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Ryman Hospitality Properties, Inc. - Quarter Report: 2015 September (Form 10-Q)

10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2015

or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-13079

 

 

RYMAN HOSPITALITY PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   73-0664379

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

One Gaylord Drive

Nashville, Tennessee 37214

(Address of Principal Executive Offices)

(Zip Code)

(615) 316-6000

(Registrant’s Telephone Number, Including Area Code)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    x  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    x  No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class

  

Outstanding as of October 30, 2015

Common Stock, par value $.01    51,285,263 shares

 

 

 


Table of Contents

RYMAN HOSPITALITY PROPERTIES, INC.

FORM 10-Q

For the Quarter Ended September 30, 2015

INDEX

 

     Page  

Part I - Financial Information

  
  Item 1. Financial Statements.   
    Condensed Consolidated Balance Sheets (Unaudited) - September 30, 2015 and December 31, 2014      3   
    Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - For the Three Months and Nine Months Ended September 30, 2015 and 2014      4   
    Condensed Consolidated Statements of Cash Flows (Unaudited) - For the Nine Months Ended September 30, 2015 and 2014      5   
    Notes to Condensed Consolidated Financial Statements (Unaudited)      6   
  Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.      25   
  Item 3. Quantitative and Qualitative Disclosures About Market Risk.      49   
  Item 4. Controls and Procedures.      49   

Part II - Other Information

  
  Item 1. Legal Proceedings.      50   
  Item 1A. Risk Factors.      50   
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.      50   
  Item 3. Defaults Upon Senior Securities.      50   
  Item 4. Mine Safety Disclosures.      50   
  Item 5. Other Information.      50   
  Item 6. Exhibits.      50   

SIGNATURES

     51   

 

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Part I – FINANCIAL INFORMATION

Item 1. – FINANCIAL STATEMENTS.

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

 

     September 30,
2015
    December 31,
2014
 

ASSETS:

    

Property and equipment, net of accumulated depreciation

   $ 2,011,381      $ 2,036,261   

Cash and cash equivalents - unrestricted

     40,340        76,408   

Cash and cash equivalents - restricted

     21,854        17,410   

Notes receivable

     149,569        149,612   

Trade receivables, less allowance of $675 and $704, respectively

     63,807        45,188   

Deferred financing costs

     26,688        21,646   

Prepaid expenses and other assets

     67,677        66,621   
  

 

 

   

 

 

 

Total assets

   $ 2,381,316      $ 2,413,146   
  

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY:

    

Debt and capital lease obligations

   $ 1,469,582      $ 1,341,555   

Accounts payable and accrued liabilities

     163,498        166,848   

Deferred income tax liabilities, net

     8,876        14,284   

Deferred management rights proceeds

     183,877        183,423   

Dividends payable

     36,616        29,133   

Derivative liabilities

     —          134,477   

Other liabilities

     145,473        142,019   

Commitments and contingencies

    

Stockholders’ equity:

    

Preferred stock, $.01 par value, 100,000 shares authorized, no shares issued or outstanding

     —          —     

Common stock, $.01 par value, 400,000 shares authorized, 51,283 and 51,044 shares issued and outstanding, respectively

     513        510   

Additional paid-in capital

     885,351        882,193   

Treasury stock of 505 and 477 shares, at cost

     (9,647     (8,002

Accumulated deficit

     (476,261     (446,963

Accumulated other comprehensive loss

     (26,562     (26,331
  

 

 

   

 

 

 

Total stockholders’ equity

     373,394        401,407   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 2,381,316      $ 2,413,146   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME

(Unaudited)

(In thousands, except per share data)

 

     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
     2015     2014     2015     2014  

Revenues:

        

Rooms

   $ 92,828      $ 92,378      $ 292,089      $ 282,836   

Food and beverage

     108,558        104,175        345,931        331,378   

Other hotel revenue

     23,456        22,549        69,111        70,021   

Entertainment (previously Opry and Attractions)

     27,978        25,913        72,873        65,144   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     252,820        245,015        780,004        749,379   

Operating expenses:

        

Rooms

     27,347        28,397        80,216        82,778   

Food and beverage

     63,797        60,508        193,661        184,748   

Other hotel expenses

     70,108        71,863        210,513        212,788   

Management fees

     3,213        3,622        10,516        11,485   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total hotel operating expenses

     164,465        164,390        494,906        491,799   

Entertainment (previously Opry and Attractions)

     18,954        16,557        48,775        44,239   

Corporate

     8,017        6,952        21,384        19,707   

Preopening costs

     118        —          909        —     

Impairment and other charges

     —          —          2,890        —     

Depreciation and amortization

     28,498        28,033        85,467        84,268   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     220,052        215,932        654,331        640,013   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     32,768        29,083        125,673        109,366   

Interest expense

     (16,138     (17,135     (47,765     (48,277

Interest income

     2,982        3,001        9,383        9,070   

Loss on extinguishment of debt

     —          —          —          (2,148

Other gains and (losses), net

     2,467        (282     (18,104     (4,608
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

     22,079        14,667        69,187        63,403   

Benefit for income taxes

     4,612        463        3,425        371   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     26,691        15,130        72,612        63,774   

Loss on call spread and warrant modifications related to convertible notes

     —          —          —          (4,952
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income available to common shareholders

   $ 26,691      $ 15,130      $ 72,612      $ 58,822   
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic income per share available to common shareholders

   $ 0.52      $ 0.30      $ 1.42      $ 1.16   
  

 

 

   

 

 

   

 

 

   

 

 

 

Fully diluted income per share available to common shareholders

   $ 0.52      $ 0.25      $ 1.41      $ 0.97   
  

 

 

   

 

 

   

 

 

   

 

 

 

Dividends declared per common share

   $ 0.70      $ 0.55      $ 2.00      $ 1.65   
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income, net of deferred taxes

   $ 26,364      $ 15,079      $ 72,381      $ 63,623   
  

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30, 2015 and 2014

(Unaudited)

(In thousands)

 

     2015     2014  

Cash Flows from Operating Activities:

    

Net income

   $ 72,612      $ 63,774   

Amounts to reconcile net income to net cash flows provided by operating activities:

    

Benefit for deferred income taxes

     (5,303     (2,261

Depreciation and amortization

     85,467        84,268   

Amortization of deferred financing costs

     4,177        4,532   

Amortization of discount on convertible notes

     —          8,735   

Impairment and other charges

     2,890        —     

Loss on extinguishment of debt

     —          2,148   

Loss on repurchase of warrants

     20,246        6,065   

Write-off of deferred financing costs

     1,926        —     

Stock-based compensation expense

     4,582        4,217   

Changes in:

    

Trade receivables

     (18,619     (7,637

Interest receivable

     (1,987     (144

Accounts payable and accrued liabilities

     (6,901     (2,543

Other assets and liabilities

     (8,122     (3,940
  

 

 

   

 

 

 

Net cash flows provided by operating activities

     150,968        157,214   
  

 

 

   

 

 

 

Cash Flows from Investing Activities:

    

Purchases of property and equipment

     (63,352     (50,728

Proceeds from sale of Peterson LOI

     10,000        —     

(Increase) decrease in restricted cash and cash equivalents

     (4,444     5,936   

Other investing activities

     2,533        8,011   
  

 

 

   

 

 

 

Net cash flows used in investing activities

     (55,263     (36,781
  

 

 

   

 

 

 

Cash Flows from Financing Activities:

    

Net borrowings (repayments) under credit facility

     (268,600     17,500   

Net borrowings (repayments) under term loan B

     (3,000     399,000   

Issuance of senior notes

     400,000        —     

Repurchase and conversion of convertible notes

     —          (126,542

Repurchase of common stock warrants

     (154,681     (108,331

Deferred financing costs paid

     (11,145     (8,428

Payment of dividend

     (95,404     (81,352

Proceeds from exercise of stock option and purchase plans

     1,430        6,119   

Other financing activities

     (373     (445
  

 

 

   

 

 

 

Net cash flows provided by (used in) financing activities

     (131,773     97,521   
  

 

 

   

 

 

 

Net change in cash and cash equivalents

     (36,068     217,954   

Cash and cash equivalents - unrestricted, beginning of period

     76,408        61,579   
  

 

 

   

 

 

 

Cash and cash equivalents - unrestricted, end of period

   $ 40,340      $ 279,533   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

1. BASIS OF PRESENTATION:

The condensed consolidated financial statements include the accounts of Ryman Hospitality Properties, Inc. (“Ryman”) and its subsidiaries (collectively with Ryman, the “Company”) and have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. In the opinion of management, all adjustments necessary for a fair statement of the results of operations for the interim periods have been included. All adjustments are of a normal, recurring nature. The results of operations for such interim periods are not necessarily indicative of the results for the full year because of seasonal and short-term variations.

The Company conducts its business through an umbrella partnership real estate investment trust (“REIT”), in which all of its assets are held by, and all of its operations are conducted through, RHP Hotel Properties, LP, a subsidiary operating partnership (the “Operating Partnership”) that the Company formed in connection with its REIT conversion discussed in Note 2. Ryman is the sole limited partner of the Operating Partnership and currently owns, either directly or indirectly, all of the partnership units of the Operating Partnership. RHP Finance Corporation, a Delaware corporation (“Finco”), was formed as a wholly-owned subsidiary of the Operating Partnership for the sole purpose of being an issuer of debt securities with the Operating Partnership. Neither Ryman nor Finco has any material assets, other than Ryman’s investment in the Operating Partnership and its 100%-owned subsidiaries. As 100%-owned subsidiaries of Ryman, neither the Operating Partnership nor Finco has any business, operations, financial results or other material information, other than the business, operations, financial results and other material information described in this Quarterly Report on Form 10-Q and Ryman’s other reports filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended.

The Company principally operates, through its subsidiaries and its property managers, as applicable, in the following business segments: Hospitality, Entertainment (previously referred to as Opry and Attractions), and Corporate and Other.

Acquisition

In December 2014, the Company purchased from an affiliate of The Peterson Companies (the developer of the National Harbor, Maryland development in which Gaylord National Resort and Convention Center (“Gaylord National”) is located) the AC Hotel, a 192-room hotel previously operated as the Aloft Hotel at National Harbor for a purchase price of $21.8 million (the “AC Hotel”). The transaction required that the property be transferred to the Company unencumbered by any existing hotel franchise or management agreements. The Company has rebranded the hotel and Marriott is now operating the property in conjunction with the Gaylord National pursuant to a separate management agreement. The hotel opened in April 2015. Simultaneously with the purchase of this hotel, the Company also acquired from an affiliate of The Peterson Companies a vacant one-half acre parcel of land located in close proximity to Gaylord National, suitable for development of a hotel or other permitted uses. In December 2014, the Company paid $21.2 million of the combined purchase price, including transaction costs, in cash and issued a $6.0 million note payable to an affiliate of The Peterson Companies, which is due in January 2016 and bears interest at an Applicable Federal Rate as determined by the Internal Revenue Service and is shown in Note 7.

 

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Reclassifications

In January 2015, the hospitality industry’s Uniform System of Accounts for the Lodging Industry, Eleventh Revised Edition became effective. This revised edition contains updates to the classifications of certain hotel financial information, including the reclassification of technology-related revenue from other hotel revenue to food and beverage revenue and the reclassification of revenue management expense from rooms expense to other hotel expense. In order to be more aligned with its peers in the hospitality REIT industry, the Company adopted the updates in its 2015 presentation. As a result, $5.9 million and $19.7 million, respectively, of other hotel revenue has been reclassified as food and beverage revenue and $1.1 million and $3.1 million, respectively, of rooms expense has been reclassified as other hotel expense in the accompanying condensed consolidated statement of operations for the three months and nine months ended September 30, 2014.

Newly Issued Accounting Standards

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” the core principle of which is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Under this guidance, companies will need to use more judgment and make more estimates than under today’s guidance. These judgments may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The ASU is currently effective for the Company in the first quarter of 2018. The Company is currently evaluating the effects of this ASU on its financial statements, and such effects have not yet been determined.

In April 2015, the FASB issued ASU No. 2015-03, “Interest – Imputation of Interest,” which changes the presentation of debt issuance costs in financial statements. Under the ASU, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. The Company expects to adopt this ASU in the fourth quarter of 2015 and, other than the movement of deferred financing costs from an asset to an offset to a liability, does not expect this adoption to have a material impact on the Company’s consolidated financial statements.

 

2. DEFERRED MANAGEMENT RIGHTS PROCEEDS:

The Company restructured its business operations to facilitate its qualification as a REIT for federal income tax purposes (the “REIT conversion”) during 2012 and has elected to be taxed as a REIT commencing with the year ended December 31, 2013.

On October 1, 2012, the Company consummated its agreement to sell the Gaylord Hotels brand and rights to manage the Gaylord Opryland Resort and Convention Center (“Gaylord Opryland”), the Gaylord Palms Resort and Convention Center (“Gaylord Palms”), the Gaylord Texan Resort and Convention Center (“Gaylord Texan”) and Gaylord National, which the Company refers to collectively as the “Gaylord Hotels properties,” to Marriott International, Inc. (“Marriott”) for $210.0 million in cash. Effective October 1, 2012, Marriott assumed responsibility for managing the day-to-day operations of the Gaylord Hotels properties pursuant to a management agreement for each Gaylord Hotel property.

On October 1, 2012, the Company received $210.0 million in cash from Marriott in exchange for rights to manage the Gaylord Hotels properties (the “Management Rights”) and certain intellectual property (the “IP Rights”). The Company allocated $190.0 million of the purchase price to the Management Rights and $20.0 million to the IP Rights. The allocation was based on the Company’s estimates of the fair values for the respective components. The Company estimated the fair value of each component by constructing distinct discounted cash flow models.

 

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For financial accounting purposes, the amount related to the Management Rights was deferred and is amortized on a straight line basis over the 65-year term of the hotel management agreements, including extensions, as a reduction in management fee expense. The amount related to the IP Rights was recognized into income as other gains and losses during the fourth quarter of 2012.

In addition, pursuant to additional management agreements, Marriott manages the day-to-day operations of the Inn at Opryland, the AC Hotel, General Jackson Showboat, Gaylord Springs Golf Links and the Wildhorse Saloon. To comply with certain REIT qualification requirements, the Company will be required to engage third-party managers to operate and manage its future hotel properties, if any. Additionally, non-REIT operations, which consist of the activities of taxable REIT subsidiaries that act as lessees of the Company’s hotels, as well as the businesses within the Company’s Entertainment segment (previously referred to as the Opry and Attractions segment), continue to be subject, as applicable, to federal corporate and state income taxes following the REIT conversion.

 

3. INCOME PER SHARE:

The weighted average number of common shares outstanding is calculated as follows (in thousands):

 

     Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
     2015      2014      2015      2014  

Weighted average shares outstanding - basic

     51,283         50,975         51,226         50,805   

Effect of dilutive stock-based compensation

     347         442         361         495   

Effect of convertible notes

     —           6,307         —           5,946   

Effect of common stock warrants

     —           3,435         —           3,156   
  

 

 

    

 

 

    

 

 

    

 

 

 

Weighted average shares outstanding - diluted

     51,630         61,159         51,587         60,402   
  

 

 

    

 

 

    

 

 

    

 

 

 

As discussed more fully in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, in 2009 the Company issued 3.75% Convertible Senior Notes due 2014 (the “Convertible Notes”). The Company settled the outstanding face value of the Convertible Notes in cash at maturity on October 1, 2014. The conversion spread associated with the conversion of the Convertible Notes was settled in shares of the Company’s common stock. Pursuant to a purchased call option, or note hedge, the Company also received and cancelled an equal number of shares of its common stock at maturity.

In connection with the issuance of the Convertible Notes, the Company sold common stock purchase warrants to counterparties affiliated with the initial purchasers of the Convertible Notes whereby the warrant holders could purchase shares of the Company’s stock. At separate times during 2014, the Company modified the agreements with each of the counterparties to cash settle the warrants as described in Note 7. As a result of these modifications, the warrants were settled in cash during 2014 and the first quarter of 2015 and did not affect the calculation of diluted earnings per share for the three months and nine months ended September 30, 2015.

