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RLH > SEC Filings for RLH > Form 10-Q on 5-Nov-2009All Recent SEC Filings

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Form 10-Q for RED LION HOTELS CORP


5-Nov-2009

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
This quarterly report on Form 10-Q includes forward-looking statements. We have based these statements on our current expectations and projections about future events. When words such as "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "seek," "should," "will" and similar expressions or their negatives are used in this quarterly report, these are forward-looking statements. Many possible events or factors, including those discussed in "Risk Factors" under Item 1A of our annual report filed on Form 10-K for the year ended December 31, 2008, could affect our future financial results and performance, and could cause actual results or performance to differ materially from those expressed. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this quarterly report.
In this report, "we," "us," "our," "our company" and "the company" refer to Red Lion Hotels Corporation and, as the context requires, all of its wholly and partially owned subsidiaries, including, but not limited to, its 100% ownership of Red Lion Hotels Holdings, Inc. and Red Lion Hotels Franchising, Inc. and its approximate 99% ownership of Red Lion Hotels Limited Partnership. "Red Lion" refers to the Red Lion brand. The term "the system," "system-wide hotels" or "system of hotels" refers to our entire group of owned, leased and franchised hotels.
The following discussion and analysis should be read in connection with our unaudited consolidated financial statements and the condensed notes thereto and other financial information included elsewhere in this quarterly report, as well as in conjunction with the consolidated financial statements and the notes thereto for the year ended December 31, 2008, previously filed with the SEC on Form 10-K.
Introduction
We are a NYSE-listed hospitality and leisure company (ticker symbols RLH and RLH-pa) primarily engaged in the ownership, operation and franchising of midscale and upscale, full service hotels under our proprietary Red Lion brand. Established over 30 years ago, the Red Lion brand is nationally recognized and particularly well known in the western United States, where most of our hotels are located. The Red Lion brand is typically associated with three and four-star full-service hotels.
As of September 30, 2009, our hotel system contained 45 hotels located in eight states and one Canadian province, with 8,671 rooms and 431,244 square feet of meeting space as provided below:

                                                      Total         Meeting
                                                    Available        Space
                                         Hotels       Rooms        (sq. ft.)

              Owned and Leased Hotels       32          6,243       309,684
              Franchised Hotels             13          2,428       121,560

              Total Red Lion Hotels         45          8,671       431,244

We operate in three reportable segments:
• The hotels segment derives revenue primarily from guest room rentals and food and beverage operations at our owned and leased hotels.

• The franchise segment is engaged primarily in licensing the Red Lion brand to franchisees. This segment generates revenue from franchise fees that are typically based on a percent of room revenues and are charged to hotel owners in exchange for the use of our brand and access to our central services programs. These programs include the reservation system, guest loyalty program, national and regional sales, revenue management tools, quality inspections, advertising and brand standards.

• The entertainment segment derives revenue primarily from ticketing services and promotion and presentation of entertainment productions.

Our remaining activities, none of which constitute a reportable segment, have been aggregated into "other," and are primarily related to our retail mall direct ownership interest that is attached to one of our hotels and other miscellaneous real estate investments.


