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 Six Months Ended June 30, June 30, 2022 2021 2022 2021 REVENUES Royalty fees $ 121,449 $ 106,242 $ 212,188 $ 172,289 Initial franchise and relicensing fees 6,222 7,328 14,624 12,755 Procurement services 21,803 12,092 33,486 23,283 Marketing and reservation system 189,382 135,988 316,019 227,509 Owned hotels 17,191 8,993 29,228 13,347 Other 11,927 7,701 20,156 12,108 Total revenues 367,974 278,344 625,701 461,291 OPERATING EXPENSES Selling, general and administrative 43,888 34,470 74,212 64,737 Depreciation and amortization 5,479 6,232 11,710 12,594 Marketing and reservation system 153,846 113,285 267,496 211,458 Owned hotels 10,692 5,333 18,846 9,480 Total operating expenses 213,905 159,320 372,264 298,269 Gain on sale of business and assets, net 3,280 — 3,309 — Operating income 157,349 119,024 256,746 163,022 OTHER INCOME AND EXPENSES, NET Interest expense 11,252 11,691 22,722 23,468 Interest income ( 1,628 ) ( 1,234 ) ( 2,908 ) ( 2,515 ) Other loss (gain) 5,559 ( 2,108 ) 7,275 ( 3,313 ) Equity in net loss (gain) of affiliates 40 ( 1,179 ) ( 204 ) 4,818 Total other income and expenses, net 15,223 7,170 26,885 22,458 Income before income taxes 142,126 111,854 229,861 140,564 Income tax expense 35,958 25,972 56,302 32,345 Net income $ 106,168 $ 85,882 $ 173,559 $ 108,219 Basic earnings per share $ 1.90 $ 1.54 $ 3.11 $ 1.95 Diluted earnings per share $ 1.89 $ 1.53 $ 3.08 $ 1.93 Cash dividends declared per share $ 0.2375 $ 0.225 $ 0.4750 $ 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 Six Months Ended June 30, June 30, 2022 2021 2022 2021 Net income $ 106,168 $ 85,882 $ 173,559 $ 108,219 Other comprehensive income (loss), net of tax: Foreign currency translation adjustment ( 103 ) 71 ( 237 ) 123 Other comprehensive income (loss), net of tax ( 103 ) 71 ( 237 ) 123 Comprehensive income $ 106,065 $ 85,953 $ 173,322 $ 108,342 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) June 30, 2022 December 31, 2021 ASSETS Current assets Cash and cash equivalents $ 607,185 $ 511,605 Accounts receivable (net of allowance for credit losses of $ 21,822 and $ 34,149 , respectively) 203,890 153,147 Income taxes receivable 3,123 12,511 Notes receivable (net of allowance for credit losses of $ 4,483 and $ 4,318 , respectively) 53,760 54,453 Prepaid expenses and other current assets 115,651 29,945 Total current assets 983,609 761,661 Property and equipment, at cost (net of accumulated depreciation and amortization of $ 236,191 and $ 232,492 , respectively) 319,161 377,367 Operating lease right-of-use assets 29,669 34,183 Goodwill 159,196 159,196 Intangible assets (net of accumulated amortization of $ 213,000 and $ 195,909 , respectively) 319,922 312,389 Notes receivable (net of allowance for credit losses of $ 7,048 and $ 12,461 , respectively) 48,649 66,451 Investments, employee benefit plans, at fair value 29,821 33,946 Investments in affiliates 27,789 27,967 Deferred income taxes 74,049 68,643 Other assets 84,976 90,021 Total assets $ 2,076,841 $ 1,931,824 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Accounts payable $ 106,427 $ 81,169 Accrued expenses and other current liabilities 100,631 104,472 Deferred revenue 79,767 81,538 Current portion of long-term debt 216,571 216,351 Liability for guest loyalty program 78,955 86,765 Total current liabilities 582,351 570,295 Long-term debt 844,729 844,123 Long-term deferred revenue 107,690 105,785 Deferred compensation and retirement plan obligations 34,468 38,690 Income taxes payable 15,482 20,642 Operating lease liabilities 30,355 35,492 Liability for guest loyalty program 37,684 41,785 Other liabilities 7,357 9,130 Total liabilities 1,660,116 1,665,942 Commitments and Contingencies Common stock, $ 0.01 par value; 160,000,000 shares authorized; 95,065,638 shares issued at June 30, 2022 and December 31, 2021; 55,780,322 and 55,609,226 shares outstanding at June 30, 2022 and December 31, 2021, respectively 951 951 Additional paid-in-capital 274,384 259,317 Accumulated other comprehensive loss ( 4,811 ) ( 4,574 ) Treasury stock, at cost; 39,285,316 and 39,456,412 shares at June 30, 2022 and December 31, 2021, respectively ( 1,276,090 ) ( 1,265,032 ) Retained earnings 1,422,291 1,275,220 Total shareholders’ equity 416,725 265,882 Total liabilities and shareholders’ equity $ 2,076,841 $ 1,931,824 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) Six Months Ended June 30, 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 173,559 $ 108,219 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 11,710 12,594 