franchising segment based primarily on the results of the segment without allocating corporate expenses, indirect general and administrative expenses, interest expense, interest income, other gains and losses or income taxes, which are included in the Corporate & Other column. Corporate & Other revenues include owned hotel revenues, rental income related to an office building owned by the Company, and revenues related to the Company's SaaS technology solutions division which provide cloud-based property management software to non-franchised hoteliers. Intersegment revenue adjustment is from the elimination of Hotel Franchising revenue which include royalty and marketing and reservation system fees charged to our owned hotels against franchise fee expense recognized by our owned hotels in Corporate & Other operating income (loss). Our President and Chief Executive Officer, who is our chief operating decision maker, does not use assets by operating segment when assessing performance or making operating segment resource allocations and therefore assets by segment are not disclosed below. The following table presents the financial information for the Company's segments: Three Months Ended March 31, 2021 Three Months Ended March 31, 2020 (in thousands) Hotel Franchising Corporate & Other Intersegment Eliminations Consolidated Hotel Franchising Corporate & Other Intersegment Eliminations Consolidated Revenues $ 177,218 $ 6,040 $ ( 311 ) $ 182,947 $ 208,047 $ 10,905 $ ( 777 ) $ 218,175 Operating income (loss) $ 58,153 $ ( 14,155 ) $ — $ 43,998 $ 50,986 $ ( 4,204 ) $ — $ 46,782 Income (loss) before income taxes $ 51,911 $ ( 23,201 ) $ — $ 28,710 $ 48,579 $ ( 18,180 ) $ — $ 30,399 12. Commitments and Contingencies The Company is not a party to any litigation other than litigation in the ordinary course of business. The Company's management and legal counsel do not expect that the ultimate outcome of any of its currently ongoing legal proceedings, individually or collectively, will have a material adverse effect on the Company's financial position, results of operations or cash flows. Contingencies The Company entered into various limited payment guaranties with regards to the Company’s VIEs supporting the VIE’s efforts to develop and own hotels franchised under the Company’s brands. Under these limited payment guaranties, the Company has agreed to guarantee a portion of the outstanding debt until certain conditions are met such as (a) the loan matures, (b) certain debt covenants are achieved, (c) the maximum amount guaranteed by the Company is paid in full or (d) the Company, through its affiliates, ceases to be a member of the VIE. The maximum exposure of principal incidental to these limited payment guaranties is $ 5.7 million, plus unpaid expenses and accrued unpaid interest. As of March 31, 2021 and December 31, 2020, the Company believed the likelihood of having to perform under the aforementioned limited payment guaranties was remote. In the event of performance, the Company has recourse for one of the transactions in the form of a membership interest pledge as collateral for the guaranty. Commitments The Company has the following commitments outstanding at March 31, 2021: • The Company provides financing in the form of franchise agreement acquisition payments to franchisees for property improvements, hotel development efforts and other purposes. These payments are typically made at commencement of construction or hotel opening, in accordance with agreed upon provisions in individual franchise agreements. At March 31, 2021, the Company had commitments to extend an additional $ 291.2 million for these purposes provided the conditions of the payment are met by its franchisees. • To the extent existing unconsolidated joint ventures proceed to the hotel construction phase, the Company is committed to make capital contributions totaling $ 8.4 million to support their efforts to construct Cambria hotels. • The Company committed to provide financing in the form of mezzanine loans or credit facilities to franchisees for Choice brand development efforts. In the first quarter of 2021, the Company has committed to provide an aggregate of 15 Table of Contents approximately $ 1.0 million, upon certain conditions being met. As of March 31, 2021, no amounts have been disbursed. • The Company’s franchise agreements require the payment of franchise fees, which include marketing and reservation system fees. In accordance with terms of our franchise agreements, the Company is obligated to use the marketing and reservation system revenues it collects from the current franchisees comprising its various hotel brands to provide marketing and reservation services appropriate to support the operation of the overall system. To the extent revenues collected exceed expenditures incurred, the Company has a commitment to the franchisee system to make expenditures in future years. Conversely, to the extent expenditures incurred exceed revenues collected, the Company has the contractual enforceable right to assess and collect such amounts. In the ordinary course of business, the Company enters into numerous agreements that contain standard indemnities whereby the Company indemnifies another party for breaches of representations and warranties. Such indemnifications are granted under various agreements, including those governing (i) purchases or sales of assets or businesses, (ii) leases of real estate, (iii) licensing of trademarks, (iv) access to credit facilities, (v) issuances of debt or equity securities, and (vi) certain operating agreements. The indemnifications issued are for the benefit of the (i) buyers in sale agreements and sellers in purchase agreements, (ii) landlords in lease contracts, (iii) franchisees in licensing agreements, (iv) financial institutions in credit facility arrangements, (v) underwriters in debt or equity security issuances and (vi) parties under certain operating agreements. In addition, these parties are also generally indemnified against any third party claim resulting from the transaction that is contemplated in the underlying agreement. While some of these indemnities extend only for the duration of the underlying agreement, many survive the expiration of the term of the agreement or extend into perpetuity (unless subject to a legal statute of limitations). There are no specific limitations on the maximum potential amount of future payments that the Company could be required to make under these indemnities, nor is the Company able to develop an estimate of the maximum potential amount of future payments to be made under these indemnifications as the triggering events are not subject to predictability. With respect to certain of the aforementioned indemnities, such as indemnifications of landlords against third party claims for the use of real estate property leased by the Company, the Company maintains insurance coverage that mitigates potential liability. 13. Transactions with Unconsolidated Joint Ventures The Company has a management fee arrangement for marketing services with a joint venture partner. For the three months ended March 31, 2021 and 2020, fees earned and payroll costs reimbursed under this arrangement totaled $ 0.2 million and $ 0.4 million, respectively. The Company has entered into franchise agreements with certain of the unconsolidated joint ventures discussed in Note 4. Pursuant to these franchise agreements, for the three months ended March 31, 2021 and 2020, the Company recorded royalty and marketing reservation system fees of approximately $ 2.9 million and $ 4.6 million, respectively. The Company recorded $ 2.2 million and $ 2.4 million as a receivable due from these joint ventures as of March 31, 2021 and December 31, 2020, respectively. 14. Subsequent Events On May 7, 2021, the Company's board of directors declared a quarterly cash dividend of $ 0.225 per share of common stock and approved resumption of the share repurchase program. The dividend is payable on July 16, 2021, to stockholders of record on July 1, 2021.