UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended September 30, 2015
or
Commission file number 1-13079
RYMAN HOSPITALITY PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)
(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.
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
For the Quarter Ended September 30, 2015
INDEX
Part I - Financial Information
Part II - Other Information
SIGNATURES
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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)
ASSETS:
Property and equipment, net of accumulated depreciation
Cash and cash equivalents - unrestricted
Cash and cash equivalents - restricted
Notes receivable
Trade receivables, less allowance of $675 and $704, respectively
Deferred financing costs
Prepaid expenses and other assets
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Debt and capital lease obligations
Accounts payable and accrued liabilities
Deferred income tax liabilities, net
Deferred management rights proceeds
Dividends payable
Derivative liabilities
Other liabilities
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
Additional paid-in capital
Treasury stock of 505 and 477 shares, at cost
Accumulated deficit
Accumulated other comprehensive loss
Total stockholders’ equity
Total liabilities and stockholders’ equity
The accompanying notes are an integral part of these condensed consolidated financial statements.
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
(In thousands, except per share data)
Revenues:
Rooms
Food and beverage
Other hotel revenue
Entertainment (previously Opry and Attractions)
Total revenues
Operating expenses:
Other hotel expenses
Management fees
Total hotel operating expenses
Corporate
Preopening costs
Impairment and other charges
Depreciation and amortization
Total operating expenses
Operating income
Interest expense
Interest income
Loss on extinguishment of debt
Other gains and (losses), net
Income before income taxes
Benefit for income taxes
Net income
Loss on call spread and warrant modifications related to convertible notes
Net income available to common shareholders
Basic income per share available to common shareholders
Fully diluted income per share available to common shareholders
Dividends declared per common share
Comprehensive income, net of deferred taxes
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2015 and 2014
Cash Flows from Operating Activities:
Amounts to reconcile net income to net cash flows provided by operating activities:
Benefit for deferred income taxes
Amortization of deferred financing costs
Amortization of discount on convertible notes
Loss on repurchase of warrants
Write-off of deferred financing costs
Stock-based compensation expense
Changes in:
Trade receivables
Interest receivable
Other assets and liabilities
Net cash flows provided by operating activities
Cash Flows from Investing Activities:
Purchases of property and equipment
Proceeds from sale of Peterson LOI
(Increase) decrease in restricted cash and cash equivalents
Other investing activities
Net cash flows used in investing activities
Cash Flows from Financing Activities:
Net borrowings (repayments) under credit facility
Net borrowings (repayments) under term loan B
Issuance of senior notes
Repurchase and conversion of convertible notes
Repurchase of common stock warrants
Deferred financing costs paid
Payment of dividend
Proceeds from exercise of stock option and purchase plans
Other financing activities
Net cash flows provided by (used in) financing activities
Net change in cash and cash equivalents
Cash and cash equivalents - unrestricted, beginning of period
Cash and cash equivalents - unrestricted, end of period
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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.
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.
The weighted average number of common shares outstanding is calculated as follows (in thousands):
Weighted average shares outstanding - basic
Effect of dilutive stock-based compensation
Effect of convertible notes
Effect of common stock warrants
Weighted average shares outstanding - diluted
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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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.
Property and equipment at September 30, 2015 and December 31, 2014 is recorded at cost and summarized as follows (in thousands):
Land and land improvements
Buildings
Furniture, fixtures and equipment
Construction-in-progress
Accumulated depreciation
Property and equipment, net
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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The Company’s debt and capital lease obligations at September 30, 2015 and December 31, 2014 consisted of (in thousands):
Credit Facility, terms as set forth below
$400 Million Term Loan B, interest at LIBOR plus 2.75%, maturing January 15, 2021
$350 Million Senior Notes, interest at 5.0%, maturing April 15, 2021
$400 Million Senior Notes, interest at 5.0%, maturing April 15, 2023
AC Hotel Note Payable, terms as set forth in Note 1
Capital lease obligations
Total debt
Less amounts due within one year
Total long-term debt
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.
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.
Net periodic pension (income) expense reflected in the accompanying condensed consolidated statements of operations included the following components for the respective periods (in thousands):
Interest cost
Expected return on plan assets
Amortization of net actuarial loss
Net settlement loss
Total net periodic pension (income) expense
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):
Amortization of prior service credit
Total net postretirement benefit income
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.
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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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.
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):
Deferred compensation plan investments
Total assets measured at fair value
Warrant liability
Total liabilities measured at fair value
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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The Company’s operations are organized into three principal business segments:
The following information is derived directly from the segments’ internal financial reports used for corporate management purposes (amounts in thousands):
Hospitality
Corporate and Other
Total
Depreciation and amortization:
Operating income (loss):
Total operating income
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.
CONDENSED CONSOLIDATING BALANCE SHEET
September 30, 2015
Trade receivables, less allowance
Intercompany receivables, net
Investments
Intercompany payables, net
Preferred stock
Common stock
Additional paid-in-capital
Treasury stock
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December 31, 2014
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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Three Months Ended September 30, 2015
Corporate overhead allocation
Operating income (loss)
Income (loss) before income taxes
(Provision) benefit for income taxes
Equity in subsidiaries’ earnings, net
Net income (loss)
Comprehensive income (loss)
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For the Three Months Ended September 30, 2014
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For the Nine Months Ended September 30, 2015
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For the Nine Months Ended September 30, 2014
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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
Net cash provided by (used in) operating activities
Increase in restricted cash and cash equivalents
Net cash provided by (used in) investing activities
Net borrowings under credit facility
Repayments under term loan B
Other financing activities, net
Net cash provided by (used in) financing activities
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
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Decrease in restricted cash and cash equivalents
Net cash used in investing activities
Net borrowings under term loan B
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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:
For the three months and nine months ended September 30, 2015 and 2014, our total revenues were divided among these business segments as follows:
Segment
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:
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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.
Income Statement Data:
REVENUES:
OPERATING EXPENSES:
Total depreciation and amortization
OPERATING INCOME (LOSS):
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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):
Net income per share available to common shareholders - fully diluted (1)
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:
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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:
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:
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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):
Revenues (1):
Total hospitality revenue
Hospitality operating expenses:
Total Hospitality operating expenses
Hospitality operating income (2)
Hospitality performance metrics:
Occupancy
ADR
RevPAR (3)
Total RevPAR (4)
Net Definite Group Room Nights Booked
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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:
Group
Transient
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):
Administrative employment costs
Utilities
Property taxes
Other
Total other hotel expenses
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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):
Total revenue
Performance metrics:
RevPAR
Total RevPAR
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):
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):
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):
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):
Revenues
Operating expenses
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):
Operating loss
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):
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:
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 pooled limitations on Secured Debt (as defined in the pooling agreement) are as follows:
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):
Contractual obligations
Long-term debt (1)
Capital leases
Operating leases (2)
Construction commitments (3)
Total contractual obligations
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.
ITEM 4. MINE SAFETY DISCLOSURES.
ITEM 5. OTHER INFORMATION.
ITEM 6. EXHIBITS.
See Index to Exhibits following the Signatures page.
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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.
Date: November 5, 2015
/s/ Colin V. Reed
/s/ Mark Fioravanti
/s/ Jennifer Hutcheson
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INDEX TO EXHIBITS
EXHIBIT
NUMBER
DESCRIPTION
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