Depreciation and amortization – marketing and reservation system 14,608 12,076 Gain on sale and disposal of business and assets, net ( 3,309 ) — Franchise agreement acquisition cost amortization 7,623 6,294 Stock compensation and other charges 17,770 16,295 Interest and investment loss (income) 7,459 ( 6,824 ) Deferred income taxes ( 5,493 ) ( 3,465 ) Equity in net loss of affiliates, less distributions received 745 7,398 Franchise agreement acquisition costs, net of reimbursements ( 27,016 ) ( 18,078 ) Change in working capital and other ( 38,307 ) ( 32,102 ) Net cash provided by operating activities 159,349 102,407 CASH FLOWS FROM INVESTING ACTIVITIES Investment in property and equipment ( 49,866 ) ( 23,393 ) Investment in intangible assets ( 1,824 ) ( 2,976 ) Asset acquisitions, net of cash paid ( 856 ) — Proceeds from sale of business and assets 32,893 — Contributions to investments in affiliates ( 669 ) ( 1,136 ) Proceeds from sale of equity method investments — 11,830 Purchases of investments, employee benefit plans ( 3,294 ) ( 931 ) Proceeds from sales of investments, employee benefit plans 1,854 1,994 Issuance of notes receivable ( 1,987 ) ( 17,918 ) Collections of notes receivable 63 63 Other items, net ( 305 ) ( 486 ) Net cash used in investing activities ( 23,991 ) ( 32,953 ) CASH FLOWS FROM FINANCING ACTIVITIES Debt issuance costs ( 24 ) — Purchase of treasury stock ( 15,140 ) ( 5,362 ) Dividends paid ( 26,453 ) — Proceeds from exercise of stock options 2,359 9,115 Net cash (used in) provided by financing activities ( 39,258 ) 3,753 Net change in cash and cash equivalents 96,100 73,207 Effect of foreign exchange rate changes on cash and cash equivalents ( 520 ) ( 11 ) Cash and cash equivalents at beginning of period 511,605 234,779 Cash and cash equivalents at end of period $ 607,185 $ 307,975 Supplemental disclosure of cash flow information: Cash payments during the period for Income taxes, net of refunds $ 40,144 $ 17,108 Interest, net of capitalized interest $ 21,614 $ 21,885 Non-cash investing and financing activities Dividends declared but not paid $ 13,249 $ 12,521 Investment in property, equipment and intangibles acquired in accounts payable and accrued liabilities $ 5,715 $ 4,085 Asset acquisition from extinguishment of note receivable $ 20,446 $ — 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 (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, 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), net of tax — — — 52 — — 52 Share-based payment activity (1) 48,781 — 3,617 — 4,030 ( 3 ) 7,644 Dividends declared (1) — — — — — — — 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 Net income — — — — — 85,882 85,882 Other comprehensive income (loss) — — — 71 — — 71 Share based payment activity (1) 111,895 — 9,066 — 3,516 1 12,583 Dividends declared ($ 0.225 per share) (1) — — — — — ( 12,521 ) ( 12,521 ) Treasury purchases ( 2,738 ) — — — ( 317 ) — ( 317 ) Balance as of June 30, 2021 55,646,993 $ 951 $ 246,604 $ ( 4,523 ) $ ( 1,258,295 ) $ 1,120,196 $ 104,933 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, 2021 55,609,226 $ 951 $ 259,317 $ ( 4,574 ) $ ( 1,265,032 ) $ 1,275,220 $ 265,882 Net income — — — — — 67,391 67,391 Other comprehensive income (loss), net of tax — — — ( 134 ) — — ( 134 ) Share-based payment activity (1) 262,008 — 6,068 — 3,486 4 9,558 Dividends declared ($ 0.2375 per share) (1) — — — — — ( 13,250 ) ( 13,250 ) Treasury purchases ( 100,912 ) — — — ( 14,802 ) — ( 14,802 ) Balance as of March 31, 2022 55,770,322 $ 951 $ 265,385 $ ( 4,708 ) $ ( 1,276,348 ) $ 1,329,365 $ 314,645 Net income — — — — — 106,168 106,168 Other comprehensive income (loss), net of tax — — — ( 103 ) — — ( 103 ) Share based payment activity (1) 12,422 — 8,999 — 596 — 9,595 Dividends declared ($ 0.2375 per share) (1) — — — — — ( 13,242 ) ( 13,242 ) Treasury purchases ( 2,422 ) — — — ( 338 ) — ( 338 ) Balance as of June 30, 2022 55,780,322 $ 951 $ 274,384 $ ( 4,811 ) $ ( 1,276,090 ) $ 1,422,291 $ 416,725 (1) In April 2020, in light of uncertainty resulting from the COVID-19 pandemic, we suspended future, undeclared dividends. In May 2021, the Company resumed the payment of quarterly dividends, subject to future declarations by our board of directors, and declared a quarterly cash dividend of $ 0.225 per share of common stock. On December 6, 2021, the Company's board of directors approved a 6 % increase in the quarterly cash dividend and declared a quarterly cash dividend of $ 0.2375 per share of common stock. During certain periods presented, accumulated dividends were paid to certain shareholders upon vesting of performance vested restricted stock units ("PVRSU") which are captured in Share-based payment activity. 