Parent Company Financial Statements | Parent Company Financial Statements RED LION HOTELS CORPORATION CONDENSED BALANCE SHEET (Parent Company Only) December 31, 2016 and 2015 2016 2015 (See Note 18) (In thousands) ASSETS Current assets: Cash and cash equivalents $ 32,936 $ 16,672 Restricted cash 326 326 Short-term investments — 18,085 Accounts receivable, net 17,674 8,172 Accounts receivable from related parties 1,865 493 Notes receivable 1,295 929 Inventories 200 224 Prepaid expenses and other 3,483 1,068 Total current assets 57,779 45,969 Investment in subsidiaries 42,875 49,902 Property and equipment, net 31,123 31,644 Goodwill 12,566 8,512 Intangible assets, net 52,854 15,301 Notes receivable, long term — 1,676 Other assets, net 1,561 2,519 Total assets $ 198,758 $ 155,523 LIABILITIES Current liabilities: Accounts payable $ 6,415 $ 2,085 Accrued payroll and related benefits 4,625 4,400 Other accrued entertainment liabilities 11,334 10,411 Other accrued liabilities 2,680 1,637 Contingent consideration for acquisition due to related party, due within one year 6,768 — Total current liabilities 31,822 18,533 Contingent consideration for acquisition due to related party, due after one year 4,432 — Deferred income and other long term liabilities 1,452 1,326 Deferred income taxes 5,716 2,872 Total liabilities 43,422 22,731 Commitments and contingencies STOCKHOLDERS’ EQUITY Red Lion Hotels Corporation stockholders' equity Preferred stock — — Common stock 234 201 Additional paid-in capital, common stock 171,089 143,901 Accumulated deficit (15,987 ) (11,310 ) Total stockholders’ equity 155,336 132,792 Total liabilities and stockholders’ equity $ 198,758 $ 155,523 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, 2016 , 2015 and 2014 2016 2015 2014 (In thousands) Revenue: Company operated hotels $ 37,751 $ 44,778 $ 118,616 Other revenues from managed properties 36,546 28,847 — Franchised hotels 24,634 12,039 9,618 Entertainment 15,719 11,057 17,115 Other 128 51 77 Total revenues 114,778 96,772 145,426 Operating expenses: Company operated hotels 27,345 34,965 94,241 Other costs from managed properties 36,546 28,847 — Franchised hotels 19,315 11,233 7,004 Entertainment 13,635 10,118 14,785 Other 42 35 318 Depreciation and amortization 4,976 5,087 12,762 Hotel facility and land lease 3,704 6,335 5,210 Gain on asset dispositions, net (857 ) (17,838 ) (4,006 ) General and administrative expenses 11,109 9,819 8,353 Acquisition and integration costs 2,112 — — Total operating expenses 117,927 88,601 138,667 Operating income (loss) (3,149 ) 8,171 6,759 Other income (expense): Interest expense (112 ) (2,882 ) (4,575 ) Gain (loss) on early retirement of debt — (2,847 ) — Equity in income of subsidiaries (1,367 ) (496 ) — Other income, net 263 858 339 Other income (expense) (1,216 ) (5,367 ) (4,236 ) Income (loss) before taxes (4,365 ) 2,804 2,523 Income tax expense (benefit) 312 85 31 Net income (loss) from continuing operations (4,677 ) 2,719 2,492 Discontinued operations Loss from discontinued business units, net of income tax benefit — — (187 ) Loss on disposal of the assets of the discontinued business units, net of income tax benefit — — (2 ) Net income (loss) from discontinued operations — — (189 ) Net income (loss) (4,677 ) 2,719 2,303 Comprehensive income (loss) Unrealized gains (losses) on cash flow hedge, net of tax — — (44 ) Comprehensive income (loss) $ (4,677 ) $ 2,719 $ 2,259 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, 2016 , 2015 , and 2014 2016 2015 2014 (In thousands) Operating activities: Net income (loss) $ (4,677 ) $ 2,719 $ 2,303 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 4,968 5,087 12,762 Amortization of debt issuance costs — 8 124 (Gain) loss on disposition of property, equipment and other assets, net (857 ) (17,841 ) (4,006 ) Loss on early retirement of debt — 2,763 — Deferred income taxes 288 59 6 Equity in investments 1,356 551 36 Stock based compensation expense 2,640 1,932 1,455 Provision for doubtful accounts 429 618 170 Fair value adjustments to contingent consideration 339 — — Change in current assets and liabilities: Accounts receivable (9,500 ) (3,028 ) (635 ) Notes receivable (110 ) (167 ) (153 ) Inventories 24 304 198 Prepaid expenses and other (2,224 ) 744 (890 ) Accounts payable 3,751 (820 ) (1,811 ) Other accrued liabilities 151 2,761 1,399 Net cash provided by (used in) operating activities (3,422 ) (4,310 ) 10,958 Investing activities: Capital expenditures (3,512 ) (3,921 ) (24,891 ) Acquisition of Vantage Hospitality (22,603 ) — — 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 4,393 3,224 — Proceeds from disposition of property and equipment 400 38,679 17,316 Proceeds from redemption of trust common securities — 909 — Collection of notes receivable related to property sales 2,309 3,509 1,914 Advance note receivable (943 ) (652 ) — Purchases of short-term investments — (18,720 ) — Proceeds from sale of short-term investments 18,085 635 — Other, net 77 28 61 Net cash provided by (used in) investing activities (1,794 ) 77,520 (5,600 ) Financing activities: Repayment of long-term debt — (30,528 ) (12,973 ) Repayment of debentures to Red Lion Hotels Capital Trust — (30,825 ) — Debt issuance costs — — (6 ) Proceeds from sale of interests in joint ventures 3,218 — — Reduction of additional paid in capital for repurchased restricted stock units (353 ) (347 ) (155 ) Proceeds from common stock offering, net 18,460 — — Other, net 155 137 69 Net cash used in financing activities 21,480 (61,563 ) (13,065 ) Change in cash, cash equivalents and restricted cash: Net increase (decrease) in cash, cash equivalents and restricted cash 16,264 11,647 (7,707 ) Cash, cash equivalents and restricted cash at beginning of year 16,998 5,351 13,058 Cash, cash equivalents and restricted cash at end of year $ 33,262 $ 16,998 $ 5,351 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 Canada Franchising, Inc. • Red Lion Hotels Management, Inc. ("RL Management") • Red Lion Hotels Limited Partnership • TicketsWest.com, Inc. 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. Restricted Cash The FASB issued ASU 2016-18 , Statement of Cash Flows (Topic 230): Restricted Cash to require that restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total cash amounts shown on the statement of cash flows. Consequently, transfers between cash and restricted cash will not be presented as a separate line item in the operating, investing or financing sections of the cash flow statement. We early adopted this standard, as permitted, effective for the year ended December 31, 2016. We have revised the consolidated statement of cash flows for the years ended December 31, 2015 and 2014 to reflect the adoption of this standard. As a result, the total change in cash flows for 2015 was an increase of $0.1 million of operating cash inflows. For the year ended December 31, 2014, total operating cash inflows increased by $0.2 million . In our consolidated statements of cash flows for the years ended December 31, 2016 , 2015 and 2014 , we include restricted cash with cash and cash equivalents when reconciling the beginning and ending balances for each period. The balances included in the consolidated statements of cash flows for the years ended December 31 are as follows: 2016 2015 2014 Cash and cash equivalents $ 32,936 $ 16,672 $ 5,126 Restricted cash 326 326 225 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 33,262 $ 16,998 $ 5,351 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, 2016 : 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 None Red Lion Anaheim (1) April 2021 17 renewal terms of five years each Red Lion Hotel Kalispell April 2028 Three renewal terms of five years each Spokane, Washington Office December 2017 None Denver, Colorado Office November 2021 One renewal term of five years Coral Springs, Florida Office April 2018 Two renewal terms of 3 years each (1) Ground lease only Total future minimum payments due under all current term operating and capital leases at December 31, 2016 , are as indicated below (in thousands): Year Ending December 31, Total Lease Obligation Operating Lease Obligation Capital Lease Obligation 2017 $ 4,672 $ 4,645 $ 27 2018 3,972 3,948 24 2019 3,293 3,283 10 2020 3,272 3,261 11 2021 1,720 1,713 7 Thereafter 4,095 4,095 — Total $ 21,024 $ 20,945 $ 79 C. Revision of the Previously Issued Financial Statements for Correction of an Immaterial Error We evaluated the "Other accrued entertainment liabilities" and determined it was understated by $1.2 million as of December 31, 2013. We recorded a correction to increase "Other accrued entertainment liabilities" with a corresponding increase to accumulated deficit of $1.2 million as of January 1, 2014, the earliest date presented in the financial statements. We assessed the materiality of these errors on our prior quarterly and annual financial statements, assessing materiality both quantitatively and qualitatively, in accordance with the SEC’s Staff Accounting Bulletin (“SAB”) No. 99 and SAB No. 108 and concluded that the errors were not material to any of our previously issued financial statements. However, in order to correctly present the entertainment liability on a go forward basis, we revised our previously issued financial statements herein. As a result of the correction, we have revised certain amounts in our consolidated balance sheet as of December 31, 2015. The effects of the revision on our condensed parent company only balance sheet as of December 31, 2015 were as follows: December 31, 2015 Condensed Balance Sheet: As Previously Reported Adjustments As Revised (In thousands) Other accrued entertainment liabilities $ 9,211 $ 1,200 $ 10,411 Total current liabilities 17,333 1,200 18,533 Total liabilities 21,531 1,200 22,731 Accumulated deficit (10,110 ) (1,200 ) (11,310 ) Total stockholders' equity 133,992 (1,200 ) 132,792 There was no impact on our condensed revenues, operating expenses, operating income, earnings per share or cash flows for the years ended December 31, 2015 and 2014 as a result of the revision. |