Table of Contents

Executive Summary
Our company strategy in this difficult market is to focus on streamlining operations and maximizing the value of our existing portfolio. This will be accomplished through careful cost controls and a focus on brand consistency, which may result in a change to our asset mix. Our goal over the next several years is to maximize shareholder value and return it to shareholders.
Red Lion has created a unique guest experience by establishing an environment that allows our customers to feel at home while they are away from home. Our product and service culture is successful in both large urban and smaller markets. Our hotels strive to reflect the character of the local markets in which they operate, while maintaining a consistent experience. We believe adherence to consistent customer service standards and brand touch-points allow guests to "Stay Comfortable." Red Lion hotels have always been known for providing a comfortable lodging experience complemented by genuine service. Our goal is to create the most memorable guest experience possible, through personalized, exuberant service, allowing us to be a leader in our markets. We believe that leveraging the uniqueness of our physical assets and interacting with our guests in the warm, authentic way that Red Lion has historically been known for will drive our hotels' success. To achieve these goals, we will continue to focus our resources on the following primary areas:
Infrastructure - We have improved the foundation of our company by focusing on our core competencies and by investing in the infrastructure we use to manage the distribution of our room inventory through online and traditional reservations channels. We seek to maximize centrally sourced reservations through our state-of-the art website and central reservations systems, enhanced revenue management strategy and sophisticated interactions with our online travel agency ("OTA") partners. Centrally sourced reservations (i.e. voice, redlion.com, travel agent and third-party on-line travel agencies) accounted for 50.3% and 48.8% of total room revenues at owned and leased hotels during the third quarters of 2009 and 2008, respectively.
Our owned and leased hotels all utilize MICROS Opera Property Management Systems, which provides us with a single image database for managing, analyzing and reporting customer activity, greatly enhancing both our customer service levels and ability to e-market using sophisticated customer relations management tools and tactics.
Physical Assets - Our assets provide us with a stable, positive cash flow operation and a strong base from which to operate the Red Lion brand. As of September 30, 2009, we owned and leased 32 hotel properties, including hotels in many key markets in the western U.S. We also continue to hold properties with strong development potential such as our Bellevue, Washington, Post Falls, Idaho, and Kalispell, Montana locations. In February 2009, we announced the completion of renovations at our newly flagged Red Lion Anaheim property in Southern California. Including $0.7 million in renovations at our Denver Southeast location, we expect to invest an additional $3.0 million throughout the remainder of 2009 to maintain the condition and presentation of our physical assets, which are key to our success. However, we may reduce our level of anticipated capital spending as appropriate to align with our needs.
The Red Lion Way - We want our guests to feel our commitment to their memorable experience through our associates. We are investing in our future by developing leaders throughout all levels of our organization who understand that a culture of associate satisfaction and excellent service is an integral component of our long-term success. This includes ongoing service training, leadership programs and an overall commitment to both operational excellence and guest satisfaction. Our goal is to be known in our industry for leadership excellence, superior guest satisfaction and a positive work environment, and to be profitable under all economic climates.
Liquidity and Profitability - Given the current state of the hospitality and travel markets, our focus is on maintaining liquidity and profitability. This means intensifying our focused sales and marketing efforts and maximizing revenue management programs to capture market share. We will also continue to streamline operations where possible, given the current market environment.
As of September 30, 2009, in addition to $5.1 million in cash, we had an unused capacity of $28 million under our $50 million revolving credit facility. This credit facility can be increased by an additional $50 million to a maximum of $100 million, subject to satisfaction of various conditions.
RevPAR in the three months ended September 30, 2009 for our owned and leased properties declined 13.8% from the same period in 2008, with an 8.6% decrease in ADR. Occupancy at owned and leased properties declined 420 basis points quarter-over-quarter. Our franchise properties also experienced negative RevPAR growth, down 18.6% in the third quarter of 2009 compared to the same period in 2008, with an ADR decrease of 8.4%. Average occupancy, average daily rate and revenue per available room statistics provided below include all owned, leased and franchised hotels on a comparable basis.


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                                                              For the three months ended September 30,                                                                        For the nine months ended September 30,
                                                    2009                                                    2008                                                    2009                                                    2008
                              Average (1)                                             Average (1)                                             Average (1)                                             Average (1)
                               Occupancy          ADR (2)          RevPAR (3)          Occupancy          ADR (2)          RevPAR (3)          Occupancy          ADR (2)          RevPAR (3)          Occupancy          ADR (2)          RevPAR (3)

