Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 22, 2016 | Jun. 30, 2015 | |
Entity Information [Line Items] | |||
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-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 20,085,375 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 153.1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Current assets: | |||
Cash and cash equivalents ($7,226 attributable to VIE's 1) | $ 23,898 | [1] | $ 5,126 |
Restricted cash ($10,978 attributable to VIE's 1) | 11,304 | [1] | 225 |
Short-term investments | 18,085 | 0 | |
Accounts receivable, net ($2,383 attributable to VIE's 1) | 8,164 | [1] | 6,752 |
Notes receivable, net | 929 | 2,944 | |
Inventories ($497 attributable to VIE's 1) | 721 | [1] | 1,013 |
Prepaid expenses and other ($1,081 attributable to VIE's 1) | 2,149 | [1] | 3,671 |
Assets held for sale | 0 | 21,173 | |
Total current assets | 65,250 | 40,904 | |
Property and equipment, net ($163,746 attributable to VIE's 1) | 195,390 | [1] | 160,410 |
Goodwill | 8,512 | 8,512 | |
Intangible assets | 15,301 | 7,012 | |
Notes receivable, long term | 1,676 | 2,340 | |
Other assets, net ($103 attributable to VIE's 1) | 1,089 | [1] | 2,132 |
Total assets | 287,218 | 221,310 | |
Current liabilities: | |||
Accounts payable ($7,178 attributable to VIE's 1) | 9,263 | [1] | 2,952 |
Accrued payroll and related benefits ($1,763 attributable to VIE's 1) | 6,163 | [1] | 4,567 |
Other accrued entertainment liabilities | 9,211 | 5,625 | |
Other accrued liabilities ($1,588 attributable to VIE's 1) | 3,225 | [1] | 2,547 |
Deferred income taxes | 0 | 2,778 | |
Total current liabilities | 27,862 | 18,469 | |
Long-term debt, due after one year, net of debt issuance costs ($87,557 attributable to VIE's 1) | 87,557 | [1] | 58,981 |
Deferred income | 1,326 | 2,988 | |
Deferred income taxes | 2,872 | 35 | |
Total liabilities | $ 119,617 | $ 80,473 | |
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; 20,051,145 and 19,846,508 shares issued and outstanding | 201 | 198 | |
Additional paid-in capital, common stock | 143,901 | 153,671 | |
Accumulated other comprehensive loss | 0 | (203) | |
Retained earnings (accumulated deficit) | (10,110) | (12,829) | |
Total Red Lion Hotels Corporation stockholders' equity | 133,992 | 140,837 | |
Noncontrolling interest | 33,609 | 0 | |
Total stockholders' equity | 167,601 | 140,837 | |
Total liabilities and stockholders' equity | $ 287,218 | $ 221,310 | |
[1] | Variable Interest Entities (VIE) started in 2015 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) $ in Thousands | Dec. 31, 2015USD ($)$ / sharesshares | |
ASSETS | ||
Cash and cash equivalents | $ 23,898 | [1] |
Restricted cash | 11,304 | [1] |
Accounts receivable, net | 8,164 | [1] |
Inventories | 721 | [1] |
Prepaid expenses and other | 2,149 | [1] |
Property and equipment, net | 195,390 | [1] |
Other assets, net | 1,089 | [1] |
LIABILITIES | ||
Accounts payable | 9,263 | [1] |
Accrued payroll and related benefits | 6,163 | [1] |
Other accrued expenses | 3,225 | [1] |
Long-term debt, due after one year, net of debt issuance costs | $ 87,557 | [1] |
Red Lion Hotels Corporation stockholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | |
Preferred stock, shares authorized (in shares) | shares | 5,000,000 | |
Preferred stock, shares issued (in shares) | shares | 0 | |
Preferred stock, shares outstanding (in shares) | shares | 0 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | |
Common stock, shares authorized (in shares) | shares | 50,000,000 | |
Common stock, shares issued (in shares) | shares | 20,051,145 | |
Common stock, shares outstanding (in shares) | shares | 20,051,145 | |
Variable Interest Entity, Primary Beneficiary | ||
ASSETS | ||
Cash and cash equivalents | $ 7,226 | |
Restricted cash | 10,978 | |
Accounts receivable, net | 2,383 | |
Inventories | 497 | |
Prepaid expenses and other | 1,081 | |
Property and equipment, net | 163,746 | |
Other assets, net | 103 | |
LIABILITIES | ||
Accounts payable | 7,178 | |
Accrued payroll and related benefits | 1,763 | |
Other accrued expenses | 1,588 | |
Long-term debt, due after one year, net of debt issuance costs | $ 87,557 | |
[1] | Variable Interest Entities (VIE) started in 2015 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue: | |||
Company operated hotels | $ 116,187 | $ 118,616 | $ 120,391 |
Other revenues from managed properties | 3,586 | 0 | 0 |
Franchised hotels | 12,039 | 9,618 | 7,136 |
Entertainment | 11,057 | 17,115 | 9,439 |
Other | 51 | 77 | 341 |
Total revenues | 142,920 | 145,426 | 137,307 |
Operating expenses: | |||
Company operated hotels | 92,057 | 94,241 | 97,831 |
Other costs from managed properties | 3,586 | 0 | 0 |
Franchised hotels | 11,233 | 7,004 | 6,555 |
Entertainment | 10,118 | 14,785 | 9,189 |
Other | 35 | 318 | 535 |
Depreciation and amortization | 13,315 | 12,762 | 13,960 |
Hotel facility and land lease | 6,569 | 5,210 | 4,464 |
Asset impairment | 0 | 0 | 7,785 |
(Gain) loss on asset dispositions, net | (17,692) | (4,006) | (112) |
General and administrative expenses | 9,819 | 8,353 | 7,945 |
Total operating expenses | 129,040 | 138,667 | 148,152 |
Operating income (loss) | 13,880 | 6,759 | (10,845) |
Other income (expense): | |||
Interest expense | (6,979) | (4,575) | (5,516) |
Loss on early retirement of debt | (2,847) | 0 | 0 |
Other income, net | 47 | 339 | 474 |
Other income (expense) | (9,779) | (4,236) | (5,042) |
Income (loss) from continuing operations before taxes | 4,101 | 2,523 | (15,887) |
Income tax (benefit) expense | 85 | 31 | (817) |
Net income (loss) from continuing operations | 4,016 | 2,492 | (15,070) |
Discontinued operations: | |||
Loss from discontinued business units, net of income tax (benefit) expense of $0, $0 and $66, respectively | 0 | (187) | (1,204) |
Loss on disposal of the assets of the discontinued business units, net of income tax (benefit) expense of $0 | 0 | (2) | (773) |
Net loss from discontinued operations | 0 | (189) | (1,977) |
Net income (loss) | 4,016 | 2,303 | (17,047) |
Net income attributable to noncontrolling interest | (1,297) | 0 | 0 |
Net income (loss) attributable to Red Lion Hotels Corporation | 2,719 | 2,303 | (17,047) |
Unrealized losses on cash flow hedge, net of tax | 0 | (44) | (159) |
Comprehensive income (loss) | $ 2,719 | $ 2,259 | $ (17,206) |
Earnings per share - basic | |||
Income (loss) from continuing operations attributable to Red Lion Hotels Corporation (in dollars per share) | $ 0.14 | $ 0.13 | $ (0.77) |
Income (loss) from discontinued operations (in dollars per share) | 0 | (0.01) | (0.10) |
Net income (loss) attributable to Red Lion Hotels Corporation (in dollars per share) | 0.14 | 0.12 | (0.87) |
Earnings per share - diluted | |||
Income (loss) from continuing operations attributable to Red Lion Hotels Corporation (in dollars per share) | 0.13 | 0.13 | (0.77) |
Income (loss) from discontinued operations (in dollars per share) | 0 | (0.01) | (0.10) |
Net income (loss) attributable to Red Lion Hotels Corporation (in dollars per share) | $ 0.13 | $ 0.12 | $ (0.87) |
Weighted average shares - basic (in shares) | 19,983 | 19,785 | 19,575 |
Weighted average shares - diluted (in shares) | 20,200 | 19,891 | 19,575 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Income tax (benefit) expense on discontinued business units | $ 0 | $ 0 | $ 66 |
Income (loss) on disposal of discontinued business units, net of income tax benefit | $ 0 | $ 0 | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Common stock | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Equity Attributable to Non-controlling Interest [Member] |
Balances at Dec. 31, 2012 | $ 152,908 | $ 195 | $ 150,798 | $ 1,915 | $ 0 | $ 0 |
Balance, shares at Dec. 31, 2012 | 19,451,849 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (17,047) | (17,047) | ||||
Stock issued under employee stock purchase plan | 82 | 82 | ||||
Stock issued under employee stock purchase plan, shares | 13,765 | |||||
Stock issued under option plan | 11 | 11 | ||||
Restricted stock awards released net of canceled shares | (303) | (303) | ||||
Restricted stock awards released net of canceled shares, shares | 132,720 | |||||
Stock issued under option plan, shares | 2,000 | |||||
Issuance of stock based compensation awards | 554 | 554 | ||||
Issuance of stock based compensation awards, shares | 86,898 | |||||
Stock based compensation expense | 1,265 | $ 2 | 1,263 | |||
Loss on valuation of swap contract, net of tax | (159) | (159) | ||||
Excess shortfall from stock-based compensation | (102) | (102) | ||||
Balance at Dec. 31, 2013 | 137,209 | $ 197 | 152,303 | (15,132) | (159) | 0 |
Balance, shares at Dec. 31, 2013 | 19,687,232 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 2,303 | 2,303 | ||||
Stock issued under employee stock purchase plan | 69 | 69 | ||||
Stock issued under employee stock purchase plan, shares | 14,427 | |||||
Restricted stock awards released net of canceled shares | (155) | (155) | ||||
Restricted stock awards released net of canceled shares, shares | 56,486 | |||||
Issuance of stock based compensation awards | 507 | 507 | ||||
Issuance of stock based compensation awards, shares | 88,363 | |||||
Stock based compensation expense | 948 | $ 1 | 947 | |||
Loss on valuation of swap contract, net of tax | (72) | (72) | ||||
Amortization of accumulated loss of swap contract | 28 | 28 | ||||
Balance at Dec. 31, 2014 | 140,837 | $ 198 | 153,671 | (12,829) | (203) | 0 |
Balance, shares at Dec. 31, 2014 | 19,846,508 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 4,016 | 2,719 | 1,297 | |||
Stock issued under employee stock purchase plan | 111 | 111 | ||||
Stock issued under employee stock purchase plan, shares | 22,037 | |||||
Stock issued under option plan | 26 | 26 | ||||
Restricted stock awards released net of canceled shares | (347) | (347) | ||||
Restricted stock awards released net of canceled shares, shares | 118,601 | |||||
Stock issued under option plan, shares | 3,500 | |||||
Issuance of stock based compensation awards | 437 | 437 | ||||
Issuance of stock based compensation awards, shares | 60,499 | |||||
Stock based compensation expense | 1,495 | $ 3 | 1,492 | |||
Contribution of joint venture interests | 22,654 | (12,296) | 34,950 | |||
Issuance of warrants | 807 | 807 | ||||
Distributions to noncontrolling interests | (2,638) | (2,638) | ||||
Early retirement of interest rate swap | 203 | 203 | ||||
Balance at Dec. 31, 2015 | $ 167,601 | $ 201 | $ 143,901 | $ (10,110) | $ 0 | $ 33,609 |
Balance, shares at Dec. 31, 2015 | 20,051,145 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Operating activities: | ||||
Net income (loss) | $ 4,016 | $ 2,303 | $ (17,047) | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 13,315 | 12,762 | 14,147 | |
Amortization of debt issuance costs | 935 | 124 | 100 | |
(Gain) loss on disposition of property, equipment and other assets, net | (17,692) | (4,006) | 660 | |
Loss on early retirement of debt | 2,763 | 0 | 0 | |
Asset impairment | 0 | 0 | 8,858 | |
Deferred income taxes | 59 | 6 | (764) | |
Equity in investments | 55 | 36 | 53 | |
Stock based compensation expense | 1,932 | 1,455 | 1,819 | |
Provision for doubtful accounts | 654 | 170 | 110 | |
Change in current assets and liabilities: | ||||
Restricted cash for interest payments and other | (4,404) | (225) | 2,417 | |
Accounts receivable | (1,901) | (635) | (711) | |
Notes receivable | (167) | (153) | 0 | |
Inventories | 234 | 198 | (152) | |
Prepaid expenses and other | 556 | (890) | (230) | |
Accounts payable | 3,381 | (1,811) | (1,261) | |
Other accrued liabilities | 5,944 | 1,399 | (912) | |
Net cash provided by operating activities | 9,680 | 10,733 | 7,087 | |
Investing activities: | ||||
Capital expenditures | (16,542) | (24,891) | (13,193) | |
Purchase of Atlanta hotel property | (6,421) | 0 | 0 | |
Acquisition of Washington DC hotel business | (22,651) | 0 | 0 | |
Purchase of GuestHouse International assets | (8,856) | 0 | 0 | |
Proceeds from disposition of property and equipment | 38,681 | 17,316 | 16,025 | |
Proceeds from redemption of trust common securities | 909 | 0 | 0 | |
Collection of notes receivable related to property sales | 3,509 | 1,914 | 3,706 | |
Advance note receivable | (652) | 0 | 0 | |
Purchases of short-term investments | (18,720) | 0 | 0 | |
Sales of short-term investments | 635 | 0 | 0 | |
Change in restricted cash for property improvements | (6,675) | 0 | 0 | |
Other, net | 28 | 61 | (97) | |
Net cash provided by (used in) investing activities | (36,755) | (5,600) | 6,441 | |
Financing activities: | ||||
Borrowings on long-term debt | 90,772 | 0 | 44,500 | |
Repayment of long-term debt | (30,528) | (12,973) | (38,878) | |
Repayment of credit facility | 0 | 0 | (11,300) | |
Repayment of debentures to Red Lion Hotels Capital Trust | (30,825) | 0 | 0 | |
Debt issuance costs | (4,028) | (6) | (957) | |
Proceeds from sale of interests in joint ventures | 23,461 | 0 | 0 | |
Distributions to noncontrolling interest | 2,638 | 0 | 0 | |
Reduction of additional paid in capital for canceled restricted stock units | (347) | (155) | (303) | |
Other, net | (20) | 69 | (9) | |
Net cash provided by (used in) financing activities | 45,847 | (13,065) | (6,947) | |
Change in cash and cash equivalents: | ||||
Net increase (decrease) in cash and cash equivalents | 18,772 | (7,932) | 6,581 | |
Cash and cash equivalents at beginning of year | 5,126 | 13,058 | 6,477 | |
Cash and cash equivalents at end of year | 23,898 | [1] | 5,126 | 13,058 |
Cash paid during years for: | ||||
Income taxes | 30 | 44 | 46 | |
Interest on debt | 5,604 | 4,514 | 5,629 | |
Non-cash investing and financing activities: | ||||
Reclassification of property and other assets to assets held for sale | 0 | 17,702 | 18,890 | |
Property and equipment, purchases not yet paid | 2,930 | 0 | 0 | |
Reclassification of long term note receivable to short term | 261 | 2,311 | 0 | |
Exchange of note receivable for real property | 0 | 1,950 | 1,720 | |
Reclassification between accounts receivable and notes receivable | 51 | 0 | 67 | |
Reclassification of property to other assets | $ 0 | $ 117 | $ 0 | |
[1] | Variable Interest Entities (VIE) started in 2015 |
Organization
Organization | 12 Months Ended |
Dec. 31, 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 symbol RLH) primarily engaged in the management, franchising and ownership of hotels under our proprietary brands, including Hotel RL, Red Lion Hotel, Red Lion Inns & Suites, GuestHouse and Settle Inn & Suites (collectively the "RLHC Brands"). All of our hotels currently operate under the RLHC Brands which represent upscale, midscale and economy hotels. A summary of our properties as of December 31, 2015 is provided below: Hotels Total Available Rooms Company operated hotels Majority owned and consolidated 14 2,761 Leased 4 867 Managed 2 361 Franchised hotels 104 10,868 Total systemwide 124 14,857 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements 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") and include all accounts and wholly and majority-owned subsidiaries' accounts. All significant inter-company and inter-segment transactions and accounts have been eliminated upon consolidation. The financial statements encompass the accounts of Red Lion Hotels Corporation and all of its consolidated subsidiaries, including: Wholly-owned subsidiaries: • Red Lion Hotels Holdings, Inc. • Red Lion Hotels Franchising, Inc. • Red Lion Hotels Management, Inc. ("RL Management") • Red Lion Hotels Limited Partnership Joint venture entities: • RL Venture LLC ("RL Venture") in which we hold a 55% member interest • RLS Atla Venture LLC ("RLS Atla Venture") in which we hold a 55% member interest • RLS Balt Venture LLC ("RLS Balt Venture") in which we hold a 73% member interest • RLS DC Venture LLC ("RLS DC Venture") in which we hold a 71% member interest (effective as of February 2016, see Note 4 of Notes to Consolidated Financial Statements) Cash and Cash Equivalents All highly liquid investments purchased with an original maturity of three months or less are considered to be cash equivalents. At times, cash balances at banks and other financial institutions may be in excess of federal insurance limits. Restricted Cash In accordance with our various borrowing arrangements, at December 31, 2015 cash of $11.3 million was held primarily as reserves for debt service (interest only), property improvements and other requirements from the lenders. Short-Term Investments Short-term investments consist of variable rate demand notes with maturities that range from two to thirty-five years . They are all classified as available-for-sale and have been classified as short term as the investments contain options which allow us to put them to the trustee with one day to one week's notice. The carrying amounts are reasonable estimates of their fair values due to interest rates which are variable in nature and the put provision at par plus accrued interest. Allowance for Doubtful Accounts The ability to collect individual accounts receivable is reviewed on a routine basis. An allowance for doubtful accounts is recorded based on specifically identified amounts believed to be uncollectible. If actual collection experience changes, revisions to the allowance may be required and if all attempts to collect a receivable fail, it is recorded against the allowance. The estimate of the allowance for doubtful accounts is impacted by, among other things, national and regional economic conditions. The following schedule summarizes the activity in the allowance account for trade accounts receivable for the past three years for continuing operations: Year ended December 31, 2015 2014 2013 (In thousands) Allowance for doubtful accounts, continuing operations Balance, beginning of year $ 303 $ 132 $ 98 Additions to allowance 538 244 95 Write-offs, net of recoveries (184 ) (73 ) (61 ) Balance, end of year $ 657 $ 303 $ 132 Inventories Inventories consist primarily of food and beverage products held for sale at the company-operated restaurants and guest supplies. Inventories are valued at the lower of cost, determined on a first-in, first-out basis, or net realizable value. Prepaid and other expenses Prepaid and other expenses include prepaid insurance and taxes and deposits. Property and Equipment Property and equipment are stated at cost. The cost of improvements that extend the life of property and equipment is capitalized. Repairs and maintenance charges are expensed as incurred. Depreciation is provided using the straight-line method over the estimated useful life of each asset, which ranges as follows: Buildings 25 to 39 years Equipment 2 to 15 years Furniture and fixtures 2 to 15 years Landscaping and improvements 15 years Valuation of Long-Lived Assets We test long-lived asset groups for recoverability when changes in circumstances indicate the carrying value may not be recoverable, for example, when there are material adverse changes in projected revenues or expenses, significant underperformance relative to historical or projected operating results, or significant negative industry or economic trends. We also perform a test for recoverability when management has committed to a plan to sell or otherwise dispose of an asset group. We evaluate recoverability of an asset group by comparing its carrying value to the future net undiscounted cash flows that we expect will be generated by the asset group. If the comparison indicates that the carrying value of an asset group is not recoverable, we recognize an impairment loss for the excess of carrying value over the estimated fair value. When we recognize an impairment loss for assets to be held and used, we depreciate the adjusted carrying amount of those assets over their remaining useful life. We base our calculations of the estimated fair value of an asset group on the income approach or the market approach. The assumptions and methodology utilized for the income approach are the same as those described in the "Goodwill and Intangible Assets" caption. For the market approach, we use analyses based primarily on market comparables, recent appraisals and assumptions about market capitalization rates, growth rates, and inflation. Variable Interest Entities We analyze the investments we make in joint venture entities based on the accounting guidance for variable interest entities or "VIEs”. These joint ventures are evaluated to determine whether (1) sufficient equity at risk exists for the legal entity to finance its activities without additional subordinated financial support or, (2) as a group, the holders of the equity investment at risk lack one of the following characteristics (a) the power, through voting or similar rights, to direct the activities of the legal entity that most significantly impact the entity’s economic performance or, (b) the obligation to absorb the expected losses of the legal entity or (c) the right to receive expected residual returns of the legal entity, or (3) the voting rights of some equity investors are not proportional to their obligations to absorb the losses or the right to receive benefits and substantially all of the activities either involve or are conducted on behalf of an investor with disproportionately few voting rights. If any one of the above three conditions are met then the joint venture entities are considered to be VIEs. We consolidate the results of any such VIE in which we determine that we have a controlling financial interest. We would have a “controlling financial interest” (i.e., be deemed the primary beneficiary) in such an entity if we had both the power to direct the activities that most significantly affect the VIE’s economic performance and the obligation to absorb the losses of, or right to receive the benefits from, the VIE that could be potentially significant to the VIE. Business Combinations On the date of acquisition, the assets acquired, liabilities assumed, and any noncontrolling interests in the acquiree are recorded at their fair values. The acquiree's results of operations are also included as of the date of acquisition in our consolidated results. Intangible assets that arise from contractual/legal rights, or are capable of being separated are measured and recorded at fair value, and amortized over the estimated useful life. If practicable, assets acquired and liabilities assumed arising from contingencies are measured and recorded at fair value. If not practicable, such assets and liabilities are measured and recorded when it is probable that a gain or loss has occurred and the amount can be reasonably estimated. The residual balance of the purchase price, after fair value allocations to all identified assets and liabilities, represents goodwill. Acquisition-related costs are expensed as incurred. Restructuring costs associated with an acquisition are generally expensed in periods subsequent to the acquisition date, and changes in deferred tax asset valuation allowances and acquired income tax uncertainties, including penalties and interest, after the measurement period are recognized as a component of the provision for income taxes. Our acquisitions may include contingent consideration, which require us to recognize the fair value of the estimated liability at the time of the acquisition. Subsequent changes in the estimate of the amount to be paid under the contingent consideration arrangement are recognized in the consolidated statements of comprehensive income (loss). Cash payments for contingent or deferred consideration up to the amount of liability recognized on the acquisition date are classified within cash flows from financing activities within the consolidated statements of cash flows and any excess is classified as cash flows from operating activities. Goodwill and Intangible Assets Goodwill and intangible assets may result from our business acquisitions. Intangible assets may also result from the purchase of assets and intellectual property in a transaction that does not qualify as a business combination. We use estimates, including estimates of useful lives of intangible assets, the amount and timing of related future cash flows, and fair values of the related operations, in determining the value assigned to goodwill and intangible assets. Our finite-lived intangible assets are amortized over their expected useful lives based on estimated discounted cash flows. Our brand name and trademark assets are considered indefinite-lived intangible assets and are not subject to amortization. Finite-lived intangible assets are tested for impairment at the asset group level when events or changes in circumstances indicate the carrying value may not be recoverable. Indefinite-lived intangible assets are tested for impairment annually, when events or changes in circumstances indicate the asset may be impaired, or at the time when their useful lives are determined to be no longer indefinite. Goodwill is assigned to our reporting units based on the expected benefit from the synergies arising from each business combination, determined by using certain financial metrics, including the forecast discounted cash flows associated with each reporting unit. The reporting units are aligned with our reporting segments. We test goodwill for impairment each year as of October 1, or more frequently should a significant impairment indicator occur. As part of the impairment test, we may elect to perform an assessment of qualitative factors. If this qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit, including goodwill, is less than its carrying amount, or if we elect to bypass the qualitative assessment, we would then proceed with the two-step impairment test. The impairment test involves comparing the fair values of the reporting units to their carrying amounts. If the carrying amount of a reporting unit exceeds its fair value, a second step is required to measure the goodwill impairment loss amount. This second step determines the current fair values of all assets and liabilities of the reporting unit and then compares the implied fair value of the reporting unit's goodwill to the carrying amount of that goodwill. If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess. Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. We forecast discounted future cash flows at the reporting unit level using risk-adjusted discount rates and estimated future revenues and operating costs, which take into consideration factors, such as expectations of competitive and economic environments. We also identify similar publicly traded companies and develop a correlation, referred to as a multiple, to apply to the operating results of the reporting units. These combined fair values are then reconciled to the aggregate market value of our common stock on the date of valuation, while considering a reasonable control premium. Assets Held for Sale We consider a property to be an asset held for sale when all of the following criteria are met: • management commits to a plan to sell the property; • it is unlikely that the disposal plan will be significantly modified or discontinued; • the property is available for immediate sale in its present condition; • actions required to complete the sale of the property have been initiated; • sale of the property is probable, we expect the completed sale will occur within one year; and • the property is actively being marketed for sale at a price that is reasonable given its current market value. Upon designation as an asset held for sale, we record the carrying value of each property at the lower of its carrying value or its estimated fair value, less estimated costs to sell, and cease depreciation. For information on the assets classified as held for sale, see Note 6. Notes Receivable We carry notes receivable at their estimated collection amount, and they are classified as either current or noncurrent depending on the expected collection date. Interest income on notes receivable is recognized using the interest method. Other Assets Other assets primarily consist of key money arrangements with franchisees. 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. Fair Value Measurements 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. Deferred Income In 2003, we sold a hotel to an unrelated party in a sale-operating leaseback transaction. The pre-tax gain on the transaction of approximately $7.0 million was deferred and is being amortized into income over the period of the lease term, which expires in November 2018 and is renewable for three , five -year terms at our option. During 2015 , 2014 and 2013 , we recognized income of approximately $0.5 million each year for the amortization of the deferred gain. The remaining balance at December 31, 2015 , was $1.3 million . Income Taxes We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning, and results of recent operations. At December 31, 2015 and 2014 , a valuation allowance has been recorded to reduce our deferred tax assets to an amount that is more likely than not to be realized. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. We classify any interest expense and penalties related to underpayment of taxes and any interest income on tax overpayments as components of income tax expense. We record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process whereby (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. See Note 12. Revenue Recognition Revenue is generally recognized as services are provided. When payments from customers are received before services have been performed, the amount received is recorded as deferred revenue until the service has been completed. We recognize revenue from the following sources: • Company-Operated Hotels - Room rental and food and beverage sales from majority owned and leased hotels and management fees from hotels under management contract. Revenues are recognized when services have been performed, generally at the time of the hotel stay or guests visit to the restaurant and at the time the management services are provided. We recognize other revenue and costs from managed properties when we incur the related reimbursable costs. These costs primarily consist of payroll and related expenses at managed properties where we are the employer. As these costs have no added markup, the revenue and related expense have no impact on either our operating or net income. • Franchised Hotels - Fees received in connection with the franchise and marketing of our brand names. Franchise revenues are recognized as earned in accordance with the contractual terms of the franchise agreements. • Entertainment - Online ticketing services, ticketing inventory management systems, promotion of Broadway-style shows and other special events. Where we act as an agent and receive a net fee or commission, revenue is recognized in the period the services are performed. When we are the promoter of an event and are at-risk for the production, revenues and expenses are recorded in the period of the event performance. Advertising and Promotion Costs associated with advertising and promotional efforts are generally expensed as incurred. During the years ended December 31, 2015 , 2014 and 2013 , we incurred approximately $4.9 million , $3.4 million and $3.9 million , respectively, in advertising expense from continuing operations. Basic and Diluted Earnings (Loss) Per Share Basic earnings (loss) per share attributable to Red Lion Hotels Corporation is computed by dividing income (loss) by the weighted-average number of shares outstanding during the period. Diluted earnings (loss) per share attributable to Red Lion Hotels Corporation gives effect to all dilutive potential shares that are outstanding during the period and include outstanding stock options, other outstanding employee equity grants and warrants, by increasing the weighted-average number of shares outstanding by their effect. When we report a net loss during the period, basic and diluted earnings (loss) per share are the same. See Note 14. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could materially differ from those estimates. Reclassifications Certain amounts disclosed in prior period financial statements have been reclassified to conform to the current period presentation. Except as otherwise noted, these reclassifications had no effect on reported income/losses, cash flows, total assets, or stockholders' equity as previously reported. New and 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, 2017, 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 continuing our evaluation of 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 will become effective for us beginning January 1, 2016. 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. The adoption of this new standard is not expected to have a material impact on our financial condition or results of operations. 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. 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 issuance costs. 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 will become effective for us beginning January 1, 2016. Upon adoption, this ASU is not expected to have a material impact on our financial condition or results of operations. During November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes , which simplifies the presentation of deferred income taxes. This ASU requires that deferred tax assets and liabilities be classified as non-current in a statement of financial position. We early adopted ASU 2015-17 effective October 1, 2015 on a prospective basis. Adoption of this ASU resulted in a reclassification of our net current deferred tax liability to the net non-current deferred tax liability in our Consolidated Balance Sheet as of December 31, 2015. No prior periods were adjusted. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are currently evaluating the impact of our pending adoption of the new standard on our consolidated financial statements. We have assessed the potential impact of other recently issued, but not yet effective, accounting standards and determined that the provisions are either not applicable to us or are not anticipated to have a material impact on our consolidated financial statements. |
Business Segments
Business Segments | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments We have three operating segments: company operated hotels, franchised hotels and entertainment. The "other" segment consists of miscellaneous revenues and expenses, cash and cash equivalents, certain receivables, certain property and equipment and general and administrative expenses, which are not specifically associated with an operating segment. Management reviews and evaluates the operating segments exclusive of interest expense, income taxes and certain corporate expenses; therefore, they have not been allocated to the operating 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): Year ended December 31, 2015 Company Operated Hotels Franchised Hotels Entertainment Other Total Revenue $ 119,773 $ 12,039 $ 11,057 $ 51 $ 142,920 Segment operating expenses $ 95,643 $ 11,233 $ 10,118 $ 35 $ 117,029 Depreciation and amortization 11,675 604 254 782 13,315 Other expenses (10,075 ) 239 — 8,532 (1,304 ) Operating income (loss) 22,530 (37 ) 685 (9,298 ) 13,880 Capital expenditures $ 46,991 $ 20 $ 20 $ 1,361 $ 48,392 Identifiable assets as of December 31, 2015 $ 255,876 $ 20,180 $ 5,256 $ 5,906 $ 287,218 Year ended December 31, 2014 Company Operated Hotels Franchise Hotels Entertainment Other Total Revenue $ 118,616 $ 9,618 $ 17,115 $ 77 $ 145,426 Segment operating expenses $ 94,241 $ 7,004 $ 14,785 $ 318 $ 116,348 Depreciation and amortization 11,394 49 349 970 12,762 Other expenses 1,174 — — 8,383 9,557 Operating income (loss) 11,807 2,565 1,981 (9,594 ) 6,759 Capital expenditures $ 24,255 $ 20 $ 241 $ 375 $ 24,891 Identifiable assets as of December 31, 2014 $ 190,332 $ 9,807 $ 6,161 $ 15,010 $ 221,310 Year ended December 31, 2013 Company Operated Hotels Franchised Hotels Entertainment Other Total Revenue $ 120,391 $ 7,136 $ 9,439 $ 341 $ 137,307 Segment operating expenses $ 97,831 $ 6,555 $ 9,189 $ 535 $ 114,110 Depreciation and amortization 12,643 49 359 909 13,960 Other expenses 12,128 — — 7,954 20,082 Operating income (loss) (2,211 ) 532 (109 ) (9,057 ) (10,845 ) Capital expenditures $ 11,882 $ 320 $ 10 $ 280 $ 12,492 Identifiable assets as of December 31, 2013 $ 192,225 $ 9,348 $ 6,759 $ 24,518 $ 232,850 |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2015 | |
Variable Interest Entities [Abstract] | |
Variable Interest Entities | Variable Interest Entities Our joint venture entities have been determined to be variable interest entities ("VIEs"), and RLHC has been determined to be the primary beneficiary of each VIE. Therefore, we consolidate the assets, liabilities, and results of operations of (1) RL Venture, (2) RLS Balt Venture, (3) RLS Atla Venture and (4) RLS DC Venture. See Note 2 for discussion of the significant judgments and assumptions made by us in determining whether an entity is a VIE and if we are the primary beneficiary and therefore must consolidate the VIE. See Note 9 for further discussion of the terms of the long-term debt at each of the joint venture 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 exert power over two of the entity's key activities (hotel operations and property renovations) and share power over the remaining key activities with Shelbourne. Further, Shelbourne does not have the unilateral ability to exercise kick-out rights, and (b) we have the obligation to absorb losses and right to receive benefits that could be significant to the entity through our 55% equity interest and management fees. As a result, we consolidate RL Venture. The equity interest owned by Shelbourne Falcon is reflected as noncontrolling interest in the consolidated financial statements. When ownership changes without a loss of control GAAP requires the difference between consideration received and the carrying amount of a noncontrolling interest to be recorded in equity. Accordingly, we recognized $12.4 million upon sale of the equity interests as a reduction to RLHC's additional paid in capital. Cash distributions are made periodically based on calculated distributable income. RL Venture made cash distributions of $5.9 million , of which we received $3.2 million , during the year ended December 31, 2015 . Refer to Note 9 for further discussion of the long-term debt of RL Venture. 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 had 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 managed 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 exert power over the entity's key activities (hotel operations and property renovations) and share power over the remaining key activities with Shelbourne. Further, Shelbourne does not have the unilateral ability to exercise kick-out rights, and (b) we have the obligation to absorb losses and right to receive benefits that could be significant to the entity through our 73% equity interest and management fees. As a result, we consolidate RLS Balt Venture. The equity interest owned by Shelbourne Falcon II is reflected as a noncontrolling interest in the consolidated financial statements. In October 2015, RLHC provided $1.5 million to RLS Balt Venture to fund renovations costs and for operating losses. This funding is not treated as a loan or as a capital contribution. Rather, it is a long-term obligation of RLS Balt Venture and would be repaid only when the Baltimore hotel property is sold or when RLS Balt Venture is liquidated. RLHC would receive the $1.5 million plus a preferred return of 11% , compounded annually, prior to any liquidation proceeds being returned to the members. In December 2015, Shelbourne Falcon II elected to purchase additional member interests of 5.876% based on an aggregate purchase price of $560,000 . With the sale of additional member interest without a corresponding change in control, $0.1 million was recognized as an increase in RLHC's additional paid in capital. Cash distributions are made periodically based on calculated distributable income. There were no cash distributions made during the year ended December 31, 2015 . Refer to Note 9 for further discussion of the long-term debt of RLS Balt Venture. RLS Atla Venture In September 2015, we formed a joint venture, RLS Atla Venture, with Shelbourne Falcon Big Peach Investors LLC ("Shelbourne Falcon III"), an entity led by Shelbourne. We own a 55% interest in the joint venture and Shelbourne Falcon III owns a 45% interest. RLH Atlanta LLC ("RLH Atlanta"), which is wholly-owned by RLS Atla Venture, owns a hotel adjacent to the Atlanta International Airport that is expected to open in the first quarter of 2016 as the Red Lion Hotel Atlanta International Airport. RLS Atla Venture is considered a variable interest entity because our voting rights are not proportional to our financial interest and substantially all of RLS Atla Venture's activities involve and are conducted on our behalf. We have determined that we are the primary beneficiary as (a) we exert power over the entity's key activities (hotel operations and property renovations) and share power over the remaining key activities with Shelbourne. Further, Shelbourne does not have the unilateral ability to exercise kick-out rights, and (b) we have the obligation to absorb losses and right to receive benefits that could be significant to the entity through our 55% equity interest and management fees. As a result, we consolidate RLS Atla Venture. The equity interest owned by Shelbourne Falcon III 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 year ended December 31, 2015 . Refer to Note 9 for further discussion of the long-term debt of RLS Atla Venture. RLS DC Venture In October 2015, we formed a joint venture, RLS DC Venture, with Shelbourne Falcon DC Investors LLC ("Shelbourne Falcon IV"), an entity led by Shelbourne. Initially, we owned an 86% interest in the joint venture, and Shelbourne Falcon IV owned a 14% interest. On October 29, 2015, RLH DC LLC ("RLH DC"), which is wholly-owned by RLS DC Venture, acquired 100% of The Quincy, an existing hotel business now operated as the Hotel RL Washington DC, in a business combination. The property is managed by RL Management. RLS DC Venture is considered a variable interest entity because our voting rights are not proportional to our financial interest, and substantially all of RLS DC Venture's activities involve and are conducted on our behalf. We have determined that we are the primary beneficiary as (a) we exert power over the entity's key activities (hotel operations and property renovations) and share power over the remaining key activities with Shelbourne. Further, Shelbourne does not have the unilateral ability to exercise kick-out rights, and (b) we have the obligation to absorb losses and right to receive benefits that could be significant to the entity through our equity interest and management fees. As a result, we consolidate RLS DC Venture. The equity interest owned by Shelbourne Falcon IV 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 year ended December 31, 2015 . As part of the organization of RLS DC Venture, Shelbourne Falcon IV had an option to purchase from us up to an additional 31% of the member interests. On February 3, 2016, Shelbourne Falcon IV elected to purchase from us an additional 15% of the member interests of RLS DC Venture, based on an aggregate purchase price of $1.5 million . Shelbourne Falcon IV, with a 29% member interest, is still considered a noncontrolling interest in the consolidated financial statements. With the sale of the additional member interest without a corresponding change in control $0.2 million was recognized as an increase in additional paid in capital in February 2016. As of February 29, 2016, Shelbourne Falcon IV still has the option to purchase from us an additional 16% of the member interests of RLS DC Venture. Refer to Note 9 for further discussion of the long-term debt of RLS DC Venture. The acquisition of The Quincy was treated as a business combination under U.S. GAAP. The purchase price was $22.7 million (net of cash acquired) and was allocated to the following assets and liabilities (in thousands): Fair Value Current assets Accounts receivable $ 176 Prepaid expenses and other 11 Total current assets 187 Property and equipment 22,500 Total assets acquired 22,687 Current liabilities Other accrued liabilities 36 Total liabilities assumed 36 Total net assets acquired $ 22,651 Our consolidated results of operations for this property for the year ended December 31, 2015 include revenue of $0.6 million , acquisition costs of $0.8 million and a pre-tax net loss of $1.4 million . The following unaudited supplemental pro forma results are based on the individual historical results of RLHC and The Quincy Hotel, with adjustments to give effect to the combined operations as if the acquisition had been consummated on January 1, 2014, (in thousands): Year Ended December 31 2015 2014 Revenues $ 147,929 $ 150,314 Net income attributable to Red Lion Hotels Corporation 3,220 940 The significant nonrecurring adjustment, net of the estimated tax impact, is the elimination from the supplemental pro forma net income of acquisition costs incurred by RLHC pre-acquisition totaling $0.8 million for the year ended December 31, 2015. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment used in continuing operations is summarized as follows (in thousands): December 31, 2015 2014 Buildings and equipment (1) $ 217,787 $ 182,273 Furniture and fixtures 32,821 31,910 Landscaping and land improvements 7,253 6,943 257,861 221,126 Less accumulated depreciation and amortization (123,084 ) (117,968 ) 134,777 103,158 Land 43,242 39,087 Construction in progress 17,371 18,165 Property and equipment, net $ 195,390 $ 160,410 (1) Capitalized interest included The table above excludes the property and equipment balances of assets held for sale. See Note 6 for further discussion. Impairments on property and equipment are summarized below: Impairment Recorded Year Ended December 31, Continuing Discontinued Year 2015 2014 2013 Operations Operations Sold (in millions) Red Lion Hotel Wenatchee $— $— $1.0 x 2015 Red Lion Hotel Canyon Springs — — 2.6 x 2014 Red Lion Hotel Yakima Center — — 0.7 x 2014 Red Lion Hotel & Conference Center Kelso/Longview — — 1.5 x 2014 Red Lion Hotel Pocatello — — 2.0 x 2014 Red Lion Hotel Eugene (1) — — 1.1 x 2014 (1) Closed operations |