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, 2021 and notes thereto included in the Company’s Annual Report on Form 10-K, filed with the SEC on February 24, 2022. Interim results are not necessarily indicative of the entire year results. 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, 2021. Recently Adopted Accounting Standards In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"). ASU 2021-08 requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Topic 606, as opposed to at fair value. ASU 2021-08 is effective for annual reporting periods beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted. The Company has elected to early adopt ASU 2021-08 in the second quarter of 2022. The adoption has no present impact on the Company's consolidated financial statements, but will impact the accounting for contract assets and contract liabilities acquired in future business combinations. Recently Issued Accounting Standards In March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses ("ASU 2022-02"). ASU 2022-02 eliminates the recognition and measurement guidance on troubled debt restructuring for creditors that have adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) ("Topic 326"), requires enhanced disclosures about loan modifications for borrowers experiencing financial difficulty, and includes new guidance on current-period gross write-offs presentation. ASU 2022-02 is effective for annual reporting periods beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the potential impact that ASU 2022-02 will have on the 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 are typically 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 are 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, 2021 to June 30, 2022 are as follows: (in thousands) Balance as of December 31, 2021 $ 175,425 Increases to the contract liability balance due to cash received 56,392 Revenue recognized in the period ( 57,127 ) Balance as of June 30, 2022 $ 174,690 Remaining Performance Obligations The aggregate amount of transaction price allocated to unsatisfied or partially unsatisfied performance obligations is $ 174.7 million as of June 30, 2022. 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 June 30, 2022 June 30, 2021 (in thousands) Over time Point in time Total Over time Point in time Total Royalty fees $ 121,449 $ — $ 121,449 $ 106,242 $ — $ 106,242 Initial franchise and relicensing fees 6,222 — 6,222 7,328 — 7,328 Procurement services 20,744 1,059 21,803 11,502 590 12,092 Marketing and reservation system 148,126 41,256 189,382 121,944 14,044 135,988 Owned hotels 14,694 2,388 17,082 7,550 1,336 8,886 Other 11,927 — 11,927 7,701 — 7,701 Total Topic 606 revenues $ 323,162 $ 44,703 367,865 $ 262,267 $ 15,970 278,237 Non-Topic 606 revenues 109 107 Total revenues $ 367,974 $ 278,344 Six Months Ended Six Months Ended June 30, 2022 June 30, 2021 (in thousands) Over time Point in time Total Over time Point in time Total Royalty fees $ 212,188 $ — $ 212,188 $ 172,289 $ — $ 172,289 Initial franchise and relicensing fees 14,624 — 14,624 12,755 — 12,755 Procurement services 31,876 1,610 33,486 22,241 1,042 23,283 Marketing and reservation system 260,382 55,637 316,019 200,995 26,514 227,509 Owned hotels 24,635 4,385 29,020 11,068 2,058 13,126 Other 20,156 — 20,156 12,108 — 12,108 Total Topic 606 revenues $ 563,861 $ 61,632 625,493 $ 431,456 $ 29,614 461,070 Non-Topic 606 revenues 208 221 Total revenues $ 625,701 $ 461,291 Marketing and reservation system and Procurement services point in time revenues represent loyalty points redeemed by members for benefits (with both franchisees and third-party partners), net of the cost of redemptions. As presented in Note 11, the Corporate & Other segment amounts represent $ 19.4 million and $ 10.9 million for the three months ended June 30, 2022 and 2021, respectively, and $ 33.7 million and $ 17.0 million for the six months ended June 30, 2022 and 2021, 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 $ 1.3 million and $ 0.7 million for the three months ended June 30, 2022 and 2021, respectively, and $ 2.2 million and $ 1.0 million for the six months ended June 30, 2022 and 2021, respectively. 3. Receivables and Allowance for Credit Losses Notes Receivable The Company has provided financing in the form of notes receivable loans to franchisees to support the development of properties in strategic markets. The Company's credit quality indicator is the level of security in the note receivable. 