In May and June 2014, the Company modified the agreements with note hedge counterparties to cash settle a portion of the warrants as described in Note 7. In April 2014, the Company entered into agreements with the note hedge counterparties to proportionately reduce the number of purchased call options and the warrants discussed above in conjunction with a repurchase of a portion of the Convertible Notes. Each of these agreements were considered modifications to the purchased call options and warrants (as applicable), and based on the terms of the agreements, the Company recognized a charge of $5.0 million in the nine months ended September 30, 2014. This charge was recorded as an increase to accumulated deficit and derivative liability, as the liability was settled in cash. These charges also represent a deduction from net income in calculating net income available to common shareholders and earnings per share available to common shareholders in the accompanying condensed consolidated statements of operations.

 

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4. ACCUMULATED OTHER COMPREHENSIVE LOSS:

The Company’s balance in accumulated other comprehensive loss is composed of amounts related to the Company’s minimum pension liability. During the three months and nine months ended September 30, 2015, the Company recorded $0.6 million in other comprehensive loss, which primarily represents the increase in the Company’s pension plan liability as described in Note 9, and reclassified zero and $0.2 million, respectively, from accumulated other comprehensive loss into operating expenses in the Company’s condensed consolidated statements of operations included herein. During the three months and nine months ended September 30, 2014, the Company recorded no other comprehensive income and reclassified zero and $(0.2) million, respectively, from accumulated other comprehensive (income) loss into operating expenses.

 

5. PROPERTY AND EQUIPMENT:

Property and equipment at September 30, 2015 and December 31, 2014 is recorded at cost and summarized as follows (in thousands):

 

     September 30,
2015
     December 31,
2014
 

Land and land improvements

   $ 254,553       $ 254,013   

Buildings

     2,362,227         2,340,555   

Furniture, fixtures and equipment

     590,920         576,453   

Construction-in-progress

     31,568         26,046   
  

 

 

    

 

 

 
     3,239,268         3,197,067   

Accumulated depreciation

     (1,227,887      (1,160,806
  

 

 

    

 

 

 

Property and equipment, net

   $ 2,011,381       $ 2,036,261   
  

 

 

    

 

 

 

 

6. NOTES RECEIVABLE:

As further discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, in connection with the development of Gaylord National, the Company is currently holding two issuances of bonds and receives the debt service thereon, which is payable from property tax increments, hotel taxes and special hotel rental taxes generated from Gaylord National through the maturity date. The Company is recording the amortization of discount on these notes receivable as interest income over the life of the notes.

During the three months ended September 30, 2015 and 2014, the Company recorded interest income of $3.0 million on these bonds. During the nine months ended September 30, 2015 and 2014, the Company recorded interest income of $9.3 million and $9.1 million, respectively, on these bonds. The Company received payments of $9.4 million and $10.8 million during the nine months ended September 30, 2015 and 2014, respectively, relating to these notes receivable.

 

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7. DEBT:

The Company’s debt and capital lease obligations at September 30, 2015 and December 31, 2014 consisted of (in thousands):

 

     September 30,
2015
     December 31,
2014
 

Credit Facility, terms as set forth below

   $ 317,900       $ 586,500   

$400 Million Term Loan B, interest at LIBOR plus 2.75%, maturing January 15, 2021

     395,000         398,000   

$350 Million Senior Notes, interest at 5.0%, maturing April 15, 2021

     350,000         350,000   

$400 Million Senior Notes, interest at 5.0%, maturing April 15, 2023

     400,000         —     

AC Hotel Note Payable, terms as set forth in Note 1

     6,000         6,000   

Capital lease obligations

     682         1,055   
  

 

 

    

 

 

 

Total debt

     1,469,582         1,341,555   

Less amounts due within one year

     (6,019      (377
  

 

 

    

 

 

 

Total long-term debt

   $ 1,463,563       $ 1,341,178   
  

 

 

    

 

 

 

At September 30, 2015, the Company was in compliance with all of its covenants related to its outstanding debt.

Credit Facility

On June 5, 2015, the Company entered into Amendment No. 2 (the “Amendment”) among the Company, as a guarantor, the Operating Partnership, as borrower, certain other subsidiaries of the Company party thereto, as guarantors, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent, to the Company’s Fourth Amended and Restated Credit Agreement (the “Credit Facility”). Prior to the Amendment, the Company’s Credit Facility consisted of a $700.0 million senior secured revolving credit facility (the “revolving credit facility”), a $300.0 million senior secured term loan facility (the “term loan A”), and a $400 million senior secured term loan facility (the “term loan B”). Following the Amendment, the Company’s Credit Facility consists of the revolving credit facility and the term loan B, which matures on January 15, 2021. The Company paid off the previously outstanding term loan A during the second quarter of 2015 with a substantial portion of the proceeds from the Operating Partnership’s and Finco’s private placement of $400 million in aggregate principal amount of senior notes due 2023 (the “$400 Million 5% Senior Notes”), and the term loan A was eliminated.

Pursuant to the Amendment, the Company extended the maturity date of the revolving credit facility under the Credit Facility to June 5, 2019 and provided for two additional six-month extension options, at the election of the Company. In addition, the Amendment lowered the adjustable margin (the “Applicable Margin”) for determining the interest rate on revolving loans based on the Company’s consolidated funded indebtedness to total asset value ratio (as defined in the Credit Facility). Interest on the Company’s borrowings under the revolving credit facility is payable quarterly, in arrears, for base rate-based loans and at the end of each interest rate period for LIBOR-based loans. The effective interest rate at September 30, 2015 was LIBOR plus 1.65%. Principal is payable in full at maturity. Further, the unused commitment fee was reduced to 0.2% to 0.3% per year of the average unused portion of the revolving credit facility. The Company’s term loan B remains outstanding.

The Credit Facility continues to be guaranteed by the Company, each of its four wholly-owned subsidiaries that own the Gaylord Hotels properties, and certain other subsidiaries of the Company. The loans continue to be secured by (i) a first mortgage lien on the real property of each of the Company’s Gaylord Hotels properties, (ii) pledges of equity interests in the Company’s subsidiaries that own the Gaylord Hotels properties, (iii) the personal property of the Company, the Operating Partnership and the subsidiaries that guarantee the Credit Facility and (iv) all proceeds and products from the Company’s Gaylord Hotels properties.

 

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In addition, the revolving credit facility and term loan B continue to be subject to certain covenants contained in the Credit Facility, which among other things, limit the incurrence of additional indebtedness, investments, dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, liens and encumbrances and other matters customarily restricted in such agreements.

If an event of default occurs and is continuing under the Credit Facility, the commitments under the Credit Facility may be terminated and the principal amount outstanding under the Credit Facility, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.

As a result of the Amendment, the Company wrote off $1.9 million of deferred financing costs during the nine months ended September 30, 2015, which is included in interest expense in the accompanying condensed consolidated statement of operations.

$400 Million 5% Senior Notes

On April 14, 2015, the Operating Partnership and Finco completed the private placement of the $400 Million 5% Senior Notes. The $400 Million 5% Senior Notes are general unsecured senior obligations of the Company’s issuing subsidiaries and are guaranteed by the Company and its subsidiaries that guarantee the Credit Facility. The $400 Million 5% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries and the guarantors and U.S. Bank National Association as trustee. The $400 Million 5% Senior Notes have a maturity date of April 15, 2023 and bear interest at 5% per annum, payable semi-annually in cash in arrears on April 15 and October 15 of each year, beginning October 15, 2015. The $400 Million 5% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including $350.0 million in aggregate principal amount of issuing subsidiaries’ senior unsecured notes due 2021 (the “$350 Million 5% Senior Notes”), and senior in right of payment to future subordinated indebtedness, if any. The $400 Million 5% Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness to the extent of the value of the assets securing such indebtedness. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $400 Million 5% Senior Notes are effectively subordinated to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $400 Million 5% Senior Notes.

The issuing subsidiaries may redeem the $400 Million 5% Senior Notes before April 15, 2018, in whole or in part, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest, if any, up to, but excluding, the applicable redemption date plus a make-whole redemption premium. The $400 Million 5% Senior Notes will be redeemable, in whole or in part, at any time on or after April 15, 2018 at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 103.75%, 102.50%, 101.25% and 100.00% beginning on April 15 of 2018, 2019, 2020 and 2021, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date.

The net proceeds from the issuance of the $400 Million 5% Senior Notes totaled approximately $392 million, after deducting the initial purchasers’ discounts, commissions and estimated offering expenses. The Company used substantially all of these proceeds to repay amounts outstanding under its Credit Facility, including the elimination of its $300 million term loan A, and to repay a portion of the amounts outstanding under the revolving credit facility portion of the Credit Facility.

 

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Warrants Related to 3.75% Convertible Senior Notes

Separately and concurrently with the 2009 issuance of its previous Convertible Notes, the Company also entered into warrant transactions whereby it sold common stock purchase warrants to counterparties affiliated with the initial purchasers of the Convertible Notes. The warrants entitled the counterparties to purchase shares of the Company’s common stock. Pursuant to December 2014 agreements with the remaining note hedge counterparties, the Company cash settled the remaining 4.7 million warrants in the first quarter of 2015. As the modification required the warrants to be cash settled, the fair value of the warrants was reclassified from stockholders’ equity to a derivative liability on the modification date. In the first quarter of 2015, the Company settled this repurchase for total consideration of $154.7 million and recorded a $20.2 million loss on the change in the fair value of the derivative liability from December 31, 2014 through the settlement date, which is included in other gains and losses, net in the accompanying condensed consolidated statement of operations for the nine months ended September 30, 2015.

 

8. STOCK PLANS:

In addition to grants of stock options to its directors and employees, the Company’s Amended and Restated 2006 Omnibus Incentive Plan permits the award of restricted stock and restricted stock units. The fair value of restricted stock and restricted stock units with time-based vesting or performance conditions is determined based on the market price of the Company’s stock at the date of grant. The Company generally records compensation expense equal to the fair value of each restricted stock award granted over the vesting period.

During the nine months ended September 30, 2015, the Company granted 0.2 million restricted stock units with a weighted-average grant date fair value of $58.98 per award. There were 0.5 million and 0.6 million restricted stock units outstanding at September 30, 2015 and December 31, 2014, respectively.

The compensation expense that has been charged against pre-tax income for all of the Company’s stock-based compensation plans was $1.5 million for the three months ended September 30, 2015 and 2014 and $4.6 million and $4.2 million for the nine months ended September 30, 2015 and 2014, respectively.

 

9. RETIREMENT AND POSTRETIREMENT BENEFITS OTHER THAN PENSION PLANS:

Net periodic pension (income) expense reflected in the accompanying condensed consolidated statements of operations included the following components for the respective periods (in thousands):

 

     Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
     2015      2014      2015      2014  

Interest cost

   $ 1,005       $ 1,053       $ 2,977       $ 3,142   

Expected return on plan assets

     (1,142      (1,379      (3,518      (4,198

Amortization of net actuarial loss

     258         180         875         475   

Net settlement loss

     1,593         —           1,593         —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total net periodic pension (income) expense

   $ 1,714       $ (146    $ 1,927       $ (581
  

 

 

    

 

 

    

 

 

    

 

 

 

As a result of increased lump-sum distributions from the Company’s qualified retirement plan during 2015, a net settlement loss of $1.6 million was recognized in the three months and nine months ended September 30, 2015 and has been classified as corporate operating expenses in the accompanying condensed consolidated statements of operations and comprehensive income.

In addition, the increase in lump-sum distributions required the Company to re-measure its liability under its pension plan as of August 31, 2015. As a result of the lump-sum distributions and a decrease in the pension plan’s

 

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expected return on plan assets from 7.5% at December 31, 2014 to 6.5% at August 31, 2015, partially offset by an increase in the pension plan’s assumed discount rate from 3.7% at December 31, 2014 to 4.0% at August 31, 2015, the Company recorded a $2.2 million increase in its liability under the pension plan, which was recorded as an increase in other liabilities and accumulated other comprehensive loss in the accompanying condensed consolidated balance sheet as of September 30, 2015.

Net postretirement benefit income reflected in the accompanying condensed consolidated statements of operations included the following components for the respective periods (in thousands):

 

     Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
     2015      2014      2015      2014  

Interest cost

   $ 53       $ 56       $ 159       $ 165   

Amortization of net actuarial loss

     118         125         354         334   

Amortization of prior service credit

     (329      (328      (986      (985
  

 

 

    

 

 

    

 

 

    

 

 

 

Total net postretirement benefit income

   $ (158    $ (147    $ (473    $ (486
  

 

 

    

 

 

    

 

 

    

 

 

 

 

10. INCOME TAXES:

The Company has elected to be taxed as a REIT effective January 1, 2013, pursuant to the U.S. Internal Revenue Code of 1986, as amended. As a REIT, generally the Company will not be subject to federal corporate income taxes on ordinary taxable income and capital gains income from real estate investments that it distributes to its stockholders. The Company will, however, be subject to corporate income taxes on built-in gains (the excess of fair market value over tax basis at January 1, 2013) that result from gains on certain assets. In addition, the Company will continue to be required to pay federal and state corporate income taxes on earnings of its taxable REIT subsidiaries (“TRSs”).

The income tax benefit related to the current period operations of the Company was $4.6 million and $0.5 million for the three months ended September 30, 2015 and 2014, respectively, and $3.4 million and $0.4 million for the nine months ended September 30, 2015 and 2014, respectively. These results differ from the statutory rate primarily due to the non-taxable income of the REIT and the decrease in valuation allowance required at the TRSs.

At September 30, 2015 and December 31, 2014, the Company had no unrecognized tax benefits.

 

11. COMMITMENTS AND CONTINGENCIES:

The Company is self-insured up to a stop loss for certain losses related to workers’ compensation claims and general liability claims through September 30, 2012, and for certain losses related to employee medical benefits through December 31, 2012. The Company’s insurance program subsequently transitioned to a low or no deductible program. The Company has purchased stop-loss coverage in order to limit its exposure to any significant levels of claims relating to workers’ compensation, employee medical benefits and general liability for which it is self-insured.

The Company has entered into employment agreements with certain officers, which provide for severance payments upon certain events, including certain terminations in connection with a change of control.

The Company, in the ordinary course of business, is involved in certain legal actions and claims on a variety of matters. It is the opinion of management that such legal actions will not have a material effect on the results of operations, financial condition or liquidity of the Company.

 

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12. STOCKHOLDERS’ EQUITY:

Stock Repurchase Authorization

On August 20, 2015, the Company announced that its board of directors authorized a share repurchase program for up to $100 million of the Company’s common stock using cash on hand and borrowings under its revolving credit line. The repurchases are intended to be implemented through open market transactions on U.S. exchanges or in privately negotiated transactions, in accordance with applicable securities laws, and any market purchases will be made during open trading window periods or pursuant to any applicable Rule 10b5-1 trading plans. The authorization extends until December 31, 2016. The timing, prices, and sizes of repurchases will depend upon prevailing market prices, general economic and market conditions and other considerations. The repurchase program does not obligate the Company to acquire any particular amount of stock. During the three months and nine months ended September 30, 2015, no repurchases were made by the Company under this authorization.

Dividends

On February 26, 2015, the Company’s board of directors declared the Company’s first quarter 2015 cash dividend in the amount of $0.65 per share of common stock, or an aggregate of approximately $33.3 million in cash, which was paid on April 16, 2015 to stockholders of record as of the close of business on March 31, 2015.

On June 9, 2015, the Company’s board of directors declared the Company’s second quarter 2015 cash dividend in the amount of $0.65 per share of common stock, or an aggregate of approximately $33.3 million in cash, which was paid on July 15, 2015 to stockholders of record as of the close of business on June 30, 2015.

On July 30, 2015, the Company’s board of directors declared the Company’s third quarter 2015 cash dividend in the amount of $0.70 per share of common stock, or an aggregate of approximately $35.9 million in cash, which was paid on October 15, 2015 to stockholders of record as of the close of business on September 30, 2015.

 

13. FAIR VALUE MEASUREMENTS:

The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

At September 30, 2015 and December 31, 2014, the Company held certain assets that are required to be measured at fair value on a recurring basis. These included investments held in conjunction with the Company’s non-qualified contributory deferred compensation plan. These investments consist of mutual funds traded in an active market. The Company determined the fair value of these mutual funds based on the net asset value per unit of the funds or the portfolio, which is based upon quoted market prices in an active market. Therefore, the Company has categorized these investments as Level 1.

