Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Jan. 31, 2015 | Jun. 30, 2014 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | RHP | ||
Entity Registrant Name | Ryman Hospitality Properties, Inc. | ||
Entity Central Index Key | 1040829 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 51,043,771 | ||
Entity Public Float | $2,088,817,684 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
ASSETS: | ||||
Property and equipment, net of accumulated depreciation | $2,036,261 | $2,067,997 | ||
Cash and cash equivalents - unrestricted | 76,408 | 61,579 | 97,170 | 44,388 |
Cash and cash equivalents - restricted | 17,410 | 20,169 | ||
Notes receivable | 149,612 | 148,350 | ||
Trade receivables, less allowance of $704 and $717, respectively | 45,188 | 51,782 | ||
Deferred financing costs | 21,646 | 19,306 | ||
Prepaid expenses and other assets | 66,621 | 55,446 | ||
Total assets | 2,413,146 | 2,424,629 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||||
Debt and capital lease obligations | 1,341,555 | 1,154,420 | ||
Accounts payable and accrued liabilities | 166,848 | 157,339 | ||
Deferred income tax liabilities, net | 14,284 | 23,117 | ||
Deferred management rights proceeds | 183,423 | 186,346 | ||
Dividends payable | 29,133 | 25,780 | ||
Derivative liabilities | 134,477 | |||
Other liabilities | 142,019 | 119,932 | ||
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, 51,044 and 50,528 shares issued and outstanding, respectively | 510 | 505 | ||
Additional paid-in capital | 882,193 | 1,228,845 | ||
Treasury stock of 477 and 472 shares, respectively, at cost | -8,002 | -7,766 | ||
Accumulated deficit | -446,963 | -454,770 | ||
Accumulated other comprehensive loss | -26,331 | -9,119 | -24,603 | -36,031 |
Total stockholders' equity | 401,407 | 757,695 | 853,598 | 1,045,535 |
Total liabilities and stockholders' equity | $2,413,146 | $2,424,629 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $704 | $717 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 51,044,000 | 50,528,000 |
Common stock, shares outstanding | 51,044,000 | 50,528,000 |
Treasury stock, shares | 477,000 | 472,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues: | |||
Rooms | $384,185 | $357,313 | $365,611 |
Food and beverage | 412,061 | 382,340 | 401,252 |
Other hotel revenue | 157,920 | 138,856 | 149,178 |
Opry and Attractions | 86,825 | 76,053 | 70,553 |
Total revenues | 1,040,991 | 954,562 | 986,594 |
Operating expenses: | |||
Rooms | 116,103 | 106,849 | 96,900 |
Food and beverage | 248,358 | 237,153 | 242,739 |
Other hotel expenses | 307,597 | 295,152 | 314,643 |
Management fees | 16,151 | 14,652 | 4,207 |
Total hotel operating expenses | 688,209 | 653,806 | 658,489 |
Opry and Attractions | 59,815 | 56,528 | 52,130 |
Corporate | 27,573 | 26,292 | 46,876 |
REIT conversion costs | 22,190 | 101,964 | |
Casualty loss | 54 | 858 | |
Preopening costs | 11 | 340 | |
Impairment and other charges | 2,976 | ||
Depreciation and amortization | 112,278 | 116,528 | 130,691 |
Total operating expenses | 887,886 | 878,374 | 991,348 |
Operating income (loss) | 153,105 | 76,188 | -4,754 |
Interest expense, net of amounts capitalized | -61,447 | -60,916 | -58,582 |
Interest income | 12,075 | 12,267 | 12,307 |
Income from unconsolidated companies | 10 | 109 | |
Loss on extinguishment of debt | -2,148 | -4,181 | |
Other gains and (losses), net | 23,415 | 2,447 | 22,251 |
Income (loss) before income taxes and discontinued operations | 125,000 | 25,815 | -28,669 |
Benefit for income taxes | 1,467 | 92,662 | 2,034 |
Income (loss) from continuing operations | 126,467 | 118,477 | -26,635 |
Loss from discontinued operations, net of income taxes | -15 | -125 | -9 |
Net income (loss) | 126,452 | 118,352 | -26,644 |
Loss on call spread and warrant modifications related to convertible notes | -5,417 | -4,869 | |
Net income (loss) available to common stockholders | $121,035 | $113,483 | ($26,644) |
Basic income (loss) per share available to common stockholders: | |||
Income (loss) from continuing operations | $2.38 | $2.22 | ($0.56) |
Loss from discontinued operations, net of income taxes | $0 | $0 | $0 |
Net income (loss) | $2.38 | $2.22 | ($0.56) |
Fully diluted income (loss) per share available to common stockholders: | |||
Income (loss) from continuing operations | $2.17 | $1.81 | ($0.56) |
Loss from discontinued operations, net of income taxes | $0 | $0 | $0 |
Net income (loss) | $2.17 | $1.81 | ($0.56) |
Dividends declared per common share | $2.20 | $2 | $6.84 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Loss) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $126,452 | $118,352 | ($26,644) |
Other comprehensive income, before tax: | |||
Unrealized gains (losses) arising during the period | -20,231 | 23,172 | 14,451 |
Amount reclassified from accumulated OCI into income (expense) | -235 | 204 | 3,601 |
Total Minimum pension liability | -20,466 | 23,376 | 18,052 |
Income tax (expense) benefit related to items of comprehensive income | 3,254 | -7,892 | -6,624 |
Other comprehensive income (loss), net of tax | -17,212 | 15,484 | 11,428 |
Comprehensive income (loss) | $109,240 | $133,836 | ($15,216) |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash Flows from Operating Activities: | |||
Net income (loss) | $126,452 | $118,352 | ($26,644) |
Amounts to reconcile net income (loss) to net cash flows provided by operating activities: | |||
Income from unconsolidated companies | -10 | -109 | |
Impairment and other charges | 3,527 | 33,291 | |
Gain on sales of long-lived assets | -25,274 | -82 | -20,009 |
Benefit for deferred income taxes | -5,877 | -89,530 | -9,105 |
Depreciation and amortization | 112,278 | 116,528 | 130,691 |
Amortization of deferred financing costs | 5,959 | 5,500 | 4,908 |
Amortization of discount on convertible notes | 8,735 | 13,817 | 13,793 |
Write-off of deferred financing costs | 1,845 | ||
Loss on extinguishment of debt | 2,148 | 4,181 | |
Stock-based compensation expense | 5,773 | 11,560 | 8,964 |
Excess tax benefit from stock-based compensation | -7 | -6,736 | |
Changes in: | |||
Trade receivables | 6,594 | 3,561 | -13,404 |
Interest receivable | -3,142 | -690 | -1,179 |
Income tax receivable | 1,755 | -1,755 | |
Accounts payable and accrued liabilities | 6,038 | -59,395 | 55,190 |
Other assets and liabilities | 5,712 | 10,203 | 6,743 |
Net cash flows provided by operating activities - continuing operations | 247,151 | 137,605 | 176,394 |
Net cash flows provided by (used in) operating activities - discontinued operations | -147 | 94 | 76 |
Net cash flows provided by operating activities | 247,004 | 137,699 | 176,470 |
Cash Flows from Investing Activities: | |||
Purchases of property and equipment | -58,377 | -36,959 | -95,233 |
Purchase of AC Hotel | -21,206 | ||
Proceeds from sale of Peterson LOI | 9,350 | ||
Sale of management rights and intellectual property | 210,000 | ||
(Increase) decrease in restricted cash and cash equivalents | 2,759 | -13,959 | -5,060 |
Other investing activities | 8,012 | 2,177 | 5,349 |
Net cash flows provided by (used in) investing activities - continuing operations | -59,462 | -48,741 | 115,056 |
Net cash flows used in investing activities - discontinued operations | 0 | 0 | 0 |
Net cash flows provided by (used in) investing activities | -59,462 | -48,741 | 115,056 |
Cash Flows from Financing Activities: | |||
Net borrowings (repayments) under credit facility | 77,000 | -35,500 | -55,000 |
Net borrowings under term loan B | 398,000 | ||
Issuance of senior notes | 350,000 | ||
Early redemption of senior notes | -152,180 | ||
Repurchase and conversion of convertible notes | -358,710 | -99,222 | |
Repurchase of common stock warrants | -177,423 | ||
Deferred financing costs paid | -8,428 | -15,738 | -376 |
Proceeds from the issuance of common stock, net of issuance costs of $1,131 | 32,722 | ||
Repurchase of Company stock for retirement | -100,028 | -185,400 | |
Payment of dividend | -109,414 | -76,424 | -62,007 |
Proceeds from exercise of stock option and purchase plans | 6,862 | 5,223 | 25,336 |
Excess tax benefit from stock-based compensation | 7 | 6,736 | |
Other financing activities, net | -600 | -687 | -755 |
Net cash flows used in financing activities - continuing operations | -172,713 | -124,549 | -238,744 |
Net cash flows used in financing activities - discontinued operations | 0 | 0 | 0 |
Net cash flows used in financing activities | -172,713 | -124,549 | -238,744 |
Net change in cash and cash equivalents | 14,829 | -35,591 | 52,782 |
Cash and cash equivalents - unrestricted, beginning of period | 61,579 | 97,170 | 44,388 |
Cash and cash equivalents - unrestricted, end of period | $76,408 | $61,579 | $97,170 |
Consolidated_Statements_of_Cas1
Consolidated Statements of Cash Flows (Parenthetical) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 |
Statement of Cash Flows [Abstract] | |
Common stock issuance costs | $1,131 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Other Comprehensive (Loss) Income [Member] |
In Thousands | ||||||
Beginning Balance at Dec. 31, 2011 | $1,045,535 | $484 | $929,904 | ($4,599) | $155,777 | ($36,031) |
Net income (loss) | -26,644 | -26,644 | ||||
Other comprehensive income (loss), net of deferred income taxes | 11,428 | 11,428 | ||||
Issuance of common stock | 32,722 | 8 | 32,714 | |||
Repurchase of Company stock for retirement | -185,400 | -50 | -185,350 | |||
Payment of dividend | -62,007 | 67 | 250,410 | -2,635 | -309,849 | |
Exercise of stock options | 25,080 | 13 | 25,067 | |||
Net tax benefit related to stock based compensation | 8,991 | 8,991 | ||||
Employee stock plan purchases | 252 | 252 | ||||
Restricted stock units and stock options surrendered | -5,314 | 4 | -5,318 | |||
Restricted stock shares surrendered | -9 | -9 | ||||
Stock-based compensation expense | 8,964 | 8,964 | ||||
Ending Balance at Dec. 31, 2012 | 853,598 | 526 | 1,250,975 | -7,234 | -366,066 | -24,603 |
Net income (loss) | 118,352 | 118,352 | ||||
Other comprehensive income (loss), net of deferred income taxes | 15,484 | 15,484 | ||||
Repurchase of Company stock for retirement | -100,028 | -23 | -30 | -99,975 | ||
Repurchase and conversion of convertible notes | -42,581 | -2 | -37,710 | -4,869 | ||
Payment of dividend | -102,206 | 538 | -532 | -102,212 | ||
Exercise of stock options | 5,223 | 3 | 5,220 | |||
Net tax benefit related to stock based compensation | -206 | -206 | ||||
Restricted stock units and stock options surrendered | -1,501 | 1 | -1,502 | |||
Stock-based compensation expense | 11,560 | 11,560 | ||||
