Notification That Annual Report Will Be Submitted Late (nt 10-k)
March 15 2017 - 4:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION
OF LATE FILING
SEC File Number: 001-13957
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(Check One)
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☒ Form 10-K ☐ Form 20-F ☐ Form
11-K ☐ Form 10-Q
☐ Form N-SAR ☐ Form N-CSR
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For Period Ended: December 31, 2016
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☐ Transition Report on Form 10-K
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☐ Transition Report on Form 20-F
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☐ Transition Report on Form 11-K
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☐ Transition Report on Form 10-Q
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☐ Transition Report on Form N-SAR
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For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has verified any information contained
herein.
If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
PART I REGISTRANT
INFORMATION
RED LION HOTELS CORPORATION
Full name of registrant:
Former name if applicable:
201 W. North River Drive, Suite 100
Address of principal executive office (Street and number):
Spokane, WA 99201
City,
state and zip code
PART II RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate.)
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☒
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(a)
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III NARRATIVE
State below in
reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Red Lion Hotels Corporation (the Company) is unable to file its Annual Report on Form 10-K for the year ended December 31, 2016 within the
prescribed time period without unreasonable effort or expense. Subsequent to December 31, 2016, the Company identified a material weakness in its internal controls over financial reporting related to its Entertainment segment. Specifically, the
Company did not design and maintain effective controls in order to reconcile the outstanding balance of its event ticketing liability due to third parties for ticket sales included in our Entertainment segment. The Company requires additional
time to finalize its financial statements, to be filed as part of the 2016 Form 10-K, as it completes the reconciliation process of the third party ticket liability within its Entertainment segment.
The company currently expects to file the 2016 Form 10-K on or before March 31, 2017, the prescribed due date under the fifteen calendar day extension
period provided under Rule 12b-25.
This Notification of Late Filing on Form 12b-25 may contain certain forward-looking statements (within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) and information relating to the Company that is based on the beliefs of the management of the Company. These forward
looking statements are subject to risks and uncertainties, including the risk that the evaluation described above results in further adjustments to the financial statements and results of operations. Should one of these risks or uncertainties
materialize actual results or outcomes may vary materially from those described as anticipated, believed, estimated, intended, or planned.
PART IV OTHER INFORMATION
(1)
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Name and telephone number of person to contact in regard to this notification
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David M. Wright
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(509) 459-6100
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(Name)
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(Area Code) (Telephone Number)
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(2)
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). Yes ☒No ☐
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(3)
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion
thereof? Yes ☐ No ☒
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If so, attach an
explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
RED LION HOTELS CORPORATION
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: March 15, 2017
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By:
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/s/ David M. Wright
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David M. Wright
Vice President, Interim Chief
Financial Officer
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