As discussed in Note 7, in the first quarter of 2015, the Company cash settled 4.7 million common stock warrants associated with its Convertible Notes, which were classified as a derivative liability in the accompanying condensed consolidated balance sheet as of December 31, 2014. The Company determined the fair value of these warrants based on the Company’s closing stock price at December 31, 2014 and a pricing grid provided by the counterparties to the warrants that was based on observable inputs. Therefore, the Company has categorized this liability as Level 2.

The Company has consistently applied the above valuation techniques in all periods presented and believes it has obtained the most accurate information available for each type of instrument.

 

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The Company had no liabilities required to be measured at fair value at September 30, 2015. The Company’s assets and liabilities measured at fair value on a recurring basis at September 30, 2015 and December 31, 2014, were as follows (in thousands):

 

     September 30,
2015
     Markets for
Identical Assets
(Level 1)
     Observable
Inputs
(Level 2)
     Unobservable
Inputs
(Level 3)
 

Deferred compensation plan investments

   $ 18,317       $ 18,317       $ —         $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets measured at fair value

   $ 18,317       $ 18,317       $ —         $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 
     December 31,
2014
     Markets for
Identical Assets
(Level 1)
     Observable
Inputs
(Level 2)
     Unobservable
Inputs
(Level 3)
 

Deferred compensation plan investments

   $ 19,712       $ 19,712       $ —         $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets measured at fair value

   $ 19,712       $ 19,712       $ —         $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Warrant liability

   $ 134,477       $ —         $ 134,477       $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total liabilities measured at fair value

   $ 134,477       $ —         $ 134,477       $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 

The remainder of the assets and liabilities held by the Company at September 30, 2015 are not required to be measured at fair value. The carrying value of certain of these assets and liabilities do not approximate fair value, as described below.

As further discussed in Note 6 and the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, in connection with the development of Gaylord National, the Company received two bonds (“Series A Bond” and “Series B Bond”) from Prince George’s County, Maryland which had aggregate carrying values of $83.2 million and $66.3 million, respectively, at September 30, 2015. The maturity dates of the Series A Bond and the Series B Bond are July 1, 2034 and September 1, 2037, respectively. Based upon current market interest rates of notes receivable with comparable market ratings and current expectations about the timing of debt service payments under the notes, which the Company considers as Level 3, the fair value of the Series A Bond, which has the senior claim to the cash flows supporting these bonds, approximated carrying value at September 30, 2015 and the fair value of the Series B Bond was approximately $55 million at September 30, 2015. While the fair value of the Series B Bond decreased to less than its carrying value during 2011 due to a change in the timing of the debt service payments, the Company has the intent and ability to hold this bond to maturity and expects to receive all debt service payments due under the note. Therefore, the Company does not consider the Series B Bond to be other than temporarily impaired at September 30, 2015.

The carrying amount of short-term financial instruments held by the Company (cash, short-term investments, trade receivables, accounts payable and accrued liabilities) approximates fair value due to the short maturity of those instruments. The concentration of credit risk on trade receivables is minimized by the large and diverse nature of the Company’s customer base.

 

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14. FINANCIAL REPORTING BY BUSINESS SEGMENTS:

The Company’s operations are organized into three principal business segments:

 

    Hospitality, which includes Gaylord Opryland, Gaylord Palms, Gaylord Texan, Gaylord National, the Inn at Opryland and the AC Hotel;

 

    Entertainment, previously referred to as Opry and Attractions, which includes the Grand Ole Opry, WSM-AM, and the Company’s Nashville-based attractions; and

 

    Corporate and Other, which includes the Company’s corporate expenses.

The following information is derived directly from the segments’ internal financial reports used for corporate management purposes (amounts in thousands):

 

     Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
     2015      2014      2015      2014  

Revenues:

           

Hospitality

   $ 224,842       $ 219,102       $ 707,131       $ 684,235   

Entertainment (previously Opry and Attractions)

     27,978         25,913         72,873         65,144   

Corporate and Other

     —           —           —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 252,820       $ 245,015       $ 780,004       $ 749,379   
  

 

 

    

 

 

    

 

 

    

 

 

 

Depreciation and amortization:

           

Hospitality

   $ 26,383       $ 25,886       $ 79,175       $ 77,403   

Entertainment (previously Opry and Attractions)

     1,434         1,327         4,199         3,983   

Corporate and Other

     681         820         2,093         2,882   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 28,498       $ 28,033       $ 85,467       $ 84,268   
  

 

 

    

 

 

    

 

 

    

 

 

 

Operating income (loss):

           

Hospitality

   $ 33,994       $ 28,826       $ 133,050       $ 115,033   

Entertainment (previously Opry and Attractions)

     7,590         8,029         19,899         16,922   

Corporate and Other

     (8,698      (7,772      (23,477      (22,589

Preopening costs

     (118      —           (909      —     

Impairment and other charges

     —           —           (2,890      —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total operating income

     32,768         29,083         125,673         109,366   

Interest expense

     (16,138      (17,135      (47,765      (48,277

Interest income

     2,982         3,001         9,383         9,070   

Loss on extinguishment of debt

     —           —           —           (2,148

Other gains and (losses), net

     2,467         (282      (18,104      (4,608
  

 

 

    

 

 

    

 

 

    

 

 

 

Income before income taxes

   $ 22,079       $ 14,667       $ 69,187       $ 63,403   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

15. INFORMATION CONCERNING GUARANTOR AND NON-GUARANTOR SUBSIDIARIES:

The $350 Million 5% Senior Notes and the $400 Million 5% Senior Notes were each issued by the Operating Partnership and Finco and are guaranteed on a senior unsecured basis by the Company, each of the Company’s four wholly-owned subsidiaries that own the Gaylord Hotels properties, and certain other of the Company’s subsidiaries, each of which guarantees the Operating Partnership’s Credit Facility (such subsidiary guarantors, together with the Company, the “Guarantors”). The subsidiary Guarantors are 100% owned, and the guarantees are full and unconditional and joint and several. Not all of the Company’s subsidiaries have guaranteed the Company’s $350 Million 5% Senior Notes and the $400 Million 5% Senior Notes.

 

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The following condensed consolidating financial information includes certain allocations of revenues and expenses based on management’s best estimates, which are not necessarily indicative of financial position, results of operations and cash flows that these entities would have achieved on a stand-alone basis.

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

September 30, 2015

 

(in thousands)    Parent
Guarantor
    Issuer     Guarantors      Non-
Guarantors
    Eliminations     Consolidated  

ASSETS:

             

Property and equipment, net of accumulated depreciation

   $ 6,680      $ —        $ 1,650,830       $ 353,871      $ —        $ 2,011,381   

Cash and cash equivalents - unrestricted

     81        857        26         39,376        —          40,340   

Cash and cash equivalents - restricted

     —          —          —           21,854        —          21,854   

Notes receivable

     —          —          —           149,569        —          149,569   

Trade receivables, less allowance

     —          —          —           63,807        —          63,807   

Deferred financing costs

     —          26,688        —           —          —          26,688   

Prepaid expenses and other assets

     7,049        —          119,580         63,159        (122,111     67,677   

Intercompany receivables, net

     —          —          1,221,423         —          (1,221,423     —     

Investments

     982,189        2,795,064        531,809         697,380        (5,006,442     —     
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total assets

   $ 995,999      $ 2,822,609      $ 3,523,668       $ 1,389,016      $ (6,349,976   $ 2,381,316   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY:

             

Debt and capital lease obligations

   $ —        $ 1,468,900      $ —         $ 682      $ —        $ 1,469,582   

Accounts payable and accrued liabilities

     348        17,636        1,167         266,755        (122,408     163,498   

Deferred income tax liabilities, net

     6,970        —          593         1,313        —          8,876   

Deferred management rights proceeds

     —          —          —           183,877        —          183,877   

Dividends payable

     36,616        —          —           —          —          36,616   

Other liabilities

     —          —          83,405         61,785        283        145,473   

Intercompany payables, net

     578,671        432,332        —           210,406        (1,221,409     —     

Commitments and contingencies

             

Stockholders’ equity:

             

Preferred stock

     —          —          —           —          —          —     

Common stock

     513        1        1         2,387        (2,389     513   

Additional paid-in-capital

     885,351        1,032,505        2,812,431         1,213,325        (5,058,261     885,351   

Treasury stock

     (9,647     —          —           —          —          (9,647

Accumulated deficit

     (476,261     (128,765     626,071         (524,952     27,646        (476,261

Accumulated other comprehensive loss

     (26,562     —          —           (26,562     26,562        (26,562
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total stockholders’ equity

     373,394        903,741        3,438,503         664,198        (5,006,442     373,394   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 995,999      $ 2,822,609      $ 3,523,668       $ 1,389,016      $ (6,349,976   $ 2,381,316   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

 

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RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2014

 

(in thousands)    Parent
Guarantor
    Issuer     Guarantors      Non-
Guarantors
    Eliminations     Consolidated  

ASSETS:

             

Property and equipment, net of accumulated depreciation

   $ 6,574      $ —        $ 1,691,996       $ 337,691      $ —        $ 2,036,261   

Cash and cash equivalents - unrestricted

     392        1,001        36         74,979        —          76,408   

Cash and cash equivalents - restricted

     —          —          —           17,410        —          17,410   

Notes receivable

     —          —          —           149,612        —          149,612   

Trade receivables, less allowance

     —          —          —           45,188        —          45,188   

Deferred financing costs

     —          21,646        —           —          —          21,646   

Prepaid expenses and other assets

     16,908        33        75,335         50,713        (76,368     66,621   

Intercompany receivables, net

     —          219,772        1,073,805         —          (1,293,577     —     

Investments

     1,587,425        2,767,163        526,645         695,896        (5,577,129     —     
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total assets

   $ 1,611,299      $ 3,009,615      $ 3,367,817       $ 1,371,489      $ (6,947,074   $ 2,413,146   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY:

             

Debt and capital lease obligations

   $ —        $ 1,340,500      $ —         $ 1,055      $ —        $ 1,341,555   

Accounts payable and accrued liabilities

     36        7,248        216         235,999        (76,651     166,848   

Deferred income tax liabilities, net

     7,258        —          616         6,410        —          14,284   

Deferred management rights proceeds

     —          —          —           183,423        —          183,423   

Dividends payable

     29,133        —          —           —          —          29,133   

Derivative liabilities

     134,477        —          —           —          —          134,477   

Other liabilities

     —          —          79,382         62,354        283        142,019   

Intercompany payables, net

     1,038,988        —          —           254,589        (1,293,577     —     

Commitments and contingencies

             

Stockholders’ equity:

             

Preferred stock

     —          —          —           —          —          —     

Common stock

     510        1        1         2,387        (2,389     510   

Additional paid-in-capital

     882,193        1,741,705        2,803,719         1,183,941        (5,729,365     882,193   

Treasury stock

     (8,002     —          —           —          —          (8,002

Accumulated deficit

     (446,963     (79,839     483,883         (532,338     128,294        (446,963

Accumulated other comprehensive loss

     (26,331     —          —           (26,331     26,331        (26,331
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total stockholders’ equity

     401,407        1,661,867        3,287,603         627,659        (5,577,129     401,407   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 1,611,299      $ 3,009,615      $ 3,367,817       $ 1,371,489      $ (6,947,074   $ 2,413,146   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

 

18


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RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

AND COMPREHENSIVE INCOME

For the Three Months Ended September 30, 2015

 

(in thousands)    Parent
Guarantor
    Issuer     Guarantors     Non-
Guarantors
    Eliminations     Consolidated  

Revenues:

            

Rooms

   $ —        $ —        $ —        $ 92,828      $ —        $ 92,828   

Food and beverage

     —          —          —          108,558        —          108,558   

Other hotel revenue

     —          —          74,846        27,685        (79,075     23,456   

Entertainment (previously Opry and Attractions)

     57        —          —          27,966        (45     27,978   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     57        —          74,846        257,037        (79,120     252,820   

Operating expenses:

            

Rooms

     —          —          —          27,347        —          27,347   

Food and beverage

     —          —          —          63,797        —          63,797   

Other hotel expenses

     —          —          10,935        133,909        (74,736     70,108   

Management fees

     —          —          —          3,213        —          3,213   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total hotel operating expenses

     —          —          10,935        228,266        (74,736     164,465   

Entertainment (previously Opry and Attractions)

     —          —          —          19,000        (46     18,954   

Corporate

     78        374        —          7,565        —          8,017   

Corporate overhead allocation

     2,482        —          1,856        —          (4,338     —     

Preopening costs

     —          —          —          118        —          118   

Depreciation and amortization

     32        —          14,730        13,736        —          28,498   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     2,592        374        27,521        268,685        (79,120     220,052   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss)

     (2,535     (374     47,325        (11,648     —          32,768   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Interest expense

     —          (16,140     10        (8     —          (16,138

Interest income

     —          —          —          2,982        —          2,982   

Other gains and (losses), net

     —          —          —          2,467        —          2,467   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income taxes

     (2,535     (16,514     47,335        (6,207     —          22,079   

(Provision) benefit for income taxes

     (135     (22     (61     4,830        —          4,612   

Equity in subsidiaries’ earnings, net

     29,361        —          —          —          (29,361     —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ 26,691      $ (16,536   $ 47,274      $ (1,377   $ (29,361   $ 26,691   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income (loss)

   $ 26,364      $ (16,536   $ 47,274      $ (1,704   $ (29,034   $ 26,364   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

19


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RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

AND COMPREHENSIVE INCOME

For the Three Months Ended September 30, 2014

 

(in thousands)    Parent
Guarantor
    Issuer     Guarantors     Non-
Guarantors
    Eliminations     Consolidated  

Revenues:

            

Rooms

   $ —        $ —        $ —        $ 92,378      $ —        $ 92,378   

Food and beverage

     —          —          —          104,175        —          104,175   

Other hotel revenue

     —          —          71,800        28,712        (77,963     22,549   

Entertainment (previously Opry and Attractions)

     132        —          —          25,826        (45     25,913   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     132        —          71,800        251,091        (78,008     245,015   

Operating expenses:

            

Rooms

     —          —          —          28,397        —          28,397   

Food and beverage

     —          —          —          60,508        —          60,508   

Other hotel expenses

     —          —          11,201        132,341        (71,679     71,863   

Management fees

     —          —          —          3,622        —          3,622   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total hotel operating expenses

     —          —          11,201        224,868        (71,679     164,390   

Entertainment (previously Opry and Attractions)

     —          —          —          16,602        (45     16,557   

Corporate

     47        276        —          6,629        —          6,952   

Corporate overhead allocation

     3,327        —          2,957        —          (6,284     —     

Depreciation and amortization

     32        —          14,837        13,164        —          28,033   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     3,406        276        28,995        261,263        (78,008     215,932   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss)

     (3,274     (276     42,805        (10,172     —          29,083   

Interest expense

     (5,021     (12,123     —          9        —          (17,135

Interest income

     —          —          —          3,001        —          3,001   

Other gains and (losses), net

     (1,569     —          —          1,287        —          (282
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income taxes

     (9,864     (12,399     42,805        (5,875     —          14,667   

(Provision) benefit for income taxes

     6        —          (89     546        —          463   

Equity in subsidiaries’ earnings, net

     24,988        —          —          —          (24,988     —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ 15,130      $ (12,399   $ 42,716      $ (5,329   $ (24,988   $ 15,130   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income (loss)

   $ 15,079      $ (12,399   $ 42,716      $ (5,380   $ (24,937   $ 15,079   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

20


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RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

AND COMPREHENSIVE INCOME

For the Nine Months Ended September 30, 2015

 

(in thousands)    Parent
Guarantor
    Issuer     Guarantors     Non-
Guarantors
    Eliminations     Consolidated  

Revenues:

            

Rooms

   $ —        $ —        $ —        $ 292,089      $ —        $ 292,089   

Food and beverage

     —          —          —          345,931        —          345,931   

Other hotel revenue

     —          —          225,182        82,038        (238,109     69,111   

Entertainment (previously Opry and Attractions)

     172        —          —          72,863        (162     72,873   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     172        —          225,182        792,921        (238,271     780,004   

Operating expenses:

            

Rooms

     —          —          —          80,216        —          80,216   

Food and beverage

     —          —          —          193,661        —          193,661   

Other hotel expenses

     —          —          32,803        402,566        (224,856     210,513   

Management fees

     —          —          —          10,516        —          10,516   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total hotel operating expenses

     —          —          32,803        686,959        (224,856     494,906   

Entertainment (previously Opry and Attractions)

