Exhibit 99.2
 RED LION HOTELS CORPORATION UNAUDITED PRO FORMA
CONSOLIDATED FINANCIAL INFORMATION




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##### 



RED LION HOTELS CORPORATION

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 2011
 (Amounts in thousands)
 HistoricalConsolidated
    
    
    Sale ofRed Lion Hotels
    
    
    Red Lion Hotel on
    
    
    UnauditedCorporation
    
    
    Fifth Avenue
    
    
    Pro FormaASSETSCurrent assets:Cash and cash equivalents
    
    $
    5,607
    
    
    $
    (137
    )(1)
    
    $
    49,00943,539
    (3)Restricted cash
    
    
    4,792
    
    
    
    (38
    )(1)
    
    
    4,754Accounts receivable, net
    
    
    5,992
    
    
    
    (202
    )(1)
    
    
    5,790Inventories
    
    
    1,322
    
    
    
    (54
    )(1)
    
    
    1,268Prepaid expenses and other
    
    
    1,920
    
    
    
    (50
    )(1)
    
    
    1,870Deferred income taxes
    
    
    7,377
    
    
    
    (4,651
    )(4)
    
    
    2,726Assets held for sale
    
    
    43,944
    
    
    
    (34,138
    )(1)
    
    
    9,806Total current assets
    
    
    70,954
    
    
    
    4,269
    
    
    
    75,223Property and equipment, net
    
    
    229,458
    
    
    
    
    
    
    
    229,458Goodwill
    
    
    22,730
    
    
    
    
    
    
    
    22,730Intangible assets, net
    
    
    7,972
    
    
    
    
    
    
    
    7,972Other assets, net
    
    
    6,732
    
    
    
    (895
    )(5)
    
    
    5,837Total assets
    
    $
    337,846
    
    
    $
    3,374
    
    
    $
    341,220LIABILITIESCurrent liabilities:Accounts payable
    
    $
    5,504
    
    
    $
    (58
    )(1)
    
    $
    5,446Income Taxes Payable
    
    
    
    
    
    
    8,827
    (4)
    
    
    8,827Accrued payroll and related benefits
    
    
    3,239
    
    
    
    (150
    )(1)
    
    
    3,089Accrued interest payable
    
    
    291
    
    
    
    
    
    
    
    291Advance deposits
    
    
    1,079
    
    
    
    (102
    )(1)
    
    
    977Other accrued expenses
    
    
    11,991
    
    
    
    (327
    )(1)
    
    
    11,664Revolving credit facility, due within one year
    
    
    25,000
    
    
    
    (25,000
    )(6)
    
    
    Current portion of long-term debt
    
    
    24,928
    
    
    
    
    
    
    
    24,928Total current liabilities
    
    
    72,032
    
    
    
    (16,810
    )
    
    
    55,222Long-term debt, due after one year
    
    
    51,391
    
    
    
    
    
    
    
    51,391Deferred income
    
    
    5,015
    
    
    
    
    
    
    
    5,015Deferred income taxes
    
    
    11,789
    
    
    
    
    
    
    
    11,789Debentures due Red Lion Hotels Capital Trust
    
    
    30,825
    
    
    
    
    
    
    
    30,825Total liabilities
    
    
    171,052
    
    
    
    (16,810
    )
    
    
    154,242Commitments and contingenciesSTOCKHOLDERS EQUITYRed Lion Hotels Corporation stockholders equityPreferred stock - 5,000,000 shares authorized; $0.01 par value;
no shares issued or outstanding
    
    
    
    
    
    
    
    
    
    
    Common stock - 50,000,000 shares authorized; $0.01 par value;
18,993,267 shares issued and outstanding
    
    
    190
    
    
    
    
    
    
    
    190Additional paid-in capital, common stock
    
    
    147,633
    
    
    
    
    
    
    
    147,633Retained earnings
    
    
    18,975
    
    
    
    20,184
    (12)
    
    
    39,159Total Red Lion Hotels Corporation
stockholders equity
    
    
    166,798
    
    
    
    20,184
    
    
    
    186,982Noncontrolling interest
    
    
    (4
    )
    
    
    
    
    
    
    (4
    )Total equity
    
    
    166,794
    
    
    