Ending Balance at Dec. 31, 2013 | 757,695 | 505 | 1,228,845 | -7,766 | -454,770 | -9,119 |
Net income (loss) | 126,452 | 126,452 | ||||
Other comprehensive income (loss), net of deferred income taxes | -17,212 | -17,212 | ||||
Repurchase and conversion of convertible notes | -54,322 | -51,996 | -2,326 | |||
Repurchase of common stock warrants | -307,491 | -304,400 | -3,091 | |||
Payment of dividend | -112,772 | 692 | -236 | -113,228 | ||
Exercise of stock options | 6,862 | 3 | 6,859 | |||
Net tax benefit related to stock based compensation | -302 | -302 | ||||
Restricted stock units and stock options surrendered | -3,276 | 2 | -3,278 | |||
Stock-based compensation expense | 5,773 | 5,773 | ||||
Ending Balance at Dec. 31, 2014 | $401,407 | $510 | $882,193 | ($8,002) | ($446,963) | ($26,331) |
Description_of_the_Business_an
Description of the Business and Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Description of the Business and Summary of Significant Accounting Policies | 1. Description of the Business and Summary of Significant Accounting Policies | ||||||||||||
For financial statement presentation and reporting purposes, the Company is the successor to Gaylord Entertainment Company, formerly a Delaware corporation (“Gaylord”). As more fully described in Note 2, as part of the plan to restructure the business operations of Gaylord to facilitate its qualification as a real estate investment trust (“REIT”) for federal income tax purposes, Gaylord merged with and into its wholly-owned subsidiary, Ryman Hospitality Properties, Inc., a Delaware corporation (“Ryman”), on October 1, 2012, with Ryman as the surviving corporation (the “Merger”). At 12:01 a.m. on October 1, 2012, the effective time of the Merger, Ryman succeeded to and began conducting, directly or indirectly, all of the business conducted by Gaylord immediately prior to the Merger. The “Company” refers to Ryman and to Gaylord. | |||||||||||||
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”) that the Company formed in connection with its REIT conversion. 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 Annual Report on Form 10-K and Ryman’s other reports filed with the Securities and Exchange Commission 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; Opry and Attractions; and Corporate and Other. The Company’s fiscal year ends on December 31 for all periods presented. | |||||||||||||
Business Segments | |||||||||||||
Hospitality | |||||||||||||
The Hospitality segment includes the Gaylord Hotels branded hotels, the Inn at Opryland and the AC Hotel at National Harbor, Washington D.C. (“AC Hotel”). At December 31, 2014, the Company owns 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”), the Gaylord National Resort & Convention Center (“Gaylord National”), which the Company refers to collectively as the “Gaylord Hotels properties,” the Inn at Opryland, and the AC Hotel, which the Company completed the purchase of in December 2014 and is expected to open in March 2015. Gaylord Opryland and the Inn at Opryland are both located in Nashville, Tennessee. The Gaylord Palms is located in Kissimmee, Florida. The Gaylord Texan is located in Grapevine, Texas. The Gaylord National and the AC Hotel are both located in National Harbor, Maryland. On October 1, 2012, Marriott International, Inc. (“Marriott”) assumed the day-to-day management of the Gaylord Hotels pursuant to a management agreement for each Gaylord Hotel. On December 1, 2012, Marriott assumed the day-to-day management of the Inn at Opryland pursuant to an additional management agreement. Marriott will assume the day-to-day management of the AC Hotel upon its opening pursuant to a separate management agreement. | |||||||||||||
Opry and Attractions | |||||||||||||
The Opry and Attractions segment includes all of the Company’s Nashville-based tourist attractions. At December 31, 2014, these include the Grand Ole Opry, the General Jackson Showboat, the Wildhorse Saloon, the Ryman Auditorium and the Gaylord Springs Golf Links (“Gaylord Springs”), among others. The Opry and Attractions segment also includes WSM-AM. Beginning October 1, 2012, Marriott assumed the management of the day-to-day operations of the General Jackson Showboat, Gaylord Springs and the Wildhorse Saloon pursuant to management agreements. | |||||||||||||
Corporate and Other | |||||||||||||
The Corporate and Other segment includes operating and general and administrative expenses related to the overall management of the Company which are not allocated to the other reportable segments, including certain costs for the Company’s retirement plans, equity-based compensation plans, information technology, human resources, accounting, and other administrative expenses. | |||||||||||||
Principles of Consolidation | |||||||||||||
The accompanying consolidated financial statements include the accounts of the Company and all of its majority-owned subsidiaries. The Company’s investments in non-controlled entities in which it has the ability to exercise significant influence over operating and financial policies are accounted for by the equity method. The Company’s investments in other entities are accounted for using the cost method. All significant intercompany accounts and transactions have been eliminated in consolidation. | |||||||||||||
The Company analyzes its variable interests, including loans, guarantees, management agreements, leasing arrangements and equity investments, to determine if an entity in which it has a variable interest is a variable interest entity (“VIE”). This analysis primarily includes a qualitative review, which is based on a review of the design of the entity, its organizational structure, including decision-making ability, and relevant financial agreements. This analysis is also used to determine if the Company must consolidate the VIE as the primary beneficiary. | |||||||||||||
The Company has determined that its hotel subsidiaries are VIEs because each of the hotel’s incentive fees are significant relative to the total amount of each hotel’s economic performance, these fees are expected to absorb a significant amount of the variability associated with each hotel’s anticipated economic performance, and the Company shares with the manager the power to direct certain activities that significantly impact the hotel’s operating performance, such as approving budgets. The Company has determined that it is the primary beneficiary of each of these VIEs because it has the unilateral authority to direct other activities that most significantly impact the hotels’ economic performance, such as obtaining short- and long-term financing for the hotels and making any decision in regards to selling the hotels subject to certain limitations within the management agreements. In addition, the Company is obligated to receive the residual benefits or to absorb the residual losses from each of the hotels, which could potentially be significant to the hotels. The Company has, therefore, consolidated each of these VIEs. | |||||||||||||
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 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 transaction required that the property be transferred to the Company unencumbered by any existing hotel franchise or management agreements. The Company is re-branding the hotel and Marriott will operate the property in conjunction with the Gaylord National pursuant to a separate management agreement. 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. The Company expects the hotel to open in March 2015. The Company paid $21.2 million of the combined purchase price, including transaction costs, in December 2014, with the remainder being secured by a $6.0 million note payable to an affiliate of The Peterson Companies, which is due in January 2016, bears interest at an Applicable Federal Rate as determined by the Internal Revenue Service (“IRS”) and is shown in Note 5. | |||||||||||||
Property and Equipment | |||||||||||||
Property and equipment are stated at cost. Improvements and significant renovations that extend the lives of existing assets are capitalized. Interest on funds borrowed to finance the construction of major capital additions is included in the cost of the applicable capital addition. Maintenance and repairs are charged to expense as incurred. Property and equipment are generally depreciated using the straight-line method over the following estimated useful lives: | |||||||||||||
Buildings | 40 years | ||||||||||||
Land improvements | 20 years | ||||||||||||
Furniture, fixtures and equipment | 3-8 years | ||||||||||||
Leasehold improvements | The shorter of the lease term or useful life | ||||||||||||
Cash and Cash Equivalents — Unrestricted | |||||||||||||
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. | |||||||||||||
Cash and Cash Equivalents — Restricted | |||||||||||||
Restricted cash and cash equivalents primarily represent funds held by our property managers for furniture, fixtures and equipment reserves. In addition, the Company holds certificates of deposit with an original maturity of greater than three months. The Company is required to maintain these certificates of deposit in order to secure its Tennessee workers’ compensation self-insurance obligations. | |||||||||||||
For purposes of the statements of cash flows, changes in restricted cash and cash equivalents related to funds for furniture, fixtures and equipment replacement reserves are shown as investing activities. | |||||||||||||
Supplemental Cash Flow Information | |||||||||||||
Cash paid for interest for the years ended December 31 was comprised of (amounts in thousands): | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Debt interest paid | $ | 49,208 | $ | 36,651 | $ | 40,935 | |||||||
Capitalized interest | (52 | ) | — | (515 | ) | ||||||||
Cash paid for interest, net of capitalized interest | $ | 49,156 | $ | 36,651 | $ | 40,420 | |||||||
Net cash payments (refunds) of income taxes in 2014, 2013 and 2012 were $(0.1) million, $4.8 million and $1.4 million, respectively. | |||||||||||||
A portion of the Company's acquisition of the AC Hotel and a portion of the Company's sale of all of its rights in a letter of intent to which it is a party with The Peterson Companies are considered noncash transactions as they are evidenced by a note payable and a noe receivable, respectively. The AC Hotel transaction is more fully discussed in the "Acquisition" section of Note 1, and the sale of the Company's rights in the letter of intent is more fully discussed in the "Prepaid Expenses and Other Assets" section of Note 1. | |||||||||||||