     —          —          —          48,938        (163     48,775   

Corporate

     251        1,023        2        20,108        —          21,384   

Corporate overhead allocation

     7,481        —          5,771        —          (13,252     —     

Preopening costs

     —          —          —          909        —          909   

Impairment and other charges

     —          —          —          2,890        —          2,890   

Depreciation and amortization

     95        —          44,245        41,127        —          85,467   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     7,827        1,023        82,821        800,931        (238,271     654,331   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss)

     (7,655     (1,023     142,361        (8,010     —          125,673   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Interest expense

     —          (47,903     12        126        —          (47,765

Interest income

     —          —          —          9,383        —          9,383   

Other gains and (losses), net

     (20,246     —          —          2,142        —          (18,104
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income taxes

     (27,901     (48,926     142,373        3,641        —          69,187   

(Provision) benefit for income taxes

     (135     —          (185     3,745        —          3,425   

Equity in subsidiaries’ earnings, net

     100,648        —          —          —          (100,648     —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ 72,612      $ (48,926   $ 142,188      $ 7,386      $ (100,648   $ 72,612   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income (loss)

   $ 72,381      $ (48,926   $ 142,188      $ 7,155      $ (100,417   $ 72,381   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

21


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RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

AND COMPREHENSIVE INCOME

For the Nine Months Ended September 30, 2014

 

(in thousands)    Parent
Guarantor
    Issuer     Guarantors     Non-
Guarantors
    Eliminations     Consolidated  

Revenues:

            

Rooms

   $ —        $ —        $ —        $ 282,836      $ —        $ 282,836   

Food and beverage

     —          —          —          331,378        —          331,378   

Other hotel revenue

     —          —          214,586        85,405        (229,970     70,021   

Entertainment (previously Opry and Attractions)

     216        —          —          65,004        (76     65,144   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     216        —          214,586        764,623        (230,046     749,379   

Operating expenses:

            

Rooms

     —          —          —          82,778        —          82,778   

Food and beverage

     —          —          —          184,748        —          184,748   

Other hotel expenses

     —          —          34,069        393,043        (214,324     212,788   

Management fees

     —          —          —          11,485        —          11,485   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total hotel operating expenses

     —          —          34,069        672,054        (214,324     491,799   

Entertainment (previously Opry and Attractions)

     —          —          —          44,315        (76     44,239   

Corporate

     66        896        1        18,744        —          19,707   

Corporate overhead allocation

     8,726        —          6,920        —          (15,646     —     

Depreciation and amortization

     53        —          44,654        39,561        —          84,268   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     8,845        896        85,644        774,674        (230,046     640,013   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss)

     (8,629     (896     128,942        (10,051     —          109,366   

Interest expense

     (16,917     (31,360     —          —          —          (48,277

Interest income

     —          —          —          9,070        —          9,070   

Loss on extinguishment of debt

     (2,148     —          —          —          —          (2,148

Other gains and (losses), net

     (6,065     —          —          1,457        —          (4,608
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income taxes

     (33,759     (32,256     128,942        476        —          63,403   

(Provision) benefit for income taxes

     6        —          (1,000     1,365        —          371   

Equity in subsidiaries’ earnings, net

     97,527        —          —          —          (97,527     —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ 63,774      $ (32,256   $ 127,942      $ 1,841      $ (97,527   $ 63,774   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income (loss)

   $ 63,623      $ (32,256   $ 127,942      $ 1,690      $ (97,376   $ 63,623   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

22


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RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Nine Months Ended September 30, 2015

 

(in thousands)    Parent
Guarantor
    Issuer     Guarantors     Non-
Guarantors
    Eliminations      Consolidated  

Net cash provided by (used in) operating activities

   $ 238,543      $ (117,399   $ 2,754      $ 27,070      $ —         $ 150,968   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Purchases of property and equipment

     (199     —          (2,764     (60,389     —           (63,352

Proceeds from sale of Peterson LOI

     10,000        —          —          —          —           10,000   

Increase in restricted cash and cash equivalents

     —          —          —          (4,444     —           (4,444

Other investing activities

     —          —          —          2,533        —           2,533   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Net cash provided by (used in) investing activities

     9,801        —          (2,764     (62,300     —           (55,263
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Net borrowings under credit facility

     —          (268,600     —          —          —           (268,600

Repayments under term loan B

     —          (3,000     —          —          —           (3,000

Issuance of senior notes

     —          400,000        —          —          —           400,000   

Repurchase of common stock warrants

     (154,681     —          —          —          —           (154,681

Deferred financing costs paid

     —          (11,145     —          —          —           (11,145

Payment of dividend

     (95,404     —          —          —          —           (95,404

Proceeds from exercise of stock option and purchase plans

     1,430        —          —          —          —           1,430   

Other financing activities, net

     —          —          —          (373     —           (373
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Net cash provided by (used in) financing activities

     (248,655     117,255        —          (373     —           (131,773
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Net change in cash and cash equivalents

     (311     (144     (10     (35,603     —           (36,068

Cash and cash equivalents at beginning of period

     392        1,001        36        74,979        —           76,408   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Cash and cash equivalents at end of period

   $ 81      $ 857      $ 26      $ 39,376      $ —         $ 40,340   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

 

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RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Nine Months Ended September 30, 2014

 

(in thousands)    Parent
Guarantor
    Issuer     Guarantors     Non-
Guarantors
    Eliminations      Consolidated  

Net cash provided by (used in) operating activities

   $ 316,879      $ (168,110   $ 51      $ 8,394      $ —         $ 157,214   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Purchases of property and equipment

     (6,650     (2,893     (10     (41,175     —           (50,728

Decrease in restricted cash and cash equivalents

     —          —          —          5,936        —           5,936   

Other investing activities

     —          —          —          8,011        —           8,011   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Net cash used in investing activities

     (6,650     (2,893     (10     (27,228     —           (36,781
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Net borrowings under credit facility

     —          17,500        —          —          —           17,500   

Net borrowings under term loan B

     —          399,000        —          —          —           399,000   

Repurchase and conversion of convertible notes

     (126,542     —          —          —          —           (126,542

Repurchase of common stock warrants

     (108,331     —          —          —          —           (108,331

Deferred financing costs paid

     —          (8,428     —          —          —           (8,428

Payment of dividend

     (81,352     —          —          —          —           (81,352

Proceeds from exercise of stock option and purchase plans

     6,119        —          —          —          —           6,119   

Other financing activities, net

     —          —          —          (445     —           (445
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Net cash provided by (used in) financing activities

     (310,106     408,072        —          (445     —           97,521   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Net change in cash and cash equivalents

     123        237,069        41        (19,279     —           217,954   

Cash and cash equivalents at beginning of period

     —          714        —          60,865        —           61,579   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Cash and cash equivalents at end of period

   $ 123      $ 237,783      $ 41      $ 41,586      $ —         $ 279,533   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Ryman Hospitality Properties, Inc. (“Ryman”) is a Delaware corporation that conducts its operations so as to qualify as a real estate investment trust (“REIT”) for federal income tax purposes. The Company conducts its business through an umbrella partnership REIT, in which its assets are held by, and operations are conducted through, RHP Hotel Properties, LP, a subsidiary operating partnership (the “Operating Partnership”). RHP Finance Corporation, a Delaware corporation (“Finco”) was formed as a wholly-owned subsidiary of the Operating Partnership for the sole purpose of being an issuer of debt securities with the Operating Partnership. Neither Ryman nor Finco has any material assets, other than Ryman’s investment in the Operating Partnership and its 100%-owned subsidiaries. As 100%-owned subsidiaries of Ryman, neither the Operating Partnership nor Finco has any business, operations, financial results or other material information, other than the business, operations, financial results and other material information described in this Quarterly Report on Form 10-Q and Ryman’s other reports filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In this report, we use the terms, the “Company,” “we” or “our” to refer to Ryman Hospitality Properties, Inc. and its subsidiaries unless the context indicates otherwise.

The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this report and our audited consolidated financial statements and related notes for the year ended December 31, 2014, appearing in our Annual Report on Form 10-K that was filed with the SEC on February 26, 2015.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements concern our goals, beliefs, expectations, strategies, objectives, plans, future operating results and underlying assumptions, and other statements that are not necessarily based on historical facts. Without limitation, you can identify these statements by the fact that they do not relate strictly to historical or current facts, and these statements may contain words such as “may,” “will,” “could,” “should,” “might,” “projects,” “expects,” “believes,” “anticipates,” “intends,” “plans,” “continue,” “estimate,” or “pursue,” or the negative or other variations thereof or comparable terms. In particular, they include statements relating to, among other things, future actions, strategies, future performance, the outcome of contingencies such as legal proceedings and future financial results. These also include statements regarding (i) the effect of our election to be taxed as a REIT for federal income tax purposes; (ii) the holding of our non-qualifying REIT assets in one or more taxable REIT subsidiaries; (iii) our announced dividend policy, including the frequency and amount of any dividend we may pay; (iv) potential growth opportunities, including future expansion of the geographic diversity of our existing asset portfolio through acquisitions; (v) Marriott’s ability to effectively manage our hotels and other properties; (vi) our anticipated capital expenditures; (vii) the potential operating and financial restrictions imposed on our activities under existing and future financing agreements and other contractual arrangements with third parties, including management agreements with Marriott; and (viii) any other business or operational matters. We have based these forward-looking statements on our current expectations and projections about future events.

We caution the reader that forward-looking statements involve risks and uncertainties that cannot be predicted or quantified, and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, among other things, the risks and uncertainties associated with economic conditions affecting the hospitality business generally, the geographic concentration of our hotel properties, business levels at our hotels, the effect of our election to be taxed as a REIT for federal income tax purposes commencing with the year ended December 31, 2013, our ability to remain qualified as a REIT, our ability to execute our strategic goals as a REIT, our ability to generate cash flows to support dividends, future board determinations regarding the timing and amount of dividends and changes to the dividend policy, our ability to

 

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borrow funds pursuant to our credit agreements and to refinance indebtedness, and those factors described in our Annual Report on Form 10-K for the year ended December 31, 2014 or described from time to time in our other reports filed with the SEC.

Any forward-looking statement made in this Quarterly Report on Form 10-Q speaks only as of the date on which the statement is made. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. We have no duty to, and do not intend to, update or revise the forward-looking statements we make in this Quarterly Report on Form 10-Q, except as may be required by law.

Overview

On January 1, 2013, we began operating as a REIT for federal income tax purposes, specializing in group-oriented, destination hotel assets in urban and resort markets. Our owned assets include a network of four upscale, meetings-focused resorts totaling 7,795 rooms that are managed by our lodging operator Marriott under the Gaylord Hotels brand. These four resorts, which we refer to as our Gaylord Hotels properties, consist of the Gaylord Opryland Resort & Convention Center in Nashville, Tennessee (“Gaylord Opryland”), the Gaylord Palms Resort & Convention Center near Orlando, Florida (“Gaylord Palms”), the Gaylord Texan Resort & Convention Center near Dallas, Texas (“Gaylord Texan”) and the Gaylord National Resort & Convention Center near Washington D.C. (“Gaylord National”). Our other owned assets managed by Marriott include Gaylord Springs Golf Links (“Gaylord Springs”), the Wildhorse Saloon, the General Jackson Showboat (“General Jackson”), the Inn at Opryland, a 303-room overflow hotel adjacent to Gaylord Opryland, and the AC Hotel at National Harbor, Washington D.C. (“AC Hotel”), a 192-room overflow hotel adjacent to Gaylord National, which opened in April 2015. We also own and operate a number of media and entertainment assets including the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers for 90 years; the Ryman Auditorium, the storied live music venue and former home of the Grand Ole Opry located in downtown Nashville; and WSM-AM, the Opry’s radio home.

Each of our award-winning Gaylord Hotels properties incorporates not only high quality lodging, but also at least 400,000 square feet of meeting, convention and exhibition space, superb food and beverage options and retail and spa facilities within a single self-contained property. As a result, our Gaylord Hotels properties provide a convenient and entertaining environment for convention guests. Our Gaylord Hotels properties focus on the large group meetings market in the United States.

In 2012, we completed restructuring transactions to facilitate our qualification as a REIT for federal income tax purposes. Our goal is to become the nation’s premier hospitality REIT for group-oriented meetings hotel assets located in urban and resort markets.

As discussed below, on October 1, 2012, Marriott assumed responsibility for managing the day-to-day operations of our Gaylord Hotels properties. As a result, we now rely upon Marriott to generate occupancy and revenue levels at our hotel properties. However, there can be no assurance that Marriott will be able to increase occupancy and revenue levels at our hotel properties.

See “Cautionary Note Regarding Forward-Looking Statements” in this Item 2 and Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2014 for important information regarding forward-looking statements made in this report and risks and uncertainties we face.

Dividend Policy

Pursuant to our current dividend policy, we plan to pay a quarterly cash dividend to shareholders in an amount equal to an annualized payment of at least 50% of adjusted funds from operations (as defined by us) less maintenance capital expenditures or 100% of REIT taxable income, whichever is greater. On February 26, 2015, our board of directors declared our first quarter 2015 cash dividend in the amount of $0.65 per share of common

 

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stock, or an aggregate of approximately $33.3 million in cash, which was paid on April 16, 2015 to stockholders of record as of the close of business on March 31, 2015. On June 9, 2015, our board of directors declared our second quarter 2015 cash dividend in the amount of $0.65 per share of common stock, or an aggregate of approximately $33.3 million in cash, which was paid on July 15, 2015 to stockholders of record as of the close of business on June 30, 2015. On July 31, 2015, our board of directors declared our third quarter 2015 cash dividend in the amount of $0.70 per share of common stock, or an aggregate of approximately $35.9 million in cash, which was paid on October 15, 2015 to stockholders of record as of the close of business on September 30, 2015. We currently plan to pay a quarterly cash dividend of $0.70 per share of common stock in January 2016. The declaration, timing and amount of dividends will be determined by action of our board of directors. Our dividend policy may be altered at any time by our board of directors.

Share Repurchase Authorization

On August 20, 2015, we announced that our board of directors authorized a share repurchase program for up to $100 million of our common stock using cash on hand and borrowings under our revolving credit line. The repurchases are intended to be implemented through open market transactions on U.S. exchanges or in privately negotiated transactions, in accordance with applicable securities laws, and any market purchases will be made during open trading window periods or pursuant to any applicable Rule 10b5-1 trading plans. The authorization extends until December 31, 2016. The timing, prices, and sizes of repurchases will depend upon prevailing market prices, general economic and market conditions and other considerations. The repurchase program does not obligate us to acquire any particular amount of stock. During the three months and nine months ended September 30, 2015, we did not make any repurchases under this authorization.

Debt Transactions

As further described below in “Liquidity and Capital Resources – Principal Debt Agreements,” (i) in the first quarter of 2015, we cash settled the remaining 4.7 million warrants associated with our previously outstanding 3.75% convertible notes for total consideration of $154.7 million, (ii) in April 2015, certain of our subsidiaries completed the private placement of $400.0 million in aggregate principal amount of 5% senior notes due 2023 (the “$400 Million 5% Senior Notes”), and (iii) in June 2015, we refinanced our credit facility by extending the maturity of the $700 million revolving credit facility for an additional two years and modifying certain covenants. Our term loan B in the original aggregate principal amount of $400.0 million (the “term loan B”) under our credit facility remains outstanding. The $300 million senior secured term loan (the “term loan A”) under our credit facility was paid off and eliminated with a substantial portion of the proceeds from the $400 Million 5% Senior Notes issuance.

Our Strategic Plan

Our goal is to become the nation’s premier hospitality REIT for group-oriented meetings hotel assets in urban and resort markets.

Existing Hotel Property Design. Our hotel properties focus on the large group meetings market in the United States and incorporate meeting and exhibition space, signature guest rooms, food and beverage offerings, fitness and spa facilities and other attractions within a large hotel property so attendees’ needs are met in one location. This strategy creates a better experience for both meeting planners and guests, and has led to our current hotel properties claiming a place among the leading convention hotels in the country.