    20,184
    
    
    
    186,978Total liabilities and stockholders equity
    
    $
    337,846
    
    
    $
    3,374
    
    
    $
    341,220
 2




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##### 



RED LION HOTELS CORPORATION

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010
 (Amounts in thousands, except per share data)
 HistoricalConsolidated
    
    
    Sale ofRed Lion Hotels
    
    
    Red Lion Hotel on
    
    
    UnauditedCorporation
    
    
    Fifth Avenue
    
    
    Pro FormaRevenue:Hotels
    
    $
    148,568
    
    
    $
    (14,279
    )(2)
    
    $
    134,289Franchise
    
    
    3,209
    
    
    
    669
    (7)
    
    
    3,878Entertainment
    
    
    9,236
    
    
    
    
    
    
    
    9,236Other
    
    
    2,481
    
    
    
    
    
    
    
    2,481Total revenues
    
    
    163,494
    
    
    
    (13,610
    )
    
    
    149,884Operating expenses:Hotels
    
    
    116,574
    
    
    
    (9,465
    )(2)
    
    
    107,216107
    (8)Franchise
    
    
    3,118
    
    
    
    396
    (7)
    
    
    3,514Entertainment
    
    
    7,769
    
    
    
    
    
    
    
    7,769Other
    
    
    1,598
    
    
    
    
    
    
    
    1,598Depreciation and amortization
    
    
    20,885
    
    
    
    (1,851
    )(2)
    
    
    18,803(231
    )(9)Impairment Loss
    
    
    5,733
    
    
    
    
    
    
    
    5,733Hotel facility and land lease
    
    
    5,840
    
    
    
    
    
    
    
    5,840Gain (loss) on asset dispositions, net
    
    
    (25
    )
    
    
    (2
    )(2)
    
    
    (27
    )Undistributed corporate expenses
    
    
    6,304
    
    
    
    
    
    
    
    6,304Total expenses
    
    
    167,796
    
    
    
    (11,046
    )
    
    
    156,750Operating income (loss)
    
    
    (4,302
    )
    
    
    (2,564
    )
    
    
    (6,866
    )Other income (expense):Interest expense
    
    
    (9,073
    )
    
    
    843
    (10)
    
    
    (8,230
    )Other income, net
    
    
    409
    
    
    
    
    
    
    
    409Income (loss) before taxes
    
    
    (12,966
    )
    
    
    (1,721
    )
    
    
    (14,687
    )Income tax expense (benefit)
    
    
    (4,736
    )
    
    
    (627
    )(11)
    
    
    (5,363
    )Net income (loss) from continuing operations
    
    
    (8,230
    )
    
    
    (1,094
    )
    
    
    (9,324
    )Less: Net income (loss) attributable to noncontrolling interest
    
    
    10
    
    
    
    (10
    )(2)
    
    
    Net income (loss) from continuing operations attributable to Red Lion Hotels
Corporation
    
    $
    (8,220
    )
    
    $
    (1,104
    )
    
    $
    (9,324
    )Earnings per share  basic and dilutedNet income (loss) from continuing operations
    
    $
    (0.45
    )
    
    
    
    
    
    $
    (0.50
    )Weighted average shares -basic and diluted
    
    
    18,485
    
    
    
    
    
    
    
    18,485
 3




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##### 



RED LION HOTELS CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2011
 (Amounts in thousands, except per share data)
 HistoricalConsolidated
    
    
    Sale ofRed Lion Hotels
    
    
    Red Lion Hotel on
    
    
    UnauditedCorporation
    
    
    Fifth Avenue
    
    
    Pro FormaRevenue:Hotels
    
    $
    30,158
    
    
    $
    (2,841
    )(2)
    
    $
    27,317Franchise
    
    
    707
    
    
    
    135
    (7)
    
    
    842Entertainment
    
    
    2,800
    
    
    
    
    
    
    
    2,800Other
    
    
    607
    
    
    
    
    
    
    
    607Total revenues
    
    
    34,272
    
    
    
    (2,706
    )
    
    
    31,566Operating expenses:Hotels
    
    
    27,169
    
    
    
    (2,143
    )(2)
    
    
    25,05428
    (8)Franchise
    
    
    894
    
    
    