Impairment of Long-Lived and Other Assets | |||||||||||||
In accounting for the Company’s long-lived and other assets (including its notes receivable associated with the development of Gaylord National), the Company assesses its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the assets or asset group may not be recoverable. Recoverability of long-lived assets that will continue to be used is measured by comparing the carrying amount of the asset or asset group to the related total future undiscounted net cash flows. If an asset or asset group’s carrying value is not recoverable through those cash flows, the asset group is considered to be impaired. The impairment is measured by the difference between the assets’ carrying amount and their fair value, which is estimated using discounted cash flow analyses that utilize comprehensive cash flow projections, as well as observable market data to the extent available. | |||||||||||||
Accounts Receivable | |||||||||||||
The Company’s accounts receivable are primarily generated by meetings and convention attendees’ room nights. Receivables arising from these sales are not collateralized. Credit risk associated with the accounts receivable is minimized due to the large and diverse nature of the customer base. | |||||||||||||
Allowance for Doubtful Accounts | |||||||||||||
The Company provides allowances for doubtful accounts based upon a percentage of revenue and periodic evaluations of the aging of accounts receivable. | |||||||||||||
Deferred Financing Costs | |||||||||||||
Deferred financing costs consist of prepaid interest, loan fees and other costs of financing that are amortized over the term of the related financing agreements, using the effective interest method. During 2014, 2013 and 2012, deferred financing costs of $6.0 million, $5.5 million and $4.9 million, respectively, were amortized and recorded as interest expense in the accompanying consolidated statements of operations. | |||||||||||||
As a result of the refinancing of the Company’s credit facility discussed in Note 5, the Company wrote off $1.3 million of deferred financing costs during 2013. In addition, as a result of the Company’s repurchase of the remainder of its 6.75% senior notes outstanding, the Company wrote off $0.5 million of deferred financing costs during 2013. Each of these write-offs is included in interest expense in the accompanying consolidated statements of operations. | |||||||||||||
As a result of the Company’s repurchases of a portion of its convertible senior notes outstanding discussed in Note 5, the Company wrote off $0.3 million of deferred financing costs during each of 2014 and 2013, which is included as an increase in the net loss on extinguishment of debt in the accompanying consolidated statements of operations. | |||||||||||||
Prepaid Expenses and Other Assets | |||||||||||||
Prepaid expenses and other assets at December 31 consist of (amounts in thousands): | |||||||||||||
2014 | 2013 | ||||||||||||
Peterson note receivable | $ | 16,785 | $ | — | |||||||||
Other receivables | 904 | 3,615 | |||||||||||
Prepaid expenses | 14,691 | 16,530 | |||||||||||
Inventories | 7,446 | 6,653 | |||||||||||
Deferred software costs | 4,890 | 6,110 | |||||||||||
Supplemental deferred compensation plan assets | 19,712 | 18,883 | |||||||||||
Other | 2,193 | 3,655 | |||||||||||
Total prepaid expenses and other assets | $ | 66,621 | $ | 55,446 | |||||||||
In December 2014, the Company sold to an affiliate of The Peterson Companies (the developer of the National Harbor, Maryland development in which the Gaylord National hotel is located) all of its rights in a letter of intent to which it is a party with The Peterson Companies, which entitled the Company to a portion of such party’s economic interest in the income from the land underlying the new MGM casino project at National Harbor. The Company will receive $26.1 million over three years in exchange for its contractual rights, which is included in other gains and losses, net in the accompanying consolidated statement of operations for 2014. The Company received the first payment in the amount of $9.4 million at closing, and holds the remainder of $16.8 million as a note receivable in the accompanying consolidated balance sheet at December 31, 2014. The note receivable is due in separate payments in January 2015 and January 2016, bearing interest at an Applicable Federal Rate as determined by the Internal Revenue Service (“IRS”). | |||||||||||||
Other receivables result primarily from non-operating income that is due within one year. Prepaid expenses consist of prepayments for property taxes at one of the Company’s hotel properties, insurance and other contracts that will be expensed during the subsequent year. Inventories consist primarily of food and beverage inventory for resale and retail inventory sold in the Opry and Attractions segment. Inventory is carried at the lower of cost or market. Cost is computed on an average cost basis. | |||||||||||||
The Company capitalizes the costs of computer software developed for internal use. Accordingly, the Company has capitalized the external costs and certain internal payroll costs to develop computer software. Deferred software costs are amortized on a straight-line basis over their estimated useful lives of 3 to 5 years. Amortization expense of deferred software costs during 2014, 2013 and 2012 was $2.3 million, $5.9 million, and $10.0 million, respectively. | |||||||||||||
Investments | |||||||||||||
From time to time, the Company has owned minority interest investments in certain businesses. Generally, non-marketable investments (excluding limited partnerships and limited liability company interests) in which the Company owns less than 20 percent are accounted for using the cost method of accounting and investments in which the Company owns between 20 percent and 50 percent and limited partnerships are accounted for using the equity method of accounting. | |||||||||||||
Accounts Payable and Accrued Liabilities | |||||||||||||
Accounts payable and accrued liabilities at December 31 consist of (amounts in thousands): | |||||||||||||
2014 | 2013 | ||||||||||||
Trade accounts payable | $ | 31,942 | $ | 26,932 | |||||||||
Property and other taxes payable | 35,598 | 31,553 | |||||||||||
Deferred revenues | 38,581 | 39,822 | |||||||||||
Accrued salaries and benefits | 18,477 | 21,655 | |||||||||||
Accrued self-insurance reserves | 2,176 | 4,134 | |||||||||||
Accrued interest payable | 5,560 | 7,954 | |||||||||||
Other accrued liabilities | 34,514 | 25,289 | |||||||||||
Total accounts payable and accrued liabilities | $ | 166,848 | $ | 157,339 | |||||||||
Deferred revenues consist primarily of deposits on advance bookings of hotel rooms and advance ticket sales at the Company’s tourism properties, as well as uncollected attrition and cancellation fees. The Company is self-insured up to a stop loss for certain losses relating 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 has subsequently transitioned to a low or no deductible program. For workers’ compensation and general liability claims incurred prior to October 1, 2012, and for employee medical benefits claimed prior to January 1, 2013, the Company recognizes self-insured losses based upon estimates of the aggregate liability for uninsured claims incurred using certain actuarial assumptions followed in the insurance industry or the Company’s historical experience. Other accrued liabilities include accruals for, among others, purchasing, meeting planner commissions and utilities. | |||||||||||||
Income Taxes | |||||||||||||
The Company establishes deferred tax assets and liabilities based on the difference between the financial statement and income tax carrying amounts of assets and liabilities using existing tax laws and tax rates. The Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. See Note 10 for more detail on the Company’s income taxes. | |||||||||||||
Deferred Management Rights Proceeds | |||||||||||||
The Company has deferred and amortizes the proceeds received from Marriott that were allocated to the sale of the management rights, as discussed further in Note 2, on a straight line basis over the 65-year term of the hotel management agreements, including extensions, as a reduction in management fee expense in the accompanying consolidated statements of operations. | |||||||||||||
Other Liabilities | |||||||||||||
Other liabilities at December 31 consist of (amounts in thousands): | |||||||||||||
2014 | 2013 | ||||||||||||
Pension and postretirement benefits liability | $ | 41,783 | $ | 25,760 | |||||||||
Straight-line lease liability | 79,352 | 73,871 | |||||||||||
Deferred compensation liability | 19,712 | 18,883 | |||||||||||
Other | 1,172 | 1,418 | |||||||||||
Total other liabilities | $ | 142,019 | $ | 119,932 | |||||||||
Leases | |||||||||||||
The Company is a lessee of a 65.3 acre site in Osceola County, Florida on which the Gaylord Palms is located, a 10.0 acre site in Grapevine, Texas on which a portion of the Gaylord Texan is located, and office space, office equipment, and other equipment. The Company’s leases are discussed further in Note 11. | |||||||||||||
Revenue Recognition | |||||||||||||
Revenues from occupied hotel rooms are recognized as earned on the close of business each day and from concessions and food and beverage sales at the time of the sale. Revenues from other services at the Company’s hotels, such as spa, parking, and transportation services, are recognized at the time services are provided. Attrition fees, which 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, as well as cancellation fees, are recognized as revenue in the period they are collected. The Company recognizes revenues from the Opry and Attractions segment when services are provided or goods are shipped, as applicable. The Company is required to collect certain taxes from customers on behalf of government agencies and remit these to the applicable governmental entity on a periodic basis. These taxes are collected from customers at the time of purchase, but are not included in revenue. The Company records a liability upon collection from the customer and relieves the liability when payments are remitted to the applicable governmental agency. | |||||||||||||
Management Fees | |||||||||||||
