ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Washington
|
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91-1032187
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(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
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1550 Market St. #350
Denver, Colorado
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80202
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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o
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Accelerated filer
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ý
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Emerging growth company
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o
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Item No.
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Description
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Page No.
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PART I – FINANCIAL INFORMATION
|
|
|
|
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Item 1
|
|
|
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Consolidated Balance Sheets at September 30, 2017 and December 31, 2016
|
|
|
Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2017 and 2016
|
|
|
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2017 and 2016
|
|
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||
Item 2
|
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Item 3
|
||
Item 4
|
||
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PART II – OTHER INFORMATION
|
|
|
|
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Item 1
|
||
Item 1A
|
||
Item 2
|
||
Item 3
|
||
Item 4
|
||
Item 5
|
||
Item 6
|
||
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Item 1.
|
Financial Statements
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
|
|
(In thousands, except per share data)
|
||||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents ($9,599 and $5,134 attributable to VIEs)
|
|
$
|
36,179
|
|
|
$
|
38,072
|
|
Restricted cash ($12,620 and $9,211 attributable to VIEs)
|
|
12,946
|
|
|
9,537
|
|
||
Accounts receivable, net ($4,236 and $2,811 attributable to VIEs)
|
|
14,450
|
|
|
9,196
|
|
||
Accounts receivable from related parties
|
|
1,824
|
|
|
1,865
|
|
||
Notes receivable, net
|
|
1,572
|
|
|
1,295
|
|
||
Inventories ($455 and $447 attributable to VIEs)
|
|
631
|
|
|
596
|
|
||
Prepaid expenses and other ($1,141 and $1,008 attributable to VIEs)
|
|
5,156
|
|
|
4,244
|
|
||
Assets held for sale
|
|
4,285
|
|
|
5,585
|
|
||
Total current assets
|
|
77,043
|
|
|
70,390
|
|
||
Property and equipment, net ($173,377 and $179,609 attributable to VIEs)
|
|
204,131
|
|
|
210,485
|
|
||
Goodwill
|
|
9,404
|
|
|
9,404
|
|
||
Intangible assets
|
|
51,306
|
|
|
52,848
|
|
||
Other assets, net ($177 and $64 attributable to VIEs)
|
|
1,843
|
|
|
1,408
|
|
||
Total assets
|
|
$
|
343,727
|
|
|
$
|
344,535
|
|
LIABILITIES
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable ($1,998 and $3,886 attributable to VIEs)
|
|
$
|
5,555
|
|
|
$
|
8,479
|
|
Accrued payroll and related benefits ($1,076 and $175 attributable to VIEs)
|
|
5,516
|
|
|
4,590
|
|
||
Other accrued entertainment liabilities held for sale
|
|
6,757
|
|
|
11,334
|
|
||
Other accrued liabilities ($2,749 and $1,656 attributable to VIEs)
|
|
6,087
|
|
|
4,063
|
|
||
Long-term debt, due within one year ($24,422 and $1,469 attributable to VIEs)
|
|
24,422
|
|
|
1,469
|
|
||
Contingent consideration for acquisition due to related party, due within one year
|
|
7,581
|
|
|
6,768
|
|
||
Liabilities held for sale
|
|
739
|
|
|
686
|
|
||
Total current liabilities
|
|
56,657
|
|
|
37,389
|
|
||
Long-term debt, due after one year, net of debt issuance costs ($87,040 and $106,862 attributable to VIEs)
|
|
87,040
|
|
|
106,862
|
|
||
Contingent consideration for acquisition due to related party, due after one year
|
|
4,944
|
|
|
4,432
|
|
||
Deferred income and other long-term liabilities ($701 and $841 attributable to VIEs)
|
|
1,666
|
|
|
2,293
|
|
||
Deferred income taxes
|
|
6,132
|
|
|
5,716
|
|
||
Total liabilities
|
|
156,439
|
|
|
156,692
|
|
||
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
RLH Corporation stockholders' equity:
|
|
|
|
|
||||
Preferred stock - 5,000,000 shares authorized; $0.01 par value; no shares issued or outstanding
|
|
—
|
|
|
—
|
|
||
Common stock - 50,000,000 shares authorized; $0.01 par value; 23,611,519 and 23,434,480 shares issued and outstanding
|
|
236
|
|
|
234
|
|
||
Additional paid-in capital, common stock
|
|
173,341
|
|
|
171,089
|
|
||
Accumulated deficit
|
|
(16,901
|
)
|
|
(15,987
|
)
|
||
Total RLH Corporation stockholders' equity
|
|
156,676
|
|
|
155,336
|
|
||
Noncontrolling interest
|
|
30,612
|
|
|
32,507
|
|
||
Total stockholders' equity
|
|
187,288
|
|
|
187,843
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
343,727
|
|
|
$
|
344,535
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
(In thousands, except per share data)
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Company operated hotels
|
|
$
|
37,244
|
|
|
$
|
37,157
|
|
|
$
|
94,214
|
|
|
$
|
93,515
|
|
Other revenues from managed properties
|
|
1,054
|
|
|
1,733
|
|
|
3,047
|
|
|
4,498
|
|
||||
Franchised hotels
|
|
12,714
|
|
|
4,766
|
|
|
36,045
|
|
|
12,194
|
|
||||
Other
|
|
12
|
|
|
16
|
|
|
128
|
|
|
40
|
|
||||
Total revenues
|
|
51,024
|
|
|
43,672
|
|
|
133,434
|
|
|
110,247
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Company operated hotels
|
|
25,284
|
|
|
25,363
|
|
|
70,450
|
|
|
71,035
|
|
||||
Other costs from managed properties
|
|
1,054
|
|
|
1,733
|
|
|
3,047
|
|
|
4,498
|
|
||||
Franchised hotels
|
|
8,898
|
|
|
3,214
|
|
|
26,300
|
|
|
10,034
|
|
||||
Other
|
|
(9
|
)
|
|
9
|
|
|
(2
|
)
|
|
30
|
|
||||
Depreciation and amortization
|
|
4,660
|
|
|
3,771
|
|
|
13,742
|
|
|
11,209
|
|
||||
Hotel facility and land lease
|
|
1,201
|
|
|
1,197
|
|
|
3,604
|
|
|
3,543
|
|
||||
Gain on asset dispositions, net
|
|
(113
|
)
|
|
(100
|
)
|
|
(334
|
)
|
|
(729
|
)
|
||||
General and administrative expenses
|
|
3,640
|
|
|
2,031
|
|
|
11,348
|
|
|
7,781
|
|
||||
Acquisition and integration costs
|
|
1,235
|
|
|
1,413
|
|
|
1,246
|
|
|
1,653
|
|
||||
Total operating expenses
|
|
45,850
|
|
|
38,631
|
|
|
129,401
|
|
|
109,054
|
|
||||
Operating income
|
|
5,174
|
|
|
5,041
|
|
|
4,033
|
|
|
1,193
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
(2,119
|
)
|
|
(1,793
|
)
|
|
(6,114
|
)
|
|
(4,741
|
)
|
||||
Other income (loss), net
|
|
338
|
|
|
169
|
|
|
562
|
|
|
290
|
|
||||
Total other income (expense)
|
|
(1,781
|
)
|
|
(1,624
|
)
|
|
(5,552
|
)
|
|
(4,451
|
)
|
||||
Income (loss) from continuing operations before taxes
|
|
3,393
|
|
|
3,417
|
|
|
(1,519
|
)
|
|
(3,258
|
)
|
||||
Income tax expense
|
|
174
|
|
|
166
|
|
|
513
|
|
|
258
|
|
||||
Net income (loss) from continuing operations
|
|
3,219
|
|
|
3,251
|
|
|
(2,032
|
)
|
|
(3,516
|
)
|
||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
||||||||
Income from discontinued business unit, net of income tax benefit of $0
|
|
408
|
|
|
262
|
|
|
611
|
|
|
1,831
|
|
||||
Net income (loss)
|
|
3,627
|
|
|
3,513
|
|
|
(1,421
|
)
|
|
(1,685
|
)
|
||||
Net (income) loss attributable to noncontrolling interest
|
|
(871
|
)
|
|
(1,207
|
)
|
|
507
|
|
|
(645
|
)
|
||||
Net income (loss) and comprehensive income (loss) attributable to RLH Corporation