Assets Held for Sale
Assets Held for Sale | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Assets Held for Sale | Assets Held for Sale There were no properties classified as assets held for sale as of December 31, 2015. The following properties were classified as assets held for sale as of December 31, 2014: 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 in 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 consolidated balance sheet as of December 31, 2014 are detailed in the table below (in thousands): 2014 Buildings and equipment $ 16,339 Furniture and fixtures 345 Landscaping and land improvements 1,948 18,632 Less accumulated depreciation (8,537 ) 10,095 Land 11,066 Construction in progress 12 Assets held for sale $ 21,173 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations There were no discontinued operations for the year ended December 31, 2015 . During 2014, we ceased the operation of the Red Lion Hotel Eugene in Eugene, Oregon when we assigned our leased to a third party. Accordingly, all operations of this property have been classified as discontinued operations for all periods presented. During 2013, we terminated a catering contract in Yakima, Washington. Accordingly, all operations under this contract have been classified as discontinued operations for all periods presented. Also during 2013, we closed on the sales of the Kalispell Center Mall property in Kalispell, Montana and the Red Lion Hotel Medford in Medford, Oregon and the Red Lion Hotel Sacramento at Arden Village. We no longer have continuing involvement in these properties; therefore the operations of these properties have been classified as discontinued operations for all periods presented. The following table summarizes the results of discontinued operations for the periods indicated (in thousands): Year ended December 31, 2014 2013 Revenues $ 133 $ 5,778 Operating expenses (290 ) (5,233 ) Hotel facility and land lease (30 ) (423 ) Depreciation and amortization — (187 ) Loss on asset dispositions — (1,073 ) Income tax (expense) benefit — (66 ) Loss from operations of discontinued business units (187 ) (1,204 ) Loss on disposal or impairment of the assets of discontinued business units (2 ) (773 ) Loss from discontinued operations $ (189 ) $ (1,977 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 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, GuestHouse, and Settle Inn & Suites brand names are identifiable, indefinite-lived intangible assets that represent the separable legal rights to tradenames and associated trademarks. We acquired the Red Lion brand name in a business combination we entered into in 2001. We purchased the GuestHouse and Settle Inn & Suites brand names from GuestHouse International LLC in April 2015 and have allocated $5.4 million of the final purchase price to the brand name. In the table below, the customer contracts represent the franchise license agreements acquired with the GuestHouse brand. We have allocated $3.4 million of the final purchase price to the customer contracts. 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 LLC using expected future payments discounted at risk-adjusted rates, both of which are Level 3 inputs. See Note 2 for additional information. Brand names and trademarks are considered to have indefinite lives. We assess goodwill and the other indefinite lived 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 years ended December 31, 2015 , 2014 or 2013 . The following table summarizes the balances of goodwill and other intangible assets (in thousands): December 31, 2015 2014 Goodwill $ 8,512 $ 8,512 Intangible assets Brand names $ 12,314 $ 6,878 Customer contracts 2,853 — Trademarks 134 134 Total intangible assets $ 15,301 $ 7,012 Goodwill and other intangible assets attributable to each of our business segments at December 31, 2015 and 2014 were as follows (in thousands): December 31, 2015 2014 Intangible Intangible Goodwill Assets Goodwill Assets Company operated hotels $ — $ 4,659 $ — $ 4,659 Franchised hotels 5,351 10,636 5,351 2,347 Entertainment 3,161 6 3,161 6 Total $ 8,512 $ 15,301 $ 8,512 $ 7,012 The following table summarizes the balances of amortized customer contracts (in thousands): December 31, 2015 2014 Historical cost $ 3,420 $ — Accumulated amortization (567 ) — Net carrying amount $ 2,853 $ — As of December 31, 2015 , estimated future amortization expenses related to intangible assets is as follows (in thousands): Year Ending December 31, Amount 2016 $ 627 2017 534 2018 435 2019 368 2020 309 Thereafter 580 Total $ 2,853 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt The current and non-current portions of long-term debt as of December 31, 2015 and 2014 are as follows: December 31, 2015 2014 Current Non-Current Current Non-Current RL Venture $ — $ 56,307 $ — $ — RL Baltimore — 13,300 — — RLH Atlanta — 6,000 — — RLH DC — 15,165 — — Wells Fargo — — — 30,528 Debentures due Red Lion Hotels Capital Trust — — — 30,825 Total debt — 90,772 — 61,353 Unamortized debt issuance costs — (3,215 ) — (2,372 ) Long-term debt net of debt issuance costs — 87,557 — 58,981 The collateral for each of the borrowings within the joint venture entities is the assets and proceeds of each respective entity. 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 owned by the subsidiaries. We drew $2.5 million during the year ended December 31, 2015 . At December 31, 2015 , there were unamortized debt issuance costs of $1.9 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 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 RLHC, 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 in the event of a voluntary bankruptcy filing involving RL Venture, any of its subsidiaries or the guarantors. RLHC has no other obligation to provide financial support to RL Venture. 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 December 31, 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 agreed to advance an additional $3.2 million to cover expenses related to improvements to the hotel. We drew $3.2 million during the year ended December 31, 2015 . At December 31, 2015 , there were unamortized debt issuance costs 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. The liability of RL Baltimore under the loan agreement is generally non-recourse. However, the lender may obtain a monetary judgment against RL Baltimore if the lender suffers losses under certain circumstances listed in the loan agreement, including but not limited to fraud, criminal activity, waste, misappropriation of revenues, and breach of environmental representations. RLHC has guaranteed these recourse obligations of RL Baltimore and agreed to customary reporting and operating covenants. We were in compliance with these covenants at December 31, 2015 . RLH Atlanta In September 2015, RLH Atlanta obtained a mortgage loan from PFP Holding Company IV LLC, an affiliate of Prime Finance, secured by a hotel adjacent to the Atlanta International Airport which is expected to open in the first quarter of 2016 as the Red Lion Hotel Atlanta International Airport. The initial principal amount of the loan was $6.0 million , and the lender has agreed to advance an additional $3.4 million to cover expenses related to improvements to the hotel. We drew no additional funds during the year ended December 31, 2015 . At December 31, 2015 , there were unamortized debt issuance costs of $0.2 million . The loan matures in September 2018 and has two one -year extension options. Interest under the advanced portions of the loan is payable monthly at LIBOR plus 6.35% . No principal payments are required during the initial term of the loan. 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. The liability of RLH Atlanta under the loan agreement is generally non-recourse. However, the lender may obtain a monetary judgment against RLH Atlanta if the lender suffers losses under certain circumstances listed in the loan agreement, including but not limited to fraud, criminal activity, waste, misappropriation of revenues, and breach of environmental representations. RLHC has guaranteed these recourse obligations of RLH Atlanta and agreed to customary reporting and operating covenants. We were in compliance with these covenants at December 31, 2015 . RLH DC In October 2015, RLH DC obtained a new mortgage loan from Pacific Western Bank secured by the Hotel RL Washington DC. The initial principal amount of the loan was $15.2 million , and the lender agreed to advance an additional $2.3 million to cover expenses related to improvements to the hotel. We drew no additional funds during the year ended December 31, 2015 . At December 31, 2015 , there were unamortized debt issuance costs of $0.5 million . The loan matures in October 2019 and has a one -year extension option. Interest under the advanced portions of the loan is payable monthly at LIBOR plus 4.55% . Fixed monthly principal payments begin in October 2018 in an amount that would repay the outstanding principal balance over a twenty-five year amortization period. 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. The liability of RLH DC under the loan agreement is generally non-recourse. However, the lender may obtain a monetary judgment against RLH DC if the lender suffers losses under certain circumstances listed in the loan agreement, including but not limited to fraud, criminal activity, waste, misappropriation of revenues, and breach of environmental representations. RLHC has guaranteed these recourse obligations of RLH DC and agreed to customary reporting and operating covenants. We were in compliance with these covenants at December 31, 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 $1.1 million "Loss on early retirement of debt" on the Consolidated Statements of Comprehensive Income (Loss) related to termination fees and write-off of the previously recorded unamortized debt issuance costs. 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 outstanding balance on the credit facility at the termination. Debentures In December 2015, Red Lion Hotels Capital Trust (the "Trust") redeemed $29.9 million of its issued and outstanding 9.5% Trust Preferred Securities and all $0.9 million of its issued and outstanding 9.5% Trust Common Securities for a total redemption price of $30.8 million . The redemptions occurred concurrently with our redemption of all $30.8 million of our 9.5% Junior Subordinated Debentures due 2044, all of which were held by the Trust. We recognized a $1.7 million "Loss on early retirement of debt" on the Consolidated Statement of Comprehensive Income (Loss) on the redemptions, primarily as the result of the write off of unamortized prepaid debt costs. Contractual maturities for long term debt outstanding at December 31, 2015, for the next five years, are summarized by the year as follows (in thousands): Year Ending December 31, Amount 2016 $ — 2017 1,162 2018 20,791 2019 68,819 2020 — Total $ 90,772 |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 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. We estimate the fair value of our interest rate caps via 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, which is a Level 2 input. Changes in fair value of these instruments are recognized in interest expense on the Consolidated Statements of Comprehensive Income (Loss). 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 caps the LIBOR reference rate at 4.0% . The cap expires in January 2018. At December 31, 2015 , the valuation of the interest rate cap resulted in the recognition of an asset totaling $5,000 , which is included in "Other assets, net" on the Consolidated Balance Sheet. RL Baltimore As required under our RL Baltimore 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 caps the LIBOR reference rate at 3.0% . The cap expires in May 2018. At December 31, 2015 , the valuation of the interest rate cap resulted in the recognition of an asset totaling $6,000 , which is included in "Other assets, net" on the Consolidated Balance Sheet. RLH Atlanta As required under our RLH Atlanta loan, we entered into an interest rate cap with SMBC Capital Markets, Inc. to cap our interest rate exposure. The cap had an original notional amount of $9.4 million and caps the LIBOR reference rate at 3.0% . The cap expires in September 2018. At December 31, 2015 , the valuation of the interest rate cap resulted in the recognition of an asset totaling $9,000 , which is included in "Other assets, net" on the Consolidated Balance Sheet. RLH DC As required under our RLH DC 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 $17.5 million and caps the LIBOR reference rate at 3.0% . The cap expires in November 2018. At December 31, 2015 , the valuation of the interest rate cap resulted in the recognition of an asset totaling $22,000 , 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 $2.8 million "Loss on early retirement of debt" on the Consolidated Statements of Comprehensive Income (Loss) $1.2 million resulted from the termination of the credit facility and the swap, including $0.2 million related specifically to the swap. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stockholders' Equity | Stockholders' Equity We are authorized to issue 50 million shares of common stock, par value $0.01 per share, and five million shares of preferred stock, par value $0.01 per share. As of December 31, 2015 , there were 20,051,145 shares of common stock issued and outstanding and no shares of preferred stock issued and outstanding. The board of directors has the authority, without action by the shareholders, to designate and issue preferred stock in one or more series and to designate the rights, preferences and privileges of each series, which may be greater than the rights of the common stock. Each holder of common stock is entitled to one vote for each share held on all matters to be voted upon by the shareholders with no cumulative voting rights. Holders of common stock are entitled to receive ratably the dividends, if any, that are declared from time to time by the board of directors out of funds legally available for that purpose. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate in the future. 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 December 31, 2015 , there were 34,711 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 December 31, 2015 , there were 814,238 shares of common stock available for issuance pursuant to future stock option grants or other awards under the 2015 plan. Stock based compensation expense reflects the fair value of stock based awards measured at grant date, including an estimated forfeiture rate, and is recognized over the relevant service period. For the years ended December 31, stock-based compensation expense is as follows: December 31, 2015 2014 2013 (In thousands) Restricted stock units $ 1,476 $ 930 $ 1,248 Unrestricted stock awards 437 507 554 ESPP 19 18 17 Total stock-based compensation $ 1,932 $ 1,455 $ 1,819 Stock-based compensation expense includes $0.3 million of expense recorded upon the separation of our former Executive Vice President and Chief Financial Officer in 2014 and $0.5 million of expense recorded upon the retirement of our former President and Chief Executive Officer in 2013. Stock Options Stock options issued are valued based upon the Black-Scholes option pricing model and we recognize this value as an expense over the periods in which the options vest. Use of the Black-Scholes option-pricing model requires that we make certain assumptions, including expected volatility, forfeiture rate, risk-free interest rate, expected dividend yield and expected life of the options, based on historical experience. Volatility is based on historical information with terms consistent with the expected life of the option. The risk free interest rate is based on the quoted daily treasury yield curve rate at the time of grant, with terms consistent with the expected life of the option. No stock options were granted in 2015 , 2014 or 2013 . There were no stock option expenses for 2015 , 2014 and 2013 . A summary of stock option activity for the year ended December 31, 2015 , is as follows: Number of Shares Weighted Average Exercise Price Balance, January 1, 2015 75,176 $ 10.27 Options granted — $ — Options exercised (3,500 ) $ 7.46 Options forfeited — $ — Balance, December 31, 2015 71,676 $ 10.41 Exercisable, December 31, 2015 71,676 $ 10.41 Additional information regarding stock options outstanding and exercisable as of December 31, 2015 , is presented below. Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (Years) Expiration Date Exercise Price Aggregate Intrinsic Value (1) Number Exercisable Exercise Price Aggregate Intrinsic Value (1) 8.74 40,836 2.39 2018 8.74 — 40,836 8.74 — 12.21 15,195 0.89 2016 12.21 — 15,195 12.21 — 13.00 15,645 1.38 2017 13.00 — 15,645 13.00 — 71,676 1.85 2016-2018 $ 10.41 $ — 71,676 $ 10.41 $ — ____________ (1) The aggregate intrinsic value is before applicable income taxes and represents the amount option recipients would have received if all options had been exercised on the last trading day of 2015 , based upon our closing stock price of $7.01 . Restricted Stock Units, Shares Issued as Compensation During 2015 , 2014 and 2013 , we granted 998,883 , 319,168 and 218,356 unvested restricted stock units, respectively, to executive officers and other key employees, which typically vest 25% each year for four years on each anniversary of the grant date. While all of the shares are considered granted, they are not considered issued or outstanding until vested. As of December 31, 2015 , 2014 and 2013 there were 1,224,920 , 398,513 and 303,749 unvested restricted stock units outstanding, respectively. Since we began issuing restricted stock units, approximately 22.1% of total restricted stock units granted have been forfeited. A summary of restricted stock unit activity for the year ended December 31, 2015 , is as follows: Number Weighted Balance, January 1, 2015 398,513 $ 7.32 Granted 998,883 $ 7.18 Vested (131,929 ) $ 5.39 Forfeited (40,547 ) $ 6.26 Balance, December 31, 2015 1,224,920 $ 6.95 131,929 shares of common stock were issued to employees in 2015 as their restricted stock units vested. Under the terms of the 2006 and 2015 plans and upon issuance, we authorized a net settlement of distributable shares to employees after consideration of individual employees' tax withholding obligations, at the election of each employee. The fair value of restricted stock that vested during 2015, 2014 and 2013 was approximately $1.0 million , $0.7 million and $1.1 million , respectively. During 2015 , 2014 and 2013 , we recognized approximately $1.5 million , $0.9 million and $1.2 million , respectively, in compensation expense related to these grants, and expect to record an additional $5.7 million in compensation expense over the remaining weighted average vesting periods of approximately 38 months. Unrestricted Stock Awards Unrestricted stock awards are granted to members of our Board of Directors as part of their compensation. Awards are fully vested and expensed when granted. The fair value of unrestricted stock awards is the market close price of our common stock on the date of the grant. The following table summarizes unrestricted stock award activity for the years ended December 31: 2015 2014 2013 Shares of unrestricted stock granted 60,499 88,363 86,898 Weighted average grant date fair value per share $ 7.18 $ 5.71 $ 6.39 Employee Stock Purchase Plan In 2008, we adopted a new employee stock purchase plan ("ESPP") upon expiration of our previous plan. Under the ESPP, 300,000 shares of common stock are authorized for purchase by eligible employees at a 15% discount through payroll deductions. No employee may purchase more than $25,000 worth of shares, or more than 10,000 total shares, in any calendar year. As allowed under the 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 2015 , 2014 and 2013 , there were 22,037 , 14,427 and 13,765 shares, respectively, issued, and approximately $19,000 , $18,000 and $17,000 was recorded in compensation expense related to the discount associated with the plan in each year, respectively. 2015 2014 2013 Shares of stock sold to employees 22,037 14,427 13,765 Weighted average fair value per ESPP award $ 5.03 $ 4.84 $ 5.99 Warrants In January 2015, in connection with Shelbourne Falcon’s purchase of equity interests in RL Venture, we issued Shelbourne warrants to purchase 442,533 shares of common stock. The warrants have a five year term from the date of issuance and a per share exercise price of $6.78 . The warrants have been classified as equity due to required share settlement upon exercise. Accordingly, the estimated fair value of the warrants was recorded in additional paid in capital upon issuance, and we do not recognize subsequent changes in fair value in our financial statements. As of December 31, 2015 all warrants were still outstanding. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Major components of the income tax expense (benefit) from continuing operations for the years ended December 31, 2015 , 2014 and 2013 , are as follows (in thousands): December 31, 2015 2014 2013 Current: Federal benefit $ — $ — $ (17 ) State expense 26 25 32 Deferred (benefit) expense 59 6 (766 ) Income tax (benefit) expense 85 31 (751 ) Less: tax benefit of discontinued operations — — (66 ) Income tax (benefit) expense from continuing operations $ 85 $ 31 $ (817 ) The differences between income taxes expected at the U.S. federal statutory income tax rate of 34 percent and the reported income tax (benefit) expense are summarized as follows (in thousands, except percentages): December 31, 2015 2014 2013 Amount % Amount % Amount % (Benefit) expense provision at federal statutory rate $ 1,394 34.0 % $ 858 34.0 % $ (6,051 ) -34.0 % State tax (benefit) expense 3 0.1 % 23 0.9 % (365 ) -2.0 % Effect of tax credits (152 ) -3.7 % (173 ) -6.9 % (433 ) -2.4 % Non-controlling interest (441 ) 10.7 % — — % — — % Other 131 3.2 % 286 11.3 % 205 1.1 % Valuation allowance (850 ) -20.7 % (963 ) -38.2 % 5,893 33.1 % Income tax (benefit) expense 85 2.2 % 31 1.2 % (751 ) -4.2 % Effect of discontinued operations — — % — — % (66 ) — % Income tax (benefit) expense from continuing operations $ 85 2.2 % $ 31 1.2 % $ (817 ) -5.1 % Significant components of the net deferred tax assets and liabilities at December 31, 2015 and 2014 , are as follows (in thousands): December 31, 2015 2014 Assets Liabilities Assets Liabilities Property and equipment $ — $ 2,293 $ — $ 11,889 Brand name — 2,461 — 2,485 Other intangible assets — 158 — 208 RL Venture — 2,924 — — RL Baltimore — 71 — — RLH DC 271 — — — Gain on sale leaseback 474 — 1,079 — Tax credit carryforwards 4,630 — 4,484 — Federal and state net operating losses 6,482 — 10,250 — Other 1,054 — 872 — Valuation allowance (7,876 ) — (4,916 ) — Total $ 5,035 $ 7,907 $ 11,769 $ 14,582 At December 31, 2015 and 2014 , we had federal gross operating loss carryforwards of approximately $16.4 million and $27.3 million , respectively; state gross operating loss carryforwards of approximately $18.9 million and $20.5 million , respectively; and federal and state tax credit carryforwards of approximately $4.6 million and $4.5 million , respectively. The federal net operating loss carryforwards will expire beginning in 2033 , and the state net operating loss carryforwards will expire beginning in 2017 ; the tax credit carryforwards will begin to expire in 2024 . We assess the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2015 . Such objective evidence limits the ability to consider other subjective evidence such as our projections for future growth. On the basis of this evaluation, as of December 31, 2015 , a valuation allowance of $7.9 million has been recorded to reduce deferred tax assets to an amount that is more likely than not to be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted if objective negative evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence such as our projections for growth. Should we determine we will be able to realize our deferred tax assets, the tax benefits relating to any reversal of the valuation allowance will be accounted for as a reduction of income tax expense. A summary of our valuation allowance activity for the years ended December 31 is as follows (in thousands): Valuation Allowance (1) Balances, January 1, 2013 $ — Increase during period 5,893 Balances, December 31, 2013 5,893 Decrease during period (977 ) Balances, December 31, 2014 4,916 Increase during period 2,960 Balances, December 31, 2015 $ 7,876 (1) The change in the valuation allowance shown in this table does not correspond to the annual valuation allowance amounts show in the rate reconciliation table for the years 2014 and 2015 due to items required to be recognized through equity. We classify any interest expense and penalties related to tax positions and any interest income on tax overpayments as components of income tax expense. We recognize the financial statement effect of a tax position when it is more likely than not to be sustained on the basis of its technical merits. We have no material uncertain tax positions at December 31, 2015 and 2014 , and do not anticipate a significant change in any unrecognized tax benefits over the next twelve months. Accordingly, we have not provided for any unrecognized tax benefits or related interest and penalties. We account for penalties and interest related to unrecognized tax benefits as a component of income tax expense. With limited exception, we are no longer subject to U.S. federal, state and local income tax examinations by taxing authorities for years prior to 2012. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Estimated fair values of financial instruments (in thousands) are shown in the table below. The carrying amounts for cash and cash equivalents and accounts receivable are reasonable estimates of their fair values due to their short maturities. The carrying amounts for short-term investments are reasonable estimates of their fair values due to interest rates which are variable in nature and a put provision at par plus accrued interest. 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 were valued at the closing price on December 31, 2014 , of the underlying trust preferred securities on the New York Stock Exchange, which was a directly observable Level 1 input. Fair values of interest rate caps and swaps are valued using interest rate yield curves, which are Level 2 inputs. 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. December 31, 2015 2014 Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Cash and cash equivalents and restricted cash $ 35,202 $ 35,202 $ 5,351 $ 5,351 Short-term investments 18,085 18,085 — — Accounts receivable 8,164 8,164 6,752 6,752 Notes receivable 2,605 2,605 5,284 5,284 Interest rate caps 42 42 — — Interest rate swaps — — 180 180 Financial liabilities: Total debt 90,772 94,029 30,528 30,683 Debentures — — 30,825 31,639 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2015 , 2014 and 2013 (in thousands, except per share amounts): Year ended December 31, 2015 2014 2013 Numerator - basic and diluted: Income (loss) from continuing operations $ 4,016 $ 2,492 $ (15,070 ) Less net income or loss attributable to noncontrolling interest (1,297 ) — — Income (loss) from continuing operations attributable to Red Lion Hotels Corporation 2,719 2,492 (15,070 ) Loss from discontinued operations — (189 ) (1,977 ) Net income (loss) attributable to Red Lion Hotels Corporation $ 2,719 $ 2,303 $ (17,047 ) Denominator: Weighted average shares - basic 19,983 19,785 19,575 Weighted average shares - diluted 20,200 19,891 19,575 Earnings (loss) per share - basic Income (loss) from continuing operations attributable to Red Lion Hotels Corporation $ 0.14 $ 0.13 $ (0.77 ) Loss from discontinued operations $ — $ (0.01 ) $ (0.10 ) Net income (loss) attributable to Red Lion Hotels Corporation $ 0.14 $ 0.12 $ (0.87 ) Earnings (loss) per share - diluted Income (loss) from continuing operations attributable to Red Lion Hotels Corporation $ 0.13 $ 0.13 $ (0.77 ) Loss from discontinued operations $ — $ (0.01 ) $ (0.10 ) Net income (loss) attributable to Red Lion Hotels Corporation $ 0.13 $ 0.12 $ (0.87 ) At December 31, 2015 , all of the 71,676 options to purchase common shares, 1,045,391 of the 1,224,920 restricted stock units outstanding, and 404,346 of the 442,533 warrants to purchase common shares were not included in the diluted per share calculation as they were antidilutive. At December 31, 2014 , all of the 75,176 options to purchase common shares and 293,786 of the 398,513 restricted stock units outstanding were not included in the diluted per share calculation as they were antidilutive. At December 31, 2013 all of the 167,607 options to purchase common shares and all of the 303,749 restricted stock units outstanding as of that date were considered antidilutive in the period. These stock-based awards could be dilutive in future periods. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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. |
Operating Lease Commitments
Operating Lease Commitments | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Operating Lease Commitments | Operating Lease Commitments The table below summarizes the terms of the leases, including extension periods at our option, as of December 31, 2015 : Property Expiration date of lease Extension periods Red Lion River Inn October 2018 Three renewal terms of five years each Red Lion Hotel Seattle Airport (1) December 2024 One renewal term of five years Red Lion Anaheim April 2021 17 renewal terms of five years each Red Lion Hotel Kalispell April 2028 Three renewal terms of five years each Corporate headquarters September 2017 None Denver Design Center February 2020 One renewal term of five years Hotel RL Washington DC (1) December 2080 None (1) Ground lease only Total future minimum payments due under all current term operating leases at December 31, 2015 , are as indicated below (in thousands): Year Ending December 31, 2016 $ 5,359 2017 5,226 2018 4,637 2019 4,024 2020 3,929 Thereafter 65,924 Total $ 89,099 Total rent expense from continuing operations, under leases for the years ended December 31, 2015 , 2014 and 2013 was $6.6 million , $5.2 million , and $4.5 million , respectively, shown as hotel facility and land lease expense on our consolidated statements of comprehensive income (loss). |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 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 year ended December 31, 2015 , Shelbourne Falcon earned $374,000 . 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 year ended December 31, 2015 , RL Venture paid $122,000 of this fee. In May 2015, we entered into a management agreement with the owner (the LLC entity) of Red Lion Hotel Woodlake Conference Center Sacramento (a franchised property). A member of our board of directors is a 50% owner of the entity that serves as the manager member of the LLC entity. During the year ended December 31, 2015 , we recognized management fee and brand marketing fee revenue from the LLC entity of $129,000 . |
Parent Company Financial Statem
Parent Company Financial Statements (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Parent Company Financial Statements | Parent Company Financial Statements RED LION HOTELS CORPORATION CONDENSED BALANCE SHEET (Parent Company Only) December 31, 2015 and 2014 2015 2014 In thousands ASSETS Current assets: Cash and cash equivalents $ 16,672 $ 5,126 Restricted cash 326 225 Short-term investments 18,085 — Accounts receivable, net 8,665 6,752 Notes receivable 929 2,944 Inventories 224 1,013 Prepaid expenses and other 1,068 3,671 Assets held for sale — 21,173 Total current assets 45,969 40,904 Investment in Subsidiaries 49,902 — Property and equipment, net 31,644 160,410 Goodwill 8,512 8,512 Intangible assets, net 15,301 7,012 Notes receivable, long term 1,676 2,340 Other assets, net 2,519 2,132 Total assets $ 155,523 $ 221,310 LIABILITIES Current liabilities: Accounts payable $ 2,085 $ 2,952 Accrued payroll and related benefits 4,400 4,567 Other accrued entertainment liabilities 9,211 5,625 Other accrued liabilities 1,637 2,547 Deferred income taxes — 2,778 Total current liabilities 17,333 18,469 Long-term debt, due after one year, net of debt issuance costs — 58,981 Deferred income 1,326 2,988 Deferred income taxes 2,872 35 Total liabilities 21,531 80,473 Commitments and contingencies STOCKHOLDERS’ EQUITY Red Lion Hotels Corporation stockholders' equity Preferred stock — — Common stock 201 198 Additional paid-in capital, common stock 143,901 153,671 Accumulated other comprehensive income (loss), net of tax — (203 ) Retained earnings (accumulated deficit) (10,110 ) (12,829 ) Total stockholders’ equity 133,992 140,837 Total liabilities and stockholders’ equity $ 155,523 $ 221,310 The accompanying notes are an integral part of these condensed financial statements. RED LION HOTELS CORPORATION CONDENSED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Parent Company Only) For the Years Ended December 31, 2015 , 2014 and 2013 2015 2014 2013 (In thousands) Revenue: Company operated hotels $ 44,778 $ 118,616 $ 120,391 Other revenues from managed properties 28,847 — — Franchised hotels 12,039 9,618 7,136 Entertainment 11,057 17,115 9,439 Other 51 77 341 Total revenues 96,772 145,426 137,307 Operating expenses: Company operated hotels 34,965 94,241 97,831 Other costs from managed properties 28,847 — — Franchised hotels 11,233 7,004 6,555 Entertainment 10,118 14,785 9,189 Other 35 318 535 Depreciation and amortization 5,087 12,762 13,960 Hotel facility and land lease 6,335 5,210 4,464 Asset Impairment — — 7,785 Loss (gain) on asset dispositions, net (17,838 ) (4,006 ) (112 ) General and administrative expenses 9,819 8,353 7,945 Total operating expenses 88,601 138,667 148,152 Operating income (loss) 8,171 6,759 (10,845 ) Other income (expense): Interest expense (2,882 ) (4,575 ) (5,516 ) Gain (loss) on early retirement of debt (2,847 ) — — Equity in income of subsidiaries (496 ) — — Other income, net 858 339 474 Other income (expense) (5,367 ) (4,236 ) (5,042 ) Income (loss) before taxes 2,804 2,523 (15,887 ) Income tax expense (benefit) 85 31 (817 ) Net income (loss) from continuing operations 2,719 2,492 (15,070 ) Discontinued operations Loss from discontinued business units, net of income tax benefit — (187 ) (1,204 ) Loss on disposal of the assets of the discontinued business units, net of income tax benefit — (2 ) (773 ) Net income (loss) from discontinued operations — (189 ) (1,977 ) Net income (loss) 2,719 2,303 (17,047 ) Comprehensive income (loss) Unrealized gains (losses) on cash flow hedge, net of tax — (44 ) (159 ) Comprehensive income (loss) attributable to Red Lion Hotels Corporation $ 2,719 2,259 (17,206 ) The accompanying notes are an integral part of these condensed financial statements. RED LION HOTELS CORPORATION CONDENSED STATEMENTS OF CASH FLOWS (Parent Company Only) For the Years Ended December 31, 2015 , 2014 , and 2013 2015 2014 2013 (In thousands) Operating activities: Net income (loss) $ 2,719 $ 2,303 $ (17,047 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 5,087 12,762 14,147 Amortization of debt issuance costs 8 124 100 (Gain) loss on disposition of property, equipment and other assets, net (17,841 ) (4,006 ) 660 Loss on early retirement of debt 2,763 — — Asset impairment — — 8,858 Deferred income taxes 59 6 (764 ) Equity in investments 551 36 53 Stock based compensation expense 1,932 1,455 1,819 Provision for doubtful accounts 618 170 110 Change in current assets and liabilities: Restricted cash for interest payments and other (101 ) (225 ) 2,417 Accounts receivable (3,028 ) (635 ) (711 ) Notes receivable (167 ) (153 ) — Inventories 304 198 (152 ) Prepaid expenses and other 744 (890 ) (230 ) Accounts payable (820 ) (1,811 ) (1,261 ) Other accrued liabilities 2,761 1,399 (912 ) Net cash provided by (used in) operating activities (4,411 ) 10,733 7,087 Investing activities: Capital expenditures (3,921 ) (24,891 ) (13,193 ) Purchase of GuestHouse International assets (8,856 ) — — Purchases of interests in investments in joint venture entities (18,049 ) — — Sales of interests in investments to joint venture partners 80,734 — — Distributions from investments in joint ventures 3,224 — — Proceeds from disposition of property and equipment 38,679 17,316 16,025 Proceeds from redemption of trust common securities 909 — — Collection of notes receivable related to property sales 3,509 1,914 3,706 Advance note receivable (652 ) — — Purchases of short-term investments (18,720 ) — — Sales of short-term investments 635 — — Other, net 28 61 (97 ) Net cash provided by (used in) investing activities 77,520 (5,600 ) 6,441 Financing activities: Borrowings on long-term debt — — 44,500 Repayment of long-term debt (30,528 ) (12,973 ) (38,878 ) Repayment of credit facility — — (11,300 ) Repayment of debentures to Red Lion Hotels Capital Trust (30,825 ) — — Debt issuance costs — (6 ) (957 ) Reduction of additional paid in capital for canceled restricted stock units (347 ) (155 ) (303 ) Other, net 137 69 (9 ) Net cash used in financing activities (61,563 ) (13,065 ) (6,947 ) Change in cash and cash equivalents: Net increase (decrease) in cash and cash equivalents 11,546 (7,932 ) 6,581 Cash and cash equivalents at beginning of year 5,126 13,058 6,477 Cash and cash equivalents at end of year $ 16,672 $ 5,126 $ 13,058 The accompanying notes are an integral part of these condensed financial statements. RED LION HOTELS CORPORATION (Parent Company Only) NOTES TO CONDENSED FINANCIAL STATEMENTS A. Organization Principles of Consolidation The condensed parent company only financial statements include only the accounts of Red Lion Hotels Corporation (the Company) and its wholly-owned subsidiaries. Investments in the Company's joint venture entities are accounted for under the equity method in these condensed financial statements. Wholly-owned subsidiaries: • Red Lion Hotels Holdings, Inc. • Red Lion Hotels Franchising, Inc. • Red Lion Hotels Management, Inc. ("RL Management") • Red Lion Hotels Limited Partnership Joint venture entities: • RL Venture LLC • RLS Atla Venture LLC • RLS Balt Venture LLC • RLS DC Venture LLC Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted since this information is included in the Company’s consolidated financial statements included elsewhere in this Form 10-K. B. 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. The table below summarizes the terms of the Company's operating leases, including extension periods at our option, as of December 31, 2015 : Property Expiration date of lease Extension periods Red Lion River Inn October 2018 Three renewal terms of five years each Red Lion Hotel Seattle Airport (1) December 2024 One renewal term of five years Red Lion Anaheim April 2021 17 renewal terms of five years each Red Lion Hotel Kalispell April 2028 Three renewal terms of five years each Corporate headquarters September 2017 None Denver Design Center February 2020 One renewal term of five years (1) Ground lease only Total future minimum payments due under all current term operating leases at December 31, 2015 , are as indicated below (in thousands): Year Ending December 31, 2016 $ 4,393 2017 4,260 2018 3,672 2019 3,059 2020 2,964 Thereafter 7,986 Total $ 26,334 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements 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") and include all accounts and wholly and majority-owned subsidiaries' accounts. All significant inter-company and inter-segment transactions and accounts have been eliminated upon consolidation. The financial statements encompass the accounts of Red Lion Hotels Corporation and all of its consolidated subsidiaries, including: Wholly-owned subsidiaries: • Red Lion Hotels Holdings, Inc. • Red Lion Hotels Franchising, Inc. • Red Lion Hotels Management, Inc. ("RL Management") • Red Lion Hotels Limited Partnership Joint venture entities: • RL Venture LLC ("RL Venture") in which we hold a 55% member interest • RLS Atla Venture LLC ("RLS Atla Venture") in which we hold a 55% member interest • RLS Balt Venture LLC ("RLS Balt Venture") in which we hold a 73% member interest • RLS DC Venture LLC ("RLS DC Venture") in which we hold a 71% member interest (effective as of February 2016, see Note 4 of Notes to Consolidated Financial Statements) |
Cash and Cash Equivalents | Cash and Cash Equivalents All highly liquid investments purchased with an original maturity of three months or less are considered to be cash equivalents. At times, cash balances at banks and other financial institutions may be in excess of federal insurance limits. |
Restricted Cash | Restricted Cash In accordance with our various borrowing arrangements, at December 31, 2015 cash of $11.3 million was held primarily as reserves for debt service (interest only), property improvements and other requirements from the lenders. |
Short-Term Investments | Short-Term Investments Short-term investments consist of variable rate demand notes with maturities that range from two to thirty-five years . They are all classified as available-for-sale and have been classified as short term as the investments contain options which allow us to put them to the trustee with one day to one week's notice. The carrying amounts are reasonable estimates of their fair values due to interest rates which are variable in nature and the put provision at par plus accrued interest. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The ability to collect individual accounts receivable is reviewed on a routine basis. An allowance for doubtful accounts is recorded based on specifically identified amounts believed to be uncollectible. If actual collection experience changes, revisions to the allowance may be required and if all attempts to collect a receivable fail, it is recorded against the allowance. The estimate of the allowance for doubtful accounts is impacted by, among other things, national and regional economic conditions. |
Inventories | Inventories Inventories consist primarily of food and beverage products held for sale at the company-operated restaurants and guest supplies. Inventories are valued at the lower of cost, determined on a first-in, first-out basis, or net realizable value. |
Prepaid and other expenses | Prepaid and other expenses Prepaid and other expenses include prepaid insurance and taxes and deposits. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. The cost of improvements that extend the life of property and equipment is capitalized. Repairs and maintenance charges are expensed as incurred. |
Valuation of Definite Lived Intangibles and Long-Lived Assets | Valuation of Long-Lived Assets We test long-lived asset groups for recoverability when changes in circumstances indicate the carrying value may not be recoverable, for example, when there are material adverse changes in projected revenues or expenses, significant underperformance relative to historical or projected operating results, or significant negative industry or economic trends. We also perform a test for recoverability when management has committed to a plan to sell or otherwise dispose of an asset group. We evaluate recoverability of an asset group by comparing its carrying value to the future net undiscounted cash flows that we expect will be generated by the asset group. If the comparison indicates that the carrying value of an asset group is not recoverable, we recognize an impairment loss for the excess of carrying value over the estimated fair value. When we recognize an impairment loss for assets to be held and used, we depreciate the adjusted carrying amount of those assets over their remaining useful life. We base our calculations of the estimated fair value of an asset group on the income approach or the market approach. The assumptions and methodology utilized for the income approach are the same as those described in the "Goodwill and Intangible Assets" caption. For the market approach, we use analyses based primarily on market comparables, recent appraisals and assumptions about market capitalization rates, growth rates, and inflation. |