The Company pays Marriott a base management fee of approximately 2% of revenues for the properties that Marriott manages, as well as an incentive fee that is based on profitability. The Company accrued $19.6 million, $18.1 million and $5.1 million in base management fees to Marriott during 2014, 2013 and 2012, respectively. The Company accrued $0.4 million, $0.1 million and $0 in incentive fees to Marriott during 2014, 2013 and 2012, respectively. Management fees are presented in the consolidated statements of operations net of the amortization of the deferred management rights proceeds discussed further in Note 2. | |||||||||||||
Preopening Costs | |||||||||||||
The Company expenses the costs associated with start-up activities and organization costs associated with its development or reopening of hotels and significant attractions as incurred. The Company’s preopening costs during 2012 primarily relate to a new sports bar entertainment facility at Gaylord Palms that opened in February 2012. | |||||||||||||
Advertising Costs | |||||||||||||
Advertising costs are expensed as incurred and were $33.3 million, $28.8 million, and $21.8 million for 2014, 2013 and 2012, respectively. | |||||||||||||
Stock-Based Compensation | |||||||||||||
The Company has stock-based employee compensation plans, which are described more fully in Note 6. The Company accounts for its stock-based compensation plan under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation.” | |||||||||||||
Income (Loss) Per Share | |||||||||||||
Earnings per share is measured as basic earnings per share and diluted earnings per share. Basic earnings per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the year. Diluted earnings per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding after considering the effect of conversion of dilutive instruments, calculated using the treasury stock method. Net income (loss) per share amounts are calculated as follows for the years ended December 31 (income and share amounts in thousands): | |||||||||||||
2014 | |||||||||||||
Income | Shares | Per Share | |||||||||||
Net income available to common stockholders | $ | 121,035 | 50,861 | $ | 2.38 | ||||||||
Effect of dilutive stock-based compensation | — | 487 | — | ||||||||||
Effect of convertible notes | — | 4,532 | — | ||||||||||
Net income — assuming dilution | $ | 121,035 | 55,880 | $ | 2.17 | ||||||||
2013 | |||||||||||||
Income | Shares | Per Share | |||||||||||
Net income available to common stockholders | $ | 113,483 | 51,174 | $ | 2.22 | ||||||||
Effect of dilutive stock-based compensation | — | 591 | — | ||||||||||
Effect of convertible notes | — | 6,304 | — | ||||||||||
Effect of common stock warrants | — | 4,741 | — | ||||||||||
Net income — assuming dilution | $ | 113,483 | 62,810 | $ | 1.81 | ||||||||
2012 | |||||||||||||
Loss | Shares | Per Share | |||||||||||
Net loss available to common stockholders | $ | (26,644 | ) | 47,602 | $ | (0.56 | ) | ||||||
Effect of dilutive stock-based compensation | — | — | — | ||||||||||
Net loss — assuming dilution | $ | (26,644 | ) | 47,602 | $ | (0.56 | ) | ||||||
For 2012, the effect of dilutive common stock equivalents was the equivalent of approximately 0.9 million shares of common stock outstanding. Because the Company had a loss from continuing operations during 2012, these incremental shares were excluded from the computation of dilutive earnings per share for 2012 as the effect of their inclusion would have been anti-dilutive. | |||||||||||||
Additionally, the Company had approximately zero, 0.1 million and 0.6 million stock-based compensation awards outstanding as of December 31, 2014, 2013, and 2012, respectively, that could potentially dilute earnings per share in the future but were excluded from the computation of diluted earnings per share for 2014, 2013 and 2012, respectively, as the effect of their inclusion would have been anti-dilutive. | |||||||||||||
As discussed in Note 5, 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 note hedge, as discussed more fully in Note 5, the Company also received and cancelled an equal number of shares of its common stock at maturity. The effect of potentially issuable shares under the conversion spread for the year ended December 31, 2012 was the equivalent of approximately 3.8 million shares of common stock outstanding. Because the Company had a loss from continuing operations during 2012, these incremental shares were excluded from the computation of dilutive earnings per share for that period as the effect of their inclusion would have been anti-dilutive. | |||||||||||||
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 may purchase shares of the Company’s common stock. The effect of potentially issuable shares under these warrants for 2012 was the equivalent of approximately 1.3 million shares of common stock outstanding. Because the Company had a loss from continuing operations during 2012, these incremental shares were excluded from the computation of diluted earnings per share for that period as the effect of their inclusion would have been anti-dilutive. | |||||||||||||
At separate times during 2014, the Company modified the agreements with each of the note hedge counterparties to cash settle a portion of the warrants as described in Note 5. In 2014 and 2013, in connection with the repurchase of portions of the Convertible Notes, the Company entered into agreements with the note hedge counterparties to proportionately reduce the number of Purchased Options (as defined below) and the warrants as described above and in Note 5. Each of these agreements were considered modifications to the Purchased Options and warrants (as applicable), and based on the terms of the agreements, the Company recognized a charge of $5.4 million and $4.9 million in 2014 and 2013, respectively. The charge for 2014 was recorded as an increase to accumulated deficit and derivative liabilities, as the liabilities were settled in cash, and the 2013 charge was recorded as an increase to accumulated deficit and additional paid-in-capital, as the obligation was settled in shares, in the accompanying consolidated balance sheets. These charges also represent a deduction from net income in calculating net income available to common stockholders and earnings per share available to common stockholders in the accompanying consolidated statements of operations. As a result of the warrant modifications, the Company believes it is probable that the warrants will be settled in cash, and as such, have been excluded from the calculation of diluted earnings per share for 2014. | |||||||||||||
Derivatives and Hedging Activities | |||||||||||||
The Company sometimes utilizes derivative financial instruments to reduce interest rate risks related to its variable rate debt and to manage risk exposure to changes in the value of portions of its fixed rate debt. The Company records derivatives in the statement of financial position and measures derivatives at fair value. Changes in the fair value of those instruments are reported in earnings or other comprehensive income depending on the use of the derivative and whether it qualifies for hedge accounting. | |||||||||||||
Financial exposures are managed as a part of the Company’s risk management program, which seeks to reduce the potentially adverse effect that the volatility of the interest rate markets may have on operating results. The Company does not engage in speculative transactions, nor does it hold or issue financial instruments for trading purposes. The Company formally documents hedging instruments and hedging items, as well as its risk management objective and strategy for undertaking hedged items. This process includes linking all derivatives that are designated as fair value and cash flow hedges to specific assets, liabilities or firm commitments on the consolidated balance sheet or to forecasted transactions. The Company also formally assesses, both at inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair value or cash flows of hedged items. When it is determined that a derivative is not highly effective, the derivative expires or is sold or terminated, or the derivative is discontinued because it is unlikely that a forecasted transaction will occur, the Company discontinues hedge accounting prospectively for that specific hedge instrument. | |||||||||||||
As discussed more fully in Note 5, the derivative liabilities in the Company’s consolidated balance sheet at December 31, 2014 represent outstanding common stock warrants associated with the Convertible Notes. | |||||||||||||
Accounting Estimates | |||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. | |||||||||||||
Newly Issued Accounting Standards | |||||||||||||
In May 2014, the FASB issued 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 effective for the Company in the first quarter of 2017. The Company is currently evaluating the effects of this ASU on its financial statements, and such effects have not yet been determined. |
REIT_Conversion
REIT Conversion | 12 Months Ended |
Dec. 31, 2014 | |
Text Block [Abstract] | |
REIT Conversion | 2. REIT Conversion |
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. In connection with the REIT conversion, at a special meeting of stockholders held on September 25, 2012, Gaylord’s stockholders approved the Merger and the issuance of up to 34 million shares of the Company’s common stock as part of a one-time earnings and profits distribution to distribute all of the Company’s C corporation earnings and profits attributable to taxable periods ending prior to January 1, 2013 as a special dividend to stockholders. On November 2, 2012, the Company’s board of directors declared the special dividend which was paid on December 21, 2012 to stockholders of record as of November 13, 2012. | |
On October 1, 2012, the Company consummated its agreement to sell the Gaylord Hotels brand and rights to manage Gaylord Opryland, Gaylord Palms, Gaylord Texan and Gaylord National to Marriott for $210.0 million in cash (the “Marriott sale transaction”). 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. | |
For the Management Rights, a discounted cash flow model utilized estimates of the base and incentive fees that the Company would pay to Marriott over the term of the hotel management agreements, assuming a high likelihood that automatic renewals would be triggered. The after-tax management fee estimates were based on comprehensive projections of revenues and profits for the Gaylord Hotels properties for the near-term, with growth rates gradually scaling down to an inflation-level assumption for the years thereafter. In selecting the discount rate, the Company relied on market-based estimates of capital costs and discount rate premiums that reflect management’s assessment of a market participant’s view of risks associated with the projected cash flows. | |