|
|
$
|
2,756
|
|
|
$
|
2,306
|
|
|
$
|
(914
|
)
|
|
$
|
(2,330
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share - basic
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations attributable to RLH Corporation
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
(0.06
|
)
|
|
$
|
(0.21
|
)
|
Income from discontinued operations
|
|
0.02
|
|
|
0.01
|
|
|
0.02
|
|
|
0.09
|
|
||||
Net income (loss) attributable to RLH Corporation
|
|
$
|
0.12
|
|
|
$
|
0.11
|
|
|
$
|
(0.04
|
)
|
|
$
|
(0.12
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share - diluted
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations attributable to RLH Corporation
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
(0.06
|
)
|
|
$
|
(0.21
|
)
|
Income from discontinued operations
|
|
0.01
|
|
|
0.01
|
|
|
0.02
|
|
|
0.09
|
|
||||
Net income (loss) attributable to RLH Corporation
|
|
$
|
0.11
|
|
|
$
|
0.11
|
|
|
$
|
(0.04
|
)
|
|
$
|
(0.12
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares - basic
|
|
23,609
|
|
|
20,228
|
|
|
23,542
|
|
|
20,157
|
|
||||
Weighted average shares - diluted
|
|
24,176
|
|
|
20,613
|
|
|
23,542
|
|
|
20,157
|
|
|
|
Nine Months Ended
|
||||||
|
|
September 30,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(In thousands)
|
||||||
Operating activities:
|
|
|
|
|
||||
Net loss
|
|
$
|
(1,421
|
)
|
|
$
|
(1,685
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
13,806
|
|
|
11,354
|
|
||
Amortization of debt issuance costs
|
|
892
|
|
|
880
|
|
||
Gain on disposition of property, equipment and other assets, net
|
|
(328
|
)
|
|
(730
|
)
|
||
Deferred income taxes
|
|
416
|
|
|
233
|
|
||
Equity in investments
|
|
—
|
|
|
(171
|
)
|
||
Stock based compensation expense
|
|
2,392
|
|
|
1,960
|
|
||
Provision for doubtful accounts
|
|
407
|
|
|
212
|
|
||
Fair value adjustments to contingent consideration
|
|
1,325
|
|
|
—
|
|
||
Change in current assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
(4,345
|
)
|
|
(4,664
|
)
|
||
Notes receivable
|
|
(69
|
)
|
|
(68
|
)
|
||
Inventories
|
|
(32
|
)
|
|
63
|
|
||
Prepaid expenses and other
|
|
(1,324
|
)
|
|
(1,959
|
)
|
||
Accounts payable
|
|
(780
|
)
|
|
3,697
|
|
||
Other accrued liabilities
|
|
(1,936
|
)
|
|
(2,046
|
)
|
||
Net cash provided by operating activities
|
|
9,003
|
|
|
7,076
|
|
||
Investing activities:
|
|
|
|
|
||||
Capital expenditures
|
|
(8,024
|
)
|
|
(30,266
|
)
|
||
Acquisition of Vantage Hospitality
|
|
—
|
|
|
(22,694
|
)
|
||
Proceeds from disposition of property and equipment
|
|
28
|
|
|
434
|
|
||
Collection of notes receivable related to property sales
|
|
200
|
|
|
1,781
|
|
||
Advance of note receivable
|
|
(408
|
)
|
|
(328
|
)
|
||
Proceeds from sales of short-term investments
|
|
—
|
|
|
18,060
|
|
||
Other, net
|
|
—
|
|
|
78
|
|
||
Net cash used in investing activities
|
|
(8,204
|
)
|
|
(32,935
|
)
|
||
Financing activities:
|
|
|
|
|
||||
Borrowings on long-term debt
|
|
3,237
|
|
|
19,547
|
|
||
Repayment of long-term debt
|
|
(959
|
)
|
|
—
|
|
||
Debt issuance costs
|
|
(35
|
)
|
|
(192
|
)
|
||
Proceeds from sale of interests in joint ventures
|
|
—
|
|
|
3,194
|
|
||
Distributions to noncontrolling interest
|
|
(1,388
|
)
|
|
(3,594
|
)
|
||
Stock-based compensation awards cancelled to settle employee tax withholding
|
|
(332
|
)
|
|
(343
|
)
|
||
Other, net
|
|
194
|
|
|
156
|
|
||
Net cash provided by financing activities
|
|
717
|
|
|
18,768
|
|
||
|
|
|
|
|
||||
Change in cash, cash equivalents and restricted cash:
|
|
|
|
|
||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
1,516
|
|
|
(7,091
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
|
47,609
|
|
|
35,202
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
|
$
|
49,125
|
|
|
$
|
28,111
|
|
|
|
Nine Months Ended
|
||||||
|
|
September 30,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(In thousands)
|
||||||
|
|
|
|
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
||||
Cash paid during periods for:
|
|
|
|
|
||||
Income taxes
|
|
$
|
154
|
|
|
$
|
22
|
|
Interest on debt
|
|
5,199
|
|
|
4,187
|
|
||
Non-cash investing and financing activities:
|
|
|
|
|
||||
Reclassification of long-term debt to current
|
|
$
|
22,953
|
|
|
$
|
5,912
|
|
Reclassification of current and noncurrent assets to assets held for sale
|
|
4,285
|
|
|
3,936
|
|
||
Reclassification of current and noncurrent liabilities to liabilities held for sale
|
|
739
|
|
|
—
|
|
||
Reclassification of long-term note receivable to short-term
|
|
339
|
|
|
25
|
|
||
Property and equipment, purchases not yet paid
|
|
210
|
|
|
59
|
|
||
Accrual of contingent consideration for Vantage acquisition
|
|
—
|
|
|
11,077
|
|
||
Shares issued for Vantage acquisition
|
|
—
|
|
|
5,755
|
|
||
Reclassification of current assets to noncurrent assets
|
|
—
|
|
|
14
|
|
1.
|
Organization
|
2.
|
Summary of Significant Accounting Policies
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2017
|
|
2016
|
||||
Cash and cash equivalents
|
|
$
|
36,179
|
|
|
$
|
18,930
|
|
Restricted cash
|
|
12,946
|
|
|
9,181
|
|
||
Cash, cash equivalents and restricted cash
|
|
$
|
49,125
|
|
|
$
|
28,111
|
|
|
|
2017
|
|
2016
|
||||
Allowance for doubtful accounts
|
|
|
||||||
Balance, January 1
|
|
$
|
944
|
|
|
$
|
657
|
|
Additions to allowance
|
|
385
|
|
|
212
|
|
||
Write-offs, net of recoveries
|
|
(1
|
)
|
|
(67
|
)
|
||
Balance, September 30
|
|
$
|
1,328
|
|
|
$
|
802
|
|
|
|
Buildings
|
25 to 39 years
|
Equipment
|
2 to 15 years
|
Furniture and fixtures
|
2 to 15 years
|
Landscaping and improvements
|
15 years
|
•
|
Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date.
|
•
|
Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
|
•
|
Level 3 includes unobservable inputs that reflect assumptions about what factors market participants would use in pricing the asset or liability. We develop these inputs based on the best information available, including our own data.
|
•
|
Company Operated Hotels
- Room rental and food and beverage sales from majority owned and leased hotels and management fees from hotels under management contract. Revenues are recognized when services have been performed, generally at the time of the hotel stay or guest's visit to the restaurant or at the time the management services are provided. We recognize other revenue and costs from managed properties when we incur the related reimbursable costs. These costs primarily consist of payroll and related expenses at managed properties where we are the employer. As these costs have no added markup, the revenue and related expense have no impact on either our operating or net income.
|
•
|
Franchised Hotels
- Fees received in connection with the franchise and marketing of our brand names. Franchise revenues are recognized as earned in accordance with the contractual terms of the franchise agreements.
|
•
|
Entertainment
- Online ticketing services, ticketing inventory management systems, promotion of Broadway-style shows and other special events. Where we act as an agent and receive a net fee or commission, revenue is recognized in the period the services are performed. When we are the promoter of an event and are at-risk for the production, revenues and expenses are recorded in the period of the event performance. As the result of the sale of the Entertainment business on October 3, 2017, all revenues earned have been classified as discontinued operations for all periods presented.
|
3.