8 Table of Contents The composition of notes receivable balances by credit quality indicator and the allowance for credit losses is as follows: (in thousands) June 30, 2022 December 31, 2021 Senior $ 91,981 $ 108,370 Subordinated 20,506 27,801 Unsecured 1,453 1,512 Total notes receivable 113,940 137,683 Total allowance for notes receivable credit losses 11,531 16,779 Total notes receivable, net of allowance $ 102,409 $ 120,904 Current portion, net of allowance $ 53,760 $ 54,453 Long-term portion, net of allowance $ 48,649 $ 66,451 Amortized cost basis by year of origination and credit quality indicator are as follows: (in thousands) 2022 2021 2020 Prior Total Senior $ — $ 4,211 $ — $ 87,770 $ 91,981 Subordinated — — — 20,506 20,506 Unsecured — — — 1,453 1,453 Total notes receivable $ — $ 4,211 $ — $ 109,729 $ 113,940 The following table summarizes the activity related to the Company’s notes receivable allowance for credit losses: (in thousands) June 30, 2022 December 31, 2021 Beginning balance $ 16,779 $ 19,484 Provision for credit losses 230 709 Write-offs ( 5,478 ) ( 3,414 ) Ending balance $ 11,531 $ 16,779 As of June 30, 2022 and December 31, 2021, one loan and two loans, respectively, with senior and/or subordinated tranches met the definition of collateral-dependent and are collateralized by membership interests in the borrowing entities and either the associated land parcels or an operating hotel. 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. The Company reviewed the borrower's financial statements, economic trends, industry projections for the market, and comparable sales capitalization rates, which represent significant inputs to the cash flow projections. 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. Allowances for credit losses attributable to collateral-dependent loans are $ 0.9 million and $ 6.3 million as of June 30, 2022 and December 31, 2021, respectively. The write-offs for the year ended June 30, 2022 and December 31, 2021 are associated with loans previously classified as collateral-dependent that were settled in exchange for an operating hotel on April 14, 2022 and October 1, 2021, respectively. Refer to Note 15 regarding the second quarter 2022 asset acquisition accounting. As a result of the COVID-19 pandemic, the Company extended interest deferral terms on certain notes receivable. The Company considers loans 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. The Company suspends the accrual of interest when payments on loans are more than 30 days past due or upon a loan being classified as collateral-dependent. 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 $ 18.2 million and $ 44.1 million at June 30, 2022 and December 31, 2021, respectively. The Company has identified loans totaling approximately $ 7.5 million as of both June 30, 2022 and December 31, 2021, respectively, with stated interest rates that are less than market rate, representing a total unamortized discount of $ 0.2 million and $ 0.3 million as of June 30, 2022 and December 31, 2021, respectively. These discounts are reflected as a reduction of the outstanding loan amounts and are amortized over the life of the related loan. 9 Table of Contents The past due balances by credit quality indicator of notes receivable are as follows: (in thousands) 1- 30 days Past Due 31-89 days Past Due > 90 days Past Due Total Past Due Current Total Notes Receivable As of June 30, 2022 Senior $ — $ — $ 15,200 $ 15,200 $ 76,781 $ 91,981 Subordinated — — 2,209 2,209 18,297 20,506 Unsecured — — — — 1,453 1,453 $ — $ — $ 17,409 $ 17,409 $ 96,531 $ 113,940 As of December 31, 2021 Senior $ — $ — $ — $ — $ 108,370 $ 108,370 Subordinated — — 2,209 2,209 25,592 27,801 Unsecured — — — — 1,512 1,512 $ — $ — $ 2,209 $ 2,209 $ 135,474 $ 137,683 The Company evaluated its off-balance-sheet credit exposure for loan commitments and determined the likelihood of having to perform is remote as of June 30, 2022. 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 $ 101.7 million and $ 120.2 million as of June 30, 2022 and December 31, 2021, 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. Accounts Receivable Accounts receivable consist primarily of franchise and related fees due from hotel franchisees and are recorded at the invoiced amount. During six months ended June 30, 2022, the Company recorded reversals of provisions for credit losses on accounts receivable of $ 1.1 million in SG&A expenses and $ 0.3 million in marketing and reservation system expenses. During the six months ended June 30, 2021, the Company recorded reversal of provisions for credit losses on accounts receivable of $ 0.1 million in SG&A expenses and provisions of $ 0.2 million in marketing and reservation system expenses. During the six months ended June 30, 2022 and 2021, the Company recorded write-offs, net of recoveries, through the accounts receivable allowance for credit losses of $ 11.2 million and $ 2.4 million, respectively. 