Variable Interest Entities | Variable Interest Entities We analyze the investments we make in joint venture entities based on the accounting guidance for variable interest entities or "VIEs”. These joint ventures are evaluated to determine whether (1) sufficient equity at risk exists for the legal entity to finance its activities without additional subordinated financial support or, (2) as a group, the holders of the equity investment at risk lack one of the following characteristics (a) the power, through voting or similar rights, to direct the activities of the legal entity that most significantly impact the entity’s economic performance or, (b) the obligation to absorb the expected losses of the legal entity or (c) the right to receive expected residual returns of the legal entity, or (3) the voting rights of some equity investors are not proportional to their obligations to absorb the losses or the right to receive benefits and substantially all of the activities either involve or are conducted on behalf of an investor with disproportionately few voting rights. If any one of the above three conditions are met then the joint venture entities are considered to be VIEs. We consolidate the results of any such VIE in which we determine that we have a controlling financial interest. We would have a “controlling financial interest” (i.e., be deemed the primary beneficiary) in such an entity if we had both the power to direct the activities that most significantly affect the VIE’s economic performance and the obligation to absorb the losses of, or right to receive the benefits from, the VIE that could be potentially significant to the VIE. |
Business Combinations | Business Combinations On the date of acquisition, the assets acquired, liabilities assumed, and any noncontrolling interests in the acquiree are recorded at their fair values. The acquiree's results of operations are also included as of the date of acquisition in our consolidated results. Intangible assets that arise from contractual/legal rights, or are capable of being separated are measured and recorded at fair value, and amortized over the estimated useful life. If practicable, assets acquired and liabilities assumed arising from contingencies are measured and recorded at fair value. If not practicable, such assets and liabilities are measured and recorded when it is probable that a gain or loss has occurred and the amount can be reasonably estimated. The residual balance of the purchase price, after fair value allocations to all identified assets and liabilities, represents goodwill. Acquisition-related costs are expensed as incurred. Restructuring costs associated with an acquisition are generally expensed in periods subsequent to the acquisition date, and changes in deferred tax asset valuation allowances and acquired income tax uncertainties, including penalties and interest, after the measurement period are recognized as a component of the provision for income taxes. Our acquisitions may include contingent consideration, which require us to recognize the fair value of the estimated liability at the time of the acquisition. Subsequent changes in the estimate of the amount to be paid under the contingent consideration arrangement are recognized in the consolidated statements of comprehensive income (loss). Cash payments for contingent or deferred consideration up to the amount of liability recognized on the acquisition date are classified within cash flows from financing activities within the consolidated statements of cash flows and any excess is classified as cash flows from operating activities. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill and intangible assets may result from our business acquisitions. Intangible assets may also result from the purchase of assets and intellectual property in a transaction that does not qualify as a business combination. We use estimates, including estimates of useful lives of intangible assets, the amount and timing of related future cash flows, and fair values of the related operations, in determining the value assigned to goodwill and intangible assets. Our finite-lived intangible assets are amortized over their expected useful lives based on estimated discounted cash flows. Our brand name and trademark assets are considered indefinite-lived intangible assets and are not subject to amortization. Finite-lived intangible assets are tested for impairment at the asset group level when events or changes in circumstances indicate the carrying value may not be recoverable. Indefinite-lived intangible assets are tested for impairment annually, when events or changes in circumstances indicate the asset may be impaired, or at the time when their useful lives are determined to be no longer indefinite. Goodwill is assigned to our reporting units based on the expected benefit from the synergies arising from each business combination, determined by using certain financial metrics, including the forecast discounted cash flows associated with each reporting unit. The reporting units are aligned with our reporting segments. We test goodwill for impairment each year as of October 1, or more frequently should a significant impairment indicator occur. As part of the impairment test, we may elect to perform an assessment of qualitative factors. If this qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit, including goodwill, is less than its carrying amount, or if we elect to bypass the qualitative assessment, we would then proceed with the two-step impairment test. The impairment test involves comparing the fair values of the reporting units to their carrying amounts. If the carrying amount of a reporting unit exceeds its fair value, a second step is required to measure the goodwill impairment loss amount. This second step determines the current fair values of all assets and liabilities of the reporting unit and then compares the implied fair value of the reporting unit's goodwill to the carrying amount of that goodwill. If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess. Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. We forecast discounted future cash flows at the reporting unit level using risk-adjusted discount rates and estimated future revenues and operating costs, which take into consideration factors, such as expectations of competitive and economic environments. We also identify similar publicly traded companies and develop a correlation, referred to as a multiple, to apply to the operating results of the reporting units. These combined fair values are then reconciled to the aggregate market value of our common stock on the date of valuation, while considering a reasonable control premium. |
Assets Held for Sale | Assets Held for Sale We consider a property to be an asset held for sale when all of the following criteria are met: • management commits to a plan to sell the property; • it is unlikely that the disposal plan will be significantly modified or discontinued; • the property is available for immediate sale in its present condition; • actions required to complete the sale of the property have been initiated; • sale of the property is probable, we expect the completed sale will occur within one year; and • the property is actively being marketed for sale at a price that is reasonable given its current market value. Upon designation as an asset held for sale, we record the carrying value of each property at the lower of its carrying value or its estimated fair value, less estimated costs to sell, and cease depreciation. For information on the assets classified as held for sale, see Note 6. |
Notes Receivable | Notes Receivable We carry notes receivable at their estimated collection amount, and they are classified as either current or noncurrent depending on the expected collection date. Interest income on notes receivable is recognized using the interest method. |
Other Assets | Other Assets Other assets primarily consist of key money arrangements with franchisees. 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. |
Fair Value Measurements | Fair Value Measurements 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. |
Deferred Income | Deferred Income In 2003, we sold a hotel to an unrelated party in a sale-operating leaseback transaction. The pre-tax gain on the transaction of approximately $7.0 million was deferred and is being amortized into income over the period of the lease term, which expires in November 2018 and is renewable for three , five -year terms at our option. During 2015 , 2014 and 2013 , we recognized income of approximately $0.5 million each year for the amortization of the deferred gain. The remaining balance at December 31, 2015 , was $1.3 million . |
Income Taxes | Income Taxes We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning, and results of recent operations. At December 31, 2015 and 2014 , a valuation allowance has been recorded to reduce our deferred tax assets to an amount that is more likely than not to be realized. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. We classify any interest expense and penalties related to underpayment of taxes and any interest income on tax overpayments as components of income tax expense. We record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process whereby (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. See Note 12. |
Revenue Recognition and Receivables | Revenue Recognition Revenue is generally recognized as services are provided. When payments from customers are received before services have been performed, the amount received is recorded as deferred revenue until the service has been completed. We recognize revenue from the following sources: • Company-Operated Hotels - Room rental and food and beverage sales from majority owned and leased hotels and management fees from hotels under management contract. Revenues are recognized when services have been performed, generally at the time of the hotel stay or guests visit to the restaurant and at the time the management services are provided. We recognize other revenue and costs from managed properties when we incur the related reimbursable costs. These costs primarily consist of payroll and related expenses at managed properties where we are the employer. As these costs have no added markup, the revenue and related expense have no impact on either our operating or net income. • Franchised Hotels - Fees received in connection with the franchise and marketing of our brand names. Franchise revenues are recognized as earned in accordance with the contractual terms of the franchise agreements. • Entertainment - Online ticketing services, ticketing inventory management systems, promotion of Broadway-style shows and other special events. Where we act as an agent and receive a net fee or commission, revenue is recognized in the period the services are performed. When we are the promoter of an event and are at-risk for the production, revenues and expenses are recorded in the period of the event performance. |
Advertising and Promotion | Advertising and Promotion Costs associated with advertising and promotional efforts are generally expensed as incurred. During the years ended December 31, 2015 , 2014 and 2013 , we incurred approximately $4.9 million , $3.4 million and $3.9 million , respectively, in advertising expense from continuing operations. |
Basic and Diluted Earnings (Loss) Per Share | Basic and Diluted Earnings (Loss) Per Share Basic earnings (loss) per share attributable to Red Lion Hotels Corporation is computed by dividing income (loss) by the weighted-average number of shares outstanding during the period. Diluted earnings (loss) per share attributable to Red Lion Hotels Corporation gives effect to all dilutive potential shares that are outstanding during the period and include outstanding stock options, other outstanding employee equity grants and warrants, by increasing the weighted-average number of shares outstanding by their effect. When we report a net loss during the period, basic and diluted earnings (loss) per share are the same. See Note 14. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could materially differ from those estimates. |
Reclassifications | Reclassifications Certain amounts disclosed in prior period financial statements have been reclassified to conform to the current period presentation. Except as otherwise noted, these reclassifications had no effect on reported income/losses, cash flows, total assets, or stockholders' equity as previously reported. |
New and Recent Accounting Pronouncements | New and 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, 2017, 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 continuing our evaluation of 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 will become effective for us beginning January 1, 2016. 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. The adoption of this new standard is not expected to have a material impact on our financial condition or results of operations. 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. 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 issuance costs. 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 will become effective for us beginning January 1, 2016. Upon adoption, this ASU is not expected to have a material impact on our financial condition or results of operations. During November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes , which simplifies the presentation of deferred income taxes. This ASU requires that deferred tax assets and liabilities be classified as non-current in a statement of financial position. We early adopted ASU 2015-17 effective October 1, 2015 on a prospective basis. Adoption of this ASU resulted in a reclassification of our net current deferred tax liability to the net non-current deferred tax liability in our Consolidated Balance Sheet as of December 31, 2015. No prior periods were adjusted. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are currently evaluating the impact of our pending adoption of the new standard on our consolidated financial statements. We have assessed the potential impact of other recently issued, but not yet effective, accounting standards and determined that the provisions are either not applicable to us or are not anticipated to have a material impact on our consolidated financial statements. |
Organization (Tables)
Organization (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Properties | A summary of our properties as of December 31, 2015 is provided below: Hotels Total Available Rooms Company operated hotels Majority owned and consolidated 14 2,761 Leased 4 867 Managed 2 361 Franchised hotels 104 10,868 Total systemwide 124 14,857 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Alowance for Doubtful Accounts | The following schedule summarizes the activity in the allowance account for trade accounts receivable for the past three years for continuing operations: Year ended December 31, 2015 2014 2013 (In thousands) Allowance for doubtful accounts, continuing operations Balance, beginning of year $ 303 $ 132 $ 98 Additions to allowance 538 244 95 Write-offs, net of recoveries (184 ) (73 ) (61 ) Balance, end of year $ 657 $ 303 $ 132 |
Schedule of Property, Plant, and Equipment, Estimated Useful Life | Depreciation is provided using the straight-line method over the estimated useful life of each asset, which ranges as follows: Buildings 25 to 39 years Equipment 2 to 15 years Furniture and fixtures 2 to 15 years Landscaping and improvements 15 years |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Selected financial information is provided below (in thousands): Year ended December 31, 2015 Company Operated Hotels Franchised Hotels Entertainment Other Total Revenue $ 119,773 $ 12,039 $ 11,057 $ 51 $ 142,920 Segment operating expenses $ 95,643 $ 11,233 $ 10,118 $ 35 $ 117,029 Depreciation and amortization 11,675 604 254 782 13,315 Other expenses (10,075 ) 239 — 8,532 (1,304 ) Operating income (loss) 22,530 (37 ) 685 (9,298 ) 13,880 Capital expenditures $ 46,991 $ 20 $ 20 $ 1,361 $ 48,392 Identifiable assets as of December 31, 2015 $ 255,876 $ 20,180 $ 5,256 $ 5,906 $ 287,218 Year ended December 31, 2014 Company Operated Hotels Franchise Hotels Entertainment Other Total Revenue $ 118,616 $ 9,618 $ 17,115 $ 77 $ 145,426 Segment operating expenses $ 94,241 $ 7,004 $ 14,785 $ 318 $ 116,348 Depreciation and amortization 11,394 49 349 970 12,762 Other expenses 1,174 — — 8,383 9,557 Operating income (loss) 11,807 2,565 1,981 (9,594 ) 6,759 Capital expenditures $ 24,255 $ 20 $ 241 $ 375 $ 24,891 Identifiable assets as of December 31, 2014 $ 190,332 $ 9,807 $ 6,161 $ 15,010 $ 221,310 Year ended December 31, 2013 Company Operated Hotels Franchised Hotels Entertainment Other Total Revenue $ 120,391 $ 7,136 $ 9,439 $ 341 $ 137,307 Segment operating expenses $ 97,831 $ 6,555 $ 9,189 $ 535 $ 114,110 Depreciation and amortization 12,643 49 359 909 13,960 Other expenses 12,128 — — 7,954 20,082 Operating income (loss) (2,211 ) 532 (109 ) (9,057 ) (10,845 ) Capital expenditures $ 11,882 $ 320 $ 10 $ 280 $ 12,492 Identifiable assets as of December 31, 2013 $ 192,225 $ 9,348 $ 6,759 $ 24,518 $ 232,850 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Variable Interest Entities [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The acquisition of The Quincy was treated as a business combination under U.S. GAAP. The purchase price was $22.7 million (net of cash acquired) and was allocated to the following assets and liabilities (in thousands): Fair Value Current assets Accounts receivable $ 176 Prepaid expenses and other 11 Total current assets 187 Property and equipment 22,500 Total assets acquired 22,687 Current liabilities Other accrued liabilities 36 Total liabilities assumed 36 Total net assets acquired $ 22,651 |
Pro Forma Information | The following unaudited supplemental pro forma results are based on the individual historical results of RLHC and The Quincy Hotel, with adjustments to give effect to the combined operations as if the acquisition had been consummated on January 1, 2014, (in thousands): Year Ended December 31 2015 2014 Revenues $ 147,929 $ 150,314 Net income attributable to Red Lion Hotels Corporation 3,220 940 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment used in continuing operations is summarized as follows (in thousands): December 31, 2015 2014 Buildings and equipment (1) $ 217,787 $ 182,273 Furniture and fixtures 32,821 31,910 Landscaping and land improvements 7,253 6,943 257,861 221,126 Less accumulated depreciation and amortization (123,084 ) (117,968 ) 134,777 103,158 Land 43,242 39,087 Construction in progress 17,371 18,165 Property and equipment, net $ 195,390 $ 160,410 (1) Capitalized interest included |
Impairments on Property and Equipment | Impairments on property and equipment are summarized below: Impairment Recorded Year Ended December 31, Continuing Discontinued Year 2015 2014 2013 Operations Operations Sold (in millions) Red Lion Hotel Wenatchee $— $— $1.0 x 2015 Red Lion Hotel Canyon Springs — — 2.6 x 2014 Red Lion Hotel Yakima Center — — 0.7 x 2014 Red Lion Hotel & Conference Center Kelso/Longview — — 1.5 x 2014 Red Lion Hotel Pocatello — — 2.0 x 2014 Red Lion Hotel Eugene (1) — — 1.1 x 2014 (1) Closed operations |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 12 Months Ended |
Dec. 31, 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 consolidated balance sheet as of December 31, 2014 are detailed in the table below (in thousands): 2014 Buildings and equipment $ 16,339 Furniture and fixtures 345 Landscaping and land improvements 1,948 18,632 Less accumulated depreciation (8,537 ) 10,095 Land 11,066 Construction in progress 12 Assets held for sale $ 21,173 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 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): Year ended December 31, 2014 2013 Revenues $ 133 $ 5,778 Operating expenses (290 ) (5,233 ) Hotel facility and land lease (30 ) (423 ) Depreciation and amortization — (187 ) Loss on asset dispositions — (1,073 ) Income tax (expense) benefit — (66 ) Loss from operations of discontinued business units (187 ) (1,204 ) Loss on disposal or impairment of the assets of discontinued business units (2 ) (773 ) Loss from discontinued operations $ (189 ) $ (1,977 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 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): December 31, 2015 2014 Goodwill $ 8,512 $ 8,512 Intangible assets Brand names $ 12,314 $ 6,878 Customer contracts 2,853 — Trademarks 134 134 Total intangible assets $ 15,301 $ 7,012 Goodwill and other intangible assets attributable to each of our business segments at December 31, 2015 and 2014 were as follows (in thousands): December 31, 2015 2014 Intangible Intangible Goodwill Assets Goodwill Assets Company operated hotels $ — $ 4,659 $ — $ 4,659 Franchised hotels 5,351 10,636 5,351 2,347 Entertainment 3,161 6 3,161 6 Total $ 8,512 $ 15,301 $ 8,512 $ 7,012 |
Schedule of Intangible Assets | The following table summarizes the balances of amortized customer contracts (in thousands): December 31, 2015 2014 Historical cost $ 3,420 $ — Accumulated amortization (567 ) — Net carrying amount $ 2,853 $ — |
Schedule of Estimated Future Amortization Expenses | As of December 31, 2015 , estimated future amortization expenses related to intangible assets is as follows (in thousands): Year Ending December 31, Amount 2016 $ 627 2017 534 2018 435 2019 368 2020 309 Thereafter 580 Total $ 2,853 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of current and non-current portions of long-term | The current and non-current portions of long-term debt as of December 31, 2015 and 2014 are as follows: December 31, 2015 2014 Current Non-Current Current Non-Current RL Venture $ — $ 56,307 $ — $ — RL Baltimore — 13,300 — — RLH Atlanta — 6,000 — — RLH DC — 15,165 — — Wells Fargo — — — 30,528 Debentures due Red Lion Hotels Capital Trust — — — 30,825 Total debt — 90,772 — 61,353 Unamortized debt issuance costs — (3,215 ) — (2,372 ) Long-term debt net of debt issuance costs — 87,557 — 58,981 |
Schedule of contractual maturities for long term debt | Contractual maturities for long term debt outstanding at December 31, 2015, for the next five years, are summarized by the year as follows (in thousands): Year Ending December 31, Amount 2016 $ — 2017 1,162 2018 20,791 2019 68,819 2020 — Total $ 90,772 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Compensation Cost | Stock based compensation expense reflects the fair value of stock based awards measured at grant date, including an estimated forfeiture rate, and is recognized over the relevant service period. For the years ended December 31, stock-based compensation expense is as follows: December 31, 2015 2014 2013 (In thousands) Restricted stock units $ 1,476 $ 930 $ 1,248 Unrestricted stock awards 437 507 554 ESPP 19 18 17 Total stock-based compensation $ 1,932 $ 1,455 $ 1,819 |
Schedule of Stock Options Activity | A summary of stock option activity for the year ended December 31, 2015 , is as follows: Number of Shares Weighted Average Exercise Price Balance, January 1, 2015 75,176 $ 10.27 Options granted — $ — Options exercised (3,500 ) $ 7.46 Options forfeited — $ — Balance, December 31, 2015 71,676 $ 10.41 Exercisable, December 31, 2015 71,676 $ 10.41 |