|
Business Segments
|
Three Months Ended September 30, 2017
|
|
Company Operated Hotels
|
|
Franchised Hotels
|
|
Other
|
|
Total
|
||||||||
Revenue
|
|
$
|
38,298
|
|
|
$
|
12,714
|
|
|
$
|
12
|
|
|
$
|
51,024
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Segment operating expenses
|
|
26,338
|
|
|
8,898
|
|
|
(9
|
)
|
|
35,227
|
|
||||
Depreciation and amortization
|
|
3,755
|
|
|
594
|
|
|
311
|
|
|
4,660
|
|
||||
Other operating expenses, acquisition costs and gains on asset dispositions
|
|
1,090
|
|
|
1,235
|
|
|
3,638
|
|
|
5,963
|
|
||||
Operating income (loss)
|
|
$
|
7,115
|
|
|
$
|
1,987
|
|
|
$
|
(3,928
|
)
|
|
$
|
5,174
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
$
|
1,073
|
|
|
$
|
188
|
|
|
$
|
998
|
|
|
$
|
2,259
|
|
Identifiable assets as of September 30, 2017
|
|
$
|
251,620
|
|
|
$
|
70,500
|
|
|
$
|
21,607
|
|
|
$
|
343,727
|
|
Three Months Ended September 30, 2016
|
|
Company Operated Hotels
|
|
Franchised Hotels
|
|
Other
|
|
Total
|
||||||||
Revenue
|
|
$
|
38,890
|
|
|
$
|
4,766
|
|
|
$
|
16
|
|
|
$
|
43,672
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Segment operating expenses
|
|
27,096
|
|
|
3,214
|
|
|
9
|
|
|
30,319
|
|
||||
Depreciation and amortization
|
|
3,444
|
|
|
101
|
|
|
226
|
|
|
3,771
|
|
||||
Other operating expenses, acquisition costs and gains on asset dispositions
|
|
1,097
|
|
|
1,413
|
|
|
2,031
|
|
|
4,541
|
|
||||
Operating income (loss)
|
|
$
|
7,253
|
|
|
$
|
38
|
|
|
$
|
(2,250
|
)
|
|
$
|
5,041
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
$
|
9,007
|
|
|
$
|
—
|
|
|
$
|
787
|
|
|
$
|
9,794
|
|
Identifiable assets as of December 31, 2016
|
|
$
|
260,583
|
|
|
$
|
66,601
|
|
|
$
|
17,351
|
|
|
$
|
344,535
|
|
Nine Months Ended September 30, 2017
|
|
Company Operated Hotels
|
|
Franchised Hotels
|
|
Other
|
|
Total
|
||||||||
Revenue
|
|
$
|
97,261
|
|
|
$
|
36,045
|
|
|
$
|
128
|
|
|
$
|
133,434
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment operating expenses
|
|
73,497
|
|
|
26,300
|
|
|
(2
|
)
|
|
99,795
|
|
||||
Depreciation and amortization
|
|
11,096
|
|
|
1,721
|
|
|
925
|
|
|
13,742
|
|
||||
Other operating expenses, acquisition costs and gains on asset dispositions
|
|
3,258
|
|
|
1,144
|
|
|
11,462
|
|
|
15,864
|
|
||||
Operating income (loss)
|
|
$
|
9,410
|
|
|
$
|
6,880
|
|
|
$
|
(12,257
|
)
|
|
$
|
4,033
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
$
|
3,281
|
|
|
$
|
626
|
|
|
$
|
2,089
|
|
|
$
|
5,996
|
|
Identifiable assets as of September 30, 2017
|
|
$
|
251,620
|
|
|
$
|
70,500
|
|
|
$
|
21,607
|
|
|
$
|
343,727
|
|
Nine Months Ended September 30, 2016
|
|
Company Operated Hotels
|
|
Franchised Hotels
|
|
Other
|
|
Total
|
||||||||
Revenue
|
|
$
|
98,013
|
|
|
$
|
12,194
|
|
|
$
|
40
|
|
|
$
|
110,247
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment operating expenses
|
|
75,533
|
|
|
10,034
|
|
|
30
|
|
|
85,597
|
|
||||
Depreciation and amortization
|
|
10,308
|
|
|
115
|
|
|
786
|
|
|
11,209
|
|
||||
Other operating expenses, acquisition costs and gains on asset dispositions
|
|
3,208
|
|
|
1,654
|
|
|
7,386
|
|
|
12,248
|
|
||||
Operating income (loss)
|
|
$
|
8,964
|
|
|
$
|
391
|
|
|
$
|
(8,162
|
)
|
|
$
|
1,193
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
$
|
28,917
|
|
|
$
|
—
|
|
|
$
|
1,919
|
|
|
$
|
30,836
|
|
Identifiable assets as of December 31, 2016
|
|
$
|
260,583
|
|
|
$
|
66,601
|
|
|
$
|
17,351
|
|
|
$
|
344,535
|
|
4.
|
Variable Interest Entities
|
5.
|
Property and Equipment
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Buildings and equipment
|
|
$
|
252,615
|
|
|
$
|
248,132
|
|
Furniture and fixtures
|
|
37,486
|
|
|
37,743
|
|
||
Landscaping and land improvements
|
|
7,878
|
|
|
7,928
|
|
||
|
|
297,979
|
|
|
293,803
|
|
||
Less accumulated depreciation
|
|
(142,368
|
)
|
|
(130,876
|
)
|
||
|
|
155,611
|
|
|
162,927
|
|
||
Land
|
|
43,192
|
|
|
43,193
|
|
||
Construction in progress
|
|
5,328
|
|
|
4,365
|
|
||
Property and equipment, net
|
|
$
|
204,131
|
|
|
$
|
210,485
|
|
6.
|
Goodwill and Intangible Assets
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Goodwill
|
$
|
9,404
|
|
|
$
|
9,404
|
|
|
|
|
|
||||
Intangible assets
|
|
|
|
||||
Brand name - indefinite lived
|
$
|
39,704
|
|
|
$
|
39,704
|
|
Brand name - finite lived, net
|
2,403
|
|
|
2,664
|
|
||
Customer contracts, net
|
9,071
|
|
|
10,352
|
|
||
Trademarks
|
128
|
|
|
128
|
|
||
Total intangible assets
|
$
|
51,306
|
|
|
$
|
52,848
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
|
|
Intangible
|
|
|
|
Intangible
|
||||||||
|
Goodwill
|
|
Assets
|
|
Goodwill
|
|
Assets
|
||||||||
Company operated hotels
|
$
|
—
|
|
|
$
|
4,660
|
|
|
$
|
—
|
|
|
$
|
4,660
|
|
Franchised hotels
|
9,404
|
|
|
46,646
|
|
|
9,404
|
|
|
48,188
|
|
||||
Total
|
$
|
9,404
|
|
|
$
|
51,306
|
|
|
$
|
9,404
|
|
|
$
|
52,848
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Customer contracts
|
$
|
11,673
|
|
|
$
|
11,673
|
|
Brand name - finite lived
|
2,751
|
|
|
2,751
|
|
||
Accumulated amortization
|
(2,950
|
)
|
|
(1,408
|
)
|
||
Net carrying amount
|
$
|
11,474
|
|
|
$
|
13,016
|
|
7.
|
Long-Term Debt
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
|
Current
|
|
Noncurrent
|
|
Current
|
|
Noncurrent
|
||||||||
RL Venture
|
|
$
|
1,430
|
|
|
$
|
72,074
|
|
|
$
|
1,375
|
|
|
$
|
69,841
|
|
RL Baltimore
|
|
13,300
|
|
|
—
|
|
|
—
|
|
|
13,300
|
|
||||
RLH Atlanta
|
|
9,390
|
|
|
—
|
|
|
40
|
|
|
9,360
|
|
||||
RLH DC
|
|
302
|
|
|
16,379
|
|
|
54
|
|
|
16,628
|
|
||||
Total debt
|
|
24,422
|
|
|
88,453
|
|
|
1,469
|
|
|
109,129
|
|
||||
Unamortized debt issuance costs
|
|
—
|
|
|
(1,413
|
)
|
|
—
|
|
|
(2,267
|
)
|
||||
Long-term debt net of debt issuance costs
|
|
$
|
24,422
|
|
|
$
|
87,040
|
|
|
$
|
1,469
|
|
|
$
|
106,862
|
|
Year ending December 31,
|
|
Amount
|
||
2017 (remainder)
|
|
$
|
434
|
|
2018
|
|
24,442
|
|
|
2019
|
|
87,999
|
|
|
2020
|
|
—
|
|
|
2021
|
|
—
|
|
|
Thereafter
|
|
—
|
|
|
Total
|
|
$
|
112,875
|
|
8.