    85
    (7)
    
    
    979Entertainment
    
    
    2,614
    
    
    
    
    
    
    
    2,614Other
    
    
    393
    
    
    
    
    
    
    
    393Depreciation and amortization
    
    
    5,306
    
    
    
    (457
    )(2)
    
    
    4,523(326
    )(9)Hotel facility and land lease
    
    
    2,111
    
    
    
    
    
    
    
    2,111Gain (loss) on asset dispositions, net
    
    
    (86
    )
    
    
    
    
    
    
    (86
    )Undistributed corporate expenses
    
    
    1,344
    
    
    
    
    
    
    
    1,344Total expenses
    
    
    39,745
    
    
    
    (2,813
    )
    
    
    36,932Operating income (loss)
    
    
    (5,473
    )
    
    
    107
    
    
    
    (5,366
    )Other income (expense):Interest expense
    
    
    (2,301
    )
    
    
    283
    (10)
    
    
    (2,018
    )Other income, net
    
    
    4
    
    
    
    
    
    
    
    4Income (loss) before taxes
    
    
    (7,770
    )
    
    
    390
    
    
    
    (7,380
    )Income tax expense (benefit)
    
    
    (2,999
    )
    
    
    151
    (11)
    
    
    (2,848
    )Net income (loss)
    
    
    (4,771
    )
    
    
    239
    
    
    
    (4,532
    )Less: Net income (loss) attributable to noncontrolling interest
    
    
    10
    
    
    
    (1
    )(2)
    
    
    9Net income (loss) attributable to Red Lion Hotels Corporation
    
    $
    (4,761
    )
    
    $
    238
    
    
    $
    (4,523
    )Earnings per share  basic and dilutedNet income (loss)
    
    $
    (0.25
    )
    
    
    
    
    
    $
    (0.24
    )Net income (loss) attributable to Red
Lion Hotels Corporation
    
    $
    (0.25
    )
    
    
    
    
    
    $
    (0.24
    )Weighted average shares -basic and diluted
    
    
    18,974
    
    
    
    
    
    
    
    18,974
 4




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##### 



RED LION HOTELS CORPORATION
ADJUSTMENTS TO UNAUDITED
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
 
 (1)
    
    These adjustments reflect the elimination of the assets transferred and liabilities
assumed by the buyer.
 (2)
    
    These adjustments reflect the elimination of the operating results of the Red Lion
Hotel on Fifth Avenue.
 (3)
    
    Reflects cash proceeds received at the closing of the sale of $71 million, net of
estimated transaction and selling costs, and the repayment of the principal balance
outstanding under the registrants revolving credit facility. The credit facility was
secured by the hotel sold and the registrant was required to repay the outstanding
principal balance with proceeds from the sale.
 (4)
    
    Reflects the tax impact of the sale on income taxes payable and deferred income taxes.
It is estimated that the sale will result in income taxes payable of approximately $8.8
million after utilizing net operating loss carry forwards and credits, the impact of which
can be seen in the adjustment to deferred income taxes. Note that the pro forma tax
adjustments are subject to further refinement and adjustment based on a more comprehensive
tax analysis and review. Such income taxes payable are reflected as an adjustment in the
pro forma consolidated balance sheet as of March 31, 2011. However, as the charge is
non-recurring, such amount is not reflected in the pro forma consolidated statements of
operations for any periods presented.
 (5)
    
    To record the reduction of deferred financing costs associated with the credit
facility.
 (6)
    
    To record the repayment of the principal balance outstanding under the credit facility.
 (7)
    
    To record franchise revenue and expense associated with operating the hotel as a
franchise.
 (8)
    
    To record the retained corporate expenses previously allocated to this hotel.
 (9)
    
    To record the reduction of loan fee amortization expense related to the credit
facility.
 (10)
    
    To record elimination of interest expense under the credit facility.
 (11)
    
    Adjustment to reflect the income tax effect of the pro forma adjustments at the
applicable tax rates.
 (12)
    
    To record the impact of adjustments made, including the gain on sale. The estimated
gain, net of tax, has been included as an adjustment to retained earnings but has not been
reflected in the pro forma consolidated statements of operations as it is non-recurring in
nature.
 5