For the IP Rights, the discounted cash flow model reflected the application of a common variation referred to as the relief from royalty approach. Under this approach, fair value is estimated as the present value of future savings that would likely result due to the ownership of an asset as opposed to paying rent or royalties for its use. Key input assumptions to this model included projecting revenues for a hypothetical portfolio of new Gaylord-branded hotels that might be developed in future years and deriving a market-based royalty rate to apply for the hypothetical future use of the brand on these new properties. For the revenue forecast, the Company relied upon its development plans prior to the REIT conversion and its historical track record of large resort development, as tempered by current market conditions in the hospitality sector. Regarding the selected royalty rate, the model relied upon the Company’s review of typical arm’s length franchise and brand licensing agreement structures, third party databases, published studies and other qualitative factors. The selected royalty rate was applied to the estimated revenues from future Gaylord–branded facilities to derive projected royalty expenses avoided. These annual cash flow savings amounts were tax-affected then discounted at a rate derived from market-based estimates of capital costs and discount rates adjusted for management’s assessment of a market participant’s view of risks associated with the projected cash flows. | |
For financial reporting 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 in the accompanying consolidated statements of operations. The amount related to the IP Rights was recognized into income as other gains and losses during 2012. | |
In addition, pursuant to additional management agreements entered into on October 1, 2012, Marriott assumed the management of the day-to-day operations of the General Jackson Showboat, Gaylord Springs and the Wildhorse Saloon on October 1, 2012. Further, on December 1, 2012, the Company entered into a management agreement pursuant to which Marriott began managing the day-to-day operations of the Inn at Opryland effective December 1, 2012. | |
The Company has segregated all costs related to the REIT conversion from normal operations and reported these amounts as REIT conversion costs in the accompanying consolidated statements of operations. During 2013 and 2012, the Company incurred $22.2 million and $102.0 million, respectively, of various costs associated with these transactions. REIT conversion costs incurred during 2013 include employment and severance costs ($14.4 million), professional fees ($2.7 million), and various other transition costs ($5.1 million). REIT conversion costs incurred during 2012 include impairment charges ($33.3 million), professional fees ($23.1 million), employment, severance and retention costs ($24.4 million), and various other transition costs ($21.2 million). No REIT conversion costs were incurred during 2014. | |
As a REIT, the Company no longer views independent, large-scale development of resort and convention hotels as a means of its growth. As a result of its decision to convert to a REIT, the Company evaluated its plans and previously capitalized costs associated with potential new developments and expansions of its existing properties. In connection with the preparation of the financial statements for the third quarter of 2012, the Company recorded an impairment charge of $14.0 million to write off previously capitalized costs associated with a potential future expansion of Gaylord Opryland and the Company’s previous development project in Mesa, Arizona as a result of the Company’s decision to abandon these projects. The Company also abandoned certain other projects associated with its existing assets and recorded an additional impairment charge of $7.3 million during the third quarter of 2012 to write off previously capitalized costs primarily associated with information technology projects. | |
In connection with the preparation of the financial statements for the fourth quarter of 2012, the Company recorded an impairment charge of $6.9 million to write off capitalized costs associated with the previous development project in Aurora, Colorado. While the Company continues to view Aurora as a viable market, it has concluded that if and when its participation in the project moves forward, it should proceed under the direction and leadership of an unrelated third-party who will most likely use its own resources to complete the project. As such, the Company does not believe that it will be able to realize its previous investment in the project. The Company also abandoned certain other projects associated with its existing assets and recorded an additional impairment charge of $5.1 million during the fourth quarter of 2012 to write off previously capitalized costs primarily associated with information technology projects. | |
The Merger, Marriott sale transaction, special dividend, and other restructuring transactions are designed to enable the Company to hold its assets and business operations in a manner that enables it to elect to be treated as a REIT for federal income tax purposes. As a REIT, the Company generally will not be subject to federal corporate income taxes on that portion of its capital gain or ordinary income from the Company’s REIT operations that is distributed to its stockholders. This treatment substantially eliminates the federal “double taxation” on earnings from REIT operations, or taxation once at the corporate level and again at the stockholder level, that generally results from investment in a regular C corporation. As further described above, to comply with certain REIT qualification requirements, the Company engaged Marriott to operate and manage its Gaylord Hotels properties, the Inn at Opryland, and the AC Hotel and 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 (“TRSs”) that act as lessees of the Company’s hotels, as well as the businesses within the Company’s Opry and Attractions segment, continue to be subject, as applicable, to federal corporate and state income taxes following the REIT conversion. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property and Equipment | 3. Property and Equipment | ||||||||
Property and equipment at December 31 is recorded at cost and summarized as follows (amounts in thousands): | |||||||||
2014 | 2013 | ||||||||
Land and land improvements | $ | 254,013 | $ | 242,418 | |||||
Buildings | 2,340,555 | 2,300,499 | |||||||
Furniture, fixtures and equipment | 576,453 | 576,209 | |||||||
Construction in progress | 26,046 | 25,844 | |||||||
3,197,067 | 3,144,970 | ||||||||
Accumulated depreciation | (1,160,806 | ) | (1,076,973 | ) | |||||
Property and equipment, net | $ | 2,036,261 | $ | 2,067,997 | |||||
Depreciation expense, including amortization of assets under capital lease obligations, during 2014, 2013 and 2012 was $110.0 million, $110.6 million, and $120.7 million, respectively. |
Notes_Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2014 | |
Receivables [Abstract] | |
Notes Receivable | 4. Notes Receivable |
In connection with the development of Gaylord National, Prince George’s County, Maryland (“the County”) issued three series of bonds. The first bond issuance, with a face value of $65 million, was issued by the County in April 2005 to support the cost of infrastructure being constructed by the project developer, such as roads, water and sewer lines. The second bond issuance, with a face value of $95 million (“Series A Bond”), was issued by the County in April 2005 and placed into escrow until substantial completion of the convention center and 1,500 rooms within the hotel. The Series A Bond and the third bond issuance, with a face value of $50 million (“Series B Bond”), were delivered to the Company upon substantial completion and opening of the Gaylord National on April 2, 2008. The interest rate on the Series A Bond and Series B Bond is 8.0% and 10.0%, respectively. The maturity date of the Series A Bond and the Series B Bond is July 1, 2034 and September 1, 2037, respectively. | |
The Company is currently holding the Series A Bond and Series B Bond, which have aggregate carrying values of $87.0 million and $62.6 million, respectively, as of December 31, 2014, and receiving the debt service and principal payments thereon, which is payable from tax increments, hotel taxes and special hotel rental taxes generated from the development through the maturity date. During the second quarter of 2008, the Company calculated the present value of the future debt service payments from the Series A Bond and Series B Bond based on their effective interest rates of 8.04% and 11.42%, respectively, at the time the bonds were delivered to the Company and recorded a note receivable and offset to property and equipment in the amounts of $93.8 million and $38.3 million, respectively, in the accompanying consolidated balance sheet. The Company also calculated the present value of the interest that had accrued on the Series A Bond between its date of issuance and delivery to the Company based on its effective interest rate of 8.04% at the time the bond was delivered to the Company and recorded a note receivable and offset to property and equipment in the amount of $18.3 million in the accompanying consolidated balance sheet. The Company is recording the amortization of discount on these notes receivable as interest income over the life of the notes. | |
During 2014, 2013 and 2012, the Company recorded interest income of $12.1 million, $12.3 million and $12.2 million, respectively, on these bonds. The Company received payments of $10.8 million, $13.3 million and $15.5 million during 2014, 2013 and 2012, respectively, relating to these notes receivable, which includes principal and interest payments. |
Debt
Debt | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||
Debt | 5. Debt | ||||||||||||||||||||
The Company’s debt and capital lease obligations at December 31 consisted of (amounts in thousands): | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
$1 Billion Credit Facility | $ | 586,500 | $ | 509,500 | |||||||||||||||||
$400 Million Term Loan Facility | 398,000 | — | |||||||||||||||||||
3.75% Convertible Senior Notes, net of unamortized discount of $0 and $10,096 | — | 293,962 | |||||||||||||||||||