|
Derivative Financial Instruments
|
Subsidiary
|
|
Institution
|
|
Original Notional Amount
|
|
LIBOR Reference Rate Cap
|
|
Expiration
|
|||
|
|
|
|
(In millions)
|
|
|
|
|
|||
RL Venture
|
|
Commonwealth Bank of Australia
|
|
$
|
80.0
|
|
|
4
|
%
|
|
January 2018
|
RL Baltimore
|
|
Commonwealth Bank of Australia
|
|
$
|
13.3
|
|
|
3
|
%
|
|
May 2018
|
RLH Atlanta
|
|
SMBC Capital Markets, Inc.
|
|
$
|
9.4
|
|
|
3
|
%
|
|
September 2018
|
RLH DC
|
|
Commonwealth Bank of Australia
|
|
$
|
17.5
|
|
|
3
|
%
|
|
November 2018
|
9.
|
Operating and Capital Lease Commitments
|
Year ending December 31,
|
|
Total Lease Obligation
|
|
Operating Lease Obligation
|
|
Capital Lease Obligation
|
||||||
2017 (remainder)
|
|
$
|
1,545
|
|
|
$
|
1,476
|
|
|
$
|
69
|
|
2018
|
|
5,573
|
|
|
5,293
|
|
|
280
|
|
|||
2019
|
|
4,853
|
|
|
4,571
|
|
|
282
|
|
|||
2020
|
|
4,551
|
|
|
4,294
|
|
|
257
|
|
|||
2021
|
|
2,889
|
|
|
2,752
|
|
|
137
|
|
|||
Thereafter
|
|
63,458
|
|
|
63,453
|
|
|
5
|
|
|||
Total
|
|
$
|
82,869
|
|
|
$
|
81,839
|
|
|
$
|
1,030
|
|
10.
|
Commitments and Contingencies
|
11.
|
Stock Based Compensation
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Stock options
|
|
$
|
17
|
|
|
$
|
17
|
|
|
$
|
51
|
|
|
$
|
34
|
|
Restricted stock units
|
|
687
|
|
|
561
|
|
|
1,891
|
|
|
1,588
|
|
||||
Performance stock units
|
|
76
|
|
|
—
|
|
|
101
|
|
|
—
|
|
||||
Unrestricted stock awards
|
|
104
|
|
|
105
|
|
|
319
|
|
|
315
|
|
||||
Employee Stock Purchase Plan
|
|
14
|
|
|
11
|
|
|
30
|
|
|
25
|
|
||||
Total stock-based compensation
|
|
$
|
898
|
|
|
$
|
694
|
|
|
$
|
2,392
|
|
|
$
|
1,962
|
|
Grant Date
|
|
Volatility
|
|
Forfeiture Rate
|
|
Risk-free Interest Rate
|
|
Dividend Yield
|
|
Expected Life (Years)
|
March 28, 2016
|
|
61.12%
|
|
21.07%
|
|
1.37%
|
|
—%
|
|
5
|
|
|
Number
of Shares
|
|
Weighted
Average
Exercise
Price
|
|||
Balance, January 1, 2017
|
|
132,868
|
|
|
$
|
8.91
|
|
Options granted
|
|
—
|
|
|
—
|
|
|
Options exercised
|
|
—
|
|
|
—
|
|
|
Options forfeited
|
|
(18,890
|
)
|
|
$
|
12.27
|
|
Balance, September 30, 2017
|
|
113,978
|
|
|
$
|
8.36
|
|
Exercisable, September 30, 2017
|
|
53,131
|
|
|
$
|
8.53
|
|
Exercise
Price
|
|
Number
Outstanding
|
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
|
Expiration
Date
|
|
Weighted
Average
Exercise
Price
|
|
Aggregate
Intrinsic
Value
(1)
|
|
Number
Exercisable
|
|
Weighted
Average
Exercise
Price
|
|
Aggregate
Intrinsic
Value
(1)
|
||||||||||
$8.20
|
|
81,130
|
|
|
8.49
|
|
2026
|
|
$
|
8.20
|
|
|
$
|
37
|
|
|
20,283
|
|
|
$
|
8.20
|
|
|
$
|
9
|
|
$8.74
|
|
32,848
|
|
|
0.64
|
|
2018
|
|
$
|
8.74
|
|
|
—
|
|
|
32,848
|
|
|
$
|
8.74
|
|
|
—
|
|
||
|
|
113,978
|
|
|
6.23
|
|
2018-2026
|
|
$
|
8.36
|
|
|
$
|
37
|
|
|
53,131
|
|
|
$
|
8.53
|
|
|
$
|
9
|
|
|
|
Number
of Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Balance, January 1, 2017
|
|
1,036,680
|
|
|
$
|
7.27
|
|
Granted
|
|
458,020
|
|
|
$
|
6.95
|
|
Vested
|
|
(148,674
|
)
|
|
$
|
6.93
|
|
Forfeited
|
|
(57,274
|
)
|
|
$
|
7.19
|
|
Balance, September 30, 2017
|
|
1,288,752
|
|
|
$
|
7.20
|
|
|
|
Number
of Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Balance, January 1, 2017
|
|
—
|
|
|
—
|
|
|
Granted
|
|
274,882
|
|
|
$
|
6.45
|
|
Vested
|
|
—
|
|
|
—
|
|
|
Forfeited
|
|
(17,906
|
)
|
|
$
|
6.45
|
|
Balance, September 30, 2017
|
|
256,976
|
|
|
$
|
6.45
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Shares of unrestricted stock granted
|
|
14,184
|
|
|
14,868
|
|
|
42,432
|
|
|
42,096
|
|
||||
Weighted average grant date fair value per share
|
|
$
|
7.40
|
|
|
$
|
7.06
|
|
|
$
|
7.54
|
|
|
$
|
7.48
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Shares of stock sold to employees
|
|
21,371
|
|
|
17,060
|
|
|
33,925
|
|
|
29,795
|
|
||||
Weighted average fair value per ESPP award
|
|
$
|
6.25
|
|
|
$
|
5.98
|
|
|
$
|
6.16
|
|
|
$
|
5.97
|
|
12.
|
Earnings (Loss) Per Share
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Numerator - basic and diluted:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) from continuing operations
|
|
$
|
3,219
|
|
|
$
|
3,251
|
|
|
$
|
(2,032
|
)
|
|
$
|
(3,516
|
)
|
Less: net (income) loss attributable to noncontrolling interests
|
|
(871
|
)
|
|
(1,207
|
)
|
|
507
|
|
|
(645
|
)
|
||||
Net income (loss) from continuing operations attributable to RLH Corporation
|
|
2,348
|
|
|
2,044
|
|
|
(1,525
|
)
|
|
(4,161
|
)
|
||||
Income from discontinued operations
|
|
408
|
|
|
262
|
|
|
611
|
|
|
1,831
|
|
||||
Net income (loss) attributable to RLH Corporation
|
|
2,756
|
|
|
2,306
|
|
|
(914
|
)
|
|
(2,330
|
)
|
||||
Fair value adjustment of share component of contingent consideration
(1)
|
|
987
|
|
|
—
|
|
|
567
|
|
|
—
|
|
||||
Net income (loss) attributable to RLH Corporation for diluted earnings (loss) per share
(1)
|
|
$
|
3,743
|
|
|
$
|
2,306
|
|
|
$
|
(347
|
)
|
|
$
|
(2,330
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares - basic
|
|
23,609
|
|
|
20,228
|
|
|
23,542
|
|
|
20,157
|
|
||||
Weighted average shares - diluted
(1)
|
|
24,176
|
|
|
20,613
|
|
|
23,542
|
|
|
20,157
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share - basic
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) from continuing operations attributable to RLH Corporation
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
(0.06
|
)
|
|
$
|
(0.21
|
)
|
Income from discontinued operations
|
|
0.02
|
|
|
0.01
|
|
|
0.02
|
|
|
0.09
|
|
||||
Net income (loss) attributable to RLH Corporation
|
|
$
|
0.12
|
|
|
$
|
0.11
|
|
|
$
|
(0.04
|
)
|
|
$
|
(0.12
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share - diluted
(1)
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) from continuing operations attributable to RLH Corporation
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
(0.06
|
)
|
|
$
|
(0.21
|
)
|
Income from discontinued operations
|
|
0.01
|
|
|
0.01
|
|
|
0.02
|
|
|
0.09
|
|
||||
Net income (loss) attributable to RLH Corporation
|
|
$
|
0.11
|
|
|
$
|
0.11
|
|
|
$
|
(0.04
|
)
|
|
$
|
(0.12
|
)
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Stock Options
(1)
|
|
|
|
|
|
|
|
|
||||
Dilutive awards outstanding
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Antidilutive awards outstanding
|
|
113,978
|
|
|
149,858
|
|
|
113,978
|
|
|
149,858
|
|
Total awards outstanding
|
|
113,978
|
|
|
149,858
|
|
|
113,978
|
|
|
149,858
|
|
|
|
|
|
|
|
|
|
|
||||
Restricted Stock Units
(2)
|
|
|
|
|
|
|
|
|
||||
Dilutive awards outstanding
|
|
535,035
|
|
|
342,321
|
|
|
—
|
|
|
—
|
|
Antidilutive awards outstanding
|
|
753,717
|
|
|
753,398
|
|
|
1,288,752
|
|
|
1,095,719
|
|
Total awards outstanding
|
|
1,288,752
|
|
|
1,095,719
|
|
|
1,288,752
|
|
|
1,095,719
|
|
|
|
|
|
|
|
|
|
|
||||
Performance Stock Units
(3)
|
|
|
|
|
|
|
|
|
||||
Dilutive awards outstanding
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Antidilutive awards outstanding
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total awards outstanding
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
||||
Warrants
(4)
|
|
|
|
|
|
|
|
|
||||
Dilutive awards outstanding
|
|
31,702
|
|
|
34,761
|
|
|
—
|
|
|
—
|
|
Antidilutive awards outstanding
|
|
410,831
|
|
|
407,772
|
|
|
442,533
|
|
|
442,533
|
|
Total awards outstanding
|
|
442,533
|
|
|
442,533
|
|
|
442,533
|
|
|
442,533
|
|
|
|
|
|
|
|
|
|
|
||||
Shares for Vantage Contingent Consideration
(5)
|
|
|
|
|
|
|
|
|
||||
Dilutive awards outstanding
|
|
—
|
|
|
7,500
|
|
|
—
|
|
|
—
|
|
Antidilutive awards outstanding
|
|
483,000
|
|
|
682,500
|
|
|
483,000
|
|
|
690,000
|
|
Total awards outstanding
|
|
483,000
|
|
|
690,000
|
|
|
483,000
|
|
|
690,000
|
|
|
|
|
|
|
|
|
|
|
||||
Total dilutive awards outstanding
|
|
566,737
|
|
|
384,582
|
|
|
—
|
|
|
—
|
|
13.
