Notes Receivable and Allowance for Losses

The Company segregates its notes receivable for the purposes of evaluating allowances for credit losses between two categories: Mezzanine and Other Notes Receivable and Forgivable Notes Receivable. The Company utilizes the level of security it has in the various notes receivable as its primary credit quality indicator (i.e. senior, subordinated or unsecured) when determining the appropriate allowances for uncollectible loans within these categories.

Mezzanine and Other Notes Receivables

The Company has provided financing to franchisees in support of the development of properties in strategic markets. Interest income associated with these notes receivable is reflected in the accompanying consolidated statements of income under the caption interest income. The Company expects the owners to repay the loans in accordance with the loan agreements, or earlier as the hotels mature and capital markets permit. The Company estimates the collectibility and records an allowance for loss on its mezzanine and other notes receivable when recording the receivables in the Company’s financial statements. These estimates are updated quarterly based on available information.

The Company considers a loan to be impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. All amounts due according to the contractual terms means that both the contractual interest payments and the contractual principal payments of a loan will be collected as scheduled in the loan agreement. The Company measures loan impairment based on the present value of expected future cash flows discounted at the loan’s original effective interest rate or the estimated fair value of the collateral. For impaired loans, the Company establishes a specific impairment reserve for the difference between the recorded investment in the loan and the present value of the expected future cash flows or the estimated fair value of the collateral. The Company applies its loan impairment policy individually to all mezzanine and other notes receivable in the portfolio and does not aggregate loans for the purpose of applying such policy. For impaired loans, the Company recognizes interest income on a cash basis. If it is likely that a loan will not be collected based on financial or other business indicators, it is the Company’s policy to charge off these loans to SG&A expenses in the accompanying consolidated statements of income in the quarter when it is deemed uncollectible. Recoveries of impaired loans are recorded as a reduction of SG&A expenses in the quarter received.

The Company assesses the collectibility of its senior notes receivable by comparing the market value of the underlying assets to the carrying value of the outstanding notes. In addition, the Company evaluates the property’s operating performance, the borrower’s compliance with the terms of the loan and franchise agreements, and all related personal guarantees that have been provided by the borrower. In addition, for properties under development, the Company evaluates the progress of development as compared to the project's development schedule and cost budget. For subordinated or unsecured receivables, the Company assesses the property’s operating performance, the subordinated equity available to the Company, the borrower’s compliance with the terms of loan and franchise agreements, and the related personal guarantees that have been provided by the borrower.

The Company considers loans to be past due and in default when payments are not made when due. 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 principal. The Company does not resume interest accrual until all delinquent payments are received.

The Company determined that approximately $0.8 million and $12.5 million of its mezzanine and other notes receivable were impaired at December 31, 2014 and 2013, respectively. The Company recorded an allowance for credit losses on these impaired loans at December 31, 2014 and December 31, 2013 totaling $0.8 million and $8.3 million respectively, resulting in a carrying value of impaired loans of $0.0 million and $4.2 million. For the years ended December 31, 2014 and 2013, the average mezzanine and other notes receivable on non-accrual status was approximately $11.5 million and $12.9 million, respectively. The Company recognized approximately $0.2 million and $0.4 million of interest income on impaired loans during the years ended December 31, 2014 and 2013, respectively, on the cash basis. The Company provided loan reserves on non-impaired loans totaling $1.5 million and $1.6 million at December 31, 2014 and 2013, respectively

Past due balances of mezzanine and other notes receivable by credit quality indicators are as follows:



	30-89 days Past Due		> 90 days Past Due		Total Past Due		Current		Total Mezzanine and Other Notes Receivables
As of December 31, 2014	(in thousands)
Senior	$	—	$	—	$	—	$	10,152	$	10,152
Subordinated	—		—		—		3,863		3,863
Unsecured	—		47		47		3,948		3,995
	$	—	$	47	$	47	$	17,963	$	18,010
As of December 31, 2013
Senior	$	—	$	—	$	—	$	18,052	$	18,052
Subordinated	—		9,629		9,629		4,523		14,152
Unsecured	—		47		47		3,358		3,405
	$	—	$	9,676	$	9,676	$	25,933	$	35,609

Loans Acquired with Deteriorated Credit Quality

On December 2, 2011, the Company acquired an $11.5 million first mortgage, held on a franchisee hotel asset, from a financial institution for $7.9 million. At the time of acquisition, the Company determined that it would be unable to collect all contractually required payments under the original mortgage terms. The contractually required payments receivable, including principal and interest, under the terms of the acquired mortgage totaled $12.0 million. The Company expected to collect $9.7 million of these contractually required payments. No prepayments were considered in the determination of contractual cash flows and cash flows expected to be collected. During the year ended December 31, 2014, the borrower repaid the Company an amount equal to its original loan acquisition cost of $7.9 million and the Company does not expect to receive further payments. At December 31, 2013, the carrying amount of this loan, which was reported under senior mezzanine and other notes receivable, was $7.9 million and there was no allowance for uncollectable amounts. The Company's accretable yield at acquisition was $1.8 million or 7.36% and a reconciliation of the accretable yield for years ended December 31, 2014 and 2013 is as follows:



	Year Ended December 31,
	2014			2013
	(in thousands)
Balance, Beginning of Year	$	582		$	1,161
Additions	—			—
Accretion	(143		)	(579		)
Disposals	(439		)	—
Reclassifications from nonaccretable yield	—			—
Balance, End of Year	$	—		$	582