Schedule of Stock Option Plans, by Exercise Price Range | Additional information regarding stock options outstanding and exercisable as of December 31, 2015 , is presented below. Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (Years) Expiration Date Exercise Price Aggregate Intrinsic Value (1) Number Exercisable Exercise Price Aggregate Intrinsic Value (1) 8.74 40,836 2.39 2018 8.74 — 40,836 8.74 — 12.21 15,195 0.89 2016 12.21 — 15,195 12.21 — 13.00 15,645 1.38 2017 13.00 — 15,645 13.00 — 71,676 1.85 2016-2018 $ 10.41 $ — 71,676 $ 10.41 $ — ____________ (1) The aggregate intrinsic value is before applicable income taxes and represents the amount option recipients would have received if all options had been exercised on the last trading day of 2015 , based upon our closing stock price of $7.01 . |
Schedule of Restricted Stock | A summary of restricted stock unit activity for the year ended December 31, 2015 , is as follows: Number Weighted Balance, January 1, 2015 398,513 $ 7.32 Granted 998,883 $ 7.18 Vested (131,929 ) $ 5.39 Forfeited (40,547 ) $ 6.26 Balance, December 31, 2015 1,224,920 $ 6.95 |
Schedule of Unrestricted Stock Awards | The following table summarizes unrestricted stock award activity for the years ended December 31: 2015 2014 2013 Shares of unrestricted stock granted 60,499 88,363 86,898 Weighted average grant date fair value per share $ 7.18 $ 5.71 $ 6.39 |
Schedule Employee Stock Purchase Plan | 2015 2014 2013 Shares of stock sold to employees 22,037 14,427 13,765 Weighted average fair value per ESPP award $ 5.03 $ 4.84 $ 5.99 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Major Components of Income Tax Expense (Benefit) | Major components of the income tax expense (benefit) from continuing operations for the years ended December 31, 2015 , 2014 and 2013 , are as follows (in thousands): December 31, 2015 2014 2013 Current: Federal benefit $ — $ — $ (17 ) State expense 26 25 32 Deferred (benefit) expense 59 6 (766 ) Income tax (benefit) expense 85 31 (751 ) Less: tax benefit of discontinued operations — — (66 ) Income tax (benefit) expense from continuing operations $ 85 $ 31 $ (817 ) |
Schedule of Effective Income Tax Rate Reconciliation | The differences between income taxes expected at the U.S. federal statutory income tax rate of 34 percent and the reported income tax (benefit) expense are summarized as follows (in thousands, except percentages): December 31, 2015 2014 2013 Amount % Amount % Amount % (Benefit) expense provision at federal statutory rate $ 1,394 34.0 % $ 858 34.0 % $ (6,051 ) -34.0 % State tax (benefit) expense 3 0.1 % 23 0.9 % (365 ) -2.0 % Effect of tax credits (152 ) -3.7 % (173 ) -6.9 % (433 ) -2.4 % Non-controlling interest (441 ) 10.7 % — — % — — % Other 131 3.2 % 286 11.3 % 205 1.1 % Valuation allowance (850 ) -20.7 % (963 ) -38.2 % 5,893 33.1 % Income tax (benefit) expense 85 2.2 % 31 1.2 % (751 ) -4.2 % Effect of discontinued operations — — % — — % (66 ) — % Income tax (benefit) expense from continuing operations $ 85 2.2 % $ 31 1.2 % $ (817 ) -5.1 % |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the net deferred tax assets and liabilities at December 31, 2015 and 2014 , are as follows (in thousands): December 31, 2015 2014 Assets Liabilities Assets Liabilities Property and equipment $ — $ 2,293 $ — $ 11,889 Brand name — 2,461 — 2,485 Other intangible assets — 158 — 208 RL Venture — 2,924 — — RL Baltimore — 71 — — RLH DC 271 — — — Gain on sale leaseback 474 — 1,079 — Tax credit carryforwards 4,630 — 4,484 — Federal and state net operating losses 6,482 — 10,250 — Other 1,054 — 872 — Valuation allowance (7,876 ) — (4,916 ) — Total $ 5,035 $ 7,907 $ 11,769 $ 14,582 |
Summary of Valuation Allowance | A summary of our valuation allowance activity for the years ended December 31 is as follows (in thousands): Valuation Allowance (1) Balances, January 1, 2013 $ — Increase during period 5,893 Balances, December 31, 2013 5,893 Decrease during period (977 ) Balances, December 31, 2014 4,916 Increase during period 2,960 Balances, December 31, 2015 $ 7,876 (1) The change in the valuation allowance shown in this table does not correspond to the annual valuation allowance amounts show in the rate reconciliation table for the years 2014 and 2015 due to items required to be recognized through equity. |
Fair Value of Financial Instr38
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value and Carrying Amount | December 31, 2015 2014 Carrying Amount Fair Value Carrying Amount Fair Value Financial assets: Cash and cash equivalents and restricted cash $ 35,202 $ 35,202 $ 5,351 $ 5,351 Short-term investments 18,085 18,085 — — Accounts receivable 8,164 8,164 6,752 6,752 Notes receivable 2,605 2,605 5,284 5,284 Interest rate caps 42 42 — — Interest rate swaps — — 180 180 Financial liabilities: Total debt 90,772 94,029 30,528 30,683 Debentures — — 30,825 31,639 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2015 , 2014 and 2013 (in thousands, except per share amounts): Year ended December 31, 2015 2014 2013 Numerator - basic and diluted: Income (loss) from continuing operations $ 4,016 $ 2,492 $ (15,070 ) Less net income or loss attributable to noncontrolling interest (1,297 ) — — Income (loss) from continuing operations attributable to Red Lion Hotels Corporation 2,719 2,492 (15,070 ) Loss from discontinued operations — (189 ) (1,977 ) Net income (loss) attributable to Red Lion Hotels Corporation $ 2,719 $ 2,303 $ (17,047 ) Denominator: Weighted average shares - basic 19,983 19,785 19,575 Weighted average shares - diluted 20,200 19,891 19,575 Earnings (loss) per share - basic Income (loss) from continuing operations attributable to Red Lion Hotels Corporation $ 0.14 $ 0.13 $ (0.77 ) Loss from discontinued operations $ — $ (0.01 ) $ (0.10 ) Net income (loss) attributable to Red Lion Hotels Corporation $ 0.14 $ 0.12 $ (0.87 ) Earnings (loss) per share - diluted Income (loss) from continuing operations attributable to Red Lion Hotels Corporation $ 0.13 $ 0.13 $ (0.77 ) Loss from discontinued operations $ — $ (0.01 ) $ (0.10 ) Net income (loss) attributable to Red Lion Hotels Corporation $ 0.13 $ 0.12 $ (0.87 ) |
Operating Lease Commitments (Ta
Operating Lease Commitments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Schedule of Future Minimum Payments for Operating Leases | Total future minimum payments due under all current term operating leases at December 31, 2015 , are as indicated below (in thousands): Year Ending December 31, 2016 $ 5,359 2017 5,226 2018 4,637 2019 4,024 2020 3,929 Thereafter 65,924 Total $ 89,099 |
Operating Leases of Lessee | The table below summarizes the terms of the leases, including extension periods at our option, as of December 31, 2015 : Property Expiration date of lease Extension periods Red Lion River Inn October 2018 Three renewal terms of five years each Red Lion Hotel Seattle Airport (1) December 2024 One renewal term of five years Red Lion Anaheim April 2021 17 renewal terms of five years each Red Lion Hotel Kalispell April 2028 Three renewal terms of five years each Corporate headquarters September 2017 None Denver Design Center February 2020 One renewal term of five years Hotel RL Washington DC (1) December 2080 None (1) Ground lease only |
Parent Company Financial Stat41
Parent Company Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Condensed Financial Statements, Captions [Line Items] | |
Operating Leases of Lessee | The table below summarizes the terms of the leases, including extension periods at our option, as of December 31, 2015 : Property Expiration date of lease Extension periods Red Lion River Inn October 2018 Three renewal terms of five years each Red Lion Hotel Seattle Airport (1) December 2024 One renewal term of five years Red Lion Anaheim April 2021 17 renewal terms of five years each Red Lion Hotel Kalispell April 2028 Three renewal terms of five years each Corporate headquarters September 2017 None Denver Design Center February 2020 One renewal term of five years Hotel RL Washington DC (1) December 2080 None (1) Ground lease only |
Schedule of Future Minimum Payments for Operating Leases | Total future minimum payments due under all current term operating leases at December 31, 2015 , are as indicated below (in thousands): Year Ending December 31, 2016 $ 5,359 2017 5,226 2018 4,637 2019 4,024 2020 3,929 Thereafter 65,924 Total $ 89,099 |
Parent Company [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Condensed Balance Sheet | RED LION HOTELS CORPORATION CONDENSED BALANCE SHEET (Parent Company Only) December 31, 2015 and 2014 2015 2014 In thousands ASSETS Current assets: Cash and cash equivalents $ 16,672 $ 5,126 Restricted cash 326 225 Short-term investments 18,085 — Accounts receivable, net 8,665 6,752 Notes receivable 929 2,944 Inventories 224 1,013 Prepaid expenses and other 1,068 3,671 Assets held for sale — 21,173 Total current assets 45,969 40,904 Investment in Subsidiaries 49,902 — Property and equipment, net 31,644 160,410 Goodwill 8,512 8,512 Intangible assets, net 15,301 7,012 Notes receivable, long term 1,676 2,340 Other assets, net 2,519 2,132 Total assets $ 155,523 $ 221,310 LIABILITIES Current liabilities: Accounts payable $ 2,085 $ 2,952 Accrued payroll and related benefits 4,400 4,567 Other accrued entertainment liabilities 9,211 5,625 Other accrued liabilities 1,637 2,547 Deferred income taxes — 2,778 Total current liabilities 17,333 18,469 Long-term debt, due after one year, net of debt issuance costs — 58,981 Deferred income 1,326 2,988 Deferred income taxes 2,872 35 Total liabilities 21,531 80,473 Commitments and contingencies STOCKHOLDERS’ EQUITY Red Lion Hotels Corporation stockholders' equity Preferred stock — — Common stock 201 198 Additional paid-in capital, common stock 143,901 153,671 Accumulated other comprehensive income (loss), net of tax — (203 ) Retained earnings (accumulated deficit) (10,110 ) (12,829 ) Total stockholders’ equity 133,992 140,837 Total liabilities and stockholders’ equity $ 155,523 $ 221,310 |
Condensed Statement of Comprehensive Income (Loss) | RED LION HOTELS CORPORATION CONDENSED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Parent Company Only) For the Years Ended December 31, 2015 , 2014 and 2013 2015 2014 2013 (In thousands) Revenue: Company operated hotels $ 44,778 $ 118,616 $ 120,391 Other revenues from managed properties 28,847 — — Franchised hotels 12,039 9,618 7,136 Entertainment 11,057 17,115 9,439 Other 51 77 341 Total revenues 96,772 145,426 137,307 Operating expenses: Company operated hotels 34,965 94,241 97,831 Other costs from managed properties 28,847 — — Franchised hotels 11,233 7,004 6,555 Entertainment 10,118 14,785 9,189 Other 35 318 535 Depreciation and amortization 5,087 12,762 13,960 Hotel facility and land lease 6,335 5,210 4,464 Asset Impairment — — 7,785 Loss (gain) on asset dispositions, net (17,838 ) (4,006 ) (112 ) General and administrative expenses 9,819 8,353 7,945 Total operating expenses 88,601 138,667 148,152 Operating income (loss) 8,171 6,759 (10,845 ) Other income (expense): Interest expense (2,882 ) (4,575 ) (5,516 ) Gain (loss) on early retirement of debt (2,847 ) — — Equity in income of subsidiaries (496 ) — — Other income, net 858 339 474 Other income (expense) (5,367 ) (4,236 ) (5,042 ) Income (loss) before taxes 2,804 2,523 (15,887 ) Income tax expense (benefit) 85 31 (817 ) Net income (loss) from continuing operations 2,719 2,492 (15,070 ) Discontinued operations Loss from discontinued business units, net of income tax benefit — (187 ) (1,204 ) Loss on disposal of the assets of the discontinued business units, net of income tax benefit — (2 ) (773 ) Net income (loss) from discontinued operations — (189 ) (1,977 ) Net income (loss) 2,719 2,303 (17,047 ) Comprehensive income (loss) Unrealized gains (losses) on cash flow hedge, net of tax — (44 ) (159 ) Comprehensive income (loss) attributable to Red Lion Hotels Corporation $ 2,719 2,259 (17,206 ) |
Consolidated Statements of Cash Flows | RED LION HOTELS CORPORATION CONDENSED STATEMENTS OF CASH FLOWS (Parent Company Only) For the Years Ended December 31, 2015 , 2014 , and 2013 2015 2014 2013 (In thousands) Operating activities: Net income (loss) $ 2,719 $ 2,303 $ (17,047 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 5,087 12,762 14,147 Amortization of debt issuance costs 8 124 100 (Gain) loss on disposition of property, equipment and other assets, net (17,841 ) (4,006 ) 660 Loss on early retirement of debt 2,763 — — Asset impairment — — 8,858 Deferred income taxes 59 6 (764 ) Equity in investments 551 36 53 Stock based compensation expense 1,932 1,455 1,819 Provision for doubtful accounts 618 170 110 Change in current assets and liabilities: Restricted cash for interest payments and other (101 ) (225 ) 2,417 Accounts receivable (3,028 ) (635 ) (711 ) Notes receivable (167 ) (153 ) — Inventories 304 198 (152 ) Prepaid expenses and other 744 (890 ) (230 ) Accounts payable (820 ) (1,811 ) (1,261 ) Other accrued liabilities 2,761 1,399 (912 ) Net cash provided by (used in) operating activities (4,411 ) 10,733 7,087 Investing activities: Capital expenditures (3,921 ) (24,891 ) (13,193 ) Purchase of GuestHouse International assets (8,856 ) — — Purchases of interests in investments in joint venture entities (18,049 ) — — Sales of interests in investments to joint venture partners 80,734 — — Distributions from investments in joint ventures 3,224 — — Proceeds from disposition of property and equipment 38,679 17,316 16,025 Proceeds from redemption of trust common securities 909 — — Collection of notes receivable related to property sales 3,509 1,914 3,706 Advance note receivable (652 ) — — Purchases of short-term investments (18,720 ) — — Sales of short-term investments 635 — — Other, net 28 61 (97 ) Net cash provided by (used in) investing activities 77,520 (5,600 ) 6,441 Financing activities: Borrowings on long-term debt — — 44,500 Repayment of long-term debt (30,528 ) (12,973 ) (38,878 ) Repayment of credit facility — — (11,300 ) Repayment of debentures to Red Lion Hotels Capital Trust (30,825 ) — — Debt issuance costs — (6 ) (957 ) Reduction of additional paid in capital for canceled restricted stock units (347 ) (155 ) (303 ) Other, net 137 69 (9 ) Net cash used in financing activities (61,563 ) (13,065 ) (6,947 ) Change in cash and cash equivalents: Net increase (decrease) in cash and cash equivalents 11,546 (7,932 ) 6,581 Cash and cash equivalents at beginning of year 5,126 13,058 6,477 Cash and cash equivalents at end of year $ 16,672 $ 5,126 $ 13,058 |
Operating Leases of Lessee | The table below summarizes the terms of the Company's operating leases, including extension periods at our option, as of December 31, 2015 : Property Expiration date of lease Extension periods Red Lion River Inn October 2018 Three renewal terms of five years each Red Lion Hotel Seattle Airport (1) December 2024 One renewal term of five years Red Lion Anaheim April 2021 17 renewal terms of five years each Red Lion Hotel Kalispell April 2028 Three renewal terms of five years each Corporate headquarters September 2017 None Denver Design Center February 2020 One renewal term of five years (1) Ground lease only |
Schedule of Future Minimum Payments for Operating Leases | Total future minimum payments due under all current term operating leases at December 31, 2015 , are as indicated below (in thousands): Year Ending December 31, 2016 $ 4,393 2017 4,260 2018 3,672 2019 3,059 2020 2,964 Thereafter 7,986 Total $ 26,334 |
Organization (Details)
Organization (Details) | Dec. 31, 2015roomhotel |
Real Estate Properties [Line Items] | |
Hotels | hotel | 124 |
Total Available Rooms | room | 14,857 |
Franchised hotels | |
Real Estate Properties [Line Items] | |
Hotels | hotel | 104 |
Total Available Rooms | room | 10,868 |
Majority owned and consolidated | |
Real Estate Properties [Line Items] | |
Hotels | hotel | 14 |
Total Available Rooms | room | 2,761 |
Leased | |
Real Estate Properties [Line Items] | |
Hotels | hotel | 4 |
Total Available Rooms | room | 867 |
Managed | |
Real Estate Properties [Line Items] | |
Hotels | hotel | 2 |
Total Available Rooms | room | 361 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies (Narrative) (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Oct. 31, 2015 | Sep. 30, 2015 | Jan. 31, 2015 | Dec. 31, 2015USD ($)term | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2003USD ($) | ||
Accounting Policies [Line Items] | ||||||||
Restricted cash | $ 11,304 | [1] | $ 225 | |||||
Deferred Income | ||||||||
Deferred gain | $ 7,000 | |||||||
Number of renewable terms | term | 3 | |||||||
Renewable lease period | 5 years | |||||||
Recognized income | $ 500 | 500 | $ 500 | |||||
Deferred revenue | 1,300 | |||||||
Advertising and Promotion | ||||||||
Advertising expense | $ 4,900 | $ 3,400 | $ 3,900 | |||||
Minimum [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Short-term investments maturity term | 2 years | |||||||
Maximum [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Short-term investments maturity term | 35 years | |||||||
Variable Interest Entity, Primary Beneficiary | ||||||||
Accounting Policies [Line Items] | ||||||||
Restricted cash | $ 10,978 | |||||||
RL Venture LLC | Variable Interest Entity, Primary Beneficiary | ||||||||
Accounting Policies [Line Items] | ||||||||
Ownership percentage | 55.00% | 55.00% | ||||||
RLS Atla Venture [Member] | Variable Interest Entity, Primary Beneficiary | ||||||||
Accounting Policies [Line Items] | ||||||||
Ownership percentage | 55.00% | 55.00% | ||||||
RLS Balt Venture LLC | Variable Interest Entity, Primary Beneficiary | ||||||||
Accounting Policies [Line Items] | ||||||||
Ownership percentage | 73.00% | 73.00% | ||||||
RLS DC Venture [Member] | Variable Interest Entity, Primary Beneficiary | ||||||||
Accounting Policies [Line Items] | ||||||||
Ownership percentage | 86.00% | 71.00% | ||||||
[1] | Variable Interest Entities (VIE) started in 2015 |
Summary of Significant Accoun44
Summary of Significant Accounting Policies (Allowance for Doubtful Accounts) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance, beginning of year | $ 303 | $ 132 | $ 98 |
Additions to allowance | 538 | 244 | 95 |
Write-offs, net of recoveries | (184) | (73) | (61) |
Balance, end of year | $ 657 | $ 303 | $ 132 |
Summary of Significant Accoun45
Summary of Significant Accounting Policies (Property and Equipment) (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Building [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life | 25 years |
Building [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life | 39 years |
Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life | 2 years |
Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life | 15 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life | 2 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life | 15 years |
Land Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life | 15 years |
Business Segments (Details)
Business Segments (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)segment | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of operating segments | segment | 3 | ||
Revenue | $ 142,920 | $ 145,426 | $ 137,307 |
Segment operating expenses | 117,029 | 116,348 | 114,110 |
Depreciation and amortization | 13,315 | 12,762 | 13,960 |
Other expenses | (1,304) | 9,557 | 20,082 |
Operating income (loss) | 13,880 | 6,759 | (10,845) |
Capital expenditures | 48,392 | 24,891 | 12,492 |
Identifiable assets | 287,218 | 221,310 | 232,850 |
Operating segments | Company operated hotels | |||
Segment Reporting Information [Line Items] | |||
Revenue | 119,773 | 118,616 | 120,391 |
Segment operating expenses | 95,643 | 94,241 | 97,831 |
Depreciation and amortization | 11,675 | 11,394 | 12,643 |
Other expenses | (10,075) | 1,174 | 12,128 |
Operating income (loss) | 22,530 | 11,807 | (2,211) |
Capital expenditures | 46,991 | 24,255 | 11,882 |
Identifiable assets | 255,876 | 190,332 | 192,225 |
Operating segments | Franchised hotels | |||
Segment Reporting Information [Line Items] | |||
Revenue | 12,039 | 9,618 | 7,136 |
Segment operating expenses | 11,233 | 7,004 | 6,555 |
Depreciation and amortization | 604 | 49 | 49 |
Other expenses | 239 | 0 | 0 |
Operating income (loss) | (37) | 2,565 | 532 |
Capital expenditures | 20 | 20 | 320 |
Identifiable assets | 20,180 | 9,807 | 9,348 |
Operating segments | Entertainment | |||
Segment Reporting Information [Line Items] | |||
Revenue | 11,057 | 17,115 | 9,439 |
Segment operating expenses | 10,118 | 14,785 | 9,189 |
Depreciation and amortization | 254 | 349 | 359 |
Other expenses | 0 | 0 | 0 |
Operating income (loss) | 685 | 1,981 | (109) |
Capital expenditures | 20 | 241 | 10 |
Identifiable assets | 5,256 | 6,161 | 6,759 |
Other | |||
Segment Reporting Information [Line Items] | |||
Revenue | 51 | 77 | 341 |
Segment operating expenses | 35 | 318 | 535 |
Depreciation and amortization | 782 | 970 | 909 |
Other expenses | 8,532 | 8,383 | 7,954 |
Operating income (loss) | (9,298) | (9,594) | (9,057) |
Capital expenditures | 1,361 | 375 | 280 |
Identifiable assets | $ 5,906 | $ 15,010 | $ 24,518 |
Variable Interest Entities (Det
Variable Interest Entities (Details) | Feb. 03, 2016USD ($) | Feb. 26, 2016USD ($) | Dec. 31, 2015USD ($) | Oct. 31, 2015USD ($) | Sep. 30, 2015 | Jan. 31, 2015USD ($)hotel | Dec. 31, 2015USD ($) | Feb. 29, 2016 | Oct. 29, 2015 | Apr. 30, 2015USD ($) |
RLS DC Venture [Member] | The Quincy Hotel [Member] | ||||||||||
Variable Interest Entity [Line Items] | ||||||||||
Business combination, percent acquired | 100.00% | |||||||||
RL Venture LLC | ||||||||||
Variable Interest Entity [Line Items] | ||||||||||
Cash distributions | $ 5,900,000 | |||||||||
RL Venture LLC | Variable Interest Entity, Primary Beneficiary | ||||||||||
Variable Interest Entity [Line Items] | ||||||||||
Ownership by non-controlling interest holders | 45.00% | |||||||||
Number of hotels transferred | hotel | 12 | |||||||||
Ownership percentage | 55.00% | 55.00% | ||||||||
Loss on the sale of the equity interests as a reduction to additional paid in capital | $ 12,400,000 | |||||||||
Cash distributions | $ 3,200,000 | |||||||||
RLS Balt Venture LLC | ||||||||||
Variable Interest Entity [Line Items] | ||||||||||
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 | Shelbourne Falcon II [Member] | ||||||||||
Variable Interest Entity [Line Items] | ||||||||||
Gain recognized with additional member interest | $ 100,000 | |||||||||
Purchase of additional interest percent | 5.876% | |||||||||
Purchase of additional interest cost | $ 560,000 | |||||||||
RLS Balt Venture LLC | Variable Interest Entity, Primary Beneficiary | ||||||||||
Variable Interest Entity [Line Items] | ||||||||||
Ownership percentage | 73.00% | 73.00% | ||||||||
Cash distributions | $ 0 | |||||||||
Funding provided | $ 1,500,000 | |||||||||
Funding preferred return percent | 11.00% | |||||||||
RLS Atla Venture [Member] | Shelbourne Falcon III [Member] | ||||||||||
Variable Interest Entity [Line Items] | ||||||||||