|
Income Taxes
|
14.
|
Fair Value
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
|
Carrying
Amount
|
|
Fair
Value |
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
||||||||
Notes receivable
|
|
$
|
1,572
|
|
|
$
|
1,572
|
|
|
$
|
1,295
|
|
|
$
|
1,295
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Total debt
|
|
$
|
112,875
|
|
|
$
|
112,307
|
|
|
$
|
110,598
|
|
|
$
|
107,858
|
|
Total capital lease obligations
|
|
$
|
1,030
|
|
|
$
|
1,030
|
|
|
$
|
1,147
|
|
|
$
|
1,147
|
|
15.
|
Related Party Transactions
|
16.
|
Business Acquisition
|
|
|
Purchase Price
|
||
Cash paid to Vantage at close date
|
|
$
|
10,300
|
|
Cash paid to TESI at close date
|
|
12,300
|
|
|
Total cash consideration at close date
|
|
22,600
|
|
|
Value of 690,000 shares to TESI at close date
|
|
5,800
|
|
|
Total consideration at close date
|
|
28,400
|
|
|
|
|
|
||
Fair value of contingent consideration
|
|
10,900
|
|
|
Assumption of Vantage obligation
|
|
900
|
|
|
Total purchase price
|
|
$
|
40,200
|
|
|
|
Year 1 Anniversary
|
|
Year 2 Anniversary
|
|
Total
|
|||||||||||||||
Threshold
|
|
Shares
|
|
Cash
(1)
|
|
Shares
|
|
Cash
(1)
|
|
Shares
|
|
Cash
(1)
|
|||||||||
90% of room count at close
|
|
414,000
|
|
|
$
|
4,000
|
|
|
276,000
|
|
|
$
|
3,000
|
|
|
690,000
|
|
|
$
|
7,000
|
|
80% of room count at close
|
|
310,500
|
|
|
$
|
3,000
|
|
|
207,000
|
|
|
$
|
2,250
|
|
|
517,500
|
|
|
$
|
5,250
|
|
Minimum
|
|
—
|
|
|
$
|
1,000
|
|
|
—
|
|
|
$
|
1,000
|
|
|
—
|
|
|
$
|
2,000
|
|
|
|
Three Months Ended
September 30, 2016 |
|
Nine Months Ended
September 30, 2016 |
||||
|
|
(in thousands)
|
||||||
Revenue
|
|
$
|
53,692
|
|
|
$
|
147,463
|
|
Income (loss) before income taxes
|
|
$
|
5,880
|
|
|
$
|
2,188
|
|
17.
|
Discontinued Operations and Assets and Liabilities Held for Sale
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Entertainment revenue
|
|
$
|
2,969
|
|
|
$
|
1,936
|
|
|
$
|
9,050
|
|
|
$
|
13,014
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Entertainment
|
|
2,555
|
|
|
1,605
|
|
|
8,372
|
|
|
11,183
|
|
||||
Other
|
|
—
|
|
|
13
|
|
|
—
|
|
|
14
|
|
||||
Depreciation and amortization
|
|
7
|
|
|
43
|
|
|
64
|
|
|
145
|
|
||||
Gain on asset dispositions, net
|
|
(1
|
)
|
|
(1
|
)
|
|
3
|
|
|
(1
|
)
|
||||
Total operating expenses
|
|
2,561
|
|
|
1,660
|
|
|
8,439
|
|
|
11,341
|
|
||||
Operating income
|
|
408
|
|
|
276
|
|
|
611
|
|
|
1,673
|
|
||||
Interest expense
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
||||
Other income (expense), net
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
170
|
|
||||
Income from discontinued operations
|
|
$
|
408
|
|
|
$
|
262
|
|
|
$
|
611
|
|
|
$
|
1,831
|
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Accounts receivable, net
|
|
$
|
381
|
|
|
$
|
1,656
|
|
Inventories
|
|
16
|
|
|
51
|
|
||
Prepaid expenses and other
|
|
266
|
|
|
247
|
|
||
Property and equipment, net
|
|
228
|
|
|
247
|
|
||
Goodwill
|
|
3,162
|
|
|
3,162
|
|
||
Intangible assets
|
|
6
|
|
|
6
|
|
||
Other assets, net
|
|
226
|
|
|
216
|
|
||
Assets held for sale
|
|
$
|
4,285
|
|
|
$
|
5,585
|
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Accounts payable
|
|
$
|
318
|
|
|
$
|
203
|
|
Accrued payroll and related benefits
|
|
82
|
|
|
210
|
|
||
Other accrued liabilities
|
|
15
|
|
|
—
|
|
||
Deferred income and other long-term liabilities
|
|
324
|
|
|
273
|
|
||
Liabilities held for sale
|
|
$
|
739
|
|
|
$
|
686
|
|
|
|
|
|
|
||||
Other accrued entertainment liabilities held for sale
|
|
$
|
6,757
|
|
|
$
|
11,334
|
|
|
|
Nine Months Ended
|
||||||
|
|
September 30,
|
||||||
|
|
2017
|
|
2016
|
||||
Depreciation and amortization
|
|
$
|
64
|
|
|
$
|
145
|
|
Capital expenditures
|
|
$
|
101
|
|
|
$
|
26
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Hotel RL
|
America's Best Inn & Suites
|
|
Red Lion Hotels
|
Signature Inn
|
|
Red Lion Inn & Suites
|
Jameson Inns
|
|
GuestHouse
|
Country Hearth Inns & Suites
|
|
Settle Inn
|
3 Palm Hotels
|
|
Americas Best Value Inn
|
Value Inn Worldwide
|
|
Canadas Best Value Inn
|
Value Hotel Worldwide
|
|
Lexington Hotels & Inns
|
|
|
|
Company Operated
|
|
Franchised
|
|
Total Systemwide
|
||||||||||||
|
|
Hotels
|
|
Total Available Rooms
|
|
Hotels
|
|
Total Available Rooms
|
|
Hotels
|
|
Total Available Rooms
|
||||||
Beginning quantity, January 1, 2017
|
|
20
|
|
|
4,200
|
|
|
1,117
|
|
|
68,900
|
|
|
1,137
|
|
|
73,100
|
|
Newly opened properties
|
|
—
|
|
|
—
|
|
|
48
|
|
|
3,500
|
|
|
48
|
|
|
3,500
|
|
Terminated properties
|
|
—
|
|
|
—
|
|
|
(83
|
)
|
|
(5,800
|
)
|
|
(83
|
)
|
|
(5,800
|
)
|
Ending quantity, September 30, 2017
|
|
20
|
|
|
4,200
|
|
|
1,082
|
|
|
66,600
|
|
|
1,102
|
|
|
70,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Executed franchise license and management agreements, nine months ended September 30, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
New franchise / management agreements
|
|
1
|
|
|
100
|
|
|
49
|
|
|
3,300
|
|
|
50
|
|
|
3,400
|
|
Renewals / changes of ownership
|
|
—
|
|
|
—
|
|
|
70
|
|
|
5,000
|
|
|
70
|
|
|
5,000
|
|
Total executed franchise license agreements, nine months ended September 30, 2017
|
|
1
|
|
|
100
|
|
|
119
|
|
|
8,300
|
|
|
120
|
|
|
8,400
|
|
•
|
The
company operated hotel segment
derives revenues primarily from guest room rentals and food and beverage offerings at owned and leased hotels for which we consolidate results. Revenues are also derived from management fees and related charges for hotels with which we contract to perform management services.