5% Senior Notes | 350,000 | 350,000 | |||||||||||||||||||
AC Hotel note payable, terms as set forth in Note 1 | 6,000 | — | |||||||||||||||||||
Capital lease obligations | 1,055 | 958 | |||||||||||||||||||
Total debt | 1,341,555 | 1,154,420 | |||||||||||||||||||
Less amounts due within one year | (377 | ) | (599 | ) | |||||||||||||||||
Total long-term debt | $ | 1,341,178 | $ | 1,153,821 | |||||||||||||||||
At December 31, 2014, the Company was in compliance with all covenants related to its outstanding debt. | |||||||||||||||||||||
Annual maturities of long-term debt, excluding capital lease obligations, are as follows (amounts in thousands): | |||||||||||||||||||||
$1 Billion | $400 Million | 5% | AC Hotel | ||||||||||||||||||
Credit Facility | Term Loan Facility | Senior Notes | Note Payable | Total | |||||||||||||||||
2015 | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||
2016 | — | — | — | 6,000 | 6,000 | ||||||||||||||||
2017 | 586,500 | — | — | — | 586,500 | ||||||||||||||||
2018 | — | — | — | — | — | ||||||||||||||||
2019 | — | — | — | — | — | ||||||||||||||||
Years thereafter | — | 398,000 | 350,000 | — | 748,000 | ||||||||||||||||
Total | $ | 586,500 | $ | 398,000 | $ | 350,000 | $ | 6,000 | $ | 1,340,500 | |||||||||||
$1 Billion Credit Facility | |||||||||||||||||||||
On April 18, 2013, the Company refinanced its previous $925 million credit facility by entering into a $1 billion senior secured credit facility by and among the Operating Partnership, the Company, and certain subsidiaries of the Company party thereto, as guarantors, the lenders party thereto, and Wells Fargo Bank, N.A., as administrative agent (the “$1 billion credit facility”). The $1 billion credit facility consists of a $700.0 million senior secured revolving credit facility and a $300.0 million senior secured term loan facility, which is fully funded. The $1 billion credit facility also includes an accordion feature that will allow the Company to increase the facility by a total of up to $500.0 million, subject to securing additional commitments from existing lenders or new lending institutions. The $1 billion credit facility matures on April 18, 2017 and borrowings bear interest at an annual rate of LIBOR plus an adjustable margin (the “Applicable Margin”) based on the Company’s consolidated funded indebtedness to total asset value ratio (as defined in the $1 billion credit facility) or the bank’s base rate (as defined in the $1 billion credit facility) plus the Applicable Margin. At December 31, 2014, the interest rate on the $1 billion credit facility was LIBOR plus 2.0%. Interest is payable quarterly, in arrears, for base rate-based loans and at the end of each interest rate period for LIBOR-based loans. Principal is payable in full at maturity. The Company is required to pay a fee of 0.3% to 0.4% per year of the average unused portion of the $700.0 million revolving credit facility. The purpose of the $1 billion credit facility is for working capital, capital expenditures, and other corporate purposes. | |||||||||||||||||||||
The $1 billion credit facility is guaranteed by the Company, each of the four wholly-owned subsidiaries that own the Gaylord Hotels properties, and certain other of the Company’s subsidiaries. The $1 billion credit facility is secured by (i) a first mortgage lien on the real property of each of the Gaylord Hotels properties, (ii) pledges of equity interests in the Company’s subsidiaries that own the Gaylord Hotels properties, (iii) pledges of equity interests in the Operating Partnership, the subsidiaries that guarantee the $1 billion credit facility, and certain other of the Company’s subsidiaries, and (iv) the Company’s personal property and the personal property of the Operating Partnership and the subsidiaries that guarantee the $1 billion credit facility. | |||||||||||||||||||||
The $1 billion 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 encumbrances and other matters customarily restricted in such agreements. | |||||||||||||||||||||
If an event of default shall occur and be continuing under the $1 billion credit facility, the commitments under the $1 billion credit facility may be terminated and the principal amount outstanding under the $1 billion 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 refinancing of the previous $925 million credit facility, the Company wrote off $1.3 million of deferred financing costs during 2013, which are included in interest expense in the accompanying consolidated statements of operations. | |||||||||||||||||||||
$400 Million Term Loan Facility | |||||||||||||||||||||
On June 18, 2014, the Company entered into an Amendment No. 1 and Joinder Agreement (the “Amendment”) among the Company, as a guarantor, the Operating Partnership, as borrower, certain other subsidiaries of the Company party thereto, as guarantors, certain subsidiaries of the Company party thereto, as pledgors, the lenders party thereto and Wells Fargo Bank National Association, as administrative agent, to the Company’s Fourth Amended and Restated Credit Agreement (the “Credit Agreement”) for the $1 billion credit facility. | |||||||||||||||||||||
Pursuant to the Amendment, the Company added an additional senior secured term loan facility in the aggregate principal amount of up to $400.0 million (the “Term Loan B”) to the Credit Agreement. Proceeds from the Term Loan B may be used, as the Company may determine, to repay revolving loans under the Credit Agreement and to repay the Convertible Notes or to settle, in whole or in part, the warrant transactions described above. 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 December 31, 2014, the interest rate on the Term Loan B was LIBOR plus 3.0%. 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, the Company drew down on the Term Loan B in full. | |||||||||||||||||||||
The Term Loan B is guaranteed by the Company, each of its four wholly-owned subsidiaries that own the Gaylord Hotels-branded properties, and certain other subsidiaries of the Company. The Term Loan B is 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 subsidiaries of the Company 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 the Company’s 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). | |||||||||||||||||||||
The Term Loan B is subject to certain covenants contained in the Credit Agreement, 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 Agreement (other than the financial maintenance covenants). If an event of default shall occur and be continuing, the commitments under the Amendment may be terminated and the principal amount outstanding under the Amendment, together with all accrued and unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable. | |||||||||||||||||||||
3.75% Convertible Senior Notes | |||||||||||||||||||||
In 2009, the Company issued $360 million of the Convertible Notes. Prior to their October 1, 2014 maturity, the Convertible Notes were convertible, at the holder’s option, into shares of the Company’s common stock, at an adjusted conversion rate of 47.9789 shares of common stock per $1,000 principal amount of Convertible Notes, which is equivalent to a conversion price of approximately $20.84 per share. | |||||||||||||||||||||
The Company accounts for the liability (debt) and the equity (conversion option) components of the Convertible Notes in a manner that reflects the Company’s nonconvertible debt borrowing rate. Accordingly, the Company recorded a debt discount and corresponding increase to additional paid-in capital of $68.0 million as of the date of issuance. The Company amortized the debt discount utilizing the effective interest method over the life of the Convertible Notes, which increased the effective interest rate of the Convertible Notes from its coupon rate of 3.75% to 8.43%. During 2014, 2013 and 2012, the Company incurred cash interest expense of $7.3 million, $12.4 million and $13.5 million, respectively, relating to the interest coupon on the Convertible Notes and non-cash interest expense of $8.7 million, $13.8 million and $13.8 million, respectively, related to the amortization of the debt discount on the Convertible Notes. | |||||||||||||||||||||
In July 2013, the Company settled the repurchase of and subsequently cancelled $54.7 million of its Convertible Notes in private transactions for aggregate consideration of $98.6 million, which was funded by borrowings under the Company’s revolving credit facility. In connection with the repurchase, the Company entered into agreements with the note hedge counterparties to proportionately reduce the number of outstanding Purchased Options (as defined below) and warrants. In consideration for the agreements, the counterparties paid the Company approximately 0.2 million shares of the Company’s common stock, which were subsequently cancelled by the Company. In addition, in July 2013, the Company settled $1.2 million of Convertible Notes that were converted by a holder. As a result of these transactions, the Company recorded a loss on extinguishment of debt of approximately $4.2 million during 2013. In addition, as the Company accounts for the liability (debt) and the equity (conversion option) components of the Convertible Notes as discussed above, the Company recorded a $37.7 million reduction in stockholders’ equity during 2013. | |||||||||||||||||||||
In April 2014, the Company settled the repurchase of and subsequently cancelled $56.3 million of its Convertible Notes in private transactions for aggregate consideration of $120.2 million, which was funded by cash on hand and borrowings under the Company’s revolving credit facility. In connection with the repurchase, the Company entered into agreements with the note hedge counterparties to proportionately reduce the number of outstanding Purchased Options (as defined below) and warrants. In consideration for the reduction, the counterparties paid the Company approximately $9.2 million. In addition, in June 2014, the Company settled the conversion of $15.3 million of Convertible Notes that were converted by holders by paying cash for the underlying principal and shares of the Company’s common stock for the conversion spread. The Company received and cancelled an equal number of shares of its common stock upon exercise of the Purchased Options (as defined below). As a result of these transactions, the Company recorded a loss on extinguishment of debt of $2.1 million during 2014. In addition, as the Company accounts for the liability (debt) and the equity (conversion option) components of the Convertible Notes as discussed above, the Company recorded a $52.0 million reduction in stockholders’ equity during 2014. | |||||||||||||||||||||