Ownership percentage | 45.00% | |||||||||
RLS Atla Venture [Member] | Variable Interest Entity, Primary Beneficiary | ||||||||||
Variable Interest Entity [Line Items] | ||||||||||
Ownership percentage | 55.00% | 55.00% | ||||||||
Cash distributions | $ 0 | |||||||||
RLS DC Venture [Member] | Shelbourne Falcon [Member] | ||||||||||
Variable Interest Entity [Line Items] | ||||||||||
Ownership percentage | 14.00% | |||||||||
RLS DC Venture [Member] | Shelbourne Falcon IV [Member] | ||||||||||
Variable Interest Entity [Line Items] | ||||||||||
Option to purchase additional interest percent | 31.00% | 31.00% | ||||||||
RLS DC Venture [Member] | Shelbourne Falcon IV [Member] | Subsequent Event [Member] | ||||||||||
Variable Interest Entity [Line Items] | ||||||||||
Ownership percentage | 29.00% | |||||||||
Gain recognized with additional member interest | $ 200,000 | |||||||||
Option to purchase additional interest percent | 16.00% | |||||||||
Purchase of additional interest percent | 15.00% | |||||||||
Purchase of additional interest cost | $ 1,500,000 | |||||||||
RLS DC Venture [Member] | Variable Interest Entity, Primary Beneficiary | ||||||||||
Variable Interest Entity [Line Items] | ||||||||||
Ownership percentage | 86.00% | 71.00% | ||||||||
Cash distributions | $ 0 |
Variable Interest Entities (Bus
Variable Interest Entities (Business Combination) (Details) - USD ($) $ in Thousands | Oct. 29, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Current liabilities | ||||
Revenue | $ 142,920 | $ 145,426 | $ 137,307 | |
Operating income (loss) | 13,880 | 6,759 | $ (10,845) | |
The Quincy Hotel [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchase price (net of cash acquired) | $ 22,700 | |||
Current assets | ||||
Accounts receivable | 176 | |||
Prepaid expenses and other | 11 | |||
Total current assets | 187 | |||
Property and equipment | 22,500 | |||
Total assets acquired | 22,687 | |||
Current liabilities | ||||
Other accrued liabilities | 36 | |||
Total liabilities assumed | 36 | |||
Total net assets acquired | $ 22,651 | |||
Transaction costs | 800 | |||
Revenue | 600 | |||
Operating income (loss) | 1,400 | |||
Pro Forma Results | ||||
Revenues | 147,929 | 150,314 | ||
Net income attributable to Red Lion Hotels Corporation | 3,220 | $ 940 | ||
Acquisition costs incurred | $ 800 |
Property and Equipment - Sched
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 257,861 | $ 221,126 | |
Less accumulated depreciation and amortization | (123,084) | (117,968) | |
Construction in progress | 134,777 | 103,158 | |
Property and equipment, net | 195,390 | [1] | 160,410 |
Buildings and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 217,787 | 182,273 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 32,821 | 31,910 | |
Landscaping and Land Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 7,253 | 6,943 | |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 43,242 | 39,087 | |
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 17,371 | $ 18,165 | |
[1] | Variable Interest Entities (VIE) started in 2015 |
Property and Equipment - Impai
Property and Equipment - Impairment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Red Lion Hotel Wenatchee [Member] | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Impairment recorded | $ 0 | $ 0 | $ 1 |
Red Lion Hotel Canyon Springs [Member] | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Impairment recorded | 0 | 0 | 2.6 |
Red Lion Hotel Yakima Center [Member] | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Impairment recorded | 0 | 0 | 0.7 |
Red Lion Hotel & Conference Center Kelso/Longview [Member] | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Impairment recorded | 0 | 0 | 1.5 |
Red Lion Hotel Pocatello [Member] | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Impairment recorded | 0 | 0 | 2 |
Red Lion Hotel Eugene [Member] | |||
Impaired Long-Lived Assets Held and Used [Line Items] | |||
Impairment recorded | $ 0 | $ 0 | $ 1.1 |
Assets Held for Sale (Narrative
Assets Held for Sale (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Feb. 28, 2015 | Jan. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||||
Proceeds from disposition of property and equipment | $ 38,681 | $ 17,316 | $ 16,025 | ||
Red Lion Hotel Wenatchee [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Proceeds from disposition of property and equipment | $ 4,100 | ||||
Gain (Loss) on Sale of Properties | $ 200 | ||||
Bellevue Property [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Proceeds from disposition of property and equipment | $ 35,400 | ||||
Gain (Loss) on Sale of Properties | $ 16,200 |
Assets Held for Sale (Property
Assets Held for Sale (Property and Equipment) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Assets held for sale, gross | $ 18,632 | |
Less accumulated depreciation | (8,537) | |
Assets held for sale, net, excluding land and contruction in progress | 10,095 | |
Assets held for sale | $ 0 | 21,173 |
Buildings and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Assets held for sale, gross | 16,339 | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Assets held for sale, gross | 345 | |
Landscaping and Land Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Assets held for sale, gross | 1,948 | |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Assets held for sale, gross | 11,066 | |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Assets held for sale, gross | $ 12 |
Discontinued Operations (Income
Discontinued Operations (Income Statement) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Discontinued Operations and Disposal Groups [Abstract] | |||
Revenues | $ 133 | $ 5,778 | |
Operating expenses | (290) | (5,233) | |
Hotel facility and land lease | (30) | (423) | |
Depreciation and amortization | 0 | (187) | |
Loss on asset dispositions | 0 | (1,073) | |
Income tax benefit (expense) | 0 | (66) | |
Income (loss) from operations of discontinued business units | $ 0 | (187) | (1,204) |
Loss on disposal or impairment of the assets of discontinued business units | (2) | (773) | |
Loss from discontinued operations | $ 0 | $ (189) | $ (1,977) |
Goodwill and Intangible Asset54
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Apr. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Goodwill | $ 8,512 | $ 8,512 | |
Intangible assets | 15,301 | 7,012 | |
Historical cost | 3,420 | 0 | |
Accumulated amortization | (567) | 0 | |
2,016 | 627 | ||
2,017 | 534 | ||
2,018 | 435 | ||
2,019 | 368 | ||
2,020 | 309 | ||
Thereafter | 580 | ||
Total | 2,853 | 0 | |
GuestHouse International LLC [Member] | |||
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Preliminary purchase price | $ 5,400 | ||
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 | 10,636 | 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 | 12,314 | 6,878 | |
Customer contracts | |||
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Amortization period | 10 years | ||
Intangible assets | 2,853 | 0 | |
Customer contracts | GuestHouse International LLC [Member] | |||
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Preliminary purchase price | $ 3,400 | ||
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 | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Current | $ 0 | $ 0 |
Non-Current | 90,772 | 61,353 |
Unamortized debt issuance cost | (3,215) | (2,372) |
Long-term debt net of debt issuance costs | 87,557 | 58,981 |
Long-term Debt | RL Venture | ||
Debt Instrument [Line Items] | ||
Current | 0 | 0 |
Non-Current | 56,307 | 0 |
Long-term Debt | RL Baltimore | ||
Debt Instrument [Line Items] | ||
Current | 0 | 0 |
Non-Current | 13,300 | 0 |
Long-term Debt | RLH Atlanta | ||
Debt Instrument [Line Items] | ||
Current | 0 | 0 |
Non-Current | 6,000 | 0 |
Long-term Debt | RLH DC | ||
Debt Instrument [Line Items] | ||
Current | 0 | 0 |
Non-Current | 15,165 | 0 |
Long-term Debt | Wells Fargo | ||
Debt Instrument [Line Items] | ||
Current | 0 | 0 |
Non-Current | 0 | 30,528 |
Long-term Debt | Debentures due Red Lion Hotels Capital Trust | ||
Debt Instrument [Line Items] | ||
Current | 0 | 0 |
Non-Current | $ 0 | $ 30,825 |
Long-Term Debt (RL Venture) (De
Long-Term Debt (RL Venture) (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2015USD ($)subsidiary | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | |||
Unamortized debt issuance cost | $ 3,215 | $ 2,372 | |
RL Venture Holding LLC [Member] | |||
Debt Instrument [Line Items] | |||
Number of wholly-owned subsidiaries | subsidiary | 12 | ||
RL Venture Holding LLC [Member] | Long-term Debt | |||
Debt Instrument [Line Items] | |||
Principal amount of debt | $ 53,800 | ||
Additional advance | $ 26,200 | ||
Term of loan | 2 years | ||
Amount drawn | 2,500 | ||
Unamortized debt issuance cost | $ 1,900 | ||
Extension period | 1 year | ||
RL Venture Holding LLC [Member] | 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) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2015USD ($)extension | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | |||
Unamortized debt issuance cost | $ 3,215 | $ 2,372 | |
RL Baltimore | Long-term Debt | |||
Debt Instrument [Line Items] | |||
Principal amount of debt | $ 10,100 | ||
Additional advance | $ 3,200 | ||
Amount drawn | 3,200 | ||
Unamortized debt issuance cost | $ 700 | ||
Number of extension options | extension | 2 | ||
Extension period | 1 year | ||
Monthly principal payments | $ 16 | ||
RL Baltimore | Long-term Debt | LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 6.25% |
Long-Term Debt (RLH Atlanta) (D
Long-Term Debt (RLH Atlanta) (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2015USD ($)extension | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | |||
Unamortized debt issuance cost | $ 3,215 | $ 2,372 | |
RLH Atlanta | Long-term Debt | |||
Debt Instrument [Line Items] | |||
Principal amount of debt | $ 6,000 | ||
Additional advance | $ 3,400 | ||
Amount drawn | 0 | ||
Unamortized debt issuance cost | $ 200 | ||
Number of extension options | extension | 2 | ||
Extension period | 1 year | ||
RLH Atlanta | Long-term Debt | LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 6.35% |
Long-Term Debt (RLH DC) (Detail
Long-Term Debt (RLH DC) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2015 | Dec. 31, 2015 | Oct. 30, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||||
Unamortized debt issuance cost | $ 3,215 | $ 2,372 | ||
RLH DC | Long-term Debt | ||||
Debt Instrument [Line Items] | ||||
Principal amount of debt | $ 15,200 | |||
Additional advance | $ 2,300 | |||
Amount drawn | 0 | |||
Unamortized debt issuance cost | $ 500 | |||
Extension period | 1 year | |||
Amortization period | 25 years | |||
RLH DC | Long-term Debt | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 4.55% |
Long-Term Debt (Wells Fargo) (D
Long-Term Debt (Wells Fargo) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ||||
Loss on early retirement of debt | $ 2,847 | $ 0 | $ 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 | $ 1,100 |
Long-Term Debt (Debentures) (De
Long-Term Debt (Debentures) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ||||
Loss on early retirement of debt | $ (2,847) | $ 0 | $ 0 | |
Early retirement of debt | ||||
Debt Instrument [Line Items] | ||||
Loss on early retirement of debt | $ 2,800 | |||
Red Lion Hotels Capital Trust | Debentures [Member] | ||||
Debt Instrument [Line Items] | ||||
Amount of debt redeemed | $ 30,800 | |||
Stated interest rate | 9.50% | |||
Red Lion Hotels Capital Trust | Debentures [Member] | Early retirement of debt | ||||
Debt Instrument [Line Items] | ||||
Loss on early retirement of debt | $ 1,700 | |||
Red Lion Hotels Capital Trust | Debentures [Member] | Trust Preferred Securities [Member] | ||||
Debt Instrument [Line Items] | ||||
Amount of debt redeemed | $ 29,900 | |||
Stated interest rate | 9.50% | |||
Red Lion Hotels Capital Trust | Debentures [Member] | Trust Common Securities [Member] | ||||
Debt Instrument [Line Items] | ||||
Amount of debt redeemed | $ 900 | |||
Stated interest rate | 9.50% |
Long-Term Debt (Maturities of D
Long-Term Debt (Maturities of Debt) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
2,016 | $ 0 | |
2,017 | 1,162 | |
2,018 | 20,791 | |
2,019 | 68,819 | |
2,020 | 0 | |
Total | $ 90,772 | $ 61,353 |
Derivative Financial Instrume63
Derivative Financial Instruments (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative [Line Items] | ||||
Loss on early retirement of debt | $ (2,847,000) | $ 0 | $ 0 | |
Early retirement of debt | ||||
Derivative [Line Items] | ||||
Loss on early retirement of debt | $ 2,800,000 | |||
Interest rate swaps | ||||
Derivative [Line Items] | ||||
Derivative liability | 16,200,000 | |||
Interest rate swaps | Early retirement of debt | ||||
Derivative [Line Items] | ||||
Loss on early retirement of debt | 200,000 | |||
RL Venture Holding LLC [Member] | Interest rate caps | ||||
Derivative [Line Items] | ||||
Derivative notional amount | $ 80,000,000 | |||
Fixed interest rate | 4.00% | |||
RL Venture Holding LLC [Member] | Interest rate caps | Other assets, net | ||||
Derivative [Line Items] | ||||
Derivative asset | $ 5,000 | |||
RL Baltimore | Interest rate caps | ||||
Derivative [Line Items] | ||||
Derivative notional amount | $ 13,300,000 | |||
Fixed interest rate | 3.00% | |||
RL Baltimore | Interest rate caps | Other assets, net | ||||
Derivative [Line Items] | ||||
Derivative asset | $ 6,000 | |||
RLH Atlanta | Interest rate caps | ||||
Derivative [Line Items] | ||||
Derivative notional amount | $ 9,400,000 | |||
Fixed interest rate | 3.00% | |||
RLH Atlanta | Interest rate caps | Other assets, net | ||||
Derivative [Line Items] | ||||
Derivative asset | $ 9,000 | |||
RLH DC | Interest rate caps | ||||
Derivative [Line Items] | ||||
Derivative notional amount | $ 17,500,000 | |||
Fixed interest rate | 3.00% | |||
RLH DC | Interest rate caps | Other assets, net | ||||
Derivative [Line Items] | ||||
Derivative asset | $ 22,000 | |||
Wells Fargo Credit Facility | Interest rate swaps | Early retirement of debt | ||||
Derivative [Line Items] | ||||
Loss on early retirement of debt | $ 1,200,000 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, shares issued (in shares) | 20,051,145 | 19,846,508 |
Common stock, shares outstanding (in shares) | 20,051,145 | 19,846,508 |
Common 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 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Stockholders' Equity (Stock Inc
Stockholders' Equity (Stock Incentive Plans Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 1,932 | $ 1,455 | $ 1,819 |
Vice President and Chief Executive Officer [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 300 | ||
President and Chief Executive Officer [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 500 | ||
2006 Stock Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares authorized | 2,000,000 | ||
Number of shares of common stock available for issuance | 34,711 | ||
2015 Stock Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares authorized | 1,400,000 | ||
Number of shares of common stock available for issuance | 814,238 |
Stockholders' Equity (Stock Bas
Stockholders' Equity (Stock Based Compensation Expense Schedule) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 1,932,000 | $ 1,455,000 | $ 1,819,000 |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 0 | 0 | 0 |
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 1,476,000 | 930,000 | 1,248,000 |
Unrestricted stock awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 437,000 | 507,000 | 554,000 |
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 19,000 | $ 18,000 | $ 17,000 |
Stockholders' Equity (Stock Opt
Stockholders' Equity (Stock Option Activity) (Details) - Stock Options - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Options, Outstanding [Roll Forward] | |||
Options outstanding at beginning of period, Options | 75,176 | ||
Options granted | 0 | 0 | 0 |
Options exercised | (3,500) | ||
Options forfeited | 0 | ||
Options outstanding at end of period, Options | 75,176 | ||
Exercisable at end of period, Options | 71,676 | ||
Weighted Average Exercise Price [Roll Forward] | |||
Options outstanding at beginning of period, Weighted Average Exercise Price (in dollars per share) | $ 10.27 | ||
Granted, Weighted Average Exercise Price (in dollars per share) | 0 | ||
Exercised, Weighted Average Exercise Price (in dollars per share) | 7.46 | ||
Forfeited, Weighted Average Exercise Price (in dollars per share) | 0 | ||
Options outstanding at end of period, Weighted Average Exercise Price (in dollars per share) | 10.41 | $ 10.27 | |
Exercisable at end of period, Options Weighted Average Exercise Price | $ 10.41 |
Stockholders' Equity (Exercise
Stockholders' Equity (Exercise Price Range) (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Share Price | $ 7.01 |
Stock Options | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of Options Outstanding | shares | 71,676 |
Weighted Average Remaining Contractual Life | 1 year 10 months 6 days |
Weighted Average Exercise Price (in dollars per share) | $ 10.41 |
Aggregate Intrinsic Value | $ | $ 0 |
Number of Exercisable Options | shares | 71,676 |
Weighted Average Exercise Price, Exercisable (in dollars per share) | $ 10.41 |
Aggregate Intrinsic Value, Exercisable | $ | $ 0 |
8.74 | Stock Options | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price, Upper Limit | $ 8.74 |
Number of Options Outstanding | shares | 40,836 |
Weighted Average Remaining Contractual Life | 2 years 4 months 21 days |
Weighted Average Exercise Price (in dollars per share) | $ 8.74 |
Aggregate Intrinsic Value | $ | $ 0 |
Number of Exercisable Options | shares | 40,836 |
Weighted Average Exercise Price, Exercisable (in dollars per share) | $ 8.74 |
Aggregate Intrinsic Value, Exercisable | $ | $ 0 |
12.21 | Stock Options | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price, Upper Limit | $ 12.21 |
Number of Options Outstanding | shares | 15,195 |
Weighted Average Remaining Contractual Life | 10 months 21 days |
Weighted Average Exercise Price (in dollars per share) | $ 12.21 |
Aggregate Intrinsic Value | $ | $ 0 |
Number of Exercisable Options | shares | 15,195 |
Weighted Average Exercise Price, Exercisable (in dollars per share) | $ 12.21 |
Aggregate Intrinsic Value, Exercisable | $ | $ 0 |
13.00 | Stock Options | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price, Upper Limit | $ 13 |
Number of Options Outstanding | shares | 15,645 |
Weighted Average Remaining Contractual Life | 1 year 4 months 17 days |
Weighted Average Exercise Price (in dollars per share) | $ 13 |
Aggregate Intrinsic Value | $ | $ 0 |
Number of Exercisable Options | shares | 15,645 |
Weighted Average Exercise Price, Exercisable (in dollars per share) | $ 13 |
Aggregate Intrinsic Value, Exercisable | $ | $ 0 |
Stockholders' Equity (Restricte
Stockholders' Equity (Restricted Stock Units, Shares Issued as Compensation Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 1,932 | $ 1,455 | $ 1,819 |
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares granted (in shares) | 998,883 | 319,168 | 218,356 |
Vesting percentage | 25.00% | ||
Vesting period | 4 years | ||
Shares outstanding | 1,224,920 | 398,513 | 303,749 |
Percentage of total units granted that are forfeited | 22.10% | ||
Shares vested | (131,929) | ||
Fair value | $ 1,000 | $ 700 | $ 1,100 |
Stock-based compensation expense | 1,476 | $ 930 | $ 1,248 |
Additional compensation expense | $ 5,700 | ||
Period for recognition | 38 months |
Stockholders' Equity (Restric70
Stockholders' Equity (Restricted Stock Units) (Details) - Restricted Stock Units (RSUs) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Nonvested, Number of Shares [Roll Forward] | |||
Beginning of period, Shares | 398,513 | 303,749 | |
Shares granted (in shares) | 998,883 | 319,168 | 218,356 |
Vested, Shares | (131,929) | ||
Forfeited, Shares | (40,547) | ||
End of period, Shares | 1,224,920 | 398,513 | 303,749 |
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||
Beginning of the period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 7.32 | ||
Granted, weighted average grant date fair value (in dollars per share) | 7.18 | ||
Vested, Weighted Average Grant Date Fair Value (in dollars per share) | 5.39 | ||
Forfeited, Weighted Average Grant Date Fair Value (in dollars per share) | 6.26 | ||
End of period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 6.95 | $ 7.32 |
Stockholders' Equity (Unrestric
Stockholders' Equity (Unrestricted Stock Awards) (Details) - Unrestricted stock awards - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares granted (in shares) | 60,499 | 88,363 | 86,898 |
Granted, weighted average grant date fair value (in dollars per share) | $ 7.18 | $ 5.71 | $ 6.39 |
Stockholders' Equity (Employee
Stockholders' Equity (Employee Stock Purchase Plan) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2008 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 1,932,000 | $ 1,455,000 | $ 1,819,000 | |
2008 ESPP [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares authorized | 300,000 | |||
Discount on price | 15.00% | |||
Maximum amount employees can purchase | $ 25,000 | |||
Maximum number of shares employees can purchase | 10,000 | |||
Number of shares issued to participants (in shares) | 22,037 | 14,427 | 13,765 | |
Weighted average fair value per ESPP award (in dollars per share) | $ 5.03 | $ 4.84 | $ 5.99 | |
Stock-based compensation expense | $ 19,000 | $ 18,000 | $ 17,000 |
Stockholders' Equity (Warrants)
Stockholders' Equity (Warrants) (Details) - Common stock | 1 Months Ended |
Jan. 31, 2015$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Warrants issued (in shares) | shares | 442,533 |
Warrant term | 5 years |
Warrants issued (in dollars per share) | $ / shares | $ 6.78 |
Income Taxes (Components of Inc
Income Taxes (Components of Income Tax (Benefit) Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current | |||
Federal benefit | $ 0 | $ 0 | $ (17) |
State expense | 26 | 25 | 32 |
Deferred | |||
Deferred (benefit) expense | 59 | 6 | (766) |
Income tax (benefit) expense | 85 | 31 | (751) |
Less: tax benefit of discontinued operations | 0 | 0 | (66) |
Income tax (benefit) expense from continuing operations | $ 85 | $ 31 | $ (817) |
Income Taxes (Income Tax Rate R
Income Taxes (Income Tax Rate Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Amount | |||
(Benefit) expense provision at federal statutory rate | $ 1,394 | $ 858 | $ (6,051) |
State tax (benefit) expense | 3 | 23 | (365) |
Effect of tax credits | (152) | (173) | (433) |
Non-controlling interest | (441) | 0 | 0 |
Other | 131 | 286 | 205 |
Valuation allowance | (850) | (963) | 5,893 |
Income tax (benefit) expense | 85 | 31 | (751) |
Less: tax benefit of discontinued operations | 0 | 0 | (66) |
Income tax (benefit) expense | $ 85 | $ 31 | $ (817) |
