Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 31, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Red Lion Hotels CORP | |
Entity Central Index Key | 1,052,595 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 20,026,942 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 81,332 | $ 5,126 |
Restricted cash | 7,506 | 225 |
Accounts receivable, net | 7,931 | 6,752 |
Notes receivable, net | 232 | 2,944 |
Inventories | 954 | 1,013 |
Prepaid expenses and other | 2,962 | 3,671 |
Deferred income taxes | 401 | 0 |
Assets held for sale | 0 | 21,173 |
Total current assets | 101,318 | 40,904 |
Property and equipment, net | 162,001 | 160,410 |
Goodwill | 8,512 | 8,512 |
Intangible assets | 17,210 | 7,012 |
Notes receivable, long term | 1,693 | 2,340 |
Other assets, net | 4,315 | 3,849 |
Total assets | 295,049 | 223,027 |
Current liabilities: | ||
Accounts payable | 5,636 | 2,952 |
Accrued payroll and related benefits | 4,884 | 4,567 |
Other accrued entertainment expenses | 6,625 | 5,625 |
Other accrued expenses | 6,632 | 2,547 |
Deferred income taxes | 0 | 2,778 |
Total current liabilities | 23,777 | 18,469 |
Long-term debt, due after one year, net of discount | 95,482 | 60,698 |
Deferred income | 2,754 | 2,988 |
Deferred income taxes | 3,252 | 35 |
Total liabilities | $ 125,265 | $ 82,190 |
Commitments and contingencies | ||
Red Lion Hotels Corporation stockholders' equity | ||
Preferred stock- 5,000,000 shares authorized; $0.01 par value; no shares issued or outstanding | $ 0 | $ 0 |
Common stock - 50,000,000 shares authorized; $0.01 par value; 19,983,697 and 19,846,508 shares issued and outstanding | 200 | 198 |
Additional paid-in capital | 142,707 | 153,671 |
Accumulated other comprehensive income (loss) | 0 | (203) |
Retained earnings (accumulated deficit) | (4,589) | (12,829) |
Total Red Lion Hotels Corporation stockholders' equity | 138,318 | 140,837 |
Noncontrolling interest | 31,466 | 0 |
Total stockholders' equity | 169,784 | 140,837 |
Total liabilities and stockholders’ equity | $ 295,049 | $ 223,027 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Red Lion Hotels Corporation stockholders' equity | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, shares issued (in shares) | 19,983,697 | 19,846,508 |
Common stock, shares outstanding (in shares) | 19,983,697 | 19,846,508 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenue: | ||||
Company operated hotels | $ 30,348 | $ 31,399 | $ 54,120 | $ 57,323 |
Other revenues from managed properties | 964 | 0 | 1,127 | 0 |
Franchised hotels | 3,229 | 4,453 | 5,322 | 5,978 |
Entertainment | 2,060 | 5,538 | 5,736 | 10,644 |
Other | 12 | 18 | 23 | 51 |
Total revenues | 36,613 | 41,408 | 66,328 | 73,996 |
Operating expenses: | ||||
Company operated hotels | 22,218 | 25,236 | 43,139 | 48,050 |
Other costs from managed properties | 964 | 0 | 1,127 | 0 |
Franchised hotels | 3,031 | 2,056 | 5,407 | 3,498 |
Entertainment | 2,249 | 4,797 | 5,375 | 8,854 |
Other | 9 | 51 | 17 | 165 |
Depreciation and amortization | 3,144 | 3,182 | 6,119 | 6,325 |
Hotel facility and land lease | 1,594 | 1,171 | 3,195 | 2,325 |
Gain on asset dispositions, net | (88) | (3,404) | (16,503) | (3,479) |
General and administrative expenses | 2,800 | 2,066 | 5,126 | 4,180 |
Total operating expenses | 35,921 | 35,155 | 53,002 | 69,918 |
Operating income (loss) | 692 | 6,253 | 13,326 | 4,078 |
Other income (expense): | ||||
Interest expense | (1,738) | (1,178) | (3,240) | (2,396) |
Loss on early retirement of debt | 0 | 0 | (1,159) | 0 |
Other income, net | 35 | 64 | 306 | 158 |
Income (loss) from continuing operations before taxes | (1,011) | 5,139 | 9,233 | 1,840 |
Income tax expense | (25) | 0 | 87 | 31 |
Net income (loss) from continuing operations | (986) | 5,139 | 9,146 | 1,809 |
Discontinued operations | ||||
Loss from discontinued business units, net of income tax benefit of $0 | 0 | (1) | 0 | (187) |
Loss on disposal of the assets of discontinued business units, net of income tax benefit of $0 | 0 | 0 | 0 | (2) |
Net income (loss) from discontinued operations | 0 | (1) | 0 | (189) |
Net income (loss) | (986) | 5,138 | 9,146 | 1,620 |
Net (income) loss attributable to noncontrolling interest | (936) | 0 | (906) | 0 |
Net income (loss) attributable to Red Lion Hotels Corporation | (1,922) | 5,138 | 8,240 | 1,620 |
Unrealized losses on cash flow hedge | 0 | (71) | 0 | (72) |
Comprehensive income (loss) | $ (1,922) | $ 5,067 | $ 8,240 | $ 1,548 |
Earnings per share - basic | ||||
Income (loss) from continuing operations attributable to Red Lion Hotels Corporation (in dollars per share) | $ (0.10) | $ 0.26 | $ 0.41 | $ 0.09 |
Income (loss) from discontinued operations (in dollars per share) | 0 | 0 | 0 | (0.01) |
Net income (loss) attributable to Red Lion Hotels Corporation (in dollars per share) | (0.10) | 0.26 | 0.41 | 0.08 |
Earnings per share - diluted | ||||
Income (loss) from continuing operations attributable to Red Lion Hotels Corporation (in dollars per share) | (0.10) | 0.26 | 0.41 | 0.09 |
Income (loss) from discontinued operations (in dollars per share) | 0 | 0 | 0 | (0.01) |
Net income (loss) attributable to Red Lion Hotels Corporation (in dollars per share) | $ (0.10) | $ 0.26 | $ 0.41 | $ 0.08 |
Consolidated Statements of Com5
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Discontinued operations | ||||
Income tax (benefit) expense on discontinued business units | $ 0 | $ 0 | $ 0 | $ 0 |
Income (loss) on disposal and impairment of the assets of the discontinued business units, net of income tax (benefit) expense | $ 0 | $ 0 | $ 0 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Operating activities: | ||
Net income (loss) from continuing operations | $ 9,146 | $ 1,620 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 6,444 | 6,429 |
Gain on disposition of property, equipment and other assets, net | (16,503) | (3,477) |
Loss on early retirement of debt | 1,074 | 0 |
Deferred income taxes | 38 | 6 |
Equity in investments | 100 | 16 |
Stock based compensation expense | 478 | 640 |
Provision for doubtful accounts | 252 | 108 |
Change in current assets and liabilities: | ||
Restricted cash | (7,281) | 0 |
Accounts receivable | (1,387) | (191) |
Notes receivable | (177) | (108) |
Inventories | 1 | 116 |
Prepaid expenses and other | (174) | 999 |
Accounts payable | 2,684 | 56 |
Accrued other | 4,022 | 3,935 |
Net cash provided by (used in) operating activities | (1,283) | 10,149 |
Investing activities: | ||
Purchases of property and equipment | (7,782) | (5,348) |
Purchase of GuestHouse International assets | (8,855) | 0 |
Proceeds from disposition of property and equipment | 37,729 | 16,147 |
Proceeds from sale of joint ventures | 19,071 | 0 |
Collection of notes receivable related to property sales | 3,492 | 154 |
Advances to Red Lion Hotels Capital Trust | (27) | (27) |
Other, net | 0 | 49 |
Net cash provided by (used in) investing activities | 43,628 | 10,975 |
Financing activities: | ||
Borrowings on long-term debt | 67,543 | 0 |
Repayment of long-term debt | (30,528) | (10,365) |
Debt issuance costs | (3,203) | (6) |
Other | 49 | (119) |
Net cash provided by (used in) financing activities | 33,861 | (10,490) |
Change in cash and cash equivalents: | ||
Net increase (decrease) in cash and cash equivalents | 76,206 | 10,634 |
Cash and cash equivalents at beginning of period | 5,126 | 13,058 |
Cash and cash equivalents at end of period | 81,332 | 23,692 |
Cash paid during periods for: | ||
Income taxes | 17 | 37 |
Interest on long-term debt | 2,870 | 2,317 |
Non-cash operating, investing and financing activities: | ||
Accrual of contingent consideration on purchase of GuestHouse International assets | 1,500 | 0 |
Reclassification of property and other assets to assets held for sale | 0 | 17,664 |
Exchange of note receivable for real property | 0 | 200 |
Reclassification between accounts receivable and notes receivable | $ 51 | $ 0 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Red Lion Hotels Corporation ("RLHC", "we", "our", "us" or "our Company") is a NYSE-listed hospitality and leisure company (ticker symbols RLH and RLH-pa) primarily engaged in the management, franchising and ownership of hotels under our proprietary brands, including Hotel RL, Red Lion Hotels, Red Lion Inns & Suites, GuestHouse International, Settle Inn & Suites and Leo Hotel Collection (collectively the "RLHC Brands"). All of our hotels currently operate under the RLHC Brands which represent upper midscale, midscale and economy hotels. A summary of our properties as of June 30, 2015 is provided below: Hotels Total Available Rooms Company operated hotels Majority owned and consolidated 12 2,530 Leased 5 1,027 Managed 2 487 Franchised hotels 109 10,359 Leo Hotel Collection 1 300 Total systemwide 129 14,703 We are also engaged in entertainment operations, which derive revenues from promotion and presentation of entertainment productions and ticketing services under the operations of WestCoast Entertainment and TicketsWest. The ticketing service offers online ticket sales, ticketing inventory management systems, call center services, and outlet/electronic distributions for event locations. We were incorporated in the state of Washington in April 1978, and until 2005 operated hotels under various other brand names including Cavanaughs Hotels and WestCoast Hospitality Corporation. The financial statements encompass the accounts of Red Lion Hotels Corporation and all of its consolidated subsidiaries, including Red Lion Hotels Holdings, Inc., Red Lion Hotels Franchising, Inc., Red Lion Hotels Management, Inc. ("RL Management"), Red Lion Hotels Limited Partnership, RL Venture LLC ("RL Venture"), and RLS Balt Venture LLC ("RLS Balt Venture"). The financial statements include an equity method investment in a 19.9% owned real estate venture, as well as certain cost method investments in various entities included as other assets, over which we do not exercise significant influence. In addition, we hold a 3% common interest in Red Lion Hotels Capital Trust (the “Trust”) that is considered a variable interest entity. We are not the primary beneficiary of the Trust; thus, it is treated as an equity method investment. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited consolidated financial statements included herein have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Certain information and footnote disclosures normally included in financial statements have been condensed or omitted as permitted by such rules and regulations. The consolidated balance sheet as of December 31, 2014 has been compiled from the audited balance sheet as of such date. We believe the disclosures included herein are adequate; however, they should be read in conjunction with the consolidated financial statements and the notes thereto for the year ended December 31, 2014 , previously filed with the SEC on Form 10-K. In the opinion of management, these unaudited consolidated financial statements contain all of the adjustments of a normal and recurring nature necessary to present fairly our consolidated financial position at June 30, 2015 , the consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2015 and 2014 , and the consolidated cash flows for the six months ended June 30, 2015 and 2014 . The comprehensive income (loss) for the periods presented may not be indicative of that which may be expected for a full year. Management makes estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts of revenues and expenses during the reporting period and the disclosures of contingent liabilities. Actual results could materially differ from those estimates and interim results may not be indicative of fiscal year performance because of seasonal and short-term variations. Changes to Significant Accounting Policies 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. We recognize key money paid in conjunction with entering into long-term franchise agreements as prepaid expenses and amortize the amount paid against revenue over the term of the franchise agreements. Reclassifications Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. Except as otherwise described, these reclassifications had no effect on reported net income/loss, total assets, total liabilities, total stockholders’ equity, or net cash flows as previously reported. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers, which is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 may be applied using either a full retrospective or a modified retrospective approach and is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is not permitted. In July 2015, the FASB voted to defer the effective date to January 1, 2018 with early adoption beginning January 1, 2017. We are in the process of evaluating this guidance and our method of adoption. In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which changes the consolidation analysis for both the variable interest model and for the voting model for limited partnerships and similar entities. ASU 2015-02 is effective for annual and interim periods beginning after December 15, 2015 and early application is permitted. ASU 2015-02 provides for one of two methods of transition: retrospective application to each prior period presented; or recognition of the cumulative effect of retrospective application of the new standard in the period of initial application. We are in the process of evaluating this guidance and our method of adoption. In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. ASU 2015-03 is effective for annual and interim periods beginning after December 15, 2015 and early application is permitted. We early adopted this guidance in the first quarter of 2015. We utilized retrospective application of the new standard and reclassified prior period balances of prepaid debt fees to debt discount. In April 2015, the FASB issued ASU 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement, which provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The new guidance does not change the accounting for a customer’s accounting for service contracts. ASU 2015-05 is effective for annual and interim reporting periods beginning after December 15, 2015. We are in the process of evaluating this guidance and our method of adoption. Management has assessed the potential impact of other recently issued, but not yet effective, accounting standards and determined that the provisions are either not applicable to our company, or are not anticipated to have a material impact on our consolidated financial statements. |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2015 | |
Variable Interest Entities [Abstract] | |
Variable Interest Entities | Variable Interest Entities RL Venture In January 2015, we transferred 12 of our wholly-owned hotels into RL Venture, a newly created entity that was initially wholly-owned by us. Subsequently, we sold a 45% ownership stake in RL Venture to Shelbourne Falcon RLHC Hotel Investors LLC ("Shelbourne Falcon"), an entity that is led by Shelbourne Capital LLC ("Shelbourne"). We maintain a 55% interest in RL Venture and the 12 hotels are managed by RL Management, one of our wholly-owned subsidiaries, subject to a management agreement. RL Venture is considered a variable interest entity because our voting rights are not proportional to our financial interest and substantially all of RL Venture's activities involve and are conducted on our behalf. We have determined that we are the primary beneficiary as (a) we maintain a majority financial position, (b) we maintain management of the properties, and (c) the properties remain branded with RLHC Brands. As a result, we consolidate all of the activities of RL Venture. The equity interest owned by Shelbourne Falcon is reflected as noncontrolling interest in the consolidated financial statements. We recognized an $12.3 million loss on the sale of the equity interests as a reduction to additional paid in capital. Cash distributions are made periodically based on calculated distributable income. There were no cash distributions made during the three or six months ended June 30, 2015 . RL Venture is considered a significant subsidiary; therefore the following condensed financial statements are presented to satisfy disclosure requirements of Rule 3-05 of Regulation S-X. The liabilities of RL Venture, other than its long-term debt, are non-recourse to our general credit and assets. The long-term debt is non-recourse as to RL Venture, but several investors in RL Venture, including us, are guarantors regarding completion of certain improvements to the hotels, environmental covenants in the loan agreement, losses incurred by the lender and any event of bankruptcy involving RL Venture or any of its subsidiaries. Condensed Balance Sheet June 30, 2015 Assets: Cash and restricted cash $ 11,714 Accounts receivable, net 2,612 Inventories 464 Prepaid expenses and other assets 496 Property and equipment, net 109,214 Total assets $ 124,500 Liabilities: Accounts payable $ 2,488 Accrued payroll and related benefits 1,209 Other accrued expenses 1,769 Long-term debt 53,528 Total liabilities 58,994 Shareholders' equity 65,506 Total liabilities and stockholders' equity $ 124,500 Condensed Statement of Income (Loss) Three months ended Six months ended June 30, 2015 June 30, 2015 Hotel revenue $ 20,200 $ 33,752 Hotel operating expenses 13,240 23,072 Depreciation and amortization 1,995 3,661 General and administrative expenses 1,804 3,189 Other expenses 27 41 Operating income (loss) 3,134 3,789 Interest expense 879 1,600 Net income (loss) $ 2,255 $ 2,189 RLS Balt Venture In April 2015, we sold a 21% member interest in our wholly-owned RLS Balt Venture to Shelbourne Falcon Charm City Investors LLC ("Shelbourne Falcon II"), an entity led by Shelbourne. Shelbourne Falcon II has an option exercisable until December 31, 2015 to purchase an additional 24% member interest for $2.3 million . RL Baltimore, LLC ("RL Baltimore"), which is wholly-owned by RLS Balt Venture, owns the Hotel RL Baltimore Inner Harbor, which is manage by RL Management. RLS Balt Venture is considered a variable interest entity because our voting rights are not proportional to our financial interest and substantially all of RLS Balt Venture's activities involve and are conducted on our behalf. We have determined that we are the primary beneficiary as (a) we maintain a majority financial position, (b) we maintain management of the property, and (c) the property remains branded with a RLHC Brand. As a result, we consolidate all of the activities of RLS Balt Venture. The equity interest owned by Shelbourne Falcon II is reflected as a noncontrolling interest in the consolidated financial statements. Cash distributions are made periodically based on calculated distributable income. There were no cash distributions made during the three or six months ended June 30, 2015 . |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment is summarized as follows (in thousands): June 30, December 31, Buildings and equipment $ 182,873 $ 182,273 Landscaping and land improvements 6,973 6,943 Furniture and fixtures 31,978 31,910 221,824 221,126 Less accumulated depreciation (123,295 ) (117,968 ) 98,529 103,158 Land 38,891 39,087 Construction in progress 24,581 18,165 Property and equipment, net $ 162,001 $ 160,410 The table above excludes the property and equipment balances of assets held for sale. See Note 6 for further discussion. |
Assets Held for Sale
Assets Held for Sale | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Assets Held for Sale | Assets Held for Sale As of June 30, 2015 , there were no properties classified as assets held for sale. The properties classified as assets held for sale on December 31, 2014 were the Red Lion Hotel Bellevue in Bellevue, Washington ("Bellevue property") and the Red Lion Hotel Wenatchee in Wenatchee, Washington ("Wenatchee property"), both of which were sold during the first quarter of 2015 as follows: • In January 2015, we sold the Wenatchee property for $4.1 million and concurrently entered into a franchise agreement with the new owner. We recognized a gain of $0.2 million on the sale. • In February 2015, we sold the Bellevue property for $35.4 million and concurrently entered into a management agreement with the new owner. We recognized a gain of $16.2 million on the sale. The property and equipment of these properties that are classified as assets held for sale on the December 31, 2014 consolidated balance sheet are detailed in the table below (in thousands): December 31, Buildings and equipment $ 16,339 Landscaping and land improvements 345 Furniture and fixtures 1,948 18,632 Less accumulated depreciation and amortization (8,537 ) 10,095 Land 11,066 Construction in progress 12 Assets held for sale $ 21,173 |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations There were no discontinued operations for the three or six months ended June 30, 2015 . Discontinued operations for the three and six months ended June 30, 2014 , includes the Red Lion Hotel Eugene in Eugene, Oregon ("Eugene property") for which we ceased operation when we assigned our lease to a third party. Accordingly, all operations of this property have been classified as discontinued operations since the fourth quarter of 2013. The following table summarizes the results of discontinued operations for the periods indicated (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Revenues $ — $ — $ — $ 133 Operating expenses — (1 ) — (290 ) Hotel facility and land lease — — — (30 ) Loss from operations of discontinued business units — (1 ) — (187 ) Loss on disposal and impairment of the assets of the discontinued business units — — — (2 ) Loss from discontinued operations $ — $ (1 ) $ — $ (189 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the estimated fair value of the net assets acquired during business combinations over the net tangible and identifiable intangible assets acquired. Goodwill was recorded in prior years in connection with the acquisitions of franchises and entertainment businesses. The Red Lion and GuestHouse International brand names are identifiable, indefinite-lived intangible assets that represents the separable legal right to a trade name and associated trademarks. We acquired the Red Lion brand name in a business combination we entered into in 2001. We purchased the GuestHouse International and Settle Inn & Suites brand names from GuestHouse International LLC in April 2015 and have allocated a preliminary purchase price of $5.9 million . In the table below, the customer contracts represent the franchise license agreements acquired with the GuestHouse International brand. We have allocated a preliminary purchase price of $4.4 million . Franchise license agreements are amortized over 10 years which represents the period of expected cash flows, using an accelerated amortization method that matches the economic benefit of the agreements. We estimated the fair value of our customer contracts and brand names purchased from GuestHouse International using expected future payments discounted at risk-adjusted rates, both of which are Level 3 inputs. We assess goodwill and the other intangible assets for potential impairments annually as of October 1, or during the year if an event or other circumstance indicates that we may not be able to recover the carrying amount of the assets. We did not impair any goodwill or intangible assets during the six months ended June 30, 2015 or 2014 . The following table summarizes the balances of goodwill and other intangible assets (in thousands): June 30, 2015 December 31, 2014 Goodwill $ 8,512 $ 8,512 Intangible assets Brand names $ 12,814 $ 6,878 Customer contracts 4,262 — Trademarks 134 134 Total intangible assets $ 17,210 $ 7,012 Goodwill and other intangible assets attributable to each of our business segments were as follows (in thousands): June 30, 2015 December 31, 2014 Other Other Goodwill Intangibles Goodwill Intangibles Company operated hotels $ — $ 4,659 $ — $ 4,659 Franchised hotels 5,351 12,545 5,351 2,347 Entertainment 3,161 6 3,161 6 Total $ 8,512 $ 17,210 $ 8,512 $ 7,012 The following table summarizes the balances of amortized customer contracts (in thousands): June 30, 2015 December 31, 2014 Historical cost $ 4,420 $ — Accumulated amortization (158 ) — Net carrying amount $ 4,262 $ — As of June 30, 2015 , estimated future amortization expenses related to intangible assets is as follows (in thousands): Year Ending December 31, Amount 2015 $ 472 2016 846 2017 719 2018 606 2019 523 Thereafter 1,096 Total $ 4,262 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt The current and non-current portions of long-term debt and capital lease obligations as of June 30, 2015 and December 31, 2014 are as follows: June 30, 2015 December 31, 2014 Current Non-Current Current Non-Current RL Venture $ — $ 53,528 $ — $ — RL Baltimore — 11,129 — — Wells Fargo — — — 29,873 Debentures due Red Lion Hotels Capital Trust — 30,825 — 30,825 Total $ — $ 95,482 $ — $ 60,698 RL Venture In January 2015, RL Venture Holding LLC, a wholly-owned subsidiary of RL Venture, and each of its 12 wholly-owned subsidiaries entered into a loan agreement with Pacific Western Bank. The original principal amount of the loan was $53.8 million with an additional $26.2 million to be drawn over a two -year period to cover improvements related to the 12 hotels. We drew $1.9 million in the six months ended June 30, 2015 . At June 30, 2015 , there were unamortized debt issuance fees of $2.1 million . The loan matures in January 2019 and has a one -year extension option. Interest under the advanced portions of the loan is payable monthly at LIBOR plus 4.75% . Fixed monthly principal payments begin in January 2017 in an amount that would repay the outstanding principal balance over a twenty-five year amortization period. The loan requires us to comply with customary reporting and operating covenants applicable to RL Venture, including requirements relating to debt service loan coverage ratios. It also includes customary events of default. We were in compliance with these covenants at June 30, 2015 . RL Baltimore In April 2015, RL Baltimore obtained a new mortgage loan from PFP Holding Company IV LLC, an affiliate of Prime Finance, secured by the Hotel RL Baltimore Inner Harbor. The initial principal amount of the loan was $10.1 million , and the lender has agreed to advance an additional $3.2 million to cover expenses related to improvements to the hotel. We drew $1.7 million in the six months ended June 30, 2015 . At June 30, 2015 , there were unamortized debt issuance fees of $0.7 million . The loan matures in May 2018 and has two one -year extension options. Interest under the advanced portions of the loan is payable monthly at LIBOR plus 6.25% . No principal payments are required during the initial term of the loan. Principal payments of $16,000 per month are required beginning in May 2018 if the extension option is exercised. The loan agreement includes customary requirements for lender approval of annual operating and capital budgets, under certain conditions. It also includes customary events of default. RLHC guaranteed the loan and agreed to customary reporting and operating covenants. We were in compliance with these covenants at June 30, 2015 . Wells Fargo In January 2015, in connection with the RL Venture transaction, we repaid the outstanding balance of our Wells Fargo term loan. We recognized a $1.2 million "Loss on early retirement of debt" on the Consolidated Statement of Comprehensive Income (Loss) related to termination fees and write-off of the previously recorded prepaid debt fees and unamortized debt discount balances. In January 2015, in connection with the sale of the Bellevue property, we terminated the $10 million revolving credit facility associated with the term loan. There was no impact on our financial statements. Debentures due Red Lion Hotels Capital Trust Together with the Trust, we completed a public offering of $46.0 million of trust preferred securities in 2004. The securities are listed on the New York Stock Exchange and entitle holders to cumulative cash distributions at a 9.5% annual rate with maturity in February 2044. The cost of the offering totaled $2.3 million , which the Trust paid through an advance by us. The advance to the Trust is included with other noncurrent assets on our consolidated balance sheets. We simultaneously borrowed all of the proceeds from the offering, including our original 3% trust common investment of $1.4 million , and issued 9.5% debentures to the Trust that are included as a long-term liability on our consolidated balance sheets. The debentures mature in 2044 and their payment terms mirror the distribution terms of the trust securities. The debenture agreement required the mandatory repayment of 35% of the then-outstanding debenture at a 5% premium if we completed an offering of common shares with gross proceeds of at least $50 million . In accordance therewith and in connection with a common stock offering in May 2006, we repaid approximately $16.6 million of the debentures. As required by the terms of the trust securities, the Trust then redeemed 35% of the outstanding trust preferred securities and trust common securities at a price of $26.25 per share, a 5% premium over their issuance price. Of the $16.6 million , approximately $0.5 million was received back by us for our trust common securities and was reflected as a reduction of our investment in the Trust. At June 30, 2015 and December 31, 2014 , debentures due the Trust totaled $30.8 million . |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments We do not enter into derivative transactions for trading purposes, but rather to hedge our exposure to interest rate fluctuations. We manage our floating rate debt using interest rate caps in order to reduce our exposure to the impact of changing interest rates and future cash outflows for interest. RL Venture As required under our RL Venture loan, we entered into an interest rate cap with Commonwealth Bank of Australia to cap our interest rate exposure. The cap had an original notional amount of $80.0 million and a fixed rate of 5.0% . The cap expires in January 2018. We estimate the fair value of this interest rate cap using standard calculations that use as their basis readily available observable market parameters. This option-pricing technique utilizes a one-month LIBOR forward yield curve, obtained from an independent external service. At June 30, 2015 , the valuation of the interest rate cap resulted in the recognition of an asset totaling $21 thousand , which is included in "Other assets, net" on the Consolidated Balance Sheet. RLS Balt Venture As required under our RLS Balt Venture loan, we entered into an interest rate cap with Commonwealth Bank of Australia to cap our interest rate exposure. The cap had an original notional amount of $13.3 million and a fixed rate of 3.0% . The cap expires in May 2018. We estimate the fair value of this interest rate cap using standard calculations that use as their basis readily available observable market parameters. This option-pricing technique utilizes a one-month LIBOR forward yield curve, obtained from an independent external service. At June 30, 2015 , the valuation of the interest rate cap resulted in the recognition of an asset totaling $22 thousand , which is included in "Other assets, net" on the Consolidated Balance Sheet. Wells Fargo In January 2015, in connection with the early retirement of the Wells Fargo credit facility, we settled and terminated the associated interest rate swap with Wells Fargo. The outstanding notional amount at the time of the termination was approximately $16.2 million . Of the $1.2 million "Loss on early retirement of debt" on the Consolidated Statement of Comprehensive Income (Loss) resulting from the termination of the credit facility and the swap, $0.4 million was attributable to termination of the swap. See Note 9 for additional information. |
Business Segments
Business Segments | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments As of June 30, 2015 , we had three reporting segments: company operated hotels, franchised hotels and entertainment. The “other” segment consists of miscellaneous revenues and expenses, cash and cash equivalents, certain receivables and certain property and equipment which are not specifically associated with an operating segment. Management reviews and evaluates the operating segments exclusive of interest expense and income taxes; therefore, those two items have not been allocated to the segments. All balances have been presented after the elimination of inter-segment and intra-segment revenues and expenses. Selected financial information is provided below (in thousands): Three months ended June 30, 2015 Company Operated Hotels Franchised Hotels Entertainment Other Total Revenue $ 31,312 $ 3,229 $ 2,060 $ 12 $ 36,613 Segment operating expenses $ 23,182 $ 3,031 $ 2,249 $ 9 $ 28,471 Depreciation and amortization 2,773 168 62 141 3,144 Other expenses 1,506 — — 2,800 4,306 Operating income (loss) 3,851 30 (251 ) (2,938 ) 692 Interest expense (1,006 ) — — (732 ) (1,738 ) Other income (25 ) 8 — 52 35 Income tax expense — — — 25 25 Net Income (loss) 2,820 38 (251 ) (3,593 ) (986 ) Less net (income) loss attributable to noncontrolling interest (936 ) — — — (936 ) Net income (loss) attributable to RLHC $ 1,884 $ 38 $ (251 ) $ (3,593 ) $ (1,922 ) Capital expenditures $ 4,848 $ 8 $ — $ 814 $ 5,670 Identifiable assets as of June 30, 2015 $ 258,485 $ 21,213 $ 5,857 $ 9,494 $ 295,049 Three months ended June 30, 2014 Company Operated Hotels Franchise Hotels Entertainment Other Total Revenue $ 31,399 $ 4,453 $ 5,538 $ 18 $ 41,408 Segment operating expenses $ 25,236 $ 2,056 $ 4,797 $ 51 $ 32,140 Depreciation and amortization 2,823 13 83 263 3,182 Other expenses (2,233 ) — — 2,066 (167 ) Operating income (loss) 5,573 2,384 658 (2,362 ) 6,253 Interest expense — — — (1,178 ) (1,178 ) Other income — 1 17 46 64 Income (loss) from continuing operations 5,573 2,385 675 (3,494 ) 5,139 Discontinued operations (1 ) — — — (1 ) Net income (loss) attributable to RLHC $ 5,572 $ 2,385 $ 675 $ (3,494 ) $ 5,138 Capital expenditures $ 1,858 $ 7 $ 23 $ 355 $ 2,243 Identifiable assets as of December 31, 2014 $ 190,332 $ 9,807 $ 6,161 $ 16,727 $ 223,027 Six months ended June 30, 2015 Company Operated Hotels Franchised Hotels Entertainment Other Total Revenue $ 55,247 $ 5,322 $ 5,736 $ 23 $ 66,328 Segment operating expenses $ 44,266 $ 5,407 $ 5,375 $ 17 $ 55,065 Depreciation and amortization 5,534 179 136 270 6,119 Other expenses (13,384 ) — — 5,202 (8,182 ) Operating income (loss) 18,831 (264 ) 225 (5,466 ) 13,326 Interest expense (1,726 ) — — (1,514 ) (3,240 ) Loss on early retirement of debt — — — (1,159 ) (1,159 ) Other income (25 ) 10 47 274 306 Income tax expense — — — (87 ) (87 ) Net Income (loss) 17,080 (254 ) 272 (7,952 ) 9,146 Less net (income) loss attributable to noncontrolling interest (906 ) — — — (906 ) Net income (loss) attributable to RLHC $ 16,174 $ (254 ) $ 272 $ (7,952 ) $ 8,240 Capital expenditures $ 6,577 $ 8 $ 88 $ 1,109 $ 7,782 Identifiable assets as of June 30, 2015 $ 258,485 $ 21,213 $ 5,857 $ 9,494 $ 295,049 Six months ended June 30, 2014 Company Operated Hotels Franchise Hotels Entertainment Other Total Revenue $ 57,323 $ 5,978 $ 10,644 $ 51 $ 73,996 Segment operating expenses $ 48,050 $ 3,498 $ 8,854 $ 165 $ 60,567 Depreciation and amortization 5,692 25 167 441 6,325 Other expenses (1,154 ) 4,180 3,026 Operating income (loss) 4,735 2,455 1,623 (4,735 ) 4,078 Interest expense — — — (2,396 ) (2,396 ) Other income — 1 17 140 158 Income tax (expense) benefit — — — (31 ) (31 ) Income (loss) from continuing operations 4,735 2,456 