Expansion of Hotel Asset Portfolio. While we intend our short-term capital allocation strategy to focus on returning capital to stockholders, part of our long-term growth strategy includes acquisitions of other hotels, particularly in the group meetings sector of the hospitality industry, either alone or through joint ventures or alliances with one or more third parties. We intend to pursue attractive investment opportunities which meet our acquisition parameters, specifically, group-oriented large hotels and overflow hotels with existing or potential

 

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leisure appeal. We are interested in highly accessible upper-upscale assets with over 400 hotel rooms in urban and resort group destination markets. We also consider assets that possess or are located near convention centers that present a repositioning opportunity and/or would significantly benefit from capital investment in additional rooms or meeting space. We plan to expand the geographic diversity of our existing asset portfolio through acquisitions. As a REIT, we no longer view independent, large-scale development of resort and convention hotels as part of our long-term growth strategy.

Leverage Brand Name Awareness. We believe the Grand Ole Opry is one of the most recognized entertainment brands in the United States. We promote the Grand Ole Opry name through various media, including our WSM-AM radio station, the Internet and television, and through performances by the Grand Ole Opry’s members, many of whom are renowned country music artists. As such, we have alliances in place with multiple distribution partners in an effort to foster brand extension. We are continuously exploring additional products, such as television specials and retail products, through which we can capitalize on our brand affinity and awareness. We believe that licensing our brand for products may provide an opportunity to increase revenues and cash flow with relatively little capital investment.

Our Current Operations

Our ongoing operations are organized into three principal business segments:

 

    Hospitality, consisting of Gaylord Opryland, Gaylord Palms, Gaylord Texan, Gaylord National, the Inn at Opryland and the AC Hotel.

 

    Entertainment, previously referred to as Opry and Attractions, consisting of our Grand Ole Opry assets, WSM-AM and our Nashville attractions, which are owned in TRSs.

 

    Corporate and Other, consisting of our corporate expenses.

For the three months and nine months ended September 30, 2015 and 2014, our total revenues were divided among these business segments as follows:

 

     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 

Segment

   2015     2014     2015     2014  

Hospitality

     89     89     91     91

Entertainment (previously Opry and Attractions)

     11     11     9     9

Corporate and Other

     0     0     0     0

Key Performance Indicators

The operating results of our Hospitality segment are highly dependent on the volume of customers at our hotels and the quality of the customer mix at our hotels, which are managed by Marriott. These factors impact the price that Marriott can charge for our hotel rooms and other amenities, such as food and beverage and meeting space. The following key performance indicators are commonly used in the hospitality REIT industry:

 

    hotel occupancy – a volume indicator;

 

    average daily rate (“ADR”) – a price indicator calculated by dividing room revenue by the number of rooms sold;

 

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    Revenue per Available Room (“RevPAR”) – a summary measure of hotel results calculated by dividing room revenue by room nights available to guests for the period;

 

    Total Revenue per Available Room (“Total RevPAR”) – a summary measure of hotel results calculated by dividing the sum of room, food and beverage and other ancillary service revenue by room nights available to guests for the period; and

 

    Net Definite Group Room Nights Booked – a volume indicator which represents, on an aggregate basis, the total number of definite group bookings for future room nights at our hotel properties confirmed during the applicable period, net of cancellations.

Hospitality segment revenue from our occupied hotel rooms is recognized as earned on the close of business each day and from concessions and food and beverage sales at the time of sale. Cancellation fees, as well as attrition fees that are charged to groups when they do not fulfill the minimum number of room nights or minimum food and beverage spending requirements originally contracted for, are recognized as revenue in the period they are collected. Almost all of our Hospitality segment revenues are either cash-based or, for meeting and convention groups meeting credit criteria, billed and collected on a short-term receivables basis. The hospitality industry is capital intensive, and we rely on the ability of our hotels to generate operating cash flow to repay debt financing and fund maintenance capital expenditures.

The results of operations of our Hospitality segment are affected by the number and type of group meetings and conventions scheduled to attend our hotels in a given period. A variety of factors can affect the results of any interim period, including the nature and quality of the group meetings and conventions attending our hotels during such period, which meetings and conventions have often been contracted for several years in advance, the level of attrition our hotels experience, and the level of transient business at our hotels during such period. We rely on Marriott, as the manager of our hotels, to manage these factors and to offset any identified shortfalls in occupancy.

 

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Selected Financial Information

The following table contains our unaudited selected summary financial data for the three months and nine months ended September 30, 2015 and 2014. The table also shows the percentage relationships to total revenues and, in the case of segment operating income (loss), its relationship to segment revenues (in thousands, except percentages). As a result of the updates to the hospitality industry’s Uniform System of Accounts for the Lodging Industry, Eleventh Revised Edition, as discussed further in Note 1 to the condensed consolidated financial statements included herein, certain amounts in the 2014 results have been reclassified to conform to the 2015 presentation.

 

    Unaudited
Three Months Ended September 30,
    Unaudited
Nine Months Ended September 30,
 
    2015     %     2014     %     2015     %     2014     %  

Income Statement Data:

               

REVENUES:

               

Rooms

  $ 92,828        36.7   $ 92,378        37.7   $ 292,089        37.4   $ 282,836        37.7

Food and beverage

    108,558        42.9     104,175        42.5     345,931        44.3     331,378        44.2

Other hotel revenue

    23,456        9.3     22,549        9.2     69,111        8.9     70,021        9.3

Entertainment (previously Opry and Attractions)

    27,978        11.1     25,913        10.6     72,873        9.3     65,144        8.7
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

    252,820        100.0     245,015        100.0     780,004        100.0     749,379        100.0
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

OPERATING EXPENSES:

               

Rooms

    27,347        10.8     28,397        11.6     80,216        10.3     82,778        11.0

Food and beverage

    63,797        25.2     60,508        24.7     193,661        24.8     184,748        24.7

Other hotel expenses

    70,108        27.7     71,863        29.3     210,513        27.0     212,788        28.4

Management fees

    3,213        1.3     3,622        1.5     10,516        1.3     11,485        1.5

Entertainment (previously Opry and Attractions)

    18,954        7.5     16,557        6.8     48,775        6.3     44,239        5.9

Corporate

    8,017        3.2     6,952        2.8     21,384        2.7     19,707        2.6

Preopening costs

    118        0.0     —          0.0     909        0.1     —          0.0

Impairment and other charges

    —          0.0     —          0.0     2,890        0.4     —          0.0

Depreciation and amortization:

               

Hospitality

    26,383        10.4     25,886        10.6     79,175        10.2     77,403        10.3

Entertainment (previously Opry and Attractions)

    1,434        0.6     1,327        0.5     4,199        0.5     3,983        0.5

Corporate and Other

    681        0.3     820        0.3     2,093        0.3     2,882        0.4
 

 

 

     

 

 

     

 

 

     

 

 

   

Total depreciation and amortization

    28,498        11.3     28,033        11.4     85,467        11.0     84,268        11.2
 

 

 

     

 

 

     

 

 

     

 

 

   

Total operating expenses

    220,052        87.0     215,932        88.1     654,331        83.9     640,013        85.4
 

 

 

     

 

 

     

 

 

     

 

 

   

OPERATING INCOME (LOSS):

               

Hospitality

    33,994        15.1     28,826        13.2     133,050        18.8     115,033        16.8

Entertainment (previously Opry and Attractions)

    7,590        27.1     8,029        31.0     19,899        27.3     16,922        26.0

Corporate and Other

    (8,698     (A     (7,772     (A     (23,477     (A     (22,589     (A

Preopening costs

    (118     (A     —          (A     (909     (A     —          (A

Impairment and other charges

    —          (A     —          (A     (2,890     (A     —          (A
 

 

 

     

 

 

     

 

 

     

 

 

   

Total operating income

    32,768        13.0     29,083        11.9     125,673        16.1     109,366        14.6

Interest expense

    (16,138     (A     (17,135     (A     (47,765     (A     (48,277     (A

Interest income

    2,982        (A     3,001        (A     9,383        (A     9,070        (A

Loss on extinguishment of debt

    —          (A     —          (A     —          (A     (2,148     (A

Other gains and (losses), net

    2,467        (A     (282     (A     (18,104     (A     (4,608     (A

Benefit for income taxes

    4,612        (A     463        (A     3,425        (A     371        (A
 

 

 

     

 

 

     

 

 

     

 

 

   

Net income

    26,691        (A     15,130        (A     72,612        (A     63,774        (A

Loss on call spread and warrant modifications related to convertible notes

    —          (A     —          (A     —          (A     (4,952     (A
 

 

 

     

 

 

     

 

 

     

 

 

   

Net income available to common shareholders

  $ 26,691        (A   $ 15,130        (A   $ 72,612        (A   $ 58,822        (A
 

 

 

     

 

 

     

 

 

     

 

 

   

 

(A) These amounts have not been shown as a percentage of revenue because they have no relationship to revenue.

 

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Summary Financial Results

Results

The following table summarizes our financial results for the three months and nine months ended September 30, 2015 and 2014 (in thousands, except percentages and per share data):

 

     Three Months
Ended September 30,
    Nine Months
Ended September 30,
 
     2015      2014      %
Change
    2015      2014      %
Change
 

Total revenues

   $ 252,820       $ 245,015         3.2   $ 780,004       $ 749,379         4.1

Total operating expenses

     220,052         215,932         1.9     654,331         640,013         2.2

Operating income

     32,768         29,083         12.7     125,673         109,366         14.9

Net income

     26,691         15,130         76.4     72,612         63,774         13.9

Net income available to common shareholders

     26,691         15,130         76.4     72,612         58,822         23.4

Net income per share available to common shareholders - fully diluted (1)

     0.52         0.25         108.0     1.41         0.97         45.4

 

(1) For 2014, reflects dilution from convertible notes and related common stock warrants outstanding during 2014.

Total Revenues

The increase in our total revenues for the three months ended September 30, 2015, as compared to the same period in 2014, is attributable to increases in our Hospitality segment and Entertainment segment revenues for the 2015 period of $5.7 million and $2.1 million, respectively, as discussed more fully below. The increase in our total revenues for the nine months ended September 30, 2015, as compared to the same period in 2014, is attributable to increases in our Hospitality segment and Entertainment segment revenues for the 2015 period of $22.9 million and $7.7 million, respectively, as discussed more fully below. Total Hospitality revenues in the three months and nine months ended September 30, 2105 includes $2.4 million and $3.6 million, respectively, in insurance proceeds related to a norovirus outbreak in the first quarter of 2015. Total Hospitality revenues in the three months and nine months ended September 30, 2015 include $1.2 million and $4.9 million, respectively, in attrition and cancellation fee collections, a decrease of $0.2 million and $1.6 million, respectively, from the 2014 periods.

Total Operating Expenses

The increase in our total operating expenses for the three months ended September 30, 2015, as compared to the same period in 2014, is primarily the result of increases in our Entertainment segment and Corporate segment expenses of $2.4 million and $1.1 million, respectively, as discussed more fully below. The increase in our total operating expenses for the nine months ended September 30, 2015, as compared to the same period in 2014, is primarily the result of increases in Entertainment segment and Hospitality segment expenses of $4.5 million and $3.1 million, respectively. In addition, the nine-month 2015 period includes $2.9 million in impairment and other charges, as discussed more fully below.

Net Income

Our net income of $26.7 million for the three months ended September 30, 2015, as compared to net income of $15.1 million for the same period in 2014, was due to the change in our revenues and operating expenses reflected above and the following factors, each as described more fully below:

 

    An increase of $4.1 million in the benefit for income taxes, primarily attributable to changes in valuation allowance.

 

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    A $2.7 million increase in other gains and (losses), net due primarily to the prior year including losses for the change in fair value of derivative liabilities associated with portions of the warrants related to our previous 3.75% convertible notes.

Our net income of $72.6 million for the nine months ended September 30, 2015, as compared to net income of $63.8 million for the same period in 2014, was due to the change in our revenues and operating expenses reflected above and the following factors, each as described more fully below:

 

    An increase of $14.2 million in other losses during the 2015 period on the change in the fair value of derivative liabilities associated with portions of the warrants related to our previous 3.75% convertible notes.

 

    An increase of $3.1 million in the benefit for income taxes, primarily attributable to changes in valuation allowance.

 

    The 2014 period included a loss on the extinguishment of debt of $2.1 million associated with the repurchase and conversion of portions of our previous 3.75% convertible notes.

Factors and Trends Contributing to Performance

The most important factors and trends contributing to our performance during the three months and nine months ended September 30, 2015 described herein were:

 

    Increased outside-the-room spending at Gaylord Texan (an increase of 13.4% and 10.2%), Gaylord National (an increase of 8.5% and 2.4%) and Gaylord Opryland (an increase of 5.3% and 3.5%) during the three-month and nine-month 2015 periods, respectively, as compared to the 2014 periods, primarily due to increases in banquet revenue.

 

    Increased occupancy at Gaylord Texan (an increase of 2.2 and 5.2 points of occupancy for the three-month and nine-month 2015 periods, respectively, as compared to the 2014 periods) primarily as a result of an increase in group business.

 

    Increased ADR at Gaylord Texan (an increase of 6.8% and 5.5% for the three-month and nine-month 2015 periods, respectively, as compared to the 2014 periods) primarily as a result of room rate increases for both groups and transient business.

 

    Decreased occupancy at Gaylord Opryland (a decrease of 6.1 and 2.1 points of occupancy for the three-month and nine-month 2015 periods, respectively, as compared to the 2014 periods) primarily as a result of decreases in both group and transient business. In addition, during January and February 2015, Gaylord Opryland experienced a norovirus outbreak and a severe weather winter storm. These events contributed to the decreased occupancy in the nine-month 2015 period.

 

    Decreased occupancy and ADR at Gaylord Palms (a decrease of 7.7 points of occupancy and 7.3% of ADR) for the three-month 2015 period, as compared to the 2014 period, due to a decrease in group room nights.

 

    In-the-year, for-the-year cancellations increased 11.9% for the nine-month 2015 period, as compared to the 2014 period, partially a result of the norovirus outbreak and severe weather during January and February 2015 at Gaylord Opryland.

 

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    Increased attrition levels for the 2015 periods, as compared to the 2014 periods, which partially offset the increase in operating income and Total RevPAR. Attrition for the 2015 periods was 13.7% and 12.8% of bookings, respectively, compared to 9.7% and 10.4% in the 2014 periods, respectively.

 

    Increased net definite group room nights booked during the three-month 2015 period (an increase of 26.6%), as compared to the 2014 period.

 

    The nine-month 2015 period included an increase in losses of $14.2 million in other gains and losses, net, associated with losses on the change in the fair value of derivative liabilities associated with portions of the warrants related to our previous 3.75% convertible notes.

Operating Results – Detailed Segment Financial Information

Hospitality Segment

Total Segment Results. The following presents the financial results of our Hospitality segment for the three months and nine months ended September 30, 2015 and 2014 (in thousands, except percentages and performance metrics):

 

     Three Months
Ended September 30,
    Nine Months
Ended September 30,
 
     2015     2014     % Change     2015     2014     % Change  

Revenues (1):

            

Rooms

   $ 92,828      $ 92,378        0.5   $ 292,089      $ 282,836        3.3

Food and beverage

     108,558        104,175        4.2     345,931        331,378        4.4

Other hotel revenue

     23,456        22,549        4.0     69,111        70,021        -1.3
  

 

 

   

 

 

     

 

 

   

 

 

   

Total hospitality revenue

     224,842        219,102        2.6     707,131        684,235        3.3

Hospitality operating expenses:

            

Rooms

     27,347        28,397        -3.7     80,216        82,778        -3.1

Food and beverage

     63,797        60,508        5.4     193,661        184,748        4.8

Other hotel expenses

     70,108        71,863        -2.4     210,513        212,788        -1.1

Management fees

     3,213        3,622        -11.3     10,516        11,485        -8.4

Depreciation and amortization

     26,383        25,886        1.9     79,175        77,403        2.3
  

 

 

   

 

 

     

 

 

   

 

 

   

Total Hospitality operating expenses

     190,848        190,276        0.3     574,081        569,202        0.9
  

 

 

   

 

 

     

 

 

   

 

 

   

Hospitality operating income (2)

   $ 33,994      $ 28,826        17.9   $ 133,050      $ 115,033        15.7
  

 

 

   

 

 

     

 

 

   

 

 

   

Hospitality performance metrics:

            

Occupancy

     71.9     74.2     -3.1     72.7     73.0     -0.4

ADR

   $ 169.24      $ 167.03        1.3   $ 178.88      $ 175.23        2.1

RevPAR (3)

   $ 121.71      $ 123.99        -1.8   $ 130.07      $ 127.94        1.7

Total RevPAR (4)

   $ 294.81      $ 294.09        0.2   $ 314.88      $ 309.50        1.7

Net Definite Group Room Nights Booked

     396,810        313,385        26.6     1,062,298        1,039,279        2.2

 

(1) Hospitality segment results and performance metrics include the results of our Gaylord Hotels and the Inn at Opryland for all periods presented. Results of the AC Hotel are included as of its opening in April 2015.
(2) Hospitality segment operating income does not include $2.9 million of impairment charges during the nine months ended September 30, 2015 and does not include $0.1 million and $0.9 million of preopening costs during the three months and nine months ended September 30, 2015, respectively. See the discussion of these items set forth below.