|
•
|
The
franchised hotels segment
is engaged primarily in licensing our brands to franchisees. This segment generates revenue from franchise fees that are typically based on a percentage of room revenue and are charged to hotel owners in exchange for the use of our brand and access to our central services programs. These programs include our reservation system, guest loyalty program, national and regional sales, revenue management tools, quality inspections, advertising and brand standards.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Total revenue
|
|
$
|
51,024
|
|
|
$
|
43,672
|
|
|
$
|
133,434
|
|
|
$
|
110,247
|
|
Total operating expenses
|
|
45,850
|
|
|
38,631
|
|
|
129,401
|
|
|
109,054
|
|
||||
Operating income
|
|
5,174
|
|
|
5,041
|
|
|
4,033
|
|
|
1,193
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
(2,119
|
)
|
|
(1,793
|
)
|
|
(6,114
|
)
|
|
(4,741
|
)
|
||||
Other income (loss), net
|
|
338
|
|
|
169
|
|
|
562
|
|
|
290
|
|
||||
Income (loss) from continuing operations before taxes
|
|
3,393
|
|
|
3,417
|
|
|
(1,519
|
)
|
|
(3,258
|
)
|
||||
Income tax expense
|
|
174
|
|
|
166
|
|
|
513
|
|
|
258
|
|
||||
Net income (loss) from continuing operations
|
|
3,219
|
|
|
3,251
|
|
|
(2,032
|
)
|
|
(3,516
|
)
|
||||
Net income from discontinued operations, net of tax
|
|
408
|
|
|
262
|
|
|
611
|
|
|
1,831
|
|
||||
Net income (loss)
|
|
3,627
|
|
|
3,513
|
|
|
(1,421
|
)
|
|
(1,685
|
)
|
||||
Less net (income) loss attributable to noncontrolling interests
|
|
(871
|
)
|
|
(1,207
|
)
|
|
507
|
|
|
(645
|
)
|
||||
Net income (loss) and comprehensive income (loss) attributable to RLH Corporation
|
|
$
|
2,756
|
|
|
$
|
2,306
|
|
|
$
|
(914
|
)
|
|
$
|
(2,330
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Non-GAAP Financial Measures
(1)
|
|
|
|
|
|
|
|
|
||||||||
EBITDA from continuing operations
|
|
$
|
10,580
|
|
|
$
|
9,243
|
|
|
$
|
18,948
|
|
|
$
|
14,523
|
|
Adjusted EBITDA from continuing operations
|
|
$
|
11,407
|
|
|
$
|
10,615
|
|
|
$
|
19,683
|
|
|
$
|
14,697
|
|
Adjusted net income (loss)
|
|
$
|
4,454
|
|
|
$
|
4,885
|
|
|
$
|
(686
|
)
|
|
$
|
(1,511
|
)
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Company operated hotel revenue
|
|
$
|
37,244
|
|
|
$
|
37,157
|
|
|
$
|
94,214
|
|
|
$
|
93,515
|
|
less: revenue from sold and closed hotels
|
|
—
|
|
|
(1,338
|
)
|
|
—
|
|
|
(2,791
|
)
|
||||
less: revenue from hotels without comparable results
|
|
(1,307
|
)
|
|
(1,223
|
)
|
|
(3,528
|
)
|
|
(1,830
|
)
|
||||
less: revenue from managed properties
|
|
(380
|
)
|
|
(235
|
)
|
|
(855
|
)
|
|
(982
|
)
|
||||
Comparable company operated hotel revenue
|
|
$
|
35,557
|
|
|
$
|
34,361
|
|
|
$
|
89,831
|
|
|
$
|
87,912
|
|
|
|
|
|
|
|
|
|
|
||||||||
Company operated hotel operating expenses
|
|
$
|
25,284
|
|
|
$
|
25,363
|
|
|
$
|
70,450
|
|
|
$
|
71,035
|
|
less: operating expenses from sold and closed hotels
|
|
—
|
|
|
(761
|
)
|
|
—
|
|
|
(1,949
|
)
|
||||
less: operating expenses from hotels without comparable results
|
|
(1,108
|
)
|
|
(1,151
|
)
|
|
(3,096
|
)
|
|
(2,311
|
)
|
||||
less: operating expenses from managed properties
|
|
(188
|
)
|
|
(237
|
)
|
|
(520
|
)
|
|
(866
|
)
|
||||
Comparable company operated hotel operating expenses
|
|
$
|
23,988
|
|
|
$
|
23,214
|
|
|
$
|
66,834
|
|
|
$
|
65,909
|
|
|
|
|
|
|
|
|
|
|
||||||||
Company operated hotel direct operating profit
|
|
$
|
11,960
|
|
|
$
|
11,794
|
|
|
$
|
23,764
|
|
|
$
|
22,480
|
|
less: operating profit from sold and closed hotels
|
|
—
|
|
|
(577
|
)
|
|
—
|
|
|
(842
|
)
|
||||
less: operating profit from hotels without comparable results
|
|
(199
|
)
|
|
(72
|
)
|
|
(432
|
)
|
|
481
|
|
||||
less: operating profit from managed properties
|
|
(192
|
)
|
|
2
|
|
|
(335
|
)
|
|
(116
|
)
|
||||
Comparable company operated hotel direct profit
|
|
$
|
11,569
|
|
|
$
|
11,147
|
|
|
$
|
22,997
|
|
|
$
|
22,003
|
|
Comparable company operated hotel direct margin %
|
|
32.5
|
%
|
|
32.4
|
%
|
|
25.6
|
%
|
|
25.0
|
%
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Company operated hotels
|
|
$
|
37,244
|
|
|
$
|
37,157
|
|
|
$
|
94,214
|
|
|
$
|
93,515
|
|
Other revenues from managed properties
|
|
1,054
|
|
|
1,733
|
|
|
3,047
|
|
|
4,498
|
|
||||
Franchised hotels
|
|
12,714
|
|
|
4,766
|
|
|
36,045
|
|
|
12,194
|
|
||||
Other
|
|
12
|
|
|
16
|
|
|
128
|
|
|
40
|
|
||||
Total revenues
|
|
$
|
51,024
|
|
|
$
|
43,672
|
|
|
$
|
133,434
|
|
|
$
|
110,247
|
|
Comparable Hotel Statistics
(1)
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Nine Months Ended September 30,
|
|||||||||||||||||||||
|
|
2017
|
|
2016
|
|||||||||||||||||||
|
|
Average
Occupancy
(2)
|
|
|
ADR
(3)
|
|
RevPAR
(4)
|
|
Average
Occupancy
(2)
|
|
ADR
(3)
|
|
RevPAR
(4)
|
||||||||||
Systemwide
|
|
63.1
|
%
|
|
|
$
|
92.74
|
|
|
$
|
58.54
|
|
|
64.1
|
%
|
|
$
|
89.81
|
|
|
$
|
57.59
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Change from prior comparative period:
|
|
Average
Occupancy
(2)
|
|
|
ADR
(3)
|
|
RevPAR
(4)
|
|
|
|
|
|
|
||||||||||
Systemwide
|
|
(100.0
|
)
|
bps
|
|
3.3
|
%
|
|
1.6
|
%
|
|
|
|
|
|
|
(1)
Certain operating results for the periods included in this report are shown on a comparable hotel basis. Comparable hotels are defined as hotels that were in the system for at least one full calendar year as of the beginning of the current year under materially similar operations.