1,640 (7,022 ) 1,809 Discontinued operations (1 ) — — (188 ) (189 ) Net income (loss) attributable to RLHC $ 4,734 $ 2,456 $ 1,640 $ (7,210 ) $ 1,620 Capital expenditures $ 5,180 $ 17 $ 162 $ (12 ) $ 5,347 Identifiable assets as of December 31, 2014 $ 190,332 $ 9,807 $ 6,161 $ 16,727 $ 223,027 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The following table presents a reconciliation of the numerators and denominators used in the basic and diluted net income (loss) per share computations for the three and six months ended June 30, 2015 and 2014 (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Numerator - basic and diluted: Net income (loss) from continuing operations $ (986 ) $ 5,139 $ 9,146 $ 1,809 Less: net (income) loss attributable to noncontrolling interest (936 ) — (906 ) — Income (loss) from continuing operations attributable to Red Lion Hotels Corporation (1,922 ) 5,139 8,240 1,809 Income (loss) from discontinued operations — (1 ) — (189 ) Net income (loss) attributable to Red Lion Hotels Corporation $ (1,922 ) $ 5,138 $ 8,240 $ 1,620 Denominator: Weighted average shares - basic 19,955 19,755 19,926 19,736 Weighted average shares - diluted 19,955 19,783 20,116 19,771 Earnings (loss) per share - basic Income (loss) from continuing operations attributable to Red Lion Hotels Corporation $ (0.10 ) $ 0.26 $ 0.41 $ 0.09 Income (loss) from discontinued operations — 0.00 — (0.01 ) Net income (loss) attributable to Red Lion Hotels Corporation $ (0.10 ) $ 0.26 $ 0.41 $ 0.08 Earnings (loss) per share - diluted Income (loss) from continuing operations attributable to Red Lion Hotels Corporation $ (0.10 ) $ 0.26 $ 0.41 $ 0.09 Income (loss) from discontinued operations — 0.00 — (0.01 ) Net income (loss) attributable to Red Lion Hotels Corporation $ (0.10 ) $ 0.26 $ 0.41 $ 0.08 For the three months ended June 30, 2015 , all of the 75,176 options to purchase common shares, all of the 1,270,848 restricted stock units outstanding, and all of the warrants to purchase 442,533 common shares were not included in the diluted per share calculation as they were antidilutive. For the three months ended June 30, 2014 , 103,205 of the 104,352 options to purchase common shares and 256,476 of the 283,677 restricted stock units outstanding were not included in the diluted per share calculation as they were antidilutive. For the six months ended June 30, 2015 , all of the 75,176 options to purchase common shares, 1,080,136 of the 1,270,848 restricted stock units outstanding, and all of the warrants to purchase 442,533 common shares were not included in the diluted per share calculation as they were antidilutive. For the six months ended June 30, 2014 , 103,183 of the 104,352 options to purchase common shares and 249,700 of the 283,677 restricted stock units outstanding were not included in the diluted per share calculation as they were antidilutive. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the six months ended June 30, 2015 and 2014 , we reported an income tax expense of $87,000 and $31,000 , respectively. There was an income tax benefit of $25,000 for three months ended June 30, 2015 and no income tax benefit or provision for three months ended June 30, 2014. The income tax provision varies from the statutory rate primarily due to a full valuation allowance against our deferred assets. We have federal operating loss carryforwards,which will expire beginning in 2033, state operating loss carryforwards, which will expire beginning in 2017, and tax credit carryforwards, which will begin to expire in 2024. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stockholders' Equity | Stockholders' Equity Stock Incentive Plans The 2006 Stock Incentive Plan authorizes the grant or issuance of various option and other awards including restricted stock units and other stock-based compensation. The plan was approved by our shareholders and allowed awards of 2.0 million shares, subject to adjustments for stock splits, stock dividends and similar events. As of June 30, 2015 , there were 12,727 shares of common stock available for issuance pursuant to future stock option grants or other awards under the 2006 plan. The 2015 Stock Incentive Plan authorizes the grant or issuance of various option and other awards including restricted stock units and other stock-based compensation. The plan was approved by our shareholders and allows awards of 1.4 million shares, subject to adjustments for stock splits, stock dividends and similar events. As of June 30, 2015 , there were 854,352 shares of common stock available for issuance pursuant to future stock option grants or other awards under the 2015 plan. Stock Options In the six months ended June 30, 2015 and 2014 we recognized no compensation expense related to options. A summary of stock option activity for the six months ended June 30, 2015 , is as follows: Number of Shares Weighted Average Exercise Price Balance, December 31, 2014 75,176 $ 10.27 Options granted — $ — Options exercised — $ — Options forfeited — $ — Balance, June 30, 2015 75,176 $ 10.27 Exercisable, June 30, 2015 75,176 $ 10.27 Additional information regarding stock options outstanding and exercisable as of June 30, 2015 , is as follows: 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) $7.46 3,500 0.36 2015 $ 7.46 $ 700 3,500 $ 7.46 $ 700 $8.74 40,836 2.89 2018 8.74 — 40,836 8.74 — $12.21 15,195 1.39 2016 12.21 — 15,195 12.21 — $13.00 15,645 1.88 2017 13.00 — 15,645 13.00 — 75,176 2.26 2015-2018 $ 10.27 $ 700 75,176 $ 10.27 $ 700 __________ (1) The aggregate intrinsic value is before applicable income taxes and represents the amount option recipients would have received if all options had been fully vested and exercised on the last trading day of the first six months of 2015 , or June 30, 2015 , based upon our closing stock price on that date of $7.66 . Restricted Stock Units, Shares Issued as Compensation As of June 30, 2015 and 2014 , there were 1,270,848 and 283,677 unvested restricted stock units outstanding. Since we began issuing restricted stock units, approximately 22.0% of total units granted have been forfeited. In the second quarter of 2015 , we recognized approximately $0.3 million in compensation expense related to restricted stock units compared to $0.2 million in the comparable period in 2014 . As the restricted stock units vest, we expect to recognize approximately $6.6 million in additional compensation expense over a weighted average period of 43 months, including $1.0 million during the remainder of 2015 . A summary of restricted stock unit activity for the six months ended June 30, 2015 , is as follows: Number of Shares Weighted Average Grant Date Fair Value Balance, December 31, 2014 398,513 $ 7.32 Granted 982,383 $ 7.17 Vested (93,485 ) $ 5.34 Forfeited (16,563 ) $ 5.67 Balance, June 30, 2015 1,270,848 $ 6.89 Employee Stock Purchase Plan In January 2008, we adopted the 2008 employee stock purchase plan (the “2008 ESPP”) upon the expiration of its predecessor plan. Under the 2008 ESPP, a total of 300,000 shares of common stock are authorized for purchase by eligible employees at a discount through payroll deductions. No employee may purchase more than $25,000 worth of shares in any calendar year, or more than 10,000 shares during any six-month purchase period under the plan. As allowed under the 2008 ESPP, a participant may elect to withdraw from the plan, effective for the purchase period in progress at the time of the election with all accumulated payroll deductions returned to the participant at the time of withdrawal. During the six months ended June 30, 2015 and 2014, 10,614 and 7,405 shares were issued to participants under the terms of the plan, respectively. Warrants In January 2015, in connection with Shelbourne Falcon’s purchase of equity interests in RL Venture, we issued Shelbourne a warrant to purchase 442,533 shares of common stock. The warrant has a five year term from the date of issuance and a per share exercise price of $6.78 . The warrant is classified as equity due to share settlement upon exercise. Accordingly, the estimated fair value of the warrant was recorded in additional paid in capital upon issuance and we do not recognize subsequent changes in fair value in our financial statements. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Applicable accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). We measure our assets and liabilities using inputs from the following three levels of the fair value hierarchy: 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. Estimated fair values of financial instruments (in thousands) are shown in the table below. The carrying amounts for cash and cash equivalents, accounts receivable and current liabilities are reasonable estimates of their fair values. We estimate the fair value of our notes receivable using expected future payments discounted at risk-adjusted rates, both of which are Level 3 inputs. We estimate the fair value of our long-term debt using expected future payments discounted at risk-adjusted rates, both of which are Level 3 inputs. The debentures are valued at the closing price on June 30, 2015 , of the underlying trust preferred securities on the New York Stock Exchange, which was a directly observable Level 1 input. The fair values provided below are not necessarily indicative of the amounts we or the debt holders could realize in a current market exchange. In addition, potential income tax ramifications related to the realization of gains and losses that would be incurred in an actual sale or settlement have not been taken into consideration. June 30, 2015 December 31, 2014 Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Cash and cash equivalents and restricted cash (1) $ 88,838 $ 88,838 $ 5,351 $ 5,351 Accounts receivable (1) $ 7,931 $ 7,931 $ 6,752 $ 6,752 Notes receivable $ 1,925 $ 1,925 $ 5,284 $ 5,284 Financial liabilities: Current liabilities, excluding debt (1) $ 23,777 $ 23,777 $ 18,469 $ 18,469 Total debt, excluding debentures $ 64,657 $ 71,358 $ 29,873 $ 30,683 Debentures $ 30,825 $ 31,992 $ 30,825 $ 31,639 __________ (1) Includes the cash, accounts receivable, and current liabilities of discontinued operations held for sale as of December 31, 2014. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies At any given time we are subject to claims and actions incidental to the operations of our business. Based on information currently available, we do not expect that any sums we may receive or have to pay in connection with any legal proceeding would have a materially adverse effect on our consolidated financial position or net cash flow. Due to our equity method investment in a 19.9% owned real estate venture, we are considered a guarantor of the mortgage for the building associated with that investment. We would be obligated to pay a portion of this mortgage in the event the real estate venture were unable to meet its principal or interest payment obligations. As of June 30, 2015 , the maximum amount payable under this guarantee was approximately $1.9 million , which represents 19.9% of the outstanding mortgage balance. At each reporting date, it was not probable that we would be required to pay any of this amount; thus we have not accrued a liability for any portion of this obligation in our June 30, 2015 or December 31, 2014 financial statements. Our lease for the Red Lion Hotel Vancouver (at the Quay) requires us to pay a fee of $3.0 million on December 31, 2015 or any earlier termination of the lease. This payment is subject to a letter of credit that is secured by a certificate of deposit, which is included in "Restricted cash" on the Consolidated Balance Sheet. |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions RL Venture has agreed to pay to Shelbourne Falcon an investor relations fee each month equal to 0.50% of its total aggregate revenue. Columbia Pacific Opportunity Fund, LP, one of our company's largest shareholders, is an investor in Shelbourne Falcon. During the three and six months ended June 30, 2015, RL Venture paid $83,400 and $96,900 , respectively, to Shelbourne Falcon. RL Venture has also agreed to pay CPA Development, LLC, an affiliate of Columbia Pacific Opportunity Fund, LP, a construction management fee of $200,000 . During the three and six months ended June 30, 2015 , RL Venture paid $22,200 and $55,500 , respectively, of this fee. In May 2015, we entered into a management agreement with the LLC that owns Red Lion Hotel Woodlake Conference Center Sacramento. A member of our board of directors is a 50% owner of the entity that serves as the manager of that LLC. During the three and six months ended June 30, 2015 we recognized management fee revenue of $15,000 . |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The unaudited consolidated financial statements included herein have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Certain information and footnote disclosures normally included in financial statements have been condensed or omitted as permitted by such rules and regulations. The consolidated balance sheet as of December 31, 2014 has been compiled from the audited balance sheet as of such date. We believe the disclosures included herein are adequate; however, they should be read in conjunction with the consolidated financial statements and the notes thereto for the year ended December 31, 2014 , previously filed with the SEC on Form 10-K. In the opinion of management, these unaudited consolidated financial statements contain all of the adjustments of a normal and recurring nature necessary to present fairly our consolidated financial position at June 30, 2015 , the consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2015 and 2014 , and the consolidated cash flows for the six months ended June 30, 2015 and 2014 . The comprehensive income (loss) for the periods presented may not be indicative of that which may be expected for a full year. Management makes estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts of revenues and expenses during the reporting period and the disclosures of contingent liabilities. Actual results could materially differ from those estimates and interim results may not be indicative of fiscal year performance because of seasonal and short-term variations. |
Changes to Significant Accounting Policies | Changes to Significant Accounting Policies 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. |
Reclassifications | Reclassifications Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. Except as otherwise described, these reclassifications had no effect on reported net income/loss, total assets, total liabilities, total stockholders’ equity, or net cash flows as previously reported. |
Recent Accounting Pronouncements | In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers, which is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 may be applied using either a full retrospective or a modified retrospective approach and is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is not permitted. In July 2015, the FASB voted to defer the effective date to January 1, 2018 with early adoption beginning January 1, 2017. We are in the process of evaluating this guidance and our method of adoption. In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which changes the consolidation analysis for both the variable interest model and for the voting model for limited partnerships and similar entities. ASU 2015-02 is effective for annual and interim periods beginning after December 15, 2015 and early application is permitted. ASU 2015-02 provides for one of two methods of transition: retrospective application to each prior period presented; or recognition of the cumulative effect of retrospective application of the new standard in the period of initial application. We are in the process of evaluating this guidance and our method of adoption. In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. ASU 2015-03 is effective for annual and interim periods beginning after December 15, 2015 and early application is permitted. We early adopted this guidance in the first quarter of 2015. We utilized retrospective application of the new standard and reclassified prior period balances of prepaid debt fees to debt discount. In April 2015, the FASB issued ASU 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement, which provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The new guidance does not change the accounting for a customer’s accounting for service contracts. ASU 2015-05 is effective for annual and interim reporting periods beginning after December 15, 2015. We are in the process of evaluating this guidance and our method of adoption. Management has assessed the potential impact of other recently issued, but not yet effective, accounting standards and determined that the provisions are either not applicable to our company, or are not anticipated to have a material impact on our consolidated financial statements. |
Organization (Tables)
Organization (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of summary of properties | A summary of our properties as of June 30, 2015 is provided below: Hotels Total Available Rooms Company operated hotels Majority owned and consolidated 12 2,530 Leased 5 1,027 Managed 2 487 Franchised hotels 109 10,359 Leo Hotel Collection 1 300 Total systemwide 129 14,703 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Variable Interest Entities [Abstract] | |
Schedule of Condensed Financial Statements | RL Venture is considered a significant subsidiary; therefore the following condensed financial statements are presented to satisfy disclosure requirements of Rule 3-05 of Regulation S-X. The liabilities of RL Venture, other than its long-term debt, are non-recourse to our general credit and assets. The long-term debt is non-recourse as to RL Venture, but several investors in RL Venture, including us, are guarantors regarding completion of certain improvements to the hotels, environmental covenants in the loan agreement, losses incurred by the lender and any event of bankruptcy involving RL Venture or any of its subsidiaries. Condensed Balance Sheet June 30, 2015 Assets: Cash and restricted cash $ 11,714 Accounts receivable, net 2,612 Inventories 464 Prepaid expenses and other assets 496 Property and equipment, net 109,214 Total assets $ 124,500 Liabilities: Accounts payable $ 2,488 Accrued payroll and related benefits 1,209 Other accrued expenses 1,769 Long-term debt 53,528 Total liabilities 58,994 Shareholders' equity 65,506 Total liabilities and stockholders' equity $ 124,500 Condensed Statement of Income (Loss) Three months ended Six months ended June 30, 2015 June 30, 2015 Hotel revenue $ 20,200 $ 33,752 Hotel operating expenses 13,240 23,072 Depreciation and amortization 1,995 3,661 General and administrative expenses 1,804 3,189 Other expenses 27 41 Operating income (loss) 3,134 3,789 Interest expense 879 1,600 Net income (loss) $ 2,255 $ 2,189 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment is summarized as follows (in thousands): June 30, December 31, Buildings and equipment $ 182,873 $ 182,273 Landscaping and land improvements 6,973 6,943 Furniture and fixtures 31,978 31,910 221,824 221,126 Less accumulated depreciation (123,295 ) (117,968 ) 98,529 103,158 Land 38,891 39,087 Construction in progress 24,581 18,165 Property and equipment, net $ 162,001 $ 160,410 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Assets Held for Sale | The property and equipment of these properties that are classified as assets held for sale on the December 31, 2014 consolidated balance sheet are detailed in the table below (in thousands): December 31, Buildings and equipment $ 16,339 Landscaping and land improvements 345 Furniture and fixtures 1,948 18,632 Less accumulated depreciation and amortization (8,537 ) 10,095 Land 11,066 Construction in progress 12 Assets held for sale $ 21,173 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations, Balance Sheet and Income Statement | The following table summarizes the results of discontinued operations for the periods indicated (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Revenues $ — $ — $ — $ 133 Operating expenses — (1 ) — (290 ) Hotel facility and land lease — — — (30 ) Loss from operations of discontinued business units — (1 ) — (187 ) Loss on disposal and impairment of the assets of the discontinued business units — — — (2 ) Loss from discontinued operations $ — $ (1 ) $ — $ (189 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Other Intangibles | The following table summarizes the balances of goodwill and other intangible assets (in thousands): June 30, 2015 December 31, 2014 Goodwill $ 8,512 $ 8,512 Intangible assets Brand names $ 12,814 $ 6,878 Customer contracts 4,262 — Trademarks 134 134 Total intangible assets $ 17,210 $ 7,012 Goodwill and other intangible assets attributable to each of our business segments were as follows (in thousands): June 30, 2015 December 31, 2014 Other Other Goodwill Intangibles Goodwill Intangibles Company operated hotels $ — $ 4,659 $ — $ 4,659 Franchised hotels 5,351 12,545 5,351 2,347 Entertainment 3,161 6 3,161 6 Total $ 8,512 $ 17,210 $ 8,512 $ 7,012 |
Schedule of Intangible Assets | The following table summarizes the balances of amortized customer contracts (in thousands): June 30, 2015 December 31, 2014 Historical cost $ 4,420 $ — Accumulated amortization (158 ) — Net carrying amount $ 4,262 $ — |
Schedule of Estimated Future Amortization Expenses | As of June 30, 2015 , estimated future amortization expenses related to intangible assets is as follows (in thousands): Year Ending December 31, Amount 2015 $ 472 2016 846 2017 719 2018 606 2019 523 Thereafter 1,096 Total $ 4,262 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of current and non-current portions of long-term debt and capital lease obligations | The current and non-current portions of long-term debt and capital lease obligations as of June 30, 2015 and December 31, 2014 are as follows: June 30, 2015 December 31, 2014 Current Non-Current Current Non-Current RL Venture $ — $ 53,528 $ — $ — RL Baltimore — 11,129 — — Wells Fargo — — — 29,873 Debentures due Red Lion Hotels Capital Trust — 30,825 — 30,825 Total $ — $ 95,482 $ — $ 60,698 |
Business Segments (Tables)
