Acquisitions (Tables)

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The preliminary allocation of the purchase price, as presented in our Consolidated Balance Sheet:

Assets acquired	Amount
Cash and cash equivalents	$	113,023
Restricted cash	10,403
Accounts receivable	32,972
Notes receivables - current	1,709
Prepaid expenses and other current assets	8,139
Property and equipment	125,441
Operating lease right-of-use of assets	42,315
Intangible assets	447,400
Notes receivable - noncurrent	2,592
Investment in affiliates	471
Other assets	2,129
Total assets acquired	$	786,594
Liabilities assumed
Accounts payable	8,295
Accrued expenses and other current liabilities	15,987
Deferred revenue - current(1)	5,745
Liability for guest loyalty program - current(1)	3,542
Long-term debt	55,975
Long-term deferred revenue(1)	26,499
Deferred compensation and retirement plan obligations	9,265
Operating lease liabilities	42,705
Liability for guest loyalty program - noncurrent(1)	10,180
Other liabilities	3,052
Total liabilities assumed	$	181,245
Fair value of net assets acquired	$	605,349
Goodwill	68,507
Total purchase consideration	$	673,856

(1) The Deferred revenue (including deferred affiliation fees) and Liability for guest loyalty program balances were assumed at their carrying value at the date of the acquisition pursuant to the application of ASU 2021-08 (see Note 1).

The following table presents the preliminary estimates of fair value of the acquired property and equipment, which is primarily concentrated at three acquired hotel properties, and their estimated weighted average remaining useful lives.

	Estimated Useful Life	Estimated Fair Value
	(in years)	(in thousands)
Land	N/A	$	7,159
Construction in progress	N/A	3,190
Building and leasehold improvements	24.4	93,934
Site improvements	23.1	586
Furniture, fixtures and equipment	3.9	8,334
Computer equipment and software	2.0	12,238
Total		$	125,441

The following table presents our preliminary estimates of the fair value of the acquired identified intangible assets and their estimated useful lives:

	Estimated Useful Life	Estimated Fair Value
	(in years)	(in thousands)
Trade names	N/A	$	223,700
Franchise agreements	15.5	220,400
Management agreements	15.5	3,300
Total		$	447,400

Schedule of Pro Forma Information

The following unaudited pro forma information presents the combined results of operations of Choice and Radisson Hotels Americas as if we had completed the Transaction on January 1, 2021, but using our preliminary fair values of assets acquired and liabilities assumed as of the acquisition date. The unaudited pro forma information reflects adjustments relating to (i) the allocation of purchase price and related adjustments, including incremental depreciation and amortization expense based on the preliminary fair values of the property and equipment assets and intangible assets acquired; (ii) the incremental impact of the Revolver draw on interest expense and amortization of financing costs; (iii) nonrecurring transaction costs; and (iv) income tax impact of the aforementioned pro forma adjustments.

As required by GAAP, these unaudited pro forma results do not reflect any cost saving synergies from operating efficiencies. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the transaction had occurred at the beginning of the period presented, nor are they indicative of future results of operations.

	Nine Months Ended
	September 30,
(in thousands)	2022		2021
Revenues	$	1,189,792	$	928,669
Net income	304,770		173,822

The following table presents these results of the 51 days from the closing date through September 30, 2022.

(in thousands)	August 11, 2022 - September 30, 2022
Revenues	$	40,203
Net income (loss)	(1,380)

Schedule of Goodwill

The following table details the carrying amount of the Company's goodwill, including goodwill arising from the acquisition of Radisson Hotels Americas, as of September 30, 2022.

(in thousands)	September 30, 2022
Goodwill, excluding goodwill arising from Radisson Hotels Americas acquisition	$	166,774
Accumulated impairment losses	(7,578)
Goodwill arising from Radisson Hotels Americas acquisition	68,507
Goodwill, net carrying amount	$	227,703