4. Investments in Affiliates The Company maintains equity method investments in affiliates related to the Company's program to offer equity support to qualified franchisees to develop and operate Cambria Hotels in strategic markets. The Company has investments in affiliates that represent VIEs totaling $ 24.1 million and $ 25.2 million on the consolidated balance sheets at June 30, 2022 and December 31, 2021, respectively. The Company has determined that it is not the primary beneficiary of any of these VIEs, however it does exercise significant influence through its equity ownership and as a result the investment in these affiliates is accounted for under the equity method. For the three months ended June 30, 2022 and 2021, the Company recognized losses (gains) totaling $ 0.9 million and $( 0.9 ) million, respectively, from these investments that represent VIEs. For the six months ended June 30, 2022 and 2021, the Company recognized losses totaling $ 1.7 million and $ 5.5 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. The Company recognized no impairment charges related to equity method investments during the six months ended June 30, 2022. During the first quarter of 2021, the Company recognized an other-than-temporary impairment 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, which was a key judgment in the fair value determination. This nonrecurring fair value measurement was classified as level three of the fair value measurement hierarchy, as the Company utilized unobservable inputs which are significant to the overall fair value. 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 other-than-temporary impairment from the carrying value to the estimated fair value for the investment. The other-than-temporary impairment 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. During the second quarter of 2021, the Company sold its ownership interest in three separate equity method investments. The Company recognized a cumulative gain of $ 2.6 million on the sales of these investments, which is recorded in equity in net loss (gain) of affiliates. 5. Debt Debt consists of the following: June 30, 2022 December 31, 2021 (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 $ 5.2 million and $ 5.5 million at June 30, 2022 and December 31, 2021, respectively $ 444,775 $ 444,470 $ 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 $ 4.5 million and $ 4.8 million at June 30, 2022 and December 31, 2021, respectively 395,538 395,237 $ 216.6 million senior unsecured notes due 2022 ("2012 Senior Notes") with an effective interest rate of 6.00 %, less deferred issuance costs of $ 0.2 million at December 31, 2021 (2) 216,571 216,351 $ 600 million senior unsecured revolving credit facility (1) — — Economic development loans with an effective interest rate of 3.00 % at June 30, 2022 and December 31, 2021, respectively 4,416 4,416 Total debt $ 1,061,300 $ 1,060,474 Less current portion (2) 216,571 216,351 Long-term debt $ 844,729 $ 844,123 (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 as of June 30, 2022 and December 31, 2021. As there are no outstanding borrowings at June 30, 2022 or December 31, 2021, deferred issuance costs for the senior unsecured revolving credit facility of $ 2.0 million and $ 2.3 million, respectively, are presented in non-current Other assets in the consolidated balance sheets. (2) The 2012 Senior Notes matured on July 1, 2022. The outstanding principal of $ 216.6 million was re-paid at maturity. 