Business Segments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Selected financial information is provided below (in thousands): Three months ended June 30, 2015 Company Operated Hotels Franchised Hotels Entertainment Other Total Revenue $ 31,312 $ 3,229 $ 2,060 $ 12 $ 36,613 Segment operating expenses $ 23,182 $ 3,031 $ 2,249 $ 9 $ 28,471 Depreciation and amortization 2,773 168 62 141 3,144 Other expenses 1,506 — — 2,800 4,306 Operating income (loss) 3,851 30 (251 ) (2,938 ) 692 Interest expense (1,006 ) — — (732 ) (1,738 ) Other income (25 ) 8 — 52 35 Income tax expense — — — 25 25 Net Income (loss) 2,820 38 (251 ) (3,593 ) (986 ) Less net (income) loss attributable to noncontrolling interest (936 ) — — — (936 ) Net income (loss) attributable to RLHC $ 1,884 $ 38 $ (251 ) $ (3,593 ) $ (1,922 ) Capital expenditures $ 4,848 $ 8 $ — $ 814 $ 5,670 Identifiable assets as of June 30, 2015 $ 258,485 $ 21,213 $ 5,857 $ 9,494 $ 295,049 Three months ended June 30, 2014 Company Operated Hotels Franchise Hotels Entertainment Other Total Revenue $ 31,399 $ 4,453 $ 5,538 $ 18 $ 41,408 Segment operating expenses $ 25,236 $ 2,056 $ 4,797 $ 51 $ 32,140 Depreciation and amortization 2,823 13 83 263 3,182 Other expenses (2,233 ) — — 2,066 (167 ) Operating income (loss) 5,573 2,384 658 (2,362 ) 6,253 Interest expense — — — (1,178 ) (1,178 ) Other income — 1 17 46 64 Income (loss) from continuing operations 5,573 2,385 675 (3,494 ) 5,139 Discontinued operations (1 ) — — — (1 ) Net income (loss) attributable to RLHC $ 5,572 $ 2,385 $ 675 $ (3,494 ) $ 5,138 Capital expenditures $ 1,858 $ 7 $ 23 $ 355 $ 2,243 Identifiable assets as of December 31, 2014 $ 190,332 $ 9,807 $ 6,161 $ 16,727 $ 223,027 Six months ended June 30, 2015 Company Operated Hotels Franchised Hotels Entertainment Other Total Revenue $ 55,247 $ 5,322 $ 5,736 $ 23 $ 66,328 Segment operating expenses $ 44,266 $ 5,407 $ 5,375 $ 17 $ 55,065 Depreciation and amortization 5,534 179 136 270 6,119 Other expenses (13,384 ) — — 5,202 (8,182 ) Operating income (loss) 18,831 (264 ) 225 (5,466 ) 13,326 Interest expense (1,726 ) — — (1,514 ) (3,240 ) Loss on early retirement of debt — — — (1,159 ) (1,159 ) Other income (25 ) 10 47 274 306 Income tax expense — — — (87 ) (87 ) Net Income (loss) 17,080 (254 ) 272 (7,952 ) 9,146 Less net (income) loss attributable to noncontrolling interest (906 ) — — — (906 ) Net income (loss) attributable to RLHC $ 16,174 $ (254 ) $ 272 $ (7,952 ) $ 8,240 Capital expenditures $ 6,577 $ 8 $ 88 $ 1,109 $ 7,782 Identifiable assets as of June 30, 2015 $ 258,485 $ 21,213 $ 5,857 $ 9,494 $ 295,049 Six months ended June 30, 2014 Company Operated Hotels Franchise Hotels Entertainment Other Total Revenue $ 57,323 $ 5,978 $ 10,644 $ 51 $ 73,996 Segment operating expenses $ 48,050 $ 3,498 $ 8,854 $ 165 $ 60,567 Depreciation and amortization 5,692 25 167 441 6,325 Other expenses (1,154 ) 4,180 3,026 Operating income (loss) 4,735 2,455 1,623 (4,735 ) 4,078 Interest expense — — — (2,396 ) (2,396 ) Other income — 1 17 140 158 Income tax (expense) benefit — — — (31 ) (31 ) Income (loss) from continuing operations 4,735 2,456 1,640 (7,022 ) 1,809 Discontinued operations (1 ) — — (188 ) (189 ) Net income (loss) attributable to RLHC $ 4,734 $ 2,456 $ 1,640 $ (7,210 ) $ 1,620 Capital expenditures $ 5,180 $ 17 $ 162 $ (12 ) $ 5,347 Identifiable assets as of December 31, 2014 $ 190,332 $ 9,807 $ 6,161 $ 16,727 $ 223,027 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents a reconciliation of the numerators and denominators used in the basic and diluted net income (loss) per share computations for the three and six months ended June 30, 2015 and 2014 (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Numerator - basic and diluted: Net income (loss) from continuing operations $ (986 ) $ 5,139 $ 9,146 $ 1,809 Less: net (income) loss attributable to noncontrolling interest (936 ) — (906 ) — Income (loss) from continuing operations attributable to Red Lion Hotels Corporation (1,922 ) 5,139 8,240 1,809 Income (loss) from discontinued operations — (1 ) — (189 ) Net income (loss) attributable to Red Lion Hotels Corporation $ (1,922 ) $ 5,138 $ 8,240 $ 1,620 Denominator: Weighted average shares - basic 19,955 19,755 19,926 19,736 Weighted average shares - diluted 19,955 19,783 20,116 19,771 Earnings (loss) per share - basic Income (loss) from continuing operations attributable to Red Lion Hotels Corporation $ (0.10 ) $ 0.26 $ 0.41 $ 0.09 Income (loss) from discontinued operations — 0.00 — (0.01 ) Net income (loss) attributable to Red Lion Hotels Corporation $ (0.10 ) $ 0.26 $ 0.41 $ 0.08 Earnings (loss) per share - diluted Income (loss) from continuing operations attributable to Red Lion Hotels Corporation $ (0.10 ) $ 0.26 $ 0.41 $ 0.09 Income (loss) from discontinued operations — 0.00 — (0.01 ) Net income (loss) attributable to Red Lion Hotels Corporation $ (0.10 ) $ 0.26 $ 0.41 $ 0.08 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Options Activity | A summary of stock option activity for the six months ended June 30, 2015 , is as follows: Number of Shares Weighted Average Exercise Price Balance, December 31, 2014 75,176 $ 10.27 Options granted — $ — Options exercised — $ — Options forfeited — $ — Balance, June 30, 2015 75,176 $ 10.27 Exercisable, June 30, 2015 75,176 $ 10.27 |
Schedule of Stock Option Plans, by Exercise Price Range | Additional information regarding stock options outstanding and exercisable as of June 30, 2015 , is as follows: 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) $7.46 3,500 0.36 2015 $ 7.46 $ 700 3,500 $ 7.46 $ 700 $8.74 40,836 2.89 2018 8.74 — 40,836 8.74 — $12.21 15,195 1.39 2016 12.21 — 15,195 12.21 — $13.00 15,645 1.88 2017 13.00 — 15,645 13.00 — 75,176 2.26 2015-2018 $ 10.27 $ 700 75,176 $ 10.27 $ 700 __________ (1) The aggregate intrinsic value is before applicable income taxes and represents the amount option recipients would have received if all options had been fully vested and exercised on the last trading day of the first six months of 2015 , or June 30, 2015 , based upon our closing stock price on that date of $7.66 . |
Schedule of Restricted Stock | A summary of restricted stock unit activity for the six months ended June 30, 2015 , is as follows: Number of Shares Weighted Average Grant Date Fair Value Balance, December 31, 2014 398,513 $ 7.32 Granted 982,383 $ 7.17 Vested (93,485 ) $ 5.34 Forfeited (16,563 ) $ 5.67 Balance, June 30, 2015 1,270,848 $ 6.89 |
Fair Value of Financial Instr35
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value and Carrying Amount | June 30, 2015 December 31, 2014 Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Cash and cash equivalents and restricted cash (1) $ 88,838 $ 88,838 $ 5,351 $ 5,351 Accounts receivable (1) $ 7,931 $ 7,931 $ 6,752 $ 6,752 Notes receivable $ 1,925 $ 1,925 $ 5,284 $ 5,284 Financial liabilities: Current liabilities, excluding debt (1) $ 23,777 $ 23,777 $ 18,469 $ 18,469 Total debt, excluding debentures $ 64,657 $ 71,358 $ 29,873 $ 30,683 Debentures $ 30,825 $ 31,992 $ 30,825 $ 31,639 __________ (1) Includes the cash, accounts receivable, and current liabilities of discontinued operations held for sale as of December 31, 2014. |
Organization (Details)
Organization (Details) - Jun. 30, 2015 | roomhotel |
Real Estate Properties [Line Items] | |
Hotels | hotel | 129 |
Total Available Rooms | 14,703 |
Equity method investment, ownership percentage | 19.90% |
Red Lion Hotels Capital Trust | |
Real Estate Properties [Line Items] | |
VIE, ownership by non-controlling interest holders | 3.00% |
Franchised hotels | |
Real Estate Properties [Line Items] | |
Hotels | hotel | 109 |
Total Available Rooms | 10,359 |
Majority owned and consolidated | |
Real Estate Properties [Line Items] | |
Hotels | hotel | 12 |
Total Available Rooms | 2,530 |
Leased | |
Real Estate Properties [Line Items] | |
Hotels | hotel | 5 |
Total Available Rooms | 1,027 |
Managed | |
Real Estate Properties [Line Items] | |
Hotels | hotel | 2 |
Total Available Rooms | 487 |
Leo Hotel Collection | |
Real Estate Properties [Line Items] | |
Hotels | hotel | 1 |
Total Available Rooms | 300 |
Variable Interest Entities (Det
Variable Interest Entities (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jan. 31, 2015USD ($)hotel | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Apr. 30, 2015USD ($) | Dec. 31, 2014USD ($) | |
Assets: | |||||||
Accounts receivable, net | $ 7,931,000 | $ 7,931,000 | $ 6,752,000 | ||||
Inventories | 954,000 | 954,000 | 1,013,000 | ||||
Prepaid expenses and other assets | 2,962,000 | 2,962,000 | 3,671,000 | ||||
Property and equipment, net | 162,001,000 | 162,001,000 | 160,410,000 | ||||
Total assets | 295,049,000 | 295,049,000 | 223,027,000 | ||||
Liabilities: | |||||||
Accounts payable | 5,636,000 | 5,636,000 | 2,952,000 | ||||
Accrued payroll and related benefits | 4,884,000 | 4,884,000 | 4,567,000 | ||||
Other accrued expenses | 6,632,000 | 6,632,000 | 2,547,000 | ||||
Long-term debt, due after one year, net of discount | 95,482,000 | 95,482,000 | 60,698,000 | ||||
Total liabilities | 125,265,000 | 125,265,000 | 82,190,000 | ||||
Shareholders' equity | 169,784,000 | 169,784,000 | 140,837,000 | ||||
Total liabilities and stockholders’ equity | 295,049,000 | 295,049,000 | $ 223,027,000 | ||||
Condensed Statement of Income (Loss) | |||||||
Hotel revenue | 30,348,000 | $ 31,399,000 | 54,120,000 | $ 57,323,000 | |||
Hotel operating expenses | 22,218,000 | 25,236,000 | 43,139,000 | 48,050,000 | |||
Depreciation and amortization | 3,144,000 | 3,182,000 | 6,119,000 | 6,325,000 | |||
General and administrative expenses | 2,800,000 | 2,066,000 | 5,126,000 | 4,180,000 | |||
Other expenses | 9,000 | 51,000 | 17,000 | 165,000 | |||
Operating income (loss) | 692,000 | 6,253,000 | 13,326,000 | 4,078,000 | |||
Interest expense | 1,738,000 | 1,178,000 | 3,240,000 | 2,396,000 | |||
Net income (loss) | (986,000) | $ 5,138,000 | 9,146,000 | $ 1,620,000 | |||
RL Venture LLC | Variable Interest Entity, Primary Beneficiary | |||||||
Variable Interest Entity [Line Items] | |||||||
Ownership by non-controlling interest holders | 45.00% | ||||||
Number of hotels transfered | hotel | 12 | ||||||
Ownership by parent | 55.00% | ||||||
Loss on the sale of the equity interests as a reduction to additional paid in capital | $ 12,300,000 | ||||||
Cash distributions | 0 | 0 | |||||
Assets: | |||||||
Cash and restricted cash | 11,714,000 | 11,714,000 | |||||
Accounts receivable, net | 2,612,000 | 2,612,000 | |||||
Inventories | 464,000 | 464,000 | |||||
Prepaid expenses and other assets | 496,000 | 496,000 | |||||
Property and equipment, net | 109,214,000 | 109,214,000 | |||||
Total assets | 124,500,000 | 124,500,000 | |||||
Liabilities: | |||||||
Accounts payable | 2,488,000 | 2,488,000 | |||||
Accrued payroll and related benefits | 1,209,000 | 1,209,000 | |||||
Other accrued expenses | 1,769,000 | 1,769,000 | |||||
Long-term debt, due after one year, net of discount | 53,528,000 | 53,528,000 | |||||
Total liabilities | 58,994,000 | 58,994,000 | |||||
Shareholders' equity | 65,506,000 | 65,506,000 | |||||
Total liabilities and stockholders’ equity | 124,500,000 | 124,500,000 | |||||
Condensed Statement of Income (Loss) | |||||||
Hotel revenue | 20,200,000 | 33,752,000 | |||||
Hotel operating expenses | 13,240,000 | 23,072,000 | |||||
Depreciation and amortization | 1,995,000 | 3,661,000 | |||||
General and administrative expenses | 1,804,000 | 3,189,000 | |||||
Other expenses | 27,000 | 41,000 | |||||
Operating income (loss) | 3,134,000 | 3,789,000 | |||||
Interest expense | 879,000 | 1,600,000 | |||||
Net income (loss) | 2,255,000 | 2,189,000 | |||||
RLS Balt Venture LLC | |||||||
Condensed Statement of Income (Loss) | |||||||
Ownership by non-controlling interest holders | 21.00% | ||||||
Option to purchase additional interest percent | 24.00% | ||||||
Option to purchase additional interest cost | $ 2,300,000 | ||||||
RLS Balt Venture LLC | Variable Interest Entity, Primary Beneficiary | |||||||
Variable Interest Entity [Line Items] | |||||||
Cash distributions | $ 0 | $ 0 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 221,824 | $ 221,126 |
Less accumulated depreciation | (123,295) | (117,968) |
Property, plant and equipment, net, excluding land and construction in progress | 98,529 | 103,158 |
Property and equipment, net | 162,001 | 160,410 |
Buildings and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 182,873 | 182,273 |
Landscaping and land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 6,973 | 6,943 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 31,978 | 31,910 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 38,891 | 39,087 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 24,581 | $ 18,165 |
Assets Held for Sale (Details)
Assets Held for Sale (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |||
Feb. 28, 2015 | Jan. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||||
Proceeds from disposition of property and equipment | $ 37,729 | $ 16,147 | |||
Wenatchee and Bellevue [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Assets held for sale, gross | $ 18,632 | ||||
Less accumulated depreciation and amortization | (8,537) | ||||
Assets held for sale, net, excluding land and construction in progress | 10,095 | ||||
Assets held for sale | 21,173 | ||||
Wenatchee and Bellevue [Member] | Buildings and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Assets held for sale, gross | 16,339 | ||||