 

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(3) We calculate Hospitality RevPAR by dividing room revenue by room nights available to guests for the period. Hospitality RevPAR is not comparable to similarly titled measures such as revenues.
(4) We calculate Hospitality Total RevPAR by dividing the sum of room, food and beverage, and other ancillary services revenue (which equals Hospitality segment revenue) by room nights available to guests for the period. Hospitality Total RevPAR is not comparable to similarly titled measures such as revenues.

The increase in total Hospitality segment revenue in the three months ended September 30, 2015, as compared to the same period in 2014, is primarily due to increases of $5.4 million and $3.9 million at Gaylord Texan and Gaylord National, respectively, as well as $2.5 million in revenue from the AC Hotel, which opened in April 2015. These increases were partially offset by a decrease of $6.3 million at Gaylord Palms. The increase in total Hospitality segment revenue in the nine months ended September 30, 2015, as compared to the same period in 2014, is primarily due to increases of $15.9 million and $4.7 million at Gaylord Texan and Gaylord National, respectively, as well as $4.8 million in revenue at the AC Hotel. These increases were partially offset by a decrease of $4.8 million at Gaylord Palms. The increases for both periods are primarily a result of increased rooms revenue and outside-the-room spending during the 2015 periods as a result of an increase in premium group business discussed below.

The percentage of group versus transient business based on rooms sold for our Hospitality segment for the periods presented was approximately as follows:

 

     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
     2015     2014     2015     2014  

Group

     73     73     77     77

Transient

     27     27     23     23

Rooms operating expenses decreased in the three months ended September 30, 2015, as compared to the same period in 2014, due to decreases at Gaylord Opryland, Gaylord Palms and Gaylord National, as described below. The decrease in rooms operating expenses in the nine months ended September 30, 2015, as compared to the same period in 2014, is primarily attributable to decreases at Gaylord Opryland and Gaylord Palms, as described below.

The increase in food and beverage operating expenses in the three months and nine months ended September 30, 2015, as compared to the same periods in 2014, is primarily attributable to increases at Gaylord Texan, Gaylord National and Gaylord Opryland, partially offset by a decrease at Gaylord Palms, as described below.

Other hotel expenses for the three months and nine months ended September 30, 2015 and 2014 consist of the following (in thousands):

 

     Three Months
Ended September 30,
    Nine Months
Ended September 30,
 
     2015      2014      % Change     2015      2014      % Change  

Administrative employment costs

   $ 25,312       $ 24,339         4.0   $ 78,218       $ 73,612         6.3

Utilities

     7,602         8,103         -6.2     21,219         21,925         -3.2

Property taxes

     7,906         7,359         7.4     23,937         23,541         1.7

Other

     29,288         32,062         -8.7     87,139         93,710         -7.0
  

 

 

    

 

 

      

 

 

    

 

 

    

Total other hotel expenses

   $ 70,108       $ 71,863         -2.4   $ 210,513       $ 212,788         -1.1
  

 

 

    

 

 

      

 

 

    

 

 

    

 

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Administrative employment costs include salaries and benefits for hotel administrative functions, including, among others, senior management, accounting, human resources, sales, conference services, engineering and security. Administrative employment costs increased during the three months and nine months ended September 30, 2015, as compared to the same periods in 2014, primarily due to previously unfilled positions at Gaylord Opryland. Utility costs decreased during the three months and nine months ended September 30, 2015, as compared to the same periods in 2014, primarily due to decreases at Gaylord National and Gaylord Palms. Property taxes increased during the three months and nine months ended September 30, 2015, as compared to the same periods in 2014, primarily due to an increase at Gaylord National. Other expenses, which include supplies, advertising, maintenance costs and consulting costs, decreased during the three months and nine months ended September 30, 2015, as compared to the same periods in 2014, primarily as a result of decreases at each of our Gaylord Hotels properties.

As discussed above, each of our management agreements with Marriott requires us to pay Marriott a base management fee of approximately 2% of gross revenues from the applicable property for each fiscal year or portion thereof. Additionally, an incentive management fee is based on the profitability of our Gaylord Hotels properties calculated on a pooled basis. In the three months ended September 30, 2015 and 2014, we accrued $3.9 million and $4.4 million, respectively, and in the nine months ended September 30, 2015 and 2014, we accrued $12.1 million and $13.7 million, respectively, related to base management fees for our Hospitality segment. We also accrued $0.1 million and $0.6 million, respectively, related to incentive management fees for our Hospitality segment during the three months and nine months ended September 30, 2015. We did not accrue an incentive management fee related to our Hospitality segment properties during the three months or nine months ended September 30, 2014. Management fees are presented throughout this Quarterly Report on Form 10-Q net of the amortization of the deferred management rights proceeds discussed in Note 2 to the accompanying condensed consolidated financial statements included herein.

Total Hospitality segment depreciation and amortization expense increased in the three months and nine months ended September 30, 2015, as compared to the same periods in 2014, primarily as a result of an increase at Gaylord Texan, as described below, as well as depreciation for the AC Hotel, which opened in April 2015.

 

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Property-Level Results. The following presents the property-level financial results of our Hospitality segment for the three months and nine months ended September 30, 2015 and 2014.

Gaylord Opryland Results. The results of Gaylord Opryland for the three months and nine months ended September 30, 2015 and 2014 are as follows (in thousands, except percentages and performance metrics):

 

     Three Months
Ended September 30,
    Nine Months
Ended September 30,
 
     2015     2014     % Change     2015     2014     % Change  

Revenues:

            

Rooms

   $ 30,828      $ 33,530        -8.1   $ 94,058      $ 97,059        -3.1

Food and beverage

     34,943        33,971        2.9     100,131        96,925        3.3

Other hotel revenue

     10,625        9,294        14.3     28,136        27,031        4.1
  

 

 

   

 

 

     

 

 

   

 

 

   

Total revenue

     76,396        76,795        -0.5     222,325        221,015        0.6

Operating expenses:

            

Rooms

     8,544        9,286        -8.0     23,723        26,195        -9.4

Food and beverage

     19,179        18,007        6.5     54,367        52,484        3.6

Other hotel expenses

     22,576        22,861        -1.2     64,496        64,980        -0.7

Management fees

     1,288        1,293        -0.4     3,462        3,714        -6.8

Depreciation and amortization

     7,689        7,804        -1.5     22,967        23,558        -2.5
  

 

 

   

 

 

     

 

 

   

 

 

   

Total operating expenses

     59,276        59,251        0.0     169,015        170,931        -1.1

Performance metrics:

            

Occupancy

     73.4     79.5     -7.7     72.7     74.8     -2.8

ADR

   $ 158.38      $ 159.11        -0.5   $ 164.46      $ 164.85        -0.2

RevPAR

   $ 116.27      $ 126.46        -8.1   $ 119.55      $ 123.36        -3.1

Total RevPAR

   $ 288.13      $ 289.64        -0.5   $ 282.57      $ 280.91        0.6

Rooms revenue and RevPAR decreased at Gaylord Opryland during the three months and nine months ended September 30, 2015, as compared to the same periods in 2014, as a result of a decrease in occupancy, due to a decrease in group and transient business. These decreases in rooms revenue and RevPAR were partially attributable to a rooms renovation project at Gaylord Opryland that was completed in September 2015, which resulted in approximately 18,000 room nights out of service in the three months and nine months ended September 30, 2015. The nine-month 2015 period was also impacted by a norovirus outbreak that occurred in January and February 2015 at the property, as well as a winter storm that occurred during February 2015. Rooms expenses decreased during the three months and nine months ended September 30, 2015, as compared to the same periods in 2014, primarily as a result of decreased employment costs due to improved productivity.

The increase in food and beverage revenue at Gaylord Opryland during the three months and nine months ended September 30, 2015, as compared to the same periods in 2014, was primarily due to increased banquet revenues from corporate groups. Food and beverage expenses increased in the three months and nine months ended September 30, 2015, as compared to the same periods in 2014, primarily as a result of an increase in variable costs associated with the increase in revenue.

Other revenue increased at Gaylord Opryland during the three months and nine months ended September 30, 2015, as compared to the same periods in 2014, due primarily to the receipt of $2.4 million and $3.6 million, respectively, in insurance proceeds related to the norovirus outbreak, partially offset by a decrease in ancillary revenues, such as parking fees, related to the decrease in occupancy. Other hotel expenses decreased slightly in the three months and nine months ended September 30, 2015, as compared to the same periods in 2014.

Depreciation and amortization decreased slightly at Gaylord Opryland during the three months and nine months ended September 30, 2015, as compared to the same periods in 2014.

 

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Gaylord Palms Results. The results of Gaylord Palms for the three months and nine months ended September 30, 2015 and 2014 are as follows (in thousands, except percentages and performance metrics):

 

     Three Months
Ended September 30,
    Nine Months
Ended September 30,
 
     2015     2014     % Change     2015     2014     % Change  

Revenues:

            

Rooms

   $ 11,911      $ 14,386        -17.2   $ 47,435      $ 49,471        -4.1

Food and beverage

     16,394        19,710        -16.8     65,969        67,956        -2.9

Other hotel revenue

     3,367        3,917        -14.0     12,584        13,395        -6.1
  

 

 

   

 

 

     

 

 

   

 

 

   

Total revenue

     31,672        38,013        -16.7     125,988        130,822        -3.7

Operating expenses:

            

Rooms

     3,630        4,295        -15.5     11,450        12,454        -8.1

Food and beverage

     10,203        11,409        -10.6     35,763        36,323        -1.5

Other hotel expenses

     13,669        14,607        -6.4     44,638        46,518        -4.0

Management fees

     325        613        -47.0     1,768        2,230        -20.7

Depreciation and amortization

     4,589        4,576        0.3     13,947        13,614        2.4
  

 

 

   

 

 

     

 

 

   

 

 

   

Total operating expenses

     32,416        35,500        -8.7     107,566        111,139        -3.2

Performance metrics:

            

Occupancy

     64.7     72.4     -10.6     73.0     76.2     -4.2

ADR

   $ 142.29      $ 153.51        -7.3   $ 169.18      $ 169.18        0.0

RevPAR

   $ 92.08      $ 111.22        -17.2   $ 123.58      $ 128.88        -4.1

Total RevPAR

   $ 244.86      $ 293.87        -16.7   $ 328.23      $ 340.83        -3.7

Rooms revenue and RevPAR decreased at Gaylord Palms during the three months and nine months ended September 30, 2015, as compared to the same periods in 2014, due primarily to a decrease in occupancy for groups. Rooms expenses decreased during the three months and nine months ended September 30, 2015, as compared to the same periods in 2014, as a result of decreased variable expenses associated with the decrease in occupancy.

Food and beverage revenue decreased at Gaylord Palms during the three months and nine months ended September 30, 2015, as compared to the same periods in 2014, due primarily to a decrease in both banquets and food and beverage outlets. Food and beverage expenses decreased in the three months and nine months ended September 30, 2015, as compared to the same periods in 2014, primarily as a result of a decrease in variable costs associated with the decrease in revenue.

Other revenue at Gaylord Palms decreased during the three months and nine months ended September 30, 2015, as compared to the same periods in 2014, primarily as a result of a decrease in ancillary revenues, such as parking fees, related to the decrease in occupancy. Other hotel expenses decreased in the three months and nine months ended September 30, 2015, as compared to the same periods in 2014, due primarily to a decrease in utility costs.

Depreciation and amortization increased slightly at Gaylord Palms during the three months and nine months ended September 30, 2015, as compared to the same periods in 2014.

 

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Gaylord Texan Results. The results of Gaylord Texan for the three months and nine months ended September 30, 2015 and 2014 are as follows (in thousands, except percentages and performance metrics):

 

     Three Months
Ended September 30,
    Nine Months
Ended September 30,
 
     2015     2014     % Change     2015     2014     % Change  

Revenues:

            

Rooms

   $ 19,945      $ 18,128        10.0   $ 59,162      $ 52,186        13.4

Food and beverage

     25,633        21,981        16.6     81,337        72,680        11.9

Other hotel revenue

     4,668        4,729        -1.3     15,012        14,771        1.6
  

 

 

   

 

 

     

 

 

   

 

 

   

Total revenue

     50,246        44,838        12.1     155,511        139,637        11.4

Operating expenses:

            

Rooms

     4,493        4,321        4.0     12,925        13,711        -5.7

Food and beverage

     13,948        12,199        14.3     42,169        38,166        10.5

Other hotel expenses

     14,623        14,495        0.9     43,676        43,338        0.8

Management fees

     673        730        -7.8     2,247        2,292        -2.0

Depreciation and amortization

     4,960        4,857        2.1     15,043        14,267        5.4
  

 

 

   

 

 

     

 

 

   

 

 

   

Total operating expenses

     38,697        36,602        5.7     116,060        111,774        3.8

Performance metrics:

            

Occupancy

     77.1     74.9     2.9     75.6     70.4     7.4

ADR

   $ 186.01      $ 174.22        6.8   $ 189.64      $ 179.78        5.5

RevPAR

   $ 143.48      $ 130.41        10.0   $ 143.42      $ 126.51        13.4

Total RevPAR

   $ 361.46      $ 322.55        12.1   $ 376.99      $ 338.51        11.4

Rooms revenue and RevPAR increased at Gaylord Texan during the three months and nine months ended September 30, 2015, as compared to the same periods in 2014, due primarily to increased occupancy due to an increase in group rooms during the three-month 2015 period and both group and transient rooms during the nine-month 2015 period, as well as increased ADR for both groups and transient for both periods. These increases in rooms revenue and RevPAR were partially attributable to a completed rooms renovation project at Gaylord Texan, which resulted in approximately 9,600 and 36,000 room nights out of service in the three months and nine months ended September 30, 2014, respectively. The rooms renovation project was completed in August 2014. Rooms expenses increased marginally during the three months ended September 30, 2015 and decreased during the nine months ended September 30, 2015, as compared to the same periods in 2014, as increased variable expenses associated with the increase in occupancy were offset by the prior year period including non-capitalized costs associated with the rooms renovation project.

The increase in food and beverage revenue at Gaylord Texan during the three months and nine months ended September 30, 2015, as compared to the same periods in 2014, was primarily due to an increase in banquet revenue. Food and beverage expenses increased in the three months and nine months ended September 30, 2015, as compared to the same periods in 2014, as a result of increased variable costs associated with the increase in revenue.

Other revenue at Gaylord Texan decreased modestly during the three months ended September 30, 2015, as compared to the same period in 2014. Other revenue increased during the nine months ended September 30, 2015, as compared to the same period in 2014, primarily as a result of increased collection of attrition and cancellation fees. Other hotel expenses increased slightly in the three months and nine months ended September 30, 2015, as compared to the same periods in 2014.

Depreciation and amortization increased at Gaylord Texan during the three months and nine months ended September 30, 2015, as compared to the same periods in 2014, primarily as a result of capital expenditures associated with the rooms renovation.