Percent | |||
(Benefit) expense provision at federal statutory rate | 34.00% | 34.00% | (34.00%) |
State tax (benefit) expense | 0.10% | 0.90% | (2.00%) |
Effect of tax credits | (3.70%) | (6.90%) | (2.40%) |
Non-controlling interest | 10.70% | 0.00% | 0.00% |
Other | 3.20% | 11.30% | 1.10% |
Valuation allowance | (20.70%) | (38.20%) | 33.10% |
Income tax (benefit) expense | 2.20% | 1.20% | (4.20%) |
Effect of discontinued operations | 0.00% | 0.00% | 0.00% |
Income tax (benefit) expense from continuing operations | 2.20% | 1.20% | (5.10%) |
Income Taxes (Deferred Tax Asse
Income Taxes (Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred Tax Liabilities | ||||
Property and equipment | $ 2,293 | $ 11,889 | ||
Brand name | 2,461 | 2,485 | ||
Other intangible assets | 158 | 208 | ||
RL Venture | 2,924 | |||
RL Baltimore | 71 | |||
Liabilities, total | 7,907 | 14,582 | ||
Deferred Tax Assets | ||||
RLH DC | 271 | |||
Gain on sale leaseback | 474 | 1,079 | ||
Tax credit carryforwards | 4,630 | 4,484 | ||
Federal and state net operating losses | 6,482 | 10,250 | ||
Other | 1,054 | 872 | ||
Valuation allowance | (7,876) | (4,916) | $ (5,893) | $ 0 |
Assets, total | $ 5,035 | $ 11,769 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Operating Loss Carryforwards [Line Items] | ||||
Tax credit carryforwards | $ 4,630,000 | $ 4,484,000 | ||
Valuation allowance | 7,876,000 | 4,916,000 | $ 5,893,000 | $ 0 |
Federal [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Federal net operating losses | 16,400,000 | 27,300,000 | ||
State and Local Jurisdiction [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Federal net operating losses | $ 18,900,000 | $ 20,500,000 |
Income Taxes (Valuation Allowan
Income Taxes (Valuation Allowance) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Valuation Allowance | |||
Valuation allowance, balance | $ 4,916 | $ 5,893 | $ 0 |
Amount charged to tax expense | 2,960 | (977) | 5,893 |
Valuation allowance, balance | $ 7,876 | $ 4,916 | $ 5,893 |
Fair Value of Financial Instr79
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents and restricted cash | $ 35,202 | $ 5,351 |
Short-term investments and derivatives | 18,085 | 0 |
Accounts receivable | 8,164 | 6,752 |
Current notes receivable | 2,605 | 5,284 |
Total debt | 90,772 | 30,528 |
Debentures | 0 | 30,825 |
Carrying Amount [Member] | Interest rate caps | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Short-term investments and derivatives | 42 | 0 |
Carrying Amount [Member] | Interest rate swaps | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Short-term investments and derivatives | 0 | 180 |
Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents and restricted cash | 35,202 | 5,351 |
Short-term investments and derivatives | 18,085 | 0 |
Accounts receivable | 8,164 | 6,752 |
Current notes receivable | 2,605 | 5,284 |
Total debt | 94,029 | 30,683 |
Debentures | 0 | 31,639 |
Fair Value [Member] | Interest rate caps | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Short-term investments and derivatives | 42 | $ 0 |
Fair Value [Member] | Interest rate swaps | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Short-term investments and derivatives | $ 0 |
Earnings (Loss) Per Share (Sche
Earnings (Loss) Per Share (Schedule of Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Numerator - basic and diluted: | |||
Net income (loss) from continuing operations | $ 4,016 | $ 2,492 | $ (15,070) |
Net income attributable to noncontrolling interest | (1,297) | 0 | 0 |
Income (loss) from continuing operations attributable to Red Lion Hotels Corporation | 2,719 | 2,492 | (15,070) |
Income (loss) from discontinued operations | 0 | (189) | (1,977) |
Net income (loss) attributable to Red Lion Hotels Corporation | $ 2,719 | $ 2,303 | $ (17,047) |
Denominator: | |||
Weighted average shares - basic (in shares) | 19,983 | 19,785 | 19,575 |
Weighted average shares - diluted (in shares) | 20,200 | 19,891 | 19,575 |
Earnings (loss) per share - basic | |||
Income (loss) from continuing operations attributable to Red Lion Hotels Corporation (in dollars per share) | $ 0.14 | $ 0.13 | $ (0.77) |
Income (loss) from discontinued operations (in dollars per share) | 0 | (0.01) | (0.10) |
Net income (loss) attributable to Red Lion Hotels Corporation (in dollars per share) | 0.14 | 0.12 | (0.87) |
Earnings (loss) per share - diluted | |||
Income (loss) from continuing operations attributable to Red Lion Hotels Corporation (in dollars per share) | 0.13 | 0.13 | (0.77) |
Income (loss) from discontinued operations (in dollars per share) | 0 | (0.01) | (0.10) |
Net income (loss) attributable to Red Lion Hotels Corporation (in dollars per share) | $ 0.13 | $ 0.12 | $ (0.87) |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Options | |||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||
Options outstanding (in shares) | 71,676 | 75,176 | 167,607 |
Restricted Stock Units (RSUs) | |||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||
Other than options outstanding (in shares) | 1,224,920 | 398,513 | 303,749 |
Warrants | |||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||
Other than options outstanding (in shares) | 442,533 | ||
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) | 1,045,391 | 293,786 | |
Warrants | |||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive securities excluded from computation of EPS (in shares) | 404,346 |
Operating Lease Commitments (Fu
Operating Lease Commitments (Future Minimum Payments Due) (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Leases [Abstract] | |
2,016 | $ 5,359 |
2,017 | 5,226 |
2,018 | 4,637 |
2,019 | 4,024 |
2,020 | 3,929 |
Thereafter | 65,924 |
Total | $ 89,099 |
Operating Lease Commitments (De
Operating Lease Commitments (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)extension | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Operating Leased Assets [Line Items] | |||
Hotel facility and land lease | $ | $ 6,569 | $ 5,210 | $ 4,464 |
Red Lion River Inn [Member] | |||
Operating Leased Assets [Line Items] | |||
Number of extension terms | 3 | ||
Extension period | 5 years | ||
Red Lion Hotel Seattle Airport [Member] | |||
Operating Leased Assets [Line Items] | |||
Number of extension terms | 1 | ||
Extension period | 5 years | ||
Red Lion Anaheim [Member] | |||
Operating Leased Assets [Line Items] | |||
Number of extension terms | 17 | ||
Extension period | 5 years | ||
Red Lion Hotel Kalispell [Member] | |||
Operating Leased Assets [Line Items] | |||
Number of extension terms | 3 | ||
Extension period | 5 years | ||
Denver Design Center [Member] | |||
Operating Leased Assets [Line Items] | |||
Number of extension terms | 1 | ||
Extension period | 5 years |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
May. 31, 2015 | Dec. 31, 2015 | |
Management Agreement [Member] | Red Lion Hotel Woodlake Conference Center Sacramento LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Ownership percentage | 50.00% | |
Property Management Fee Revenue | $ 129 | |
RL Venture LLC | Investor Relations Fee [Member] | Shelbourne Falcon [Member] | ||
Related Party Transaction [Line Items] | ||
Investor relations fee | 0.50% | |
Related party expenses | $ 374 | |
RL Venture LLC | Construction Management Fee [Member] | CPA Development, LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses | 122 | |
Cash and investments | $ 200 |
Parent Company Financial Stat85
Parent Company Financial Statements - Condensed Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Current assets: | |||||
Cash and cash equivalents | $ 23,898 | [1] | $ 5,126 | $ 13,058 | $ 6,477 |
Restricted cash | 11,304 | [1] | 225 | ||
Short-term investments | 18,085 | 0 | |||
Accounts receivable, net | 8,164 | [1] | 6,752 | ||
Notes receivable, net | 929 | 2,944 | |||
Inventories | 721 | [1] | 1,013 | ||
Prepaid expenses and other | 2,149 | [1] | 3,671 | ||
Assets held for sale | 0 | 21,173 | |||
Total current assets | 65,250 | 40,904 | |||
Property and equipment, net | 195,390 | [1] | 160,410 | ||
Goodwill | 8,512 | 8,512 | |||
Intangible assets | 15,301 | 7,012 | |||
Notes receivable, long term | 1,676 | 2,340 | |||
Other assets, net | 1,089 | [1] | 2,132 | ||
Total assets | 287,218 | 221,310 | 232,850 | ||
Current liabilities: | |||||
Accounts payable | 9,263 | [1] | 2,952 | ||
Accrued payroll and related benefits | 6,163 | [1] | 4,567 | ||
Other accrued entertainment liabilities | 9,211 | 5,625 | |||
Other accrued expenses | 3,225 | [1] | 2,547 | ||
Deferred income taxes | 0 | 2,778 | |||
Total current liabilities | 27,862 | 18,469 | |||
Long-term debt, due after one year, net of debt issuance costs | 87,557 | [1] | 58,981 | ||
Deferred income | 1,326 | 2,988 | |||
Deferred income taxes | 2,872 | 35 | |||
Total liabilities | $ 119,617 | $ 80,473 | |||
Commitments and contingencies | |||||
Red Lion Hotels Corporation stockholders' equity: | |||||
Preferred stock | $ 0 | $ 0 | |||
Common stock | 201 | 198 | |||
Additional paid-in capital, common stock | 143,901 | 153,671 | |||
Accumulated other comprehensive loss | 0 | (203) | |||
Retained earnings (accumulated deficit) | (10,110) | (12,829) | |||
Total stockholders' equity | 167,601 | 140,837 | 137,209 | 152,908 | |
Total liabilities and stockholders' equity | 287,218 | 221,310 | |||
Parent Company [Member] | |||||
Current assets: | |||||
Cash and cash equivalents | 16,672 | 5,126 | $ 13,058 | $ 6,477 | |
Restricted cash | 326 | 225 | |||
Short-term investments | 18,085 | 0 | |||
Accounts receivable, net | 8,665 | 6,752 | |||
Notes receivable, net | 929 | 2,944 | |||
Inventories | 224 | 1,013 | |||
Prepaid expenses and other | 1,068 | 3,671 | |||
Assets held for sale | 0 | 21,173 | |||
Total current assets | 45,969 | 40,904 | |||
Investment in Subsidiaries | 49,902 | 0 | |||
Property and equipment, net | 31,644 | 160,410 | |||
Goodwill | 8,512 | 8,512 | |||
Intangible assets | 15,301 | 7,012 | |||
Notes receivable, long term | 1,676 | 2,340 | |||
Other assets, net | 2,519 | 2,132 | |||
Total assets | 155,523 | 221,310 | |||
Current liabilities: | |||||
Accounts payable | 2,085 | 2,952 | |||
Accrued payroll and related benefits | 4,400 | 4,567 | |||
Other accrued entertainment liabilities | 9,211 | 5,625 | |||
Other accrued expenses | 1,637 | 2,547 | |||
Deferred income taxes | 0 | 2,778 | |||
Total current liabilities | 17,333 | 18,469 | |||
Long-term debt, due after one year, net of debt issuance costs | 0 | 58,981 | |||
Deferred income | 1,326 | 2,988 | |||
Deferred income taxes | 2,872 | 35 | |||
Total liabilities | 21,531 | 80,473 | |||
Red Lion Hotels Corporation stockholders' equity: | |||||
Preferred stock | 0 | 0 | |||
Common stock | 201 | 198 | |||
Additional paid-in capital, common stock | 143,901 | 153,671 | |||
Accumulated other comprehensive loss | 0 | (203) | |||
Retained earnings (accumulated deficit) | (10,110) | (12,829) | |||
Total stockholders' equity | 133,992 | 140,837 | |||
Total liabilities and stockholders' equity | $ 155,523 | $ 221,310 | |||
[1] | Variable Interest Entities (VIE) started in 2015 |
Parent Company Financial Stat86
Parent Company Financial Statements - Condensed Statement of Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue: | |||
Company operated hotels | $ 116,187 | $ 118,616 | $ 120,391 |
Other revenues from managed properties | 3,586 | 0 | 0 |
Franchised hotels | 12,039 | 9,618 | 7,136 |
Entertainment | 11,057 | 17,115 | 9,439 |
Other | 51 | 77 | 341 |
Total revenues | 142,920 | 145,426 | 137,307 |
Operating expenses: | |||
Company operated hotels | 92,057 | 94,241 | 97,831 |
Other costs from managed properties | 3,586 | 0 | 0 |
Franchised hotels | 11,233 | 7,004 | 6,555 |
Entertainment | 10,118 | 14,785 | 9,189 |
Other | 35 | 318 | 535 |
Depreciation and amortization | 13,315 | 12,762 | 13,960 |
Hotel facility and land lease | 6,569 | 5,210 | 4,464 |
Asset impairment | 0 | 0 | 7,785 |
(Gain) loss on asset dispositions, net | (17,692) | (4,006) | (112) |
General and administrative expenses | 9,819 | 8,353 | 7,945 |
Total operating expenses | 129,040 | 138,667 | 148,152 |
Operating income (loss) | 13,880 | 6,759 | (10,845) |
Other income (expense): | |||
Interest expense | (6,979) | (4,575) | (5,516) |
Loss on early retirement of debt | (2,847) | 0 | 0 |
Other income, net | 47 | 339 | 474 |
Other income (expense) | (9,779) | (4,236) | (5,042) |
Income (loss) from continuing operations before taxes | 4,101 | 2,523 | (15,887) |
Income tax (benefit) expense | 85 | 31 | (817) |
Net income (loss) from continuing operations | 4,016 | 2,492 | (15,070) |
Discontinued operations: | |||
Loss from discontinued business units, net of income tax benefit | 0 | (187) | (1,204) |
Loss on disposal of the assets of the discontinued business units, net of income tax benefit | 0 | (2) | (773) |
Net loss from discontinued operations | 0 | (189) | (1,977) |
Net income (loss) | 4,016 | 2,303 | (17,047) |
Comprehensive income (loss) | |||
Unrealized gains (losses) on cash flow hedge, net of tax | 0 | (44) | (159) |
Comprehensive income (loss) | 2,719 | 2,259 | (17,206) |
Parent Company [Member] | |||
Revenue: | |||
Company operated hotels | 44,778 | 118,616 | 120,391 |
Other revenues from managed properties | 28,847 | 0 | 0 |
Franchised hotels | 12,039 | 9,618 | 7,136 |
Entertainment | 11,057 | 17,115 | 9,439 |
Other | 51 | 77 | 341 |
Total revenues | 96,772 | 145,426 | 137,307 |
Operating expenses: | |||
Company operated hotels | 34,965 | 94,241 | 97,831 |
Other costs from managed properties | 28,847 | 0 | 0 |
Franchised hotels | 11,233 | 7,004 | 6,555 |
Entertainment | 10,118 | 14,785 | 9,189 |
Other | 35 | 318 | 535 |
Depreciation and amortization | 5,087 | 12,762 | 13,960 |
Hotel facility and land lease | 6,335 | 5,210 | 4,464 |
Asset impairment | 0 | 0 | 7,785 |
(Gain) loss on asset dispositions, net | (17,838) | (4,006) | (112) |
General and administrative expenses | 9,819 | 8,353 | 7,945 |
Total operating expenses | 88,601 | 138,667 | 148,152 |
Operating income (loss) | 8,171 | 6,759 | (10,845) |
Other income (expense): | |||
Interest expense | (2,882) | (4,575) | (5,516) |
Loss on early retirement of debt | (2,847) | 0 | 0 |
Equity in income of subsidiaries | (496) | 0 | 0 |
Other income, net | 858 | 339 | 474 |
Other income (expense) | (5,367) | (4,236) | (5,042) |
Income (loss) from continuing operations before taxes | 2,804 | 2,523 | (15,887) |
Income tax (benefit) expense | 85 | 31 | (817) |
Net income (loss) from continuing operations | 2,719 | 2,492 | (15,070) |
Discontinued operations: | |||
Loss from discontinued business units, net of income tax benefit | 0 | (187) | (1,204) |
Loss on disposal of the assets of the discontinued business units, net of income tax benefit | 0 | (2) | (773) |
Net loss from discontinued operations | 0 | (189) | (1,977) |
Net income (loss) | 2,719 | 2,303 | (17,047) |
Comprehensive income (loss) | |||
Unrealized gains (losses) on cash flow hedge, net of tax | 0 | (44) | (159) |
Comprehensive income (loss) | $ 2,719 | $ 2,259 | $ (17,206) |
Parent Company Financial Stat87
Parent Company Financial Statements - Condensed Statement of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Net Cash Provided by (Used in) Operating Activities [Abstract] | ||||
Net income (loss) | $ 4,016 | $ 2,303 | $ (17,047) | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 13,315 | 12,762 | 14,147 | |
Amortization of debt issuance costs | 935 | 124 | 100 | |
(Gain) loss on disposition of property, equipment and other assets, net | (17,692) | (4,006) | 660 | |
Loss on early retirement of debt | 2,763 | 0 | 0 | |
Asset impairment | 0 | 0 | 8,858 | |
Deferred income taxes | 59 | 6 | (764) | |
Equity in investments | 55 | 36 | 53 | |
Stock based compensation expense | 1,932 | 1,455 | 1,819 | |
Provision for doubtful accounts | 654 | 170 | 110 | |
Change in current assets and liabilities: | ||||
Restricted cash for interest payments and other | (4,404) | (225) | 2,417 | |
Accounts receivable | (1,901) | (635) | (711) | |
Notes receivable | (167) | (153) | 0 | |
Inventories | 234 | 198 | (152) | |
Prepaid expenses and other | 556 | (890) | (230) | |
Accounts payable | 3,381 | (1,811) | (1,261) | |
Other accrued liabilities | 5,944 | 1,399 | (912) | |
Net cash provided by operating activities | 9,680 | 10,733 | 7,087 | |
Investing activities: | ||||
Capital expenditures | (16,542) | (24,891) | (13,193) | |
Purchase of GuestHouse International assets | (8,856) | 0 | 0 | |
Proceeds from disposition of property and equipment | 38,681 | 17,316 | 16,025 | |
Proceeds from redemption of trust common securities | 909 | 0 | 0 | |
Collection of notes receivable related to property sales | 3,509 | 1,914 | 3,706 | |
Advance note receivable | (652) | 0 | 0 | |
Purchases of short-term investments | (18,720) | 0 | 0 | |
Sales of short-term investments | 635 | 0 | 0 | |
Other, net | 28 | 61 | (97) | |
Net cash provided by (used in) investing activities | (36,755) | (5,600) | 6,441 | |
Financing activities: | ||||
Borrowings on long-term debt | 90,772 | 0 | 44,500 | |
Repayment of long-term debt | (30,528) | (12,973) | (38,878) | |
Repayment of credit facility | 0 | 0 | (11,300) | |
Repayment of debentures to Red Lion Hotels Capital Trust | (30,825) | 0 | 0 | |
Debt issuance costs | (4,028) | (6) | (957) | |
Reduction of additional paid in capital for canceled restricted stock units | (347) | (155) | (303) | |
Other, net | (20) | 69 | (9) | |
Net cash provided by (used in) financing activities | 45,847 | (13,065) | (6,947) | |
Change in cash and cash equivalents: | ||||
Net increase (decrease) in cash and cash equivalents | 18,772 | (7,932) | 6,581 | |
Cash and cash equivalents at beginning of year | 5,126 | 13,058 | 6,477 | |
Cash and cash equivalents at end of year | 23,898 | [1] | 5,126 | 13,058 |
Parent Company [Member] | ||||
Net Cash Provided by (Used in) Operating Activities [Abstract] | ||||
Net income (loss) | 2,719 | 2,303 | (17,047) | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 5,087 | 12,762 | 14,147 | |
Amortization of debt issuance costs | 8 | 124 | 100 | |
(Gain) loss on disposition of property, equipment and other assets, net | (17,841) | (4,006) | 660 | |
Loss on early retirement of debt | 2,763 | 0 | 0 | |
Asset impairment | 0 | 0 | 8,858 | |
Deferred income taxes | 59 | 6 | (764) | |
Equity in investments | 551 | 36 | 53 | |
Stock based compensation expense | 1,932 | 1,455 | 1,819 | |
Provision for doubtful accounts | 618 | 170 | 110 | |
Change in current assets and liabilities: | ||||
Restricted cash for interest payments and other | (101) | (225) | 2,417 | |
Accounts receivable | (3,028) | (635) | (711) | |
Notes receivable | (167) | (153) | 0 | |
Inventories | 304 | 198 | (152) | |
Prepaid expenses and other | 744 | (890) | (230) | |
Accounts payable | (820) | (1,811) | (1,261) | |
Other accrued liabilities | 2,761 | 1,399 | (912) | |
Net cash provided by operating activities | (4,411) | 10,733 | 7,087 | |
Investing activities: | ||||
Capital expenditures | (3,921) | (24,891) | (13,193) | |
Purchase of GuestHouse International assets | (8,856) | 0 | 0 | |
Purchases of interests in investments in joint venture entities | (18,049) | 0 | 0 | |
Sales of interests in investments to joint venture partners | 80,734 | 0 | 0 | |
Distributions from investments in joint ventures | 3,224 | 0 | 0 | |
Proceeds from disposition of property and equipment | 38,679 | 17,316 | 16,025 | |
Proceeds from redemption of trust common securities | 909 | 0 | 0 | |
Collection of notes receivable related to property sales | 3,509 | 1,914 | 3,706 | |
Advance note receivable | (652) | 0 | 0 | |
Purchases of short-term investments | (18,720) | 0 | 0 | |
Sales of short-term investments | 635 | 0 | 0 | |
Other, net | 28 | 61 | (97) | |
Net cash provided by (used in) investing activities | 77,520 | (5,600) | 6,441 | |
Financing activities: | ||||
Borrowings on long-term debt | 0 | 0 | 44,500 | |
Repayment of long-term debt | (30,528) | (12,973) | (38,878) | |
Repayment of credit facility | 0 | 0 | (11,300) | |
Repayment of debentures to Red Lion Hotels Capital Trust | (30,825) | 0 | 0 | |
Debt issuance costs | 0 | (6) | (957) | |
Reduction of additional paid in capital for canceled restricted stock units | (347) | (155) | (303) | |
Other, net | 137 | 69 | (9) | |
Net cash provided by (used in) financing activities | (61,563) | (13,065) | (6,947) | |
Change in cash and cash equivalents: | ||||
Net increase (decrease) in cash and cash equivalents | 11,546 | (7,932) | 6,581 | |
Cash and cash equivalents at beginning of year | 5,126 | 13,058 | 6,477 | |
Cash and cash equivalents at end of year | $ 16,672 | $ 5,126 | $ 13,058 | |
[1] | Variable Interest Entities (VIE) started in 2015 |
Parent Company Financial Stat88
Parent Company Financial Statements (Commitments and Contingencies) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($)extension | |
Property, Plant and Equipment [Line Items] | |
2,016 | $ 5,359 |
2,017 | 5,226 |
2,018 | 4,637 |
2,019 | 4,024 |
2,020 | 3,929 |
Thereafter | 65,924 |
Total | $ 89,099 |
Red Lion River Inn [Member] | |
Property, Plant and Equipment [Line Items] | |
Number of extension terms | extension | 3 |
Extension period | 5 years |
Red Lion Hotel Seattle Airport [Member] | |
Property, Plant and Equipment [Line Items] | |
Number of extension terms | extension | 1 |
Extension period | 5 years |
Red Lion Anaheim [Member] | |
Property, Plant and Equipment [Line Items] | |
Number of extension terms | extension | 17 |
Extension period | 5 years |
Kalispell Mall Property [Member] | |
Property, Plant and Equipment [Line Items] | |
Number of extension terms | extension | 3 |
Extension period | 5 years |
Denver Design Center [Member] | |
Property, Plant and Equipment [Line Items] | |
Number of extension terms | extension | 1 |
Extension period | 5 years |
Parent Company [Member] | |
Property, Plant and Equipment [Line Items] | |
2,016 | $ 4,393 |
2,017 | 4,260 |
2,018 | 3,672 |
2,019 | 3,059 |
2,020 | 2,964 |
Thereafter | 7,986 |
Total | $ 26,334 |
Parent Company [Member] | Red Lion River Inn [Member] | |
Property, Plant and Equipment [Line Items] | |
Number of extension terms | extension | 3 |
Extension period | 5 years |
Parent Company [Member] | Red Lion Hotel Seattle Airport [Member] | |
Property, Plant and Equipment [Line Items] | |
Number of extension terms | extension | 1 |
Extension period | 5 years |
Parent Company [Member] | Red Lion Anaheim [Member] | |
Property, Plant and Equipment [Line Items] | |
Number of extension terms | extension | 17 |
Extension period | 5 years |
Parent Company [Member] | Kalispell Mall Property [Member] | |
Property, Plant and Equipment [Line Items] | |
Number of extension terms | extension | 3 |
Extension period | 5 years |
Parent Company [Member] | Denver Design Center [Member] | |
Property, Plant and Equipment [Line Items] | |
Number of extension terms | extension | 1 |
Extension period | 5 years |