Wenatchee and Bellevue [Member] | Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Assets held for sale, gross | 345 | ||||
Wenatchee and Bellevue [Member] | Landscaping and land improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Assets held for sale, gross | 1,948 | ||||
Wenatchee and Bellevue [Member] | Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Assets held for sale, gross | 11,066 | ||||
Wenatchee and Bellevue [Member] | Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Assets held for sale, gross | $ 12 | ||||
Red Lion Hotel Wenatchee | |||||
Property, Plant and Equipment [Line Items] | |||||
Proceeds from disposition of property and equipment | $ 4,100 | ||||
Gain on sale of property | $ 200 | ||||
Bellevue Property | |||||
Property, Plant and Equipment [Line Items] | |||||
Proceeds from disposition of property and equipment | $ 35,400 | ||||
Gain on sale of property | $ 16,200 |
Discontinued Operations (Income
Discontinued Operations (Income Statement) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss from operations of discontinued business units | $ 0 | $ (1) | $ 0 | $ (187) |
Loss on disposal and impairment of the assets of the discontinued business units | 0 | 0 | 0 | (2) |
Net income (loss) from discontinued operations | 0 | (1) | 0 | (189) |
Red Lion Hotel Eugene, Oregon | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenues | 0 | 0 | 0 | 133 |
Operating expenses | 0 | (1) | 0 | (290) |
Hotel facility and land lease | 0 | 0 | 0 | (30) |
Loss from operations of discontinued business units | 0 | 0 | (187) | |
Loss on disposal and impairment of the assets of the discontinued business units | 0 | 0 | (2) | |
Net income (loss) from discontinued operations | $ 0 | $ (1) | $ 0 | $ (189) |
Goodwill and Intangible Asset41
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Apr. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Goodwill | $ 8,512 | $ 8,512 | |
Intangible assets | 17,210 | 7,012 | |
Historical cost | 4,420 | 0 | |
Accumulated amortization | (158) | 0 | |
Net carrying amount | 4,262 | 0 | |
2,015 | 472 | ||
2,016 | 846 | ||
2,017 | 719 | ||
2,018 | 606 | ||
2,019 | 523 | ||
Thereafter | 1,096 | ||
GuestHouse International LLC [Member] | |||
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Preliminary purchase price | $ 5,900 | ||
Company operated hotels | |||
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Goodwill | 0 | 0 | |
Intangible assets | 4,659 | 4,659 | |
Franchised hotels | |||
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Goodwill | 5,351 | 5,351 | |
Intangible assets | 12,545 | 2,347 | |
Entertainment | |||
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Goodwill | 3,161 | 3,161 | |
Intangible assets | 6 | 6 | |
Brand names | |||
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Intangible assets | 12,814 | 6,878 | |
Customer contracts | |||
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Amortization period | 10 years | ||
Intangible assets | 4,262 | 0 | |
Customer contracts | GuestHouse International LLC [Member] | |||
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Preliminary purchase price | $ 4,400 | ||
Trademarks | |||
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Intangible assets | $ 134 | $ 134 |
Long-Term Debt (Schedule of Deb
Long-Term Debt (Schedule of Debt) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Current | $ 0 | $ 0 |
Non-Current | 95,482 | 60,698 |
Long-term Debt | RL Venture | ||
Debt Instrument [Line Items] | ||
Current | 0 | 0 |
Non-Current | 53,528 | 0 |
Long-term Debt | RL Baltimore | ||
Debt Instrument [Line Items] | ||
Current | 0 | 0 |
Non-Current | 11,129 | 0 |
Long-term Debt | Wells Fargo | ||
Debt Instrument [Line Items] | ||
Current | 0 | 0 |
Non-Current | 0 | 29,873 |
Long-term Debt | Debentures due Red Lion Hotels Capital Trust | ||
Debt Instrument [Line Items] | ||
Current | 0 | 0 |
Non-Current | $ 30,825 | $ 30,825 |
Long-Term Debt (RL Venture) (De
Long-Term Debt (RL Venture) (Details) - RL Venture LLC $ in Millions | 1 Months Ended | 6 Months Ended |
Jan. 31, 2015USD ($)subsidiary | Jun. 30, 2015USD ($) | |
Debt Instrument [Line Items] | ||
Number of wholly-owned subsidiaries | subsidiary | 12 | |
Long-term Debt | ||
Debt Instrument [Line Items] | ||
Principal amount of debt | $ 53.8 | |
Additional advance | $ 26.2 | |
Term of loan | 2 years | |
Amount drawn | $ 1.9 | |
Unamortized debt issuance fees | $ 2.1 | |
Extension period | 1 year | |
Long-term Debt | LIBOR | ||
Debt Instrument [Line Items] | ||
Amortization period | 25 years | |
Basis spread on variable rate | 4.75% |
Long-Term Debt (RL Baltimore) (
Long-Term Debt (RL Baltimore) (Details) - RL Baltimore - Long-term Debt $ in Thousands | 1 Months Ended | 6 Months Ended |
Apr. 30, 2015USD ($)extension | Jun. 30, 2015USD ($) | |
Debt Instrument [Line Items] | ||
Principal amount of debt | $ 10,100 | |
Additional advance | $ 3,200 | |
Amount drawn | $ 1,700 | |
Unamortized debt issuance fees | $ 700 | |
Number of extension options | extension | 2 | |
Extension period | 1 year | |
Monthly principal payments | $ 16 | |
LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 6.25% |
Long-Term Debt (Wells Fargo) (D
Long-Term Debt (Wells Fargo) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Debt Instrument [Line Items] | |||||
Loss on early retirement of debt | $ 0 | $ 0 | $ 1,159 | $ 0 | |
Line of Credit | Wells Fargo Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 10,000 | ||||
Notes Payable to Banks | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Loss on early retirement of debt | $ 1,200 |
Long-Term Debt (Debentures of R
Long-Term Debt (Debentures of Red Lion Hotels Capital Trust) (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||
Debentures due Red Lion Hotels Capital Trust | $ 30.8 | $ 30.8 |
Trust Preferred Securities Subject to Mandatory Redemption | ||
Debt Instrument [Line Items] | ||
Proceeds from issuance of trust preferred securities | $ 0.5 | |
VIE, ownership by non-controlling interest holders | 3.00% | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets and Liabilities, Net | $ 1.4 | |
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Mandatory Redemption Percentage, Upon Occurrence of Triggering Event | 35.00% | |
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Percentage of Issued Value, Upon Occurrence of Triggering Event | 5.00% | |
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Upon Occurrence of Triggering Event | $ 50 | |
Payments for Repurchase of Trust Preferred Securities | $ 16.6 | |
Financial Instruments Subject to Mandatory Redemption, Preferred Stock and Common Stock Outstanding, Redemption Percentage | 35.00% | |
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Redemption Price Per Share | $ 26.25 | |
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Redemption Premium Percentage | 5.00% | |
Red Lion Hotels Capital Trust | Trust Preferred Securities Subject to Mandatory Redemption | Variable Interest Entity, Not Primary Beneficiary | ||
Debt Instrument [Line Items] | ||
Proceeds from issuance of trust preferred securities | $ 46 | |
Redeemable preferred stock, cash distributions percentage | 9.50% | |
Payment of financing and stock issuance costs | $ 2.3 | |
Non-Current Liabilities | Trust Preferred Securities Subject to Mandatory Redemption | ||
Debt Instrument [Line Items] | ||
Variable Interest Entity, Reporting Entity Involvement, Debenture Percentage | 9.50% |
Derivative Financial Instrume47
Derivative Financial Instruments (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Derivative [Line Items] | |||||
Loss on early retirement of debt | $ 0 | $ 0 | $ (1,159,000) | $ 0 | |
Early retirement of debt | |||||
Derivative [Line Items] | |||||
Loss on early retirement of debt | $ 1,200,000 | ||||
Interest rate swap | |||||
Derivative [Line Items] | |||||
Derivative liabilities | 16,200,000 | ||||
Interest rate swap | Early retirement of debt | |||||
Derivative [Line Items] | |||||
Loss on early retirement of debt | $ 400,000 | ||||
RL Venture LLC | Interest rate cap | |||||
Derivative [Line Items] | |||||
Derivative notional amount | $ 80,000,000 | $ 80,000,000 | |||
Fixed interest rate | 5.00% | 5.00% | |||
RL Venture LLC | Interest rate cap | Other accrued expenses | |||||
Derivative [Line Items] | |||||
Derivative liabilities | $ 21,000 | $ 21,000 | |||
RLS Balt Venture LLC | Interest rate cap | |||||
Derivative [Line Items] | |||||
Derivative notional amount | $ 13,300,000 | $ 13,300,000 | |||
Fixed interest rate | 3.00% | 3.00% | |||
RLS Balt Venture LLC | Interest rate cap | Other accrued expenses | |||||
Derivative [Line Items] | |||||
Derivative liabilities | $ 22,000 | $ 22,000 |
Business Segments (Details)
Business Segments (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)segment | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of operating segments | segment | 3 | ||||
Revenue | $ 36,613 | $ 41,408 | $ 66,328 | $ 73,996 | |
Segment operating expenses | 28,471 | 32,140 | 55,065 | 60,567 | |
Depreciation and amortization | 3,144 | 3,182 | 6,119 | 6,325 | |
Other expenses | 4,306 | (167) | (8,182) | 3,026 | |
Operating income (loss) | 692 | 6,253 | 13,326 | 4,078 | |
Interest expense | (1,738) | (1,178) | (3,240) | (2,396) | |
Loss on early retirement of debt | 0 | 0 | (1,159) | 0 | |
Other income, net | 35 | 64 | 306 | 158 | |
Income tax (expense) benefit | 25 | 0 | (87) | (31) | |
Net income (loss) from continuing operations | (986) | 5,139 | 9,146 | 1,809 | |
Discontinued operations | 0 | (1) | 0 | (189) | |
Net income (loss) from continuing operations | (986) | 5,138 | 9,146 | 1,620 | |
Net (income) loss attributable to noncontrolling interest | (936) | 0 | (906) | 0 | |
Net income (loss) attributable to Red Lion Hotels Corporation | (1,922) | 5,138 | 8,240 | 1,620 | |
Capital expenditures | 5,670 | 2,243 | 7,782 | 5,347 | |
Identifiable assets as of June 30, 2015 | 295,049 | 295,049 | $ 223,027 | ||
Franchise Revenue | 3,229 | 4,453 | 5,322 | 5,978 | |
Entertainment | 2,060 | 5,538 | 5,736 | 10,644 | |
Other | 12 | 18 | 23 | 51 | |
Franchise Costs | 3,031 | 2,056 | 5,407 | 3,498 | |
Entertainment Expenses | 2,249 | 4,797 | 5,375 | 8,854 | |
Other expenses | 9 | 51 | 17 | 165 | |
Operating segments | Company operated hotels | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 31,312 | 31,399 | 55,247 | 57,323 | |
Segment operating expenses | 23,182 | 25,236 | 44,266 | 48,050 | |
Depreciation and amortization | 2,773 | 2,823 | 5,534 | 5,692 | |
Other expenses | 1,506 | (2,233) | (13,384) | (1,154) | |
Operating income (loss) | 3,851 | 5,573 | 18,831 | 4,735 | |
Interest expense | (1,006) | 0 | (1,726) | 0 | |
Loss on early retirement of debt | 0 | ||||
Other income, net | (25) | 0 | (25) | 0 | |
Income tax (expense) benefit | 0 | 0 | 0 | ||
Net income (loss) from continuing operations | 5,573 | 4,735 | |||
Discontinued operations | (1) | (1) | |||
Net income (loss) from continuing operations | 2,820 | 17,080 | |||
Net (income) loss attributable to noncontrolling interest | (936) | (906) | |||
Net income (loss) attributable to Red Lion Hotels Corporation | 1,884 | 5,572 | 16,174 | 4,734 | |
Capital expenditures | 4,848 | 1,858 | 6,577 | 5,180 | |
Identifiable assets as of June 30, 2015 | 258,485 | 258,485 | 190,332 | ||
Operating segments | Franchised hotels | |||||
Segment Reporting Information [Line Items] | |||||
Depreciation and amortization | 168 | 13 | 179 | 25 | |
Other expenses | 0 | 0 | 0 | ||
Operating income (loss) | 30 | 2,384 | (264) | 2,455 | |
Interest expense | 0 | 0 | 0 | 0 | |
Loss on early retirement of debt | 0 | ||||
Other income, net | 8 | 1 | 10 | 1 | |
Income tax (expense) benefit | 0 | 0 | 0 | ||
Net income (loss) from continuing operations | 2,385 | 2,456 | |||
Discontinued operations | 0 | 0 | |||
Net income (loss) from continuing operations | 38 | (254) | |||
Net (income) loss attributable to noncontrolling interest | 0 | 0 | |||