 

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Gaylord National Results. The results of Gaylord National for the three months and nine months ended September 30, 2015 and 2014 are as follows (in thousands, except percentages and performance metrics):

 

     Three Months
Ended September 30,
    Nine Months
Ended September 30,
 
     2015     2014     % Change     2015     2014     % Change  

Revenues:

            

Rooms

   $ 25,347      $ 24,139        5.0   $ 79,787      $ 77,606        2.8

Food and beverage

     30,221        27,663        9.2     95,383        91,339        4.4

Other hotel revenue

     4,744        4,563        4.0     13,214        14,708        -10.2
  

 

 

   

 

 

     

 

 

   

 

 

   

Total revenue

     60,312        56,365        7.0     188,384        183,653        2.6

Operating expenses:

            

Rooms

     9,486        9,847        -3.7     29,213        28,498        2.5

Food and beverage

     19,553        18,202        7.4     59,089        55,847        5.8

Other hotel expenses

     17,298        18,886        -8.4     53,154        55,199        -3.7

Management fees

     718        926        -22.5     2,576        3,068        -16.0

Depreciation and amortization

     8,499        8,320        2.2     25,463        24,971        2.0
  

 

 

   

 

 

     

 

 

   

 

 

   

Total operating expenses

     55,554        56,181        -1.1     169,495        167,583        1.1

Performance metrics:

            

Occupancy

     70.6     68.1     3.7     71.0     70.5     0.7

ADR

   $ 195.38      $ 193.16        1.1   $ 206.32      $ 201.98        2.1

RevPAR

   $ 138.03      $ 131.46        5.0   $ 146.42      $ 142.42        2.8

Total RevPAR

   $ 328.44      $ 306.95        7.0   $ 345.72      $ 337.04        2.6

Rooms revenue and RevPAR increased at Gaylord National during the three months and nine months ended September 30, 2015, as compared to the same periods in 2014, primarily as a result of an increase in occupancy for groups and an increase in ADR for both groups and transient. Rooms expenses at Gaylord National decreased during the three months ended September 30, 2015, as compared to the same period in 2014, primarily as a result of a decrease in employment costs. Rooms expenses increased at Gaylord National during the nine months ended September 30, 2015, as compared to the same period in 2014, primarily due to increased employment costs.

Food and beverage revenue increased during the three months and nine months ended September 30, 2015, as compared to the same periods in 2014, primarily as a result of an increase in banquets. Food and beverage expenses increased in the three months and nine months ended September 30, 2015, as compared to the same periods in 2014, primarily due to changes in variable costs associated with the changes in revenue.

Other revenue at Gaylord National increased modestly during the three months ended September 30, 2015, as compared to the same period in 2014. Other revenue decreased during the nine months ended September 30, 2015, as compared to the same period in 2014, primarily due to a decrease in attrition and cancellation fee collections. Other hotel expenses decreased in the three months and nine months ended September 30, 2015, as compared to the same periods in 2014, primarily due to decreased sales and marketing costs and decreased utility costs.

Depreciation and amortization at Gaylord National increased modestly during the three months and nine months ended September 30, 2015, as compared to the same periods in 2014.

 

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Entertainment Segment (previously Opry and Attractions)

Total Segment Results. The following presents the financial results of our Entertainment segment for the three months and nine months ended September 30, 2015 and 2014 (in thousands, except percentages):

 

     Three Months
Ended September 30,
    Nine Months
Ended September 30,
 
     2015      2014      % Change     2015      2014      % Change  

Revenues

   $ 27,978       $ 25,913         8.0   $ 72,873       $ 65,144         11.9

Operating expenses

     18,954         16,557         14.5     48,775         44,239         10.3

Depreciation and amortization

     1,434         1,327         8.1     4,199         3,983         5.4
  

 

 

    

 

 

      

 

 

    

 

 

    

Operating income

   $ 7,590       $ 8,029         -5.5   $ 19,899       $ 16,922         17.6
  

 

 

    

 

 

      

 

 

    

 

 

    

Entertainment segment revenue increased during the three months and nine months ended September 30, 2015, as compared to the same periods in 2014, primarily due to increased attendance and additional shows at the Grand Ole Opry, as well as increased ancillary business such as tours and retail.

Entertainment operating expenses increased during the three months and nine months ended September 30, 2015, as compared to the same periods in 2014, primarily as a result of increased variable expenses related to the increase in shows and ancillary revenues, as well as increased consulting costs.

Entertainment depreciation expense increased modestly in the three months and nine months ended September 30, 2015, as compared to the same periods in 2014.

Corporate and Other Segment

Total Segment Results. The following presents the financial results of our Corporate and Other segment for the three months and nine months ended September 30, 2015 and 2014 (in thousands, except percentages):

 

     Three Months
Ended September 30,
    Nine Months
Ended September 30,
 
     2015      2014      % Change     2015      2014      % Change  

Operating expenses

   $ 8,017       $ 6,952         15.3   $ 21,384       $ 19,707         8.5

Depreciation and amortization

     681         820         -17.0     2,093         2,882         -27.4
  

 

 

    

 

 

      

 

 

    

 

 

    

Operating loss

   $ (8,698    $ (7,772      11.9   $ (23,477    $ (22,589      3.9
  

 

 

    

 

 

      

 

 

    

 

 

    

Corporate and Other operating expenses, which consist primarily of costs associated with senior management salaries and benefits, legal, human resources, accounting, pension, information technology and other administrative costs, increased in the three months and nine months ended September 30, 2015, as compared to the same periods in 2014, primarily as a result of the pension settlement charge discussed in Note 9 to the condensed consolidated financial statements included herein.

Corporate and Other depreciation and amortization expense decreased in the three months and nine months ended September 30, 2015, as compared with the same periods in 2014, primarily due to the continued disposal of certain fixed assets that were no longer required as a result of our conversion to a REIT.

 

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Operating Results – Preopening Costs

During the three months and nine months ended September 30, 2015, we incurred $0.1 million and $0.9 million, respectively, in preopening costs related to the AC Hotel. The hotel opened in April 2015.

Operating Results – Impairment and Other Charges

During the nine months ended September 30, 2015, we incurred $2.9 million in impairment charges related to assets previously used in special events programming that is being discontinued.

Non-Operating Results Affecting Net Income

General

The following table summarizes the other factors which affected our net income for the three months and nine months ended September 30, 2015 and 2014 (in thousands, except percentages):

 

     Three Months
Ended September 30,
    Nine Months
Ended September 30,
 
     2015     2014     % Change     2015     2014     % Change  

Interest expense

   $ (16,138   $ (17,135     -5.8   $ (47,765   $ (48,277     -1.1

Interest income

     2,982        3,001        -0.6     9,383        9,070        3.5

Loss on extinguishment of debt

     —          —          0.0     —          (2,148     100.0

Other gains and (losses), net

     2,467        (282     974.8     (18,104     (4,608     -292.9

Benefit for income taxes

     4,612        463        896.1     3,425        371        823.2

Interest Expense

Interest expense decreased $1.0 million and $0.5 million during the three months and nine months ended September 30, 2015, as compared to the same periods in 2014, due primarily to the lack of interest expense associated with our 3.75% convertible notes, which matured in October 2014, and a decrease in interest expense associated with our credit facility, due to a decrease in borrowings. These decreases were partially offset by increased interest expense associated with our $400 Million 5% Senior Notes, which we issued in April 2015. The nine-month decrease was also partially offset by increased interest expense on our term loan B facility, which we entered into in June 2014. We also incurred $1.9 million in interest expense during the nine months ended September 30, 2015 related to the write-off of deferred financing costs associated with the refinancing of our credit facility.

Cash interest expense increased $2.1 million to $14.8 million in the three months ended September 30, 2015 and increased $6.8 million to $41.8 million in the nine months ended September 30, 2015, as compared to the same periods in 2014. Non-cash interest expense, which includes amortization of deferred financing costs and debt discounts, the write-off of deferred financing costs, and capitalized interest, decreased $3.1 million to $1.3 million in the three months ended September 30, 2015 and decreased $7.3 million to $6.0 million in the nine months ended September 30, 2015, as compared to the same periods in 2014.

Our weighted average interest rate on our borrowings, excluding the write-off of deferred financing costs during the periods, was 4.3% and 5.3% for the three months and 4.1% and 5.2% for the nine months ended September 30, 2015 and 2014, respectively.

 

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Interest Income

Interest income for the three months and nine months ended September 30, 2015 and 2014 primarily includes amounts earned on the bonds that were received in connection with the development of Gaylord National, which we hold as notes receivable.

Loss on Extinguishment of Debt

In April 2014, we settled the repurchase of and subsequently cancelled $56.3 million of our 3.75% convertible notes in private transactions for aggregate consideration of $120.2 million, which was funded by cash on hand and borrowings under our revolving credit facility. In addition, in June 2014, we settled $15.3 million of our 3.75% convertible notes that were converted by holders for aggregate consideration of $33.4 million. As a result of these transactions, we recorded a loss on extinguishment of debt of approximately $2.1 million during the nine months ended September 30, 2014.

Other Gains and (Losses), net

Other gains and (losses), net for the nine months ended September 30, 2015 and for the three months and nine months ended September 30, 2014 primarily consists of $20.2 million, $1.6 million and $6.1 million, respectively, in losses on the change in the fair value of derivative liabilities associated with portions of the warrants associated with our 3.75% convertible notes, as discussed more fully in Note 7 to the condensed consolidated financial statements included herein. Other gains and (losses), net also includes $2.5 million and $2.4 million for the three months and nine months ended September 30, 2015 and 2014, respectively, from a fund associated with the Gaylord National bonds to reimburse us for certain marketing and maintenance expenses.

Benefit for Income Taxes

As a REIT, we generally will not be subject to federal corporate income taxes on ordinary taxable income and capital gains income from real estate investments that we distribute to our stockholders. We will, however, be subject to corporate income taxes on built-in gains (the excess of fair market value over tax basis at January 1, 2013) that result from gains on certain assets. In addition, we will continue to be required to pay federal and state corporate income taxes on earnings of our TRSs.

For the three months ended September 30, 2015 and 2014, we recorded an income tax benefit of $4.6 million and $0.5 million, respectively, and $3.4 million and $0.4 million for the nine months ended September 30, 2015 and 2014, respectively. These results differ from the statutory rate primarily due to the non-taxable income of the REIT and the decrease in valuation allowance required at the TRSs.

Liquidity and Capital Resources

Cash Flows From Operating Activities. Cash flow from operating activities is the principal source of cash used to fund our operating expenses, interest payments on debt, maintenance capital expenditures, and dividends to stockholders. During the nine months ended September 30, 2015, our net cash flows provided by operating activities were $151.0 million, reflecting primarily cash provided by our income before depreciation expense, amortization expense, income tax provision, stock-based compensation expense, loss on repurchase of warrants and other non-cash charges of approximately $186.6 million, partially offset by unfavorable changes in working capital of approximately $35.6 million. The unfavorable changes in working capital primarily resulted from an increase in trade receivables due to a seasonal change in the timing of payments received from corporate group customers at our Gaylord Hotels properties and a decrease in accrued expenses primarily related to the payment of accrued compensation and accrued expenses associated with our hotel holiday programs.

 

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During the nine months ended September 30, 2014, our net cash flows provided by operating activities were $157.2 million, reflecting primarily cash provided by our income before depreciation expense, amortization expense, income tax benefit, stock-based compensation expense, loss on extinguishment of debt, and other non-cash charges of approximately $171.5 million, partially offset by unfavorable changes in working capital of approximately $14.3 million. The unfavorable changes in working capital primarily resulted from an increase in trade receivables due to a seasonal change in the timing of payments received from corporate group customers at our Gaylord Hotels properties.

Cash Flows From Investing Activities. During the nine months ended September 30, 2015, our primary uses of funds for investing activities were purchases of property and equipment, which totaled $63.4 million, and an increase in restricted cash and cash equivalents associated with the furniture, fixtures and equipment (“FF&E”) reserve we are obligated to maintain for future planned and emergency-related capital expenditures at the properties that Marriott manages for us. These uses of cash were partially offset by the receipt of $10.0 million in proceeds related to the sale of our rights in a letter of intent which entitled us to a portion of an economic interest in the income from the land underlying the new MGM casino project in National Harbor, Maryland. Purchases of property, plant and equipment consisted primarily of an expansion of the Ryman Auditorium, the renovation of a portion of the guest rooms at Gaylord Opryland, and ongoing maintenance capital expenditures for our existing properties.

During the nine months ended September 30, 2014, our primary uses of funds for investing activities were purchases of property and equipment, which totaled $50.7 million, partially offset by a decrease in restricted cash and cash equivalents associated with the FF&E reserve discussed above. Purchases of property, plant and equipment consisted primarily of a rooms renovation project at Gaylord Texan and ongoing maintenance capital expenditures for our existing properties.

Cash Flows From Financing Activities. Our cash flows from financing activities reflect primarily the incurrence of debt and the repayment of long-term debt. During the nine months ended September 30, 2015, our net cash flows used in financing activities were approximately $131.8 million, primarily reflecting $271.6 million in repayments under our credit facility, $154.7 million paid to cash settle the remaining 4.7 million warrants associated with our 3.75% convertible notes, the payment of $95.4 million in cash dividends and the payment of $11.1 million in deferred financing costs, partially offset by the issuance of $400.0 million in senior notes.

During the nine months ended September 30, 2014, our net cash flows provided by financing activities were approximately $97.5 million, primarily reflecting $399.0 million in net borrowings under our term loan B facility and $17.5 million in borrowings under our credit facility. These inflows were partially offset by $108.3 million to cash settle 4.8 million of the warrants associated with our previous 3.75% convertible notes, the payment of $81.4 million in cash dividends, and the payment of $8.4 million in deferred financing costs. In addition, we paid $126.5 million in cash related to repurchases and the settlement of conversions of our previous 3.75% convertible notes, and issued 6.3 million shares for the settlement of the conversion spread, which were offset by the exercise of the related purchased options and our receipt and cancellation of the related shares.

Liquidity

At September 30, 2015, we had $40.3 million in unrestricted cash and $380.1 million available for borrowing under our credit facility, which we refinanced in June 2015 with an extended maturity to 2019. During the nine months ended September 30, 2015, we net repaid $271.6 million under our credit facility, cash settled the remaining 4.7 million warrants associated with our 3.75% convertible notes for $154.7 million, paid cash dividends of $95.4 million and incurred capital expenditures of $63.4 million. These outflows, partially offset by the issuance of $400.0 million in senior notes during April 2015 and cash flows from operating activities discussed above, were the primary factors in the decrease in our cash balance from December 31, 2014 to September 30, 2015.

 

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We currently plan to pay a quarterly cash dividend of $0.70 per share in January 2016, subject to determinations as to the timing and amount by our board of directors. We anticipate investing in our operations during the remainder of 2015 by spending between $17 million and $27 million in capital expenditures, which primarily includes ongoing maintenance capital of our current facilities.

We believe that our cash on hand and cash from operations will be adequate to fund our short-term commitments, as well as: (i) normal operating expenses, (ii) interest expense on long-term debt obligations, (iii) capital lease and operating lease obligations, and (iv) declared dividends. If our existing cash and cash from operations were inadequate to fund such items, we could draw on our credit facility, subject to the satisfaction of covenants in the credit facility. We believe that drawing on this credit facility will not be necessary for general working capital purposes. We may, however, draw on our credit facility for operational and capital needs in the future.

Our outstanding principal debt agreements, none of which mature prior to 2019, are described below. Based on current projections for compliance under our financial covenants contained in these agreements, we do not foresee a maturity issue prior to their scheduled maturity date.

Principal Debt Agreements

At September 30, 2015, we were in compliance with all covenants related to our outstanding debt.

Credit Facility. On June 5, 2015, the Company entered into Amendment No. 2 (the “Amendment”) among the Company, as a guarantor, the Operating Partnership, as borrower, certain other subsidiaries of the Company party thereto, as guarantors, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent, to the Company’s Fourth Amended and Restated Credit Agreement (the “Credit Facility”). Prior to the Amendment, the Company’s Credit Facility consisted of a $700.0 million senior secured revolving credit facility (the “revolving credit facility”), the term loan A, and the term loan B. Following the Amendment, the Company’s Credit Facility consists of the revolving credit facility and the term loan B, which matures on January 15, 2021. The Company paid off the previously outstanding term loan A during the second quarter of 2015 with a substantial portion of the proceeds from the Operating Partnership’s and Finco’s private placement of the $400 Million 5% Senior Notes, and the term loan A was eliminated.

Pursuant to the Amendment, the Company extended the maturity date of the revolving credit facility under the Credit Facility to June 5, 2019 and provided for two additional six-month extension options, at the election of the Company. In addition, the Amendment lowered the adjustable margin (the “Applicable Margin”) for determining the interest rate on revolving loans based on the Company’s consolidated funded indebtedness to total asset value ratio (as defined in the Credit Facility). Interest on our borrowings under the revolving credit facility is payable quarterly, in arrears, for base rate-based loans and at the end of each interest rate period for LIBOR-based loans. The effective interest rate at September 30, 2015 was LIBOR plus 1.65%. Principal is payable in full at maturity. Further, the unused commitment fee was reduced to 0.2% to 0.3% per year of the average unused portion of the revolving credit facility. The Company’s term loan B remains outstanding.

