CHOICE HOTELS INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Summarized unaudited income statement data for Friendly is as follows:
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On February 21, 2002, Friendly announced that it had been unable to
find an acceptable buyer for its business and would terminate such efforts
at this time. Given the bid period termination and the adverse economic
conditions of Friendly, the Company disposed of its entire preferred and
common equity interest in Friendly on March 20, 2002 and immediately relinquished
its three seats on Friendly’s board of directors. Accordingly, the Company
reduced its investment in Friendly to zero through a $22.7 million charge
to reflect the permanent impairment of this asset as of December 31, 2001.
6. Receivable from Marketing and Reservation Funds
The Company’s franchise agreements require the payment of franchise
fees which include marketing and reservation fees. Using the marketing
and reservation fees it assesses against the current franchisees comprising
its various hotel brand systems, the Company is obligated under the franchise
agreements to provide marketing and reservation services appropriate for
the successful operation of these various systems. In discharging its
obligation to provide sufficient and appropriate marketing and reservation
services, the Company has the right to expend funds in an amount reasonably
necessary to ensure the provision of such services, whether or not such
amount is currently available to the Company in the marketing and reservation
funds for reimbursement. The franchise agreements provide the Company
the right to advance monies to these funds when the needs of the system
surpass the balances currently available.
The receivable from marketing and reservation funds at December 31,
2001 and 2000 was $49.4 and $57.8 million, respectively. Under the terms
of these agreements, the Company has the legally enforceable right to
assess and collect from its current franchisees fees sufficient to pay
for the marketing and reservation services the Company has procured for
the benefit of the franchise system, including fees to reimburse the Company
for past services rendered. The Company has the contractual authority
to require that the franchisees in the system at any given point repay
any deficits in the funds to reimburse the Company for any advance. Advances
to the marketing and reservation funds made by the Company are the legally
enforceable obligation of the constituents of the Company’s franchise
system, and those constituents are legally obliged to pay any assessment
the Company imposes on its franchisees to obtain reimbursement regardless
of whether those constituents continue to generate gross room revenue.
7. Transactions with Sunburst
Effective October 15, 1997, Choice Hotels International, Inc. (“CHI”),
which at that point included both the franchising business and owned hotel
business, separated the businesses via spin-off of the Company (the “Sunburst
Distribution”). CHI changed its name to Sunburst Hospitality Corporation
(referred to hereafter as “Sunburst”). As part of the spin-off, Sunburst
and the Company entered into a strategic alliance agreement, which was
amended in December 1998 and September 2000. Among other things, the strategic
alliance agreement provides for (i) certain commitments by Sunburst for
the development of MainStay Suites hotels; (ii) special procedures associated
with liquidated damages; and (iii) predetermined franchise fee credits
based on operating performance. The strategic alliance agreement extends
through October 15, 2002 as it relates to development commitments. Liquidated
damage and franchise fee credit provisions extend through the life of
existing franchise agreements.
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