Net income (loss) attributable to Red Lion Hotels Corporation | 38 | 2,385 | (254) | 2,456 | |
Capital expenditures | 8 | 7 | 8 | 17 | |
Identifiable assets as of June 30, 2015 | 21,213 | 21,213 | 9,807 | ||
Franchise Revenue | 3,229 | 4,453 | 5,322 | 5,978 | |
Franchise Costs | 3,031 | 2,056 | 5,407 | 3,498 | |
Operating segments | Entertainment | |||||
Segment Reporting Information [Line Items] | |||||
Depreciation and amortization | 62 | 83 | 136 | 167 | |
Other expenses | 0 | 0 | 0 | ||
Operating income (loss) | (251) | 658 | 225 | 1,623 | |
Interest expense | 0 | 0 | 0 | 0 | |
Loss on early retirement of debt | 0 | ||||
Other income, net | 0 | 17 | 47 | 17 | |
Income tax (expense) benefit | 0 | 0 | 0 | ||
Net income (loss) from continuing operations | 675 | 1,640 | |||
Discontinued operations | 0 | 0 | |||
Net income (loss) from continuing operations | (251) | 272 | |||
Net (income) loss attributable to noncontrolling interest | 0 | 0 | |||
Net income (loss) attributable to Red Lion Hotels Corporation | (251) | 675 | 272 | 1,640 | |
Capital expenditures | 0 | 23 | 88 | 162 | |
Identifiable assets as of June 30, 2015 | 5,857 | 5,857 | 6,161 | ||
Entertainment | 2,060 | 5,538 | 5,736 | 10,644 | |
Entertainment Expenses | 2,249 | 4,797 | 5,375 | 8,854 | |
Other | |||||
Segment Reporting Information [Line Items] | |||||
Depreciation and amortization | 141 | 263 | 270 | 441 | |
Other expenses | 2,800 | 2,066 | 5,202 | 4,180 | |
Operating income (loss) | (2,938) | (2,362) | (5,466) | (4,735) | |
Interest expense | (732) | (1,178) | (1,514) | (2,396) | |
Loss on early retirement of debt | (1,159) | ||||
Other income, net | 52 | 46 | 274 | 140 | |
Income tax (expense) benefit | 25 | (87) | (31) | ||
Net income (loss) from continuing operations | (3,494) | (7,022) | |||
Discontinued operations | 0 | (188) | |||
Net income (loss) from continuing operations | (3,593) | (7,952) | |||
Net (income) loss attributable to noncontrolling interest | 0 | 0 | |||
Net income (loss) attributable to Red Lion Hotels Corporation | (3,593) | (3,494) | (7,952) | (7,210) | |
Capital expenditures | 814 | 355 | 1,109 | (12) | |
Identifiable assets as of June 30, 2015 | 9,494 | 9,494 | $ 16,727 | ||
Other | 12 | 18 | 23 | 51 | |
Other expenses | $ 9 | $ 51 | $ 17 | $ 165 |
Earnings (Loss) Per Share (Sche
Earnings (Loss) Per Share (Schedule of Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Numerator - basic and diluted: | ||||
Net income (loss) from continuing operations | $ (986) | $ 5,139 | $ 9,146 | $ 1,809 |
Net (income) loss attributable to noncontrolling interest | (936) | 0 | (906) | 0 |
Income (loss) from continuing operations attributable to Red Lion Hotels Corporation | (1,922) | 5,139 | 8,240 | 1,809 |
Income (loss) from discontinued operations | 0 | (1) | 0 | (189) |
Net income (loss) attributable to Red Lion Hotels Corporation | $ (1,922) | $ 5,138 | $ 8,240 | $ 1,620 |
Denominator: | ||||
Weighted average shares - basic (in shares) | 19,955 | 19,755 | 19,926 | 19,736 |
Weighted average shares - diluted (in shares) | 19,955 | 19,783 | 20,116 | 19,771 |
Earnings (loss) per share - basic | ||||
Income (loss) from continuing operations attributable to Red Lion Hotels Corporation (in dollars per share) | $ (0.10) | $ 0.26 | $ 0.41 | $ 0.09 |
Income (loss) from discontinued operations (in dollars per share) | 0 | 0 | 0 | (0.01) |
Net income (loss) attributable to Red Lion Hotels Corporation (in dollars per share) | (0.10) | 0.26 | 0.41 | 0.08 |
Earnings (loss) per share - diluted | ||||
Income (loss) from continuing operations attributable to Red Lion Hotels Corporation (in dollars per share) | (0.10) | 0.26 | 0.41 | 0.09 |
Income (loss) from discontinued operations (in dollars per share) | 0 | 0 | 0 | (0.01) |
Net income (loss) attributable to Red Lion Hotels Corporation (in dollars per share) | $ (0.10) | $ 0.26 | $ 0.41 | $ 0.08 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Stock Options | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Antidilutive securities excluded from computation of EPS (in shares) | 103,205 | 103,183 | ||
Options outstanding (in shares) | 104,352 | 75,176 | 104,352 | |
Restricted Stock Units (RSUs) | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Antidilutive securities excluded from computation of EPS (in shares) | 256,476 | 1,080,136 | 249,700 | |
Other than options outstanding (in shares) | 283,677 | 1,270,848 | 283,677 | 398,513 |
Warrants | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Other than options outstanding (in shares) | 442,533 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ (25) | $ 0 | $ 87 | $ 31 |
Stockholders' Equity (Stock Inc
Stockholders' Equity (Stock Incentive Plans) (Details) | Jun. 30, 2015shares |
2006 Stock Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares approved (in shares) | 2,000,000 |
Number of shares of common stock available for issuance (in shares) | 12,727 |
2015 Stock Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares approved (in shares) | 1,400,000 |
Number of shares of common stock available for issuance (in shares) | 854,352 |
Stockholders' Equity (Stock Opt
Stockholders' Equity (Stock Options) (Details) - Stock Options - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense | $ 0 | $ 0 |
Number of Shares (in shares) | ||
Balance, December 31, 2014 | 75,176 | |
Options granted | 0 | |
Options exercised | 0 | |
Options forfeited | 0 | |
Balance, June 30, 2015 | 75,176 | |
Exercisable, June 30, 2015 | 75,176 | |
Weighted Average Exercise Price (in dollars per share) | ||
Balance, December 31, 2014 | $ 10.27 | |
Options granted | 0 | |
Options exercised | 0 | |
Options forfeited | 0 | |
Balance, June 30, 2015 | 10.27 | |
Exercisable, June 30, 2015 | $ 10.27 |
Stockholders' Equity (Exercise
Stockholders' Equity (Exercise Price Range) (Details) - Jun. 30, 2015 - USD ($) | Total |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Closing stock price (in dollars per share) | $ 7.66 |
Stock Options | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding (in shares) | 75,176 |
Weighted Average Remaining Contractual Life (Years) | 2 years 3 months 4 days |
Number Exercisable (in shares) | 75,176 |
Options outstanding, Weighted average exercise price (in dollars per share) | $ 10.27 |
Options exercisable, Weighted average exercise price (in dollars per share) | $ 10.27 |
Aggregate Intrinsic Value | $ 700 |
$7.46 | Stock Options | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price (in dollars per share) | $ 7.46 |
Number Outstanding (in shares) | 3,500 |
Weighted Average Remaining Contractual Life (Years) | 4 months 10 days |
Number Exercisable (in shares) | 3,500 |
Options outstanding, Weighted average exercise price (in dollars per share) | $ 7.46 |
Options exercisable, Weighted average exercise price (in dollars per share) | $ 7.46 |
Aggregate Intrinsic Value | $ 700 |
$8.74 | Stock Options | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price (in dollars per share) | $ 8.74 |
Number Outstanding (in shares) | 40,836 |
Weighted Average Remaining Contractual Life (Years) | 2 years 10 months 21 days |
Number Exercisable (in shares) | 40,836 |
Options outstanding, Weighted average exercise price (in dollars per share) | $ 8.74 |
Options exercisable, Weighted average exercise price (in dollars per share) | $ 8.74 |
Aggregate Intrinsic Value | $ 0 |
$12.21 | Stock Options | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price (in dollars per share) | $ 12.21 |
Number Outstanding (in shares) | 15,195 |
Weighted Average Remaining Contractual Life (Years) | 1 year 4 months 21 days |
Number Exercisable (in shares) | 15,195 |
Options outstanding, Weighted average exercise price (in dollars per share) | $ 12.21 |
Options exercisable, Weighted average exercise price (in dollars per share) | $ 12.21 |
Aggregate Intrinsic Value | $ 0 |
$13.00 | Stock Options | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price (in dollars per share) | $ 13 |
Number Outstanding (in shares) | 15,645 |
Weighted Average Remaining Contractual Life (Years) | 1 year 10 months 17 days |
Number Exercisable (in shares) | 15,645 |
Options outstanding, Weighted average exercise price (in dollars per share) | $ 13 |
Options exercisable, Weighted average exercise price (in dollars per share) | $ 13 |
Aggregate Intrinsic Value | $ 0 |
Stockholders' Equity (Restricte
Stockholders' Equity (Restricted Stock Units) (Details) - Restricted Stock Units (RSUs) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of total units granted that are forfeited | 22.00% | 22.00% | |
Compensation expense | $ 0.3 | $ 0.2 | |
Additional compensation expense | 6.6 | $ 6.6 | |
Weighted average period | 43 months | ||
Additional compensation expense expected remainder of year | $ 1 | $ 1 | |
Number of Shares (in shares) | |||
Balance, December 31, 2014 | 398,513 | ||
Granted | 982,383 | ||
Vested | (93,485) | ||
Forfeited | (16,563) | ||
Balance, June 30, 2015 | 1,270,848 | 283,677 | 1,270,848 |
Weighted Average Grant Date Fair Value (in dollars per share) | |||
Balance, December 31, 2014 | $ 7.32 | ||
Granted | 7.17 | ||
Vested | 5.34 | ||
Forfeited | 5.67 | ||
Balance, June 30, 2015 | $ 6.89 | $ 6.89 |
Stockholders' Equity (Employee
Stockholders' Equity (Employee Stock Purchase Plan) (Details) - 2008 ESPP - USD ($) | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2008 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock authorized for purchase (in shares) | 300,000 | ||
Maximum amount employees can purchase (in shares) | $ 25,000 | ||
Maximum number of shares employees can purchase (in shares) | 10,000 | ||
Number of shares issued to participants (in shares) | 10,614 | 7,405 |
Stockholders' Equity (Warrants)
Stockholders' Equity (Warrants) (Details) - Jan. 31, 2015 - Common stock - $ / shares | Total |
Class of Warrant or Right [Line Items] | |
Warrants issued (in shares) | 442,533 |
Warrant term | 5 years |
Warrants issued (in dollars per share) | $ 6.78 |
Fair Value of Financial Instr58
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Carrying Amount | ||
Financial assets: | ||
Cash and cash equivalents and restricted cash | $ 88,838 | $ 5,351 |
Accounts receivable | 7,931 | 6,752 |
Notes receivable | 1,925 | 5,284 |
Financial liabilities: | ||
Current liabilities, excluding debt | 23,777 | 18,469 |
Total debt, excluding debentures | 64,657 | 29,873 |
Debentures | 30,825 | 30,825 |
Fair Value | ||
Financial assets: | ||
Cash and cash equivalents and restricted cash | 88,838 | 5,351 |
Accounts receivable | 7,931 | 6,752 |
Notes receivable | 1,925 | 5,284 |
Financial liabilities: | ||
Current liabilities, excluding debt | 23,777 | 18,469 |
Total debt, excluding debentures | 71,358 | 30,683 |
Debentures | $ 31,992 | $ 31,639 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Jun. 30, 2015 - USD ($) $ in Millions | Total |
Commitments and Contingencies Disclosure [Abstract] | |
Equity method investment, ownership percentage | 19.90% |
Guarantor Obligations, Maximum Exposure, Undiscounted | $ 1.9 |
Guarantor Obligations, Maximum Exposure, Percentage | 19.90% |
Lease Termination Fee | $ 3 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended |
May. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2015 | |
Red Lion Hotel Woodlake Conference Center Sacramento LLC | Management Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Ownership by member of board of directors | 50.00% | ||
Management fee revenue recognized | $ 15,000 | ||
RL Venture LLC | Shelbourne Falcon | Investor Relations Fee | |||
Related Party Transaction [Line Items] | |||
Monthly investor relations fee, percent of total revenue | 0.50% | ||
Construction management fee paid | 83,400 | $ 96,900 | |
RL Venture LLC | CPA Development, LLC | Construction Management Fee | |||
Related Party Transaction [Line Items] | |||
Construction management fee paid | 22,200 | 55,500 | |
Construction management fee due | $ 200,000 | $ 200,000 |