|
(2)
Average occupancy represents total paid rooms divided by total available rooms. Total available rooms represents the number of rooms available multiplied by the number of days in the reported period and includes rooms taken out of service for renovation.
|
(3)
Average daily rate (ADR) represents total room revenues divided by the total number of paid rooms occupied by hotel guests.
|
(4)
Revenue per available room (RevPAR) represents total room and related revenues divided by total available rooms.
|
•
|
Average occupancy represents total paid rooms occupied divided by total available rooms. We use average occupancy as a measure of the utilization of capacity in our network of hotels.
|
•
|
RevPAR represents total room and related revenues divided by total available rooms. We use RevPAR as a measure of performance yield in our network of hotels.
|
•
|
ADR represents total room revenues divided by the total number of paid rooms occupied by hotel guests. We use ADR as a measure of room pricing in our network of hotels.
|
•
|
Total available rooms represents the number of rooms available multiplied by the number of days in the reported period. We use total available rooms as a measure of capacity in our network of hotels and do not adjust total available rooms for rooms temporarily out of service for remodel or other short-term periods.
|
•
|
Comparable hotels are hotels that have been owned, leased, or franchised by us and were in operation for at least one full calendar year as of the beginning the current period other than hotels for which comparable results were not available.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Company operated hotels
|
|
$
|
25,284
|
|
|
$
|
25,363
|
|
|
$
|
70,450
|
|
|
$
|
71,035
|
|
Other costs from managed properties
|
|
1,054
|
|
|
1,733
|
|
|
3,047
|
|
|
4,498
|
|
||||
Franchised hotels
|
|
8,898
|
|
|
3,214
|
|
|
26,300
|
|
|
10,034
|
|
||||
Other
|
|
(9
|
)
|
|
9
|
|
|
(2
|
)
|
|
30
|
|
||||
Depreciation and amortization
|
|
4,660
|
|
|
3,771
|
|
|
13,742
|
|
|
11,209
|
|
||||
Hotel facility and land lease
|
|
1,201
|
|
|
1,197
|
|
|
3,604
|
|
|
3,543
|
|
||||
Gain on asset dispositions, net
|
|
(113
|
)
|
|
(100
|
)
|
|
(334
|
)
|
|
(729
|
)
|
||||
General and administrative expenses
|
|
3,640
|
|
|
2,031
|
|
|
11,348
|
|
|
7,781
|
|
||||
Acquisition and integration costs
|
|
1,235
|
|
|
1,413
|
|
|
1,246
|
|
|
1,653
|
|
||||
Total operating expenses
|
|
$
|
45,850
|
|
|
$
|
38,631
|
|
|
$
|
129,401
|
|
|
$
|
109,054
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Company operated hotel operating expenses
|
|
$
|
25,284
|
|
|
$
|
25,363
|
|
|
$
|
70,450
|
|
|
$
|
71,035
|
|
less: operating expenses from sold and closed hotels
|
|
—
|
|
|
(761
|
)
|
|
—
|
|
|
(1,949
|
)
|
||||
less: operating expenses from hotels without comparable results
|
|
(1,108
|
)
|
|
(1,151
|
)
|
|
(3,096
|
)
|
|
(2,311
|
)
|
||||
less: operating expenses from managed properties
|
|
(188
|
)
|
|
(237
|
)
|
|
(520
|
)
|
|
(866
|
)
|
||||
Comparable company operated hotel operating expenses
|
|
$
|
23,988
|
|
|
$
|
23,214
|
|
|
$
|
66,834
|
|
|
$
|
65,909
|
|
|
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
4-5 years
|
|
After
5 years
|
||||||||||
Debt
(1)
|
|
$
|
122,397
|
|
|
$
|
31,430
|
|
|
$
|
90,967
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Capital leases
(1)
|
|
1,144
|
|
|
329
|
|
|
602
|
|
|
213
|
|
|
—
|
|
|||||
Operating leases
|
|
81,839
|
|
|
5,555
|
|
|
9,024
|
|
|
5,121
|
|
|
62,139
|
|
|||||
Total contractual obligations
(2)
|
|
$
|
205,380
|
|
|
$
|
37,314
|
|
|
$
|
100,593
|
|
|
$
|
5,334
|
|
|
$
|
62,139
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Debt
|
|
$
|
434
|
|
|
$
|
24,442
|
|
|
$
|
87,999
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
112,875
|
|
|
$
|
112,307
|
|
Average interest rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.3
|
%
|
|
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
Exhibit
Number
|
|
Description
|
|
|
|
|
Asset Purchase Agreement between Red Lion Hotels Corporation, TicketsWest.com, Inc. and Paciolan, LLC dated August 11, 2017
|
|
|
|
|
|
Statement of Computation of Ratios
|
|
|
|
|
|
Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a)
|
|
|
|
|
|
Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a)
|
|
|
|
|
|
Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(b)
|
|
|
|
|
|
Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(b)
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
Signature
|
|
Title
|
|
Date
|
||
|
|
|
|
|
|
|
By:
|
|
/s/ Gregory T. Mount
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
November 3, 2017
|
|
|
Gregory T. Mount
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Douglas L. Ludwig
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
|
November 3, 2017
|
|
|
Douglas L. Ludwig
|
|
|
|
ARTICLE I Definitions
|
1
|
|
ARTICLE II Purchase and Sale
|
10
|
|
Section 2.01
|
Purchase and Sale of Assets
|
10
|
Section 2.02
|
Excluded Assets
|
12
|
Section 2.03
|
Assumed Liabilities
|
13
|
Section 2.04
|
Excluded Liabilities
|
13
|
Section 2.05
|
Purchase Price
|
15
|
Section 2.06
|
Payment
|
15
|
Section 2.07
|
Purchase Price Adjustment – Closing Capital
|
15
|
Section 2.08
|
Purchase Price Adjustment – Ticketing Agreements
|
18
|
Section 2.09
|
Allocation of Purchase Price
|
19
|
ARTICLE III Closing
|
19
|
|
Section 3.01
|
Closing
|
19
|
Section 3.02
|
Closing Deliverables
|
19
|
ARTICLE IV Representations and warranties of seller
|
21
|
|
Section 4.01
|
Organization and Qualification
|
21
|
Section 4.02
|
Authority of Seller
|
21
|
Section 4.03
|
No Conflicts; Consents
|
21
|
Section 4.04
|
Financial Statements
|
22
|
Section 4.05
|
Undisclosed Liabilities
|
22
|
Section 4.06
|
Absence of Certain Changes, Events and Conditions
|
22
|
Section 4.07
|
Material Contracts
|
24
|
Section 4.08
|
Title to Purchased Assets
|
25
|
Section 4.09
|
Condition and Sufficiency of Assets
|
26
|
Section 4.10
|
Real Property
|
26
|
Section 4.11
|
Intellectual Property
|
26
|
Section 4.12
|
Subsidiaries
|
28
|
Section 4.13
|
Accounts Receivable
|
28
|
Section 4.14
|
Suppliers
|
29
|
Section 4.15
|
Customers
|
29
|
Section 4.16
|
Legal Proceedings; Governmental Orders
|
29
|
Section 4.17
|
Compliance with Laws; Permits
|
29
|
Section 4.18
|
Environmental Matters
|
30
|
Section 4.19
|
Employee Benefit Matters
|
30
|
Section 4.20
|
Employment Matters
|
31
|
Section 4.21
|
Taxes
|
31
|
Section 4.22
|
Brokers
|
32
|
Section 4.23
|
Insurance
|
32
|
Section 4.24
|
Related Party Transactions
|
33
|
Section 4.25
|
Ethical Practices
|
33
|
Section 4.26
|
Disclosure
|
33
|
ARTICLE V Representations and warranties of buyer
|
33
|
Section 5.01
|
Organization of Buyer
|
33
|
Section 5.02
|
Authority of Buyer
|
33
|
Section 5.03
|
No Conflicts; Consents
|
34
|
Section 5.04
|
Brokers
|
34
|
Section 5.05
|
Sufficiency of Funds
|
34
|
Section 5.06