Significant Collection Activity

On December 30, 2014, the Company recovered a portion of a loan previously determined to be impaired. The impaired loan totaled $9.6 million with a corresponding allowance of $7.4 million for a net carrying amount of $2.2 million. The Company recovered this impaired loan through acquisition of the underlying collateral of the promissory note. The underlying collateral for this loan represented the equity interest of a single-purpose limited liability company that owned a commercial office building in Columbus, Ohio and was obtained through a court ruling. The Company accounted for this transaction as a business combination and determined that the gross fair values of the assets and liabilities received totaled $13.5 million and $10.7 million, respectively. The fair values of the assets and liabilities acquired were determined utilizing non-recurring fair value measures such as comparable market transactions, replacement costs, and discounted cash flow analysis which utilized significant assumptions including market rental rates, discount rates, and market interest rates. The net fair value of the assets and liabilities received totaled $2.8 million compared to a carrying value of the impaired loan of $2.2 million. As a result, the Company recorded bad debt recoveries totaling $0.6 million which are recorded in selling, general and administrative expenses in the Company’s Consolidated Statements of Income.

Forgivable Notes Receivable

In conjunction with brand and development programs, the Company may provide financing to franchisees for property improvements and other purposes in the form of forgivable unsecured promissory notes which bear interest at market rates. Under these promissory notes, the franchisee promises to repay the principal balance together with interest upon maturity unless certain conditions are met throughout the term of the promissory note. The principal balance and related interest are forgiven ratably over the term of the promissory note if the franchisee remains in the system in good standing. If during the term of the promissory note, the franchisee exits our franchise system or is not operating their franchise in accordance with our quality or credit standards, the Company may declare a default under the promissory note and commence collection efforts with respect to the full amount of the then-current outstanding principal and interest.

In accordance with the terms of the promissory notes, the initial principal balance and related interest are ratably reduced over the term of the loan on each anniversary date until the outstanding amounts are reduced to zero as long as the franchisee remains within the franchise system and operates in accordance with our quality and brand standards. As a result, the amounts recorded as an asset on the Company's consolidated balance sheet are also ratably reduced since the amounts forgiven no longer represent probable future economic benefits to the Company. The Company records the reduction of its recorded assets through amortization and marketing and reservation expense on its consolidated statements of income. Since these forgivable promissory notes receivable are predominately forgiven ratably over the term of the promissory note rather than repaid, the Company classifies the issuance and collection of these notes receivable as operating activities in its consolidated statement of cash flows.

The Company fully reserves all defaulted notes in addition to recording a reserve on the estimated uncollectible portion of the remaining notes. For those notes not in default, the Company calculates an allowance for losses and determines the ultimate collectability on these forgivable notes based on the historical default rates for those unsecured notes that are not forgiven but are required to be repaid. The Company records bad debt expense in SG&A and marketing and reservation expenses in the accompanying consolidated statements of income in the quarter when the note is deemed uncollectible.

As of December 31, 2014 and 2013, the unamortized balance of these notes totaled $32.4 million and $20.6 million, respectively. The Company recorded an allowance for credit losses on these forgivable unsecured notes receivable of $3.7 million and $1.7 million at December 31, 2014 and 2013, respectively. At December 31, 2014, the Company had $1.2 million forgivable unsecured notes that were past due. At December 31, 2013, the Company did not have any forgivable unsecured notes that were past due. Amortization expense included in the accompanying consolidated statements of income related to the notes was $5.0 million, $4.2 million and $2.8 million for the years ended December 31, 2014, 2013 and 2012, respectively.

A summary of the Company's notes receivable and related allowances are as follows:



	December 31, 2014						December 31, 2013
	(in thousands)
Credit Quality Indicator	Forgivable Notes Receivable		Mezzanine & Other Notes Receivable		Total		Forgivable Notes Receivable		Mezzanine & Other Notes Receivable		Total
Senior	$	—	$	10,152	$	10,152	$	—	$	18,052	$	18,052
Subordinated	—		3,863		3,863		—		14,152		14,152
Unsecured	32,379		3,995		36,374		20,625		3,405		24,030
Total notes receivable	32,379		18,010		50,389		20,625		35,609		56,234
Allowance for losses on non-impaired loans	3,661		1,540		5,201		1,650		1,607		3,257
Allowance for losses on receivables specifically evaluated for impairment	—		786		786		—		8,289		8,289
Total loan reserves	3,661		2,326		5,987		1,650		9,896		11,546
Net carrying value	$	28,718	$	15,684	$	44,402	$	18,975	$	25,713	$	44,688
Current portion, net	$	124	$	3,837	$	3,961	$	361	$	12,455	$	12,816
Long-term portion, net	28,594		11,847		40,441		18,614		13,258		31,872
Total	$	28,718	$	15,684	$	44,402	$	18,975	$	25,713	$	44,688

The Company classifies notes receivable due within one year as other current assets and notes receivable with a maturity greater than one year as other assets in the Company’s consolidated balance sheets.

The following table summarizes the activity related to the Company’s Forgivable Notes Receivable and Mezzanine & Other Notes Receivable allowance for losses for the years ended December 31, 2014 and 2013:



	Year Ended December 31, 2014						Year Ended December 31, 2013
	Forgivable Notes Receivable			Mezzanine & Other Notes Receivable			Forgivable Notes Receivable			Mezzanine & Other Notes Receivable
	(in thousands)
Beginning balance	$	1,650		$	9,896		$	1,623		$	8,927
Provisions	2,528			102			699			969
Recoveries	(303		)	(875		)	(9		)	—
Write-offs	(305		)	(6,797		)	(115		)	—
Other⁽¹⁾	91			—			(548		)	—
Ending balance	$	3,661		$	2,326		$	1,650		$	9,896

⁽¹⁾ Consists of default rate assumption changes