On October 1, 2014, the Company settled its obligations upon conversion of each $1,000 principal amount of Convertible Notes with a specified dollar amount of $1,000 and the remainder of the conversion settlement amount in shares of its common stock. The Company issued 6.3 million shares, which were offset by the exercise of the Purchased Options (as defined below) and the Company’s receipt and cancellation of the related shares. | |||||||||||||||||||||
Concurrently with the offering of the Convertible Notes, the Company entered into convertible note hedge transactions with respect to its common stock (the “Purchased Options”) with counterparties affiliated with the initial purchasers of the Convertible Notes, for purposes of reducing the potential dilutive effect upon conversion of the Convertible Notes. The Purchased Options entitled the Company to purchase shares of the Company’s common stock. In connection with the conversion and maturity of the Convertible Notes on October 1, 2014, as discussed above, the Purchased Options were settled in shares delivered to the Company equal to the number of shares issued in the Convertible Note settlement. These shares received by the Company were subsequently cancelled. | |||||||||||||||||||||
Separately and concurrently with entering into the Purchased Options, the Company also entered into warrant transactions whereby it sold common stock purchase warrants to each of the hedge counterparties. The warrants entitle the counterparties to purchase shares of the Company’s common stock. At separate times during 2014, the Company modified agreements with three of the note hedge counterparties to cash settle a total of 7.2 million warrants. As the modifications 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 dates, resulting in a $159.0 million deduction to additional paid-in-capital during 2014. The Company settled these repurchases for total consideration of $173.4 million and recorded an $11.6 million loss during 2014 on the change in the fair value of the derivative liabilities between their modification and settlement dates, which is included in other gains and losses, net in the accompanying consolidated statement of operations. | |||||||||||||||||||||
Pursuant to December 2014 agreements with two of the note hedge counterparties, in the first quarter of 2015, the Company intends to cash settle the remaining 4.7 million warrants in the same manner as described above. Accordingly, the fair value of the warrants was reclassified from stockholders’ equity to a derivative liability on the modification date, resulting in a $145.4 million deduction to additional paid-in-capital during 2014. The change in the fair value of the derivative liability from the modification date through December 31, 2014 was a gain of $7.1 million and is included in other gains and losses, net in the accompanying consolidated statement of operations. The total consideration to be paid by the Company will be determined when the repurchase transaction settles in the first quarter of 2015. Pursuant to these agreements, the Company settled 0.1 million warrants during December 2014 for total consideration of $4.1 million. | |||||||||||||||||||||
5% Senior Notes | |||||||||||||||||||||
On April 3, 2013, the Operating Partnership and Finco completed the private placement of $350.0 million in aggregate principal amount of senior notes due 2021 (the “5% Senior Notes”), which are guaranteed by the Company and its subsidiaries that guarantee the $1 billion credit facility. The 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 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. The 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 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 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 5% Senior Notes. The issuing subsidiaries may redeem the 5% Senior Notes on or before April 16, 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 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, 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 5% Senior Notes, the Company completed a registered offer to exchange the 5% Senior Notes for registered notes with substantially identical terms as the 5% Senior Notes in November 2013. |
Stock_Plans
Stock Plans | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||
Stock Plans | 6. Stock Plans | ||||||||
The Company’s Amended and Restated 2006 Omnibus Incentive Plan (the “Plan”) permits the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other share-based awards to its directors, employees and consultants. At December 31, 2014, approximately 4.4 million shares of common stock remained available for issuance pursuant to future grants of awards under the 2006 Plan (with a limit of approximately 0.9 million shares available for awards other than stock options or stock appreciation rights). | |||||||||
Stock option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant and generally expire ten years after the date of grant. Generally, stock options granted to non-employee directors are exercisable after one year from the date of grant, while options granted to employees are exercisable one to four years from the date of grant. The Company records compensation expense equal to the fair value of each stock option award granted on a straight line basis over the option’s vesting period. The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option pricing formula that uses the assumptions noted in the following table. Expected volatilities are based on the historical volatility of the Company’s stock. The Company uses historical data to estimate expected option exercise and employee termination patterns within the valuation model. The expected term of options granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. | |||||||||
The Company granted no options during 2014 or 2013. The weighted average for key assumptions used in determining the fair value of options granted in 2012 are as follows: | |||||||||
Expected volatility | 70.6 | % | |||||||
Weighted-average expected volatility | 70.6 | % | |||||||
Expected dividends | — | ||||||||
Expected term (in years) | 5.2 | ||||||||
Risk-free rate | 0.9 | % | |||||||
A summary of stock option activity under the Company’s equity incentive plans as of December 31, 2014 and changes during the year ended December 31, 2014 is presented below: | |||||||||
Weighted | |||||||||
Average | |||||||||
Number of | Exercise | ||||||||
Stock Options | Shares | Price | |||||||
Outstanding at January 1, 2014 | 872,049 | $ | 25.99 | ||||||
Granted | — | — | |||||||
Exercised | (572,337 | ) | 23.56 | ||||||
Canceled | (17,410 | ) | 45.25 | ||||||
Outstanding at December 31, 2014 | 282,302 | 30.88 | |||||||
Exercisable at December 31, 2014 | 153,289 | 35.58 | |||||||
The weighted average remaining contractual term of options outstanding and exercisable as of December 31, 2014 was 3.9 and 1.5 years, respectively. The aggregate intrinsic value of options outstanding and exercisable as of December 31, 2014 was $6.4 million and $2.8 million, respectively. The weighted-average grant-date fair value of options granted during 2012 was $14.34. The total intrinsic value of options exercised during 2014, 2013, and 2012 was $13.0 million, $4.3 million, and $21.5 million, respectively. | |||||||||
The Plan also provides for the award of restricted stock and restricted stock units (“Restricted Stock Awards”). Restricted Stock Awards granted to employees vest one to four years from the date of grant, and Restricted Stock Awards granted to non-employee directors vest after one year from the date of grant, unless the recipient chooses to defer the vesting for a period of time. The fair value of Restricted Stock Awards 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. The weighted-average grant-date fair value of Restricted Stock Awards granted during 2014, 2013, and 2012 was $41.61, $43.56, and $33.57, respectively. | |||||||||
A summary of the status of the Company’s Restricted Stock Awards as of December 31, 2014 and changes during the year ended December 31, 2014, is presented below: | |||||||||
Weighted | |||||||||
Average | |||||||||
Grant-Date | |||||||||
Restricted Stock Awards | Shares | Fair Value | |||||||
Nonvested shares at January 1, 2014 | 610,227 | $ | 34.2 | ||||||
Granted | 155,478 | 41.61 | |||||||
Vested | (166,435 | ) | 31.54 | ||||||
Canceled | (9,407 | ) | 41.47 | ||||||
Nonvested shares at December 31, 2014 | 589,863 | 36.61 | |||||||
The fair value of all Restricted Stock Awards that vested during 2014, 2013 and 2012 was $7.0 million, $3.2 million and $15.6 million, respectively. | |||||||||
As of December 31, 2014, there was $7.9 million of total unrecognized compensation cost related to stock options and restricted stock units granted under the Company’s equity incentive plans. That cost is expected to be recognized over a weighted-average period of 2.2 years. | |||||||||
In 2012, in connection with the termination of certain employee positions as a result of the REIT conversion discussed in Note 2, the Company cancelled approximately 167,500 stock options with a weighted average exercise price of $22.02 and approximately 401,000 restricted stock units with a weighted average grant date fair value of $29.76 per award. As a result of these cancellations, the Company reversed approximately $2.1 million in compensation costs during 2012, which are included in REIT conversion costs in the accompanying consolidated statements of operations. | |||||||||
The compensation cost that has been charged against pre-tax income for all of the Company’s stock-based compensation plans, including the reversal of compensation costs discussed above, was $5.8 million, $11.6 million, and $9.0 million for 2014, 2013, and 2012, respectively. The total income tax benefit recognized in the accompanying consolidated statements of operations for all of the Company’s stock-based employee compensation plans was $1.9 million, $3.0 million, and $3.2 million for 2014, 2013, and 2012, respectively. | |||||||||