|
Legal Proceedings
|
34
|
ARTICLE VI Covenants
|
34
|
|
Section 6.01
|
Employees and Employee Benefits
|
34
|
Section 6.02
|
Confidentiality
|
34
|
Section 6.03
|
Consents
|
36
|
Section 6.04
|
Books and Records
|
37
|
Section 6.05
|
Public Announcements
|
37
|
Section 6.06
|
Bulk Sales Laws
|
37
|
Section 6.07
|
Receivables
|
37
|
Section 6.08
|
Transfer Taxes
|
37
|
Section 6.09
|
Tax Clearance Certificates
|
38
|
Section 6.10
|
Conduct of Business Prior to the Closing
|
38
|
Section 6.11
|
Further Assurances
|
40
|
Section 6.12
|
Non-Solicit and Non-Competition
|
40
|
Section 6.13
|
Exclusivity
|
40
|
Section 6.14
|
Insurance
|
41
|
Section 6.15
|
Name Change
|
42
|
ARTICLE VII Conditions to closing
|
42
|
|
Section 7.01
|
Conditions to Obligations of All Parties
|
42
|
Section 7.02
|
Conditions to Obligations of Buyer
|
42
|
Section 7.03
|
Conditions to Obligations of Seller
|
44
|
ARTICLE VIII Indemnification
|
45
|
|
Section 8.01
|
Survival
|
45
|
Section 8.02
|
Indemnification By Seller and Parent
|
45
|
Section 8.03
|
Indemnification By Buyer
|
46
|
Section 8.04
|
Certain Limitations
|
46
|
Section 8.05
|
Indemnification Procedures
|
47
|
Section 8.06
|
Payments
|
49
|
Section 8.07
|
Tax Treatment of Indemnification Payments
|
49
|
Section 8.08
|
Effect of Investigation
|
49
|
Section 8.09
|
Exclusive Remedies
|
50
|
ARTICLE IX Termination
|
50
|
|
Section 9.01
|
Termination
|
50
|
Section 9.02
|
Buyer’s Right of First Refusal
|
51
|
Section 9.03
|
Effect of Termination
|
52
|
ARTICLE X Miscellaneous
|
52
|
|
Section 10.01
|
Expenses
|
52
|
Section 10.02
|
Notices
|
52
|
Section 10.03
|
Interpretation
|
53
|
Section 10.04
|
Headings
|
54
|
Section 10.05
|
Severability
|
54
|
Section 10.06
|
Entire Agreement
|
54
|
Section 10.07
|
Successors and Assigns
|
54
|
Section 10.08
|
No Third-party Beneficiaries
|
54
|
Section 10.09
|
Amendment and Modification; Waiver
|
54
|
Section 10.10
|
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial
|
55
|
Section 10.11
|
Counterparts
|
55
|
If to Seller or Parent:
|
TicketsWest.com, Inc.
201 W. North River Drive Spokane, WA 99201 E-mail: Dusty.Kurtz@ticketswest.com Attention: President |
with a copy to:
|
Davis Wright Tremaine LLP
1201 Third Avenue, Suite 2200 Seattle, WA 98101 E-mail: mattlemaster@dwt.com Attention: Matt LeMaster |
If to Buyer:
|
constitute notice) to:
|
2400 Dallas Parkway, Suite 500
Plano, TX 75093 Email: jraleigh@learfield.com Attention: General Counsel and: Cozen O’Connor One Liberty Place 1650 Market Street, Suite 2800 Philadelphia, Pennsylvania 19103 Email: shaas@cozen.com Attention: Steven N. Haas |
Parent:
|
RED LION HOTELS CORPORATION
|
|
By
/s/ Thomas L. McKeirnan
Name: Thomas L. McKeirnan
Title: Executive Vice President
|
|
|
|
|
Seller:
|
TICKETSWEST.COM, INC.
|
|
By
/s/ Thomas L. McKeirnan
Name: Thomas L. McKeirnan
Title: Executive Vice President
|
|
|
|
|
Buyer:
|
PACIOLAN, LLC
|
|
By
/s/ Kimberly Damron
Name: Kimberly Damron
Title: President
|
1.
|
Section 2.05 of the Agreement is amended, restated and replaced follows:
|
Parent:
|
RED LION HOTELS CORPORATION
|
|
By
/s/ Thomas L. McKeirnan
Name: Thomas L. McKeirnan
Title: Executive Vice President
|
|
|
|
|
Seller:
|
TICKETSWEST.COM, INC.
|
|
By
/s/ Thomas L. McKeirnan
Name: Thomas L. McKeirnan
Title: Executive Vice President
|
|
|
|
|
Buyer:
|
PACIOLAN, LLC
|
|
By
/s/ Kimberly Damron
Name: Kimberly Damron
Title: President
|
Statement of Computation of Ratios
|
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||
|
Year Ended December 31,
|
|
Year to Date
|
||||||||||||||||
|
2012
|
2013
|
2014
|
2015
|
2016
|
|
September 30, 2017
|
||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
$
|
7,553
|
|
$
|
5,416
|
|
$
|
4,450
|
|
$
|
6,044
|
|
$
|
5,598
|
|
|
$
|
5,222
|
|
Amortization of debt discount and related expenses
|
729
|
|
295
|
|
125
|
|
935
|
|
1,166
|
|
|
892
|
|
||||||
Estimate of interest within rental expense
|
1,812
|
|
1,717
|
|
1,968
|
|
2,450
|
|
1,885
|
|
|
1,583
|
|
||||||
Total fixed charges
|
$
|
10,094
|
|
$
|
7,428
|
|
$
|
6,543
|
|
$
|
9,429
|
|
$
|
8,649
|
|
|
$
|
7,697
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings available for fixed charges:
|
|
|
|
|
|
|
|
||||||||||||
Income(loss) from continuing operations before taxes
|
$
|
(17,692
|
)
|
$
|
(15,834
|
)
|
$
|
2,559
|
|
$
|
4,156
|
|
$
|
(4,685
|
)
|
|
$
|
(1,519
|
)
|
Add: Fixed charges
|
10,094
|
|
7,428
|
|
6,543
|
|
9,429
|
|
8,649
|
|
|
7,697
|
|
||||||
Add: Amortization of capitalized interest
|
—
|
|
—
|
|
—
|
|
—
|
|
15
|
|
|
15
|
|
||||||
Add: Distributed income of equity investees
|
—
|
|
—
|
|
—
|
|
—
|
|
77
|
|
|
—
|
|
||||||
Less: Capitalized interest
|
—
|
|
—
|
|
—
|
|
(315
|
)
|
(362
|
)
|
|
—
|
|
||||||
Total earnings available for fixed charges
|
$
|
(7,598
|
)
|
$
|
(8,406
|
)
|
$
|
9,102
|
|
$
|
13,270
|
|
$
|
3,694
|
|
|
$
|
6,193
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ratio of earnings to fixed charges
(1)(2)
|
N/A
|
N/A
|
1.39
|
1.41
|
N/A
|
|
N/A
|
||||||||||||
|
|
|
|
|
|
|
|
||||||||||||
Deficit of earnings to fixed charges
(2)
|
$
|
17,692
|
|
$
|
15,834
|
|
N/A
|
N/A
|
$
|
4,955
|
|
|
$
|
1,504
|
|
||||
|
|
|
|
|
|
|
|
||||||||||||
(1)
For purposes of computing the ratio of earnings to fixed charges, earnings consist of income from continuing operations before income taxes plus equity in investments and less net income attributable to non-controlling interests. Fixed charges consist of interest, amortization of debt fees and that portion of rent deemed representative of interest. We have not included a ratio of earnings to combined fixed charges and preferred stock dividends because we do not have any preferred stock outstanding.
|
|||||||||||||||||||
(2)
In 2012, 2013, 2016 and year-to-date 2017, we incurred losses from operations or our earnings were insufficient to cover our fixed charges. As a result, the ratio of earnings to fixed charges is not calculated for these periods as the ratio would be less than 1:1.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Red Lion Hotels Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and;
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Gregory T. Mount
|
Gregory T. Mount
|
President and Chief Executive Officer
|
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Red Lion Hotels Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and;
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Douglas L. Ludwig
|
Douglas L. Ludwig
|
Executive Vice President and Chief Financial Officer
|
(Principal Financial Officer and Principal Accounting Officer)
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
/s/ Gregory T. Mount
|
Gregory T. Mount
President and Chief Executive Officer
(Principal Executive Officer)
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
/s/ Douglas L. Ludwig
|
Douglas L. Ludwig
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|