Owned and Leased Hotels             68.6 %       $ 85.91          $    58.94                72.8 %       $ 93.95          $    68.38                59.5 %       $ 85.15          $    50.69                64.7 %       $ 90.49          $    58.56
Franchised Hotels                   62.6 %       $ 75.42          $    47.20                70.4 %       $ 82.37          $    57.97                55.5 %       $ 76.33          $    42.38                61.1 %       $ 78.99          $    48.24

Total Red Lion Hotels               67.0 %       $ 83.24          $    55.73                72.1 %       $ 90.87          $    65.53                58.4 %       $ 82.73          $    48.29                63.7 %       $ 87.30          $    55.58


Change from prior comparative
period:
Owned and Leased Hotels             (4.2 )          -8.6 %             -13.8 %                                                                      (5.2 )          -5.9 %             -13.4 %
Franchised Hotels                   (7.8 )          -8.4 %             -18.6 %                                                                      (5.6 )          -3.4 %             -12.1 %

Total Red Lion Hotels               (5.1 )          -8.4 %             -15.0 %                                                                      (5.3 )          -5.2 %             -13.1 %

(1) Average occupancy represents total paid rooms divided by total available rooms. Total available rooms represents the number of rooms available multiplied by the number of days in the reported period and includes rooms taken out of service for renovation.

(2) Average daily rate
("ADR") represents total room revenues divided by the total number of paid rooms occupied by hotel guests.

(3) Revenue per available room
("RevPAR") represents total room and related revenues divided by total available rooms.

Our goal in this current economically difficult environment is to maintain or improve profit margins through cost controls while maintaining the Red Lion culture so that our guests continue to Stay Comfortable®. We believe that we are well positioned to achieve our strategic goals; however, the current economic situation and its effects on our industry have created an uncertain operating environment for the remainder of 2009 and beyond. There can be no assurance our results of operations will be similar to our results reported in prior years if changes in travel patterns continue or economic conditions do not improve. Results of Operations
During the third quarter of 2009, we reported net income attributable to Red Lion Hotels Corporation of $3.2 million (or $0.18 per share) compared to $4.4 million (or $0.24 per share) during the third quarter of 2008. For the first nine months of 2009, we reported net income attributable to Red Lion Hotels Corporation of $2.1 million (or $0.12 per share) compared to net income of $2.2 million (or $0.12 per share) during the first nine months of 2008. For the third quarter and first nine months of 2009, total revenues decreased $6.4 million and $16.5 million, respectively, compared to those same periods in 2008.
A summary of our consolidated statement of operations is provided below (in thousands, except per share data).

                                                    Three months ended September 30,                 Nine months ended September 30,
                                                      2009                    2008                    2009                     2008
Total revenue                                    $        50,467         $        56,886        $        129,736         $        146,256
Operating expenses                                        43,544                  48,149                 121,046                  137,481

Operating income                                           6,923                   8,737                   8,690                    8,775

Other income (expense):
Interest expense                                          (2,268 )                (2,321 )                (6,297 )                 (6,955 )
Other income, net                                            189                     420                     537                    1,331


Income before taxes                                        4,844                   6,836                   2,930                    3,151

Income tax expense                                         1,631                   2,391                     825                      926


Net income                                                 3,213                   4,445                   2,105                    2,225

(Income) loss attributable to
noncontrolling interest                                       (5 )                   (10 )                    (5 )                      2


Net income attributable to Red Lion Hotels
Corporation                                      $         3,208         $         4,435        $          2,100         $          2,227


EBITDA                                           $        12,447         $        14,113        $         24,825         $         24,101
EBITDA as a percentage of revenues                          24.7 %                  24.8 %                  19.1 %                   16.5 %

Operating expenses decreased $4.6 million, or 9.6%, quarter-over-quarter, primarily driven by a $6.1 million reduction in hotel operating expenses offset by a $1.3 million increase in the entertainment segment operating costs and a $0.4 million increase in depreciation expense. Operating expenses decreased $16.4 million, or 12.0%, in the nine-month comparable period, which included a $3.7 million charge for separation costs associated with the retirement of our former President and Chief Executive Officer for the nine-month period ended September 30, 2008. The following table details the impact of the $3.7 million charge on net income, earnings per share and EBITDA for the first nine months of 2008 (in thousands, except per share data):