The Credit Facility continues to be guaranteed by us, each of our four wholly-owned subsidiaries that own the Gaylord Hotels properties, and certain other of our subsidiaries. The Credit Facility continues to be secured by (i) a first mortgage lien on the real property of each of our Gaylord Hotels properties, (ii) pledges of equity interests in our subsidiaries that own the Gaylord Hotels properties, (iii) our personal property and the personal property of the Operating Partnership and our subsidiaries that guarantee the Credit Facility and (iv) all proceeds and products from our Gaylord Hotels properties. Advances are subject to a 55% borrowing base, based on the appraisal value of the Gaylord Hotels properties (reduced to 50% in the event a hotel property is sold).

In addition, the Credit Facility contains certain covenants which, among other things, limit the incurrence of additional indebtedness, investments, dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, liens and

 

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encumbrances and other matters customarily restricted in such agreements. The material financial covenants, ratios or tests contained in the Credit Facility are as follows:

 

    We must maintain a consolidated funded indebtedness to total asset value ratio as of the end of each calendar quarter of not more than .65 to 1.00.

 

    We must maintain a consolidated tangible net worth (as defined in the Credit Facility) of not less than $175 million plus 75% of the proceeds received by us or any of our subsidiaries in connection with any equity issuance.

 

    We must maintain a consolidated fixed charge coverage ratio (as defined in the Credit Facility), of not less than 1.50 to 1.00.

 

    We must maintain an implied debt service coverage ratio (the ratio of adjusted net operating income to monthly principal and interest that would be required if the outstanding balance were amortized over 25 years at an assumed fixed rate) of not less than 1.60 to 1.00.

If an event of default shall occur and be continuing under the Credit Facility, the commitments under the Credit Facility may be terminated and the principal amount outstanding under the Credit Facility, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.

At September 30, 2015, $317.9 million of borrowings were outstanding under the Credit Facility, and the lending banks had issued $2.0 million of letters of credit under the facility, which left $380.1 million of availability under the Credit Facility (subject to the satisfaction of debt incurrence tests under the indentures governing our $350 million in aggregate principal amount of senior notes due 2021 (the “$350 Million 5% Senior Notes”) and $400 Million 5% Senior Notes.

As a result of the Amendment, we wrote off $1.9 million of deferred financing costs during the nine months ended September 30, 2015, which is included in interest expense in the accompanying condensed consolidated statement of operations.

$400 Million Term Loan Facility. On June 18, 2014, we amended the Credit Facility such that we added an additional senior secured term loan facility in the aggregate principal amount of up to $400.0 million to the Credit Facility. Proceeds from the term loan B were used to repay revolving loans under the Credit Facility, to repay our 3.75% convertible notes and to settle a part of the warrant transactions described below. The term loan B has a maturity date of January 15, 2021 and borrowings bear interest at an annual rate of LIBOR plus an adjustable margin, subject to a LIBOR floor of 0.75%. At September 30, 2015, the interest rate on the term loan B was LIBOR plus 2.75%. The term loan B amortizes in equal quarterly installments in aggregate annual amounts equal to 1.0% of the original principal amount of $400.0 million, commencing on September 30, 2014, with the balance due at maturity. Amounts borrowed under the term loan B that are repaid or prepaid may not be reborrowed. At closing, we drew down on the term loan B in full.

Consistent with our other loans under our Credit Facility, the term loan B is guaranteed by the Company, each of our four wholly-owned subsidiaries that own the Gaylord Hotels-branded properties, and certain other of our subsidiaries. The term loan B is secured by (i) a first mortgage lien on the real property of each of our Gaylord Hotels properties, (ii) pledges of equity interests in our subsidiaries that own the Gaylord Hotels properties, (iii) the personal property of the Company, the Operating Partnership and the guarantors and (iv) all proceeds and products from our Gaylord Hotels properties. Amounts drawn on the term loan B are subject to a 55% borrowing base, based on the appraisal value of the Gaylord Hotels properties (reduced to 50% in the event a hotel property is sold).

 

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The term loan B is subject to certain covenants contained in the Credit Facility, which, among other things, limit the incurrence of additional indebtedness, investments, dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, liens and encumbrances and other matters customarily restricted in such agreements. The term loan B is subject to substantially all of the events of default provided for the Credit Facility (other than the financial maintenance covenants). If an event of default shall occur and be continuing, the commitments under the term loan B may be terminated and the principal amount outstanding under the term loan B, together with all accrued and unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.

$350 Million 5% Senior Notes. On April 3, 2013, the Operating Partnership and RHP Finance Corporation, a subsidiary of the Company, completed the private placement of $350.0 million in aggregate principal amount of senior notes due 2021, which are guaranteed by the Company and its subsidiaries that guarantee the Credit Facility. The $350 Million 5% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries and the guarantors and U.S. Bank National Association as trustee. The $350 Million 5% Senior Notes have a maturity date of April 15, 2021 and bear interest at 5% per annum, payable semi-annually in cash in arrears on April 15 and October 15 of each year, beginning October 15, 2013. The $350 Million 5% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness and senior in right of payment to future subordinated indebtedness, if any. The $350 Million 5% Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness to the extent of the value of the assets securing such indebtedness. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $350 Million 5% Senior Notes will be effectively subordinated to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $350 Million 5% Senior Notes.

The issuing subsidiaries may redeem the $350 Million 5% Senior Notes on or before April 15, 2016, in whole or in part, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest, if any, up to, but excluding, the applicable redemption date plus a make-whole redemption premium. The $350 Million 5% Senior Notes will be redeemable, in whole or in part, at any time on or after April 15, 2016 at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 103.75%, 102.50%, 101.25%, and 100.00% beginning on April 15 of 2016, 2017, 2018, and 2019, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date.

In connection with the issuance of the $350 Million 5% Senior Notes, we completed a registered offer to exchange the $350 Million 5% Senior Notes for registered notes with substantially identical terms as the $350 Million 5% Senior Notes in November 2013.

$400 Million 5% Senior Notes. On April 14, 2015, the Operating Partnership and Finco completed the private placement of $400.0 million in aggregate principal amount of senior notes due 2023. The $400 Million 5% Senior Notes are general unsecured senior obligations of the Company’s issuing subsidiaries and are guaranteed by the Company and its subsidiaries that guarantee the Credit Facility. The $400 Million 5% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries and the guarantors and U.S. Bank National Association as trustee. The $400 Million 5% Senior Notes have a maturity date of April 15, 2023 and bear interest at 5% per annum, payable semi-annually in cash in arrears on April 15 and October 15 of each year, beginning October 15, 2015. The $400 Million 5% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the $350 Million 5% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any. The $400 Million 5% Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness to the extent of the value of the assets securing such indebtedness. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future

 

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senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $400 Million 5% Senior Notes are effectively subordinated to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $400 Million 5% Senior Notes.

The issuing subsidiaries may redeem the $400 Million 5% Senior Notes before April 15, 2018, in whole or in part, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest, if any, up to, but excluding, the applicable redemption date plus a make-whole redemption premium. The $400 Million 5% Senior Notes will be redeemable, in whole or in part, at any time on or after April 15, 2018 at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 103.75%, 102.50%, 101.25%, and 100.00% beginning on April 15 of 2018, 2019, 2020, and 2021, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date.

The net proceeds from the issuance of the $400 Million 5% Senior Notes totaled approximately $392 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. We used substantially all of these proceeds to repay amounts outstanding under our previous term loan A, eliminating the term loan A, and to repay a portion of the amounts outstanding under the revolving credit facility portion of the Credit Facility.

In connection with the issuance of the $400 Million 5% Senior Notes, we entered into a registration rights agreement under which we were required to use our commercially reasonable efforts to complete a registered offer to exchange the $400 Million 5% Senior Notes for registered notes with substantially identical terms as the $400 Million 5% Senior Notes. We completed the exchange offer in September 2015.

Additional Debt Limitations. Pursuant to the terms of the management agreements and pooling agreement with Marriott, we are subject to certain debt limitations described below.

The management agreements provide for the following limitations on indebtedness encumbering a hotel:

 

    The aggregate principal balance of all mortgage and mezzanine debt encumbering the hotel shall be no greater than 75% of the fair market value of the hotel; and

 

    The ratio of (a) aggregate Operating Profit (as defined in the management agreement) in the 12 months prior to the closing on the mortgage or mezzanine debt to (b) annual debt service for the hotel shall equal or exceed 1.2:1; but is subject to the pooling agreement described below.

The pooled limitations on Secured Debt (as defined in the pooling agreement) are as follows:

 

    The aggregate principal balance of all mortgage and mezzanine debt on Pooled Hotels (as defined in the pooling agreement), shall be no more than 75% of the fair market value of Pooled Hotels.

 

    The ratio of (a) aggregate Operating Profit (as defined in the pooling agreement) of Pooled Hotels in the 12 months prior to closing on any mortgage or mezzanine debt to (b) annual debt service for the Pooled Hotels, shall equal or exceed 1.2:1.

Off-Balance Sheet Arrangements

We enter into commitments under letters of credit, primarily for the purpose of securing our deductible obligations with our insurers, and lending banks under our Credit Facility had issued $2.0 million of letters of credit at September 30, 2015. Except as set forth in this paragraph, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

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Commitments and Contractual Obligations

The following table summarizes our significant contractual obligations at September 30, 2015, including long-term debt and operating and capital lease commitments (amounts in thousands):

 

            Payment due by Period  

Contractual obligations

   Total amounts
committed
     Less than
1 year
     1-3 years      3-5 years      More than
5 years
 

Long-term debt (1)

   $ 1,468,900       $ 6,000       $ —         $ 317,900       $ 1,145,000   

Capital leases

     682         19         40         43         580   

Operating leases (2)

     623,879         4,761         8,651         9,025         601,442   

Construction commitments (3)

     20,704         20,704         —           —           —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total contractual obligations

   $ 2,114,165       $ 31,484       $ 8,691       $ 326,968       $ 1,747,022   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Long-term debt commitments do not include approximately $340.8 million in interest payments projected to be due in future years (less than 1 year – $57.2 million; 1-3 years – $114.0 million; 3-5 years – $105.5 million; more than 5 years – $64.1 million) based on the stated interest rates on our fixed-rate debt and the rates in effect at September 30, 2015 for our variable-rate debt. Variable rates, as well as outstanding principal balances, could change in future periods. See “Principal Debt Agreements” above for a discussion of our outstanding long-term debt. See “Supplemental Cash Flow Information” in Note 1 to our Annual Report on Form 10-K for the year ended December 31, 2014 for a discussion of the interest we paid during 2014, 2013 and 2012.
(2) Total operating lease commitments of $623.9 million includes the 75-year operating lease agreement we entered into during 1999 for 65.3 acres of land located in Osceola County, Florida where Gaylord Palms is located.
(3) With respect to our properties that are operated under management agreements with Marriott, we are obligated to maintain an FF&E reserve account for future planned and emergency-related capital expenditures at these properties. The amount funded into each of these reserve accounts is determined pursuant to the management agreements. For fiscal year 2015, the amount funded into the reserve accounts will be 5.0% of the respective property’s total annual revenue. At September 30, 2015, $20.7 million was held in FF&E reserve accounts for future capital expenditures at our properties. According to the terms of each management agreement with Marriott, the reserve funds are to be held by Marriott in a restricted cash account. Although it is not required that such funds be expended in a given year, each management agreement provides any excess funds will carry over for use in future years.

Due to the uncertainty with respect to the timing of future cash payments associated with our defined benefit pension plan, our non-qualified retirement plan, our non-qualified contributory deferred compensation plan and our defined benefit postretirement health care and life insurance plan, we cannot make reasonably certain estimates of the period of cash settlement. Therefore, these obligations have been excluded from the contractual obligations table above. See Note 7 and Note 8 to our Annual Report on Form 10-K for the year ended December 31, 2014 for further discussion related to these obligations.

Critical Accounting Policies and Estimates

We prepare our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States. Certain of our accounting policies, including those related to revenue recognition, impairment of long-lived assets, stock-based compensation, depreciation and amortization, income taxes,

 

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retirement and postretirement benefits other than pension plans, and legal contingencies, require that we apply significant judgment in defining the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. Our judgments are based on our historical experience, our observance of trends in the industry, information provided by our customers and information available from other outside sources, as appropriate. There can be no assurance that actual results will not differ from our estimates. For a discussion of our critical accounting policies and estimates, please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations and Notes to Consolidated Financial Statements presented in our Annual Report on Form 10-K for the year ended December 31, 2014. There were no newly identified critical accounting policies in the first nine months of 2015 nor were there any material changes to the critical accounting policies and estimates discussed in our Annual Report on Form 10-K for the year ended December 31, 2014.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposures to market risk are from changes in interest rates and changes in asset values of investments that fund our pension plan.

Risk Related to Changes in Interest Rates

Borrowings outstanding under the revolving credit portion of our Credit Facility bear interest at an annual rate of LIBOR plus 1.65%, subject to adjustment as defined in the agreement. If LIBOR were to increase by 100 basis points, our annual interest cost on the $317.9 million in borrowings outstanding under the revolving credit portion of our Credit Facility at September 30, 2015 would increase by approximately $3.2 million.

Borrowings outstanding under our $400 million term loan B currently bear interest at an annual rate of LIBOR plus 2.75%, subject to adjustment as defined in the agreement. If LIBOR were to increase by 100 basis points, our annual interest cost on the $395.0 million in borrowings outstanding under our $400 million term loan B at September 30, 2015 would increase by approximately $4.0 million.

Certain of our outstanding cash balances are occasionally invested overnight with high credit quality financial institutions. We do not have significant exposure to changing interest rates on invested cash at September 30, 2015. As a result, the interest rate market risk implicit in these investments at September 30, 2015, if any, is low.

Risk Related to Changes in Asset Values that Fund our Pension Plans

The expected rates of return on the assets that fund our defined benefit pension plan are based on the asset allocation of the plan and the long-term projected return on those assets, which represent a diversified mix of equity securities, fixed income securities and cash. At September 30, 2015, the value of the investments in the pension fund was $67.0 million, and an immediate 10% decrease in the value of the investments in the fund would have reduced the value of the fund by approximately $6.7 million.

ITEM 4. CONTROLS AND PROCEDURES.

The Company maintains disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Exchange Act, that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period

 

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covered by this report. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

There has been no change in our internal control over financial reporting that occurred during the period covered by this report that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is a party to certain litigation, as described in Note 11, “Commitments and Contingencies,” to our condensed consolidated financial statements included herein and which is incorporated herein by reference.

ITEM 1A. RISK FACTORS.

There have been no material changes in our “Risk Factors” as previously set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Inapplicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Inapplicable.

ITEM 4. MINE SAFETY DISCLOSURES.

Inapplicable.

ITEM 5. OTHER INFORMATION.

Inapplicable.

ITEM 6. EXHIBITS.

See Index to Exhibits following the Signatures page.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

      RYMAN HOSPITALITY PROPERTIES, INC.

Date: November 5, 2015

      By:    

/s/ Colin V. Reed

        Colin V. Reed
        Chairman of the Board of Directors and Chief Executive Officer
        (Principal Executive Officer)
      By:  

/s/ Mark Fioravanti

        Mark Fioravanti
        President and Chief Financial Officer
        (Principal Financial Officer)
      By:  

/s/ Jennifer Hutcheson

        Jennifer Hutcheson
        Senior Vice President and Corporate Controller
        (Principal Accounting Officer)

 

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INDEX TO EXHIBITS

 

EXHIBIT

NUMBER

  

DESCRIPTION

3.1    Amended and Restated Certificate of Incorporation of Ryman Hospitality Properties, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed October 1, 2012).
3.2    Amended and Restated Bylaws of Ryman Hospitality Properties, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed October 1, 2012).
31.1*    Certification of Colin V. Reed pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
31.2*    Certification of Mark Fioravanti pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1**    Certification of Colin V. Reed and Mark Fioravanti pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
101*    The following materials from Ryman Hospitality Properties, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets (unaudited) at September 30, 2015 and December 31, 2014, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (unaudited) for the three months and nine months ended September 30, 2015 and 2014, (iii) Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2015 and 2014, and (iv) Notes to Condensed Consolidated Financial Statements (unaudited).
*    Filed herewith.
**    Furnished herewith.
#    Management contract or compensatory plan or arrangement.

 

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