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 six months ended June 30, 2022 and 2021 are as follows: (in thousands) Balance as of December 31, 2021 $ ( 4,574 ) Other comprehensive income (loss) before reclassification ( 237 ) Net current period other comprehensive income (loss) ( 237 ) Balance as of June 30, 2022 $ ( 4,811 ) (in thousands) Balance as of December 31, 2020 $ ( 4,646 ) Other comprehensive income (loss) before reclassification 123 Net current period other comprehensive income (loss) 123 Balance as of June 30, 2021 $ ( 4,523 ) The other comprehensive income (loss) before reclassification for both the six months ended June 30, 2022 and 2021 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 six months ended June 30, 2022. As of June 30, 2022 and December 31, 2021, 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 June 30, 2022 Mutual funds (1) $ 27,895 $ 27,895 $ — $ — Money market funds (1) 3,019 — 3,019 — Total $ 30,914 $ 27,895 $ 3,019 $ — As of December 31, 2021 Mutual funds (1) $ 33,555 $ 33,555 $ — $ — Money market funds (1) 2,520 — 2,520 — Total $ 36,075 $ 33,555 $ 2,520 $ — (1) Included in Investments, employee benefit plans, at fair value and Prepaid expenses 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 senior unsecured notes are classified as Level 2, as the significant inputs are observable in an active market. Refer to Note 5 for further information on debt, including the maturity of the 2012 Senior Notes. At June 30, 2022 and December 31, 2021, the carrying amounts and fair values are as follows: June 30, 2022 December 31, 2021 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value 2020 Senior Notes $ 444,775 $ 396,675 $ 444,470 $ 477,675 2019 Senior Notes 395,538 355,668 395,237 425,984 2012 Senior Notes 216,571 216,571 216,351 221,702 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 25.3 % and 23.2 % for the three months ended June 30, 2022 and 2021, respectively. The effective income tax rates were 24.5 % and 23.0 % for the six months ended June 30, 2022 and 2021, respectively. The effective income tax rate for the three and six months ended June 30, 2022 and 2021 was higher than the U.S. federal income tax rate of 21.0% primarily due to the impact of state income taxes, partially offset by excess tax benefits from share-based compensation. 10 Table of Contents 9. Share-Based Compensation and Capital Stock The components of the Company’s pretax share-based compensation activity are as follows for the three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Stock options $ 1,177 $ 932 $ 2,229 $ 1,548 Restricted stock awards 3,558 2,323 6,601 4,842 Performance vested restricted stock units 4,810 3,144 8,164 4,810 Total share-based compensation expense $ 9,545 $ 6,399 $ 16,994 $ 11,200 A summary of share-based award activity as of and changes during the six months ended June 30, 2022 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, 2022 910,944 $ 83.14 236,599 $ 92.60 412,642 $ 114.70 Granted 155,774 146.68 255,786 145.64 111,585 181.91 Performance-Based Leveraging (1) — — — — 21,281 153.75 Exercised/Vested ( 43,934 ) 53.70 ( 93,354 ) 87.20 — — Expired ( 986 ) 51.49 — — ( 78,370 ) 81.15 Forfeited ( 1,050 ) 146.68 ( 6,551 ) 104.45 ( 1,460 ) 133.25 Outstanding at June 30, 2022 1,020,748 $ 94.07 5.9 392,480 $ 128.25 465,678 $ 136.02 Options exercisable at June 30, 2022 546,114 $ 76.29 3.8 (1) PVRSUs outstanding have been increased by 21,281 units in the six months ended June 30, 2022 due to the Company exceeding the targeted performance conditions contained in PVRSUs. 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: 2022 Grants Risk-free interest rate 1.92 % Expected volatility 29.39 % Expected life of stock option 5.9 years Dividend yield 0.65 % Requisite service period 4 years Contractual life 10 years Weighted average fair value of options granted (per option) $ 43.25 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 11 Table of Contents date of grant. The service period of restricted stock awards granted during the six months ended June 30, 2022 range from 9 to 60 months. Performance Vested Restricted Stock Units The Company grants three types of PVRSU awards: i) PVRSUs with performance conditions based on internal performance conditions, including earnings per share ("EPS") relative to Company established targets, 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 six months ended June 30, 2022, the Company granted PVRSUs with market conditions, PVRSUs with performance 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. Share Repurchases and Redemptions In April 2020, in light of uncertainty resulting from the COVID-19 pandemic, the Company suspended activity under the Company's share repurchase program. In May 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. During the six months ended June 30, 2022, 68,486 shares of common stock were purchased under the share repurchase program at a total cost of $ 9.9 million. There were no purchases of stock under the share repurchase program during the three months ended June 30, 2022. During the three and six months ended June 30, 2021, 1,582 shares of common stock were purchased under the share repurchase program at a total cost of $ 0.2 million. During the three months ended June 30, 2022 and 2021, the Company redeemed 2,422 and 1,156 shares of common stock at a total cost of $ 0.3 million and $ 0.1 million, respectively, 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. During the six months ended June 30, 2022 and 2021, the Company redeemed 34,848 and 47,655 shares of common stock at a total cost of $ 5.2 million and $ 5.4 million, respectively, 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. 