Table of Contents

                                                          Nine months ended
                                                         September 30, 2008
                                                           (in thousands)
      Separation costs                                   $            (3,654 )
      Income tax benefit                                               1,297

      Impact of separation costs on net income           $            (2,357 )


      Separation costs                                   $             (0.20 )
      Income tax benefit                                                0.07

      Impact of separation costs on earnings per share   $             (0.13 )


      Impact of separation costs on EBITDA               $            (3,654 )

EBITDA represents net income attributable to Red Lion Hotels Corporation before interest expense, income tax expense and depreciation and amortization. We utilize EBITDA as a financial measure because management believes that investors find it a useful tool to perform more meaningful comparisons of past, present and future operating results and as a means to evaluate the results of core, on-going operations. We believe it is a complement to net income attributable to Red Lion Hotels Corporation and other financial performance measures. EBITDA is not intended to represent net income attributable to the Company as defined by generally accepted accounting principles in the United States ("GAAP"), and such information should not be considered as an alternative to net income, cash flows from operations or any other measure of performance prescribed by GAAP.
We use EBITDA to measure the financial performance of our owned and leased hotels because we believe interest, taxes and depreciation and amortization bear little or no relationship to our operating performance. By excluding interest expense, EBITDA measures our financial performance irrespective of our capital structure or how we finance our properties and operations. We generally pay federal and state income taxes on a consolidated basis, taking into account how the applicable taxing laws apply to us in the aggregate. By excluding taxes on income, we believe EBITDA provides a basis for measuring the financial performance of our operations excluding factors that our hotels cannot control. By excluding depreciation and amortization expense, which can vary from hotel to hotel based on historical cost and other factors unrelated to the hotels' financial performance, EBITDA measures the financial performance of our hotels without regard to their historical cost. For all of these reasons, we believe EBITDA provides us and investors with information that is relevant and useful in evaluating our business.
However, because EBITDA excludes depreciation and amortization, it does not measure the capital we require to maintain or preserve our fixed assets. In addition, because EBITDA does not reflect interest expense, it does not take into account the total amount of interest we pay on outstanding debt nor does it show trends in interest costs due to changes in our borrowings or changes in interest rates. EBITDA, as defined by us, may not be comparable to EBITDA as reported by other companies that do not define EBITDA exactly as we define the term. Because we use EBITDA to evaluate our financial performance, we reconcile it to net income attributable to Red Lion Hotels Corporation, which is the most comparable financial measure calculated and presented in accordance with GAAP. EBITDA does not represent cash generated from operating activities determined in accordance with GAAP, and should not be considered as an alternative to operating income or net income determined in accordance with GAAP as an indicator of performance or as an alternative to cash flows from operating activities as an indicator of liquidity.
The following is a reconciliation of EBITDA to net income attributable to Red Lion Hotels Corporation for the periods presented (in thousands):

                                                   Three months ended September 30,                 Nine months ended September 30,
                                                     2009                    2008                    2009                     2008
EBITDA                                          $        12,447         $        14,113        $         24,825         $         24,101
Income tax expense                                       (1,631 )                (2,391 )                  (825 )                   (926 )
Interest expense                                         (2,268 )                (2,321 )                (6,297 )                 (6,955 )
Depreciation and amortization                            (5,340 )                (4,966 )               (15,603 )                (13,993 )

Net income attributable to Red Lion Hotels
Corporation                                     $         3,208         $         4,435        $          2,100         $          2,227


Table of Contents

Revenue
   A breakdown of our revenues for the three and nine months ended September 30,
2009 and 2008 is as follows (in thousands):

