CHOICE HOTELS INTERNATIONAL INC /DECHH

CHOICE HOTELS INTERNATIONAL INC /DE Goodwill & Intangibles Disclosure

10-KFiled Feb 20, 20243 min read
Goodwill, Impairment of Assets, and Sale of Business and Assets
Goodwill
The following table summarizes the carrying amount of the Company's goodwill:
 December 31,
 (in thousands)20232022
Goodwill$226,231 $166,774 
Accumulated impairment losses(7,578)(7,578)
Goodwill, net of accumulated impairment losses218,653 159,196 
Goodwill arising from the Radisson Hotels Americas acquisition (refer to Note 24)
1,534 59,457 
Goodwill, net carrying amount$220,187 $218,653 
As of December 31, 2023 and 2022, goodwill is entirely attributable to the Hotel Franchising reporting unit. The Company assessed the qualitative factors attributable to the Hotel Franchising reporting unit and determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount. The Hotel Franchising reporting unit is included in the Hotel Franchising & Management reportable segment in Note 20.
Long-lived Asset Group Impairments
Legacy Radisson Corporate Office Lease
On October 12, 2023, the Company executed an agreement to sublease the legacy Radisson corporate office space in Minneapolis, Minnesota. As a result of the intended change of use, the Company determined the assets associated with the legacy Radisson corporate office space represent their own long-lived asset group, inclusive of the head lease right-of-use asset and leasehold improvements, with a carrying value of $9.5 million. The legacy Radisson corporate office space long-lived asset group was determined to be impaired due to the carrying value exceeding its fair value, which resulted in the recognition of a $3.4 million impairment loss, which is presented in impairments of long-lived assets in the consolidated statements of income and the Corporate & Other segment in Note 20. This nonrecurring fair value measurement, which is based on a discounted cash flows analysis, is classified as Level 3 in the fair value measurement hierarchy because there are unobservable inputs which are significant to the overall fair value.
Real Estate Asset Sales
During the year ended December 31, 2022, four separately owned Cambria hotel assets or land parcels met the held for sale classification and the Company completed the sale transactions to third-party franchisees, which resulted in the derecognition of
the assets from the consolidated balance sheets. During the year ended December 31, 2022, the Company recognized a gain on sale of business and assets, net for the four sale transactions of $16.2 million in the Corporate & Other segment.
Commercial Office Building
On December 30, 2014, a court awarded the Company title to a commercial office building as settlement of a portion of an outstanding loan receivable for which the building was pledged as collateral. In 2021, the Company committed to a plan to sell the commercial office building, which met the held for sale classification in the third quarter of 2021. The commercial office building was sold in November 2021 for $6.1 million, which resulted in a gain of $13 thousand which is presented in gain on sale of business and assets, net in the consolidated statements of income. The financial results of the commercial office building are included in the Corporate & Other segment in Note 20.

Historical Timeline

Fiscal YearFiled
2023Feb 20, 2024Showing above
2022Mar 1, 2023
2021Feb 24, 2022
2020Feb 26, 2021
2019Mar 2, 2020
2018Feb 26, 2019
2017Mar 1, 2018
2016Feb 27, 2017
2015Feb 29, 2016

About Goodwill & Intangibles Disclosures

Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.

Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.

Other Available Disclosures

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