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 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. 12 Table of Contents The computation of basic and diluted earnings per share of common stock is as follows: Three Months Ended Six Months Ended June 30, June 30, (in thousands, except per share amounts) 2022 2021 2022 2021 Numerator: Net income $ 106,168 $ 85,882 $ 173,559 $ 108,219 Income allocated to participating securities ( 622 ) ( 324 ) ( 919 ) ( 463 ) Net income available to common shareholders $ 105,546 $ 85,558 $ 172,640 $ 107,756 Denominator: Weighted average shares of common stock outstanding – basic 55,446 55,389 55,429 55,326 Basic earnings per share $ 1.90 $ 1.54 $ 3.11 $ 1.95 Numerator: Net income $ 106,168 $ 85,882 $ 173,559 $ 108,219 Income allocated to participating securities ( 622 ) ( 324 ) ( 919 ) ( 463 ) Net income available to common shareholders $ 105,546 $ 85,558 $ 172,640 $ 107,756 Denominator: Weighted average shares of common stock outstanding – basic 55,446 55,389 55,429 55,326 Dilutive effect of stock options and PVRSUs 524 411 583 405 Weighted average shares of common stock outstanding – diluted 55,970 55,800 56,012 55,731 Diluted earnings per share $ 1.89 $ 1.53 $ 3.08 $ 1.93 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: Three Months Ended Six Months Ended June 30, June 30, (in thousands) 2022 2021 2022 2021 Stock options 155 — 155 — PVRSUs 76 157 76 157 11. Reportable Segment Information The Hotel Franchising reportable segment 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. 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 related expenses paid for marketing and reservation system activities to calculate hotel franchising operating income. Equity in earnings or losses from hotel franchising related investment in affiliates 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). 13 Table of Contents 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 decisions and therefore assets by segment are not disclosed below. The following table presents the financial information for the Company's segments: Three Months Ended June 30, 2022 Three Months Ended June 30, 2021 (in thousands) Hotel Franchising Corporate & Other Intersegment Eliminations Consolidated Hotel Franchising Corporate & Other Intersegment Eliminations Consolidated Revenues $ 349,857 $ 19,411 $ ( 1,294 ) $ 367,974 $ 268,092 $ 10,932 $ ( 680 ) $ 278,344 Operating income (loss) $ 165,448 $ ( 8,099 ) $ — $ 157,349 $ 132,600 $ ( 13,576 ) $ — $ 119,024 Income (loss) before income taxes $ 165,405 $ ( 23,279 ) $ — $ 142,126 $ 134,025 $ ( 22,171 ) $ — $ 111,854 Six Months Ended June 30, 2022 Six Months Ended June 30, 2021 (in thousands) Hotel Franchising Corporate & Other Intersegment Eliminations Consolidated Hotel Franchising Corporate & Other Intersegment Eliminations Consolidated Revenues $ 594,228 $ 33,671 $ ( 2,198 ) $ 625,701 $ 445,310 $ 16,972 $ ( 991 ) $ 461,291 Operating income (loss) $ 272,768 $ ( 16,022 ) $ — $ 256,746 $ 190,753 $ ( 27,731 ) $ — $ 163,022 Income (loss) before income taxes $ 272,969 $ ( 43,108 ) $ — $ 229,861 $ 185,936 $ ( 45,372 ) $ — $ 140,564 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 their 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 June 30, 2022 and December 31, 2021, 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 June 30, 2022: • 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 June 30, 2022, the Company had commitments to extend an additional $ 269.4 million for these purposes provided the conditions of the payment are met by its franchisees. • To the extent existing unconsolidated affiliates proceed to the hotel construction phase, the Company is committed to make capital contributions totaling $ 7.5 million to support their efforts to construct Cambria hotels. • The Company committed to provide financing in the form of loans or credit facilities to franchisees for Choice brand development efforts. At June 30, 2022, the Company has remaining commitments of approximately $ 5.5 million, upon certain