                                                    Three months ended September 30,                 Nine months ended September 30,
                                                      2009                    2008                    2009                     2008
Operating revenue
Hotels:
Rooms                                            $        33,851         $        39,280        $         83,168         $         95,399
Food and beverage                                         10,454                  12,643                  31,037                   36,459
Other department                                           1,320                   1,549                   3,180                    3,543

Total hotels segment                                      45,625                  53,472                 117,385                  135,401

Franchise                                                    389                     769                   1,397                    1,549
Entertainment                                              3,861                   1,869                   8,968                    6,975
Other                                                        592                     776                   1,986                    2,331

Total Operating Revenue                          $        50,467         $        56,886        $        129,736         $        146,256

Three Months Ended September 30, 2009 and 2008 During the third quarter of 2009, revenue from the hotels segment decreased $7.8 million, or 14.7%, compared to the third quarter of 2008, primarily as a result of a $5.4 million decrease in room revenue, including quarter-over-quarter decreases in group and transient revenues of $2.8 million and $2.1 million, respectively. The current period reflects an 8.6% decrease in average daily rate and a 420 basis point drop in occupancy.
Revenue from the franchise segment decreased $0.4 million due to the receipt of $0.3 million in termination fees during the third quarter of 2008 from two franchise properties that left the system in September 2008. In addition, there was a decrease in royalty fees collected during the third quarter of 2009 as a result of having fewer franchised hotels in our system year-over-year. Revenues from the entertainment segment increased $2.0 million quarter-over-quarter a result of our production of Disney's The Lion King in Anchorage, Alaska that commenced in September 2009, with no comparable shows presented in the third quarter of 2008.
Nine Months Ended September 30, 2009 and 2008 In the first nine months of 2009, revenue from the hotels segment decreased $18.0 million, or 13.3%, compared to the first nine months of 2008. The decrease was primarily driven by a $12.2 million, or 12.8%, decline in room revenue which included a $6.4 million decrease in transient revenue and a $4.9 million decrease in group revenue in the comparable periods. Compared to the first nine months of 2008, average daily rate decreased 5.9% and occupancy levels dropped 520 basis points to 59.5%.
Revenue from the franchise segment decreased $0.2 million compared to the first nine months of 2008, due to the receipt of $0.3 million in termination fees during the third quarter of 2008, as discussed above, offset by $0.3 million settlement received in the second quarter of 2009 from a franchise that we terminated from the system in 2008 as well as a decrease in royalty fees collected in 2009 as a result of fewer franchisees. Entertainment revenue increased $2.0 million to $9.0 million during the first nine months of 2009 compared to 2008, primarily attributable to our production of Disney's The Lion King as discussed above.
Operating Expenses
Operating expenses include direct operating expenses for each of the operating segments, hotel facility and land lease expense, depreciation and amortization, gain or loss on asset dispositions and undistributed corporate expenses. In the aggregate, operating expenses during the three and nine months ended September 30, 2009, decreased $4.6 million and $16.4 million, respectively, over the same periods in 2008 as provided below:


Table of Contents

                                                    Three months ended September 30,                 Nine months ended September 30,
                                                      2009                    2008                    2009                     2008
                                                                                     (In thousands)
Operating Expenses
Hotels                                           $        31,253         $        37,375        $         86,289         $        100,827
Franchise                                                    153                      81                     297                      226
Entertainment                                              2,987                   1,712                   7,375                    6,886
Other                                                        528                     483                   1,609                    1,547
Depreciation and amortization                              5,340                   4,966                  15,603                   13,993
Hotel facility and land lease                              1,826                   1,850                   5,476                    5,496
Gain on asset dispositions, net                              (85 )                   (64 )                  (132 )                   (204 )
Undistributed corporate expenses                           1,542                   1,746                   4,529                    8,710

Total operating expenses                         $        43,544         $        48,149        $        121,046         $        137,481

. . .
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