conditions being met. 14 Table of Contents • 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 Affiliates The Company has a management fee arrangement for marketing services with a partner in an unconsolidated affiliate. For the three months ended June 30, 2022 and 2021, fees earned and payroll costs reimbursed under this arrangement totaled $ 0.6 million and $ 0.3 million, respectively. For the six months ended June 30, 2022 and 2021, fees earned and payroll costs reimbursed under this arrangement totaled $ 0.9 million and $ 0.5 million, respectively. The Company has entered into franchise agreements with certain of the unconsolidated affiliates discussed in Note 4. Pursuant to these franchise agreements, for the three months ended June 30, 2022 and 2021, the Company recorded royalty and marketing reservation system fees of approximately $ 6.4 million and $ 4.1 million, respectively. For the six months ended June 30, 2022 and 2021, the Company recorded royalty and marketing reservation system fees of approximately $ 10.6 million and $ 7.0 million, respectively. The Company recorded $ 3.6 million and $ 2.7 million as a receivable due from these affiliates as of June 30, 2022 and December 31, 2021, respectively. 14. Assets Held for Sale Assets held for sale of $ 91.9 million are recorded within Prepaid expenses and other current assets on the consolidated balance sheets related to an owned Cambria hotel asset. The hotel met held for sale classification as of May 2022. No revision to the carrying value was recorded upon reaching held for sale classification. The building was sold to a third-party franchisee in July 2022, resulting in derecognition from the balance sheet and recognition of a gain on sale of approximately $ 16.0 million in the third quarter of 2022 in the Corporate & Other segment . A second owned Cambria hotel asset met held for sale classification in April 2022 and sale consummated to a third-party franchisee in June 2022, resulting in derecognition from the balance sheet and recognition of a gain on sale in the second quarter of 2022 in the Corporate & Other segment. 15. Acquisitions In April 2022, the Company reached a settlement with a borrower holding a senior and mezzanine loan classified as collateral-dependent, collateralized by an operating hotel. As a collateral-dependent financial asset, the expected credit losses as of March 31, 2022 were determined based on the fair value of the operating hotel. As of March 31, 2022, the Notes receivable, net of allowance for credit losses, balance was $ 20.4 million. The key terms of the settlement resulted in a deed in lieu of foreclosure on the operating hotel in exchange for releasing obligations pursuant to the senior and mezzanine loans and the associated franchise agreement. The property was exchanged in full settlement of the senior and mezzanine loans and recorded at the fair value of $ 20.4 million as of the acquisition date of April 14, 2022. The fair value was estimated using an income approach valuation method based on discounted cash flows of the 15 Table of Contents collateralized operating hotel utilizing historical operating performance, industry projections for the market, and comparable sales capitalization rates. In accordance with the provisions of ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business ("ASU 2017-01"), the purchase represents an asset acquisition based on the concentration of value in the acquired land and building. The $ 20.4 million was re-characterized from Notes receivable, net of allowance for credit losses, and attributed to each asset class based on a relative fair value allocation to qualifying assets, resulting in $ 3.3 million to land, $ 16.6 million to building and improvements, $ 1.3 million to furniture, fixtures, and equipment, and $( 0.8 ) million to net liabilities assumed. 16. Subsequent Events On June 12, 2022, the Company signed a definitive purchase agreement to acquire 100 % of Radisson Hospitality, Inc. (“Radisson Hotels Americas") for a purchase price of approximately $ 675 million. As of August 4, 2022, the transaction has not closed. On July 19, 2022, the Company received a termination notice from an ownership group of approximately 111 open and operating WoodSpring properties. The termination notice indicates the group's intent to exit the majority of these 111 properties from the Choice system in September 2022 and acknowledges termination fees due pursuant to the associated franchise agreements. This termination notice will be evaluated in the third quarter of 2022 .