Cash received from option exercises under all stock-based employee compensation arrangements for 2014, 2013, and 2012 was $6.9 million, $5.2 million, and $25.1 million, respectively. The actual tax benefit realized from exercise, vesting or cancellation of the stock-based employee compensation arrangements during 2014, 2013, and 2012 totaled $3.2 million, $1.0 million, and $5.2 million, respectively, and is reflected as an adjustment to either additional paid-in capital in the accompanying consolidated statements of stockholders’ equity or as a reduction to deferred tax liabilities in the accompanying consolidated balance sheets. |
Retirement_Plans
Retirement Plans | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Compensation and Retirement Disclosure [Abstract] | |||||||||||||
Retirement Plans | 7. Retirement Plans | ||||||||||||
Prior to January 1, 2001, the Company maintained a noncontributory defined benefit pension plan in which substantially all of its employees were eligible to participate upon meeting the pension plan’s participation requirements. The benefits were based on years of service and compensation levels. On January 1, 2001 the Company amended its defined benefit pension plan to determine future benefits using a cash balance formula. On December 31, 2000, benefits credited under the plan’s previous formula were frozen. Under the cash formula, each participant had an account which was credited monthly with 3% of qualified earnings and the interest earned on their previous month-end cash balance. In addition, the Company included a “grandfather” clause which assures that those participating at January 1, 2001 will receive the greater of the benefit calculated under the cash balance plan and the benefit that would have been payable if the defined benefit plan had remained in existence. The benefit payable to a terminated vested participant upon retirement at age 65, or as early as age 55 if the participant had 15 years of service at the time the plan was frozen, is equal to the participant’s account balance, which increases with interest credits over time. At retirement, the employee generally receives the balance in the account as a lump sum. The funding policy of the Company is to contribute annually an amount which equals or exceeds the minimum required by applicable law. On December 31, 2001, the plan was frozen such that no new participants were allowed to enter the plan and existing participants were no longer eligible to earn service credits. | |||||||||||||
As a result of increased lump-sum distributions during 2013 and 2012, partially due to the transfer of a large number of the retirement plan participants to Marriott in connection with the REIT conversion, which resulted in an increase in the number of participants eligible for distributions, a net settlement loss of $1.9 million and $2.0 million was recognized in 2013 and 2012, respectively. Approximately $0.7 million of the net settlement loss during 2013 related to lump-sum distributions to former employees affected by the REIT conversion and has been classified as REIT conversion costs. Approximately $1.2 million of the net settlement loss during 2013 related to lump-sum distributions to former employees not affected by the REIT conversion and has been classified as corporate operating expenses. All of the net settlement loss during 2012 related to lump-sum distributions to former employees affected by the REIT conversion and has been classified as REIT conversion costs. | |||||||||||||
The following table sets forth the funded status at December 31 (amounts in thousands): | |||||||||||||
2014 | 2013 | ||||||||||||
CHANGE IN BENEFIT OBLIGATION: | |||||||||||||
Benefit obligation at beginning of year | $ | 80,901 | $ | 96,384 | |||||||||
Interest cost | 3,577 | 3,376 | |||||||||||
Actuarial (gain) loss | 14,458 | (11,560 | ) | ||||||||||
Benefits paid | (4,823 | ) | (7,299 | ) | |||||||||
Benefit obligation at end of year | 94,113 | 80,901 | |||||||||||
CHANGE IN PLAN ASSETS: | |||||||||||||
Fair value of plan assets at beginning of year | 74,976 | 69,611 | |||||||||||
Actual return on plan assets | 3,238 | 11,044 | |||||||||||
Employer contributions | 1,869 | 1,620 | |||||||||||
Benefits paid | (4,823 | ) | (7,299 | ) | |||||||||
Fair value of plan assets at end of year | 75,260 | 74,976 | |||||||||||
Funded status and accrued pension cost | $ | (18,853 | ) | $ | (5,925 | ) | |||||||
Net periodic pension (income) expense reflected in the accompanying consolidated statements of operations included the following components for the years ended December 31 (amounts in thousands): | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Interest cost | $ | 3,577 | $ | 3,376 | $ | 3,655 | |||||||
Expected return on plan assets | (5,597 | ) | (5,197 | ) | (4,808 | ) | |||||||
Recognized net actuarial loss | 470 | 839 | 3,611 | ||||||||||
Net settlement loss | — | 1,878 | 1,960 | ||||||||||
Total net periodic pension (income) expense | $ | (1,550 | ) | $ | 896 | $ | 4,418 | ||||||
Assumptions | |||||||||||||
The weighted-average assumptions used to determine the benefit obligation at December 31 are as follows: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Discount rate | 3.66 | % | 4.49 | % | 3.6 | % | |||||||
Rate of compensation increase | N/A | N/A | N/A | ||||||||||
Measurement date | 12/31/14 | 12/31/13 | 12/31/12 | ||||||||||
The weighted-average assumptions used to determine the net periodic pension expense for years ended December 31 are as follows: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Discount rate | 4.49 | % | 3.85 | % | 3.98 | % | |||||||
Rate of compensation increase | N/A | N/A | N/A | ||||||||||
Expected long-term rate of return on plan assets | 7.5 | % | 7.5 | % | 7.5 | % | |||||||
Measurement date | 12/31/14 | 12/31/13 | 12/31/12 | ||||||||||
The rate of increase in future compensation levels was not applicable for any reported years due to the Company amending the plan to freeze the cash balance benefit as described above. | |||||||||||||
The Company determines the overall expected long-term rate of return on plan assets based on its estimate of the return that plan assets will provide over the period that benefits are expected to be paid out. In preparing this estimate, the Company assesses the rates of return on each targeted allocation of plan assets, return premiums generated by portfolio management, and advice from its third-party actuary and investment consultants. The expected return on plan assets is a long-term assumption and generally does not significantly change annually. While historical returns are considered, the rate of return assumption is primarily based on projections of expected returns based on fair value, using economic data and financial models to estimate the probability of returns. The probability distribution of annualized returns for the portfolio using current asset allocations is used to determine the expected range of returns for a ten-to-twenty year horizon. While management believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect the Company’s pension obligations and expense. | |||||||||||||
Plan Assets | |||||||||||||
The plan’s overall strategy is to achieve a rate of return necessary to fund benefit payments by utilizing a variety of asset types, investment strategies and investment managers. The plan seeks to achieve a real long-term rate of return over inflation resulting from income, capital gains, or both, which assists the plan in meeting its long-term objectives. | |||||||||||||
The long-term target allocations for the plan’s assets are managed dynamically according to a sliding scale correlating with the funded status of the plan. As the plan’s funded status increases, allocations are moved away from equity securities toward fixed income securities. Equity securities primarily include large cap and mid cap companies. Fixed income securities primarily include corporate bonds of companies in diversified industries, mortgage-backed securities and U.S. Treasuries. Investments in hedge funds and private equity funds are not held by the plan. | |||||||||||||
The allocation of the defined benefit pension plan’s assets as of the respective measurement date for each year, by asset class, are as follows (amounts in thousands): | |||||||||||||
Asset Class | 2014 | 2013 | |||||||||||
Cash | $ | 19,009 | $ | 698 | |||||||||
Equity securities | |||||||||||||
U.S. Large Cap (a) | 15,328 | 26,815 | |||||||||||
U.S. Mid Cap (a) | 5,495 | 10,144 | |||||||||||
International (b) | 4,929 | 8,545 | |||||||||||
Core fixed income (c) | 22,834 | 21,317 | |||||||||||
High-yield fixed income (d) | 7,665 | 7,457 | |||||||||||
Total | $ | 75,260 | $ | 74,976 | |||||||||
(a) | Consists of actively-managed domestic equity mutual funds. Underlying holdings are diversified by sector and industry. | ||||||||||||
(b) | Consists of an actively-managed international equity mutual fund. Underlying holdings are diversified by country, sector and industry. The fund may invest a portion of its assets in emerging markets, which entails additional risk. | ||||||||||||
(c) | Consists of an actively-managed fixed income mutual fund. The fund predominantly invests in investment-grade bonds of U.S. issuers from diverse sectors and industries. The fund also invests in government-backed debt. The fund can invest a portion of its assets in below-investment grade debt and non-U.S. debt, which entails additional risk. | ||||||||||||
(d) | Consists of actively-managed high-yield fixed income mutual funds. The funds invest in investment grade and below-investment grade bonds, with a focus on below-investment grade bonds of U.S. issuers. Underlying holdings are diversified by sector and industry. The funds can invest a portion of its assets in the debt of non-U.S. issuers, which entails additional risk. | ||||||||||||
All of the assets held by the plan 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. | |||||||||||||
Periodically, and based on market conditions, the entire account is rebalanced to maintain the desired allocation and the investment policy is reviewed. Within each asset class, plan assets are allocated to various investment styles. Professional managers manage all assets of the plan and professional advisors assist the plan in the attainment of its objectives. | |||||||||||||
Expected Contributions and Benefit Payments | |||||||||||||
The Company does not expect to be required to contribute to its defined benefit pension plan in 2015. Based on the Company’s assumptions discussed above, the Company expects to make the following estimated future benefit payments under the plan during the years ending December 31 (amounts in thousands): | |||||||||||||
2015 | $ | 4,291 | |||||||||||
2016 | 3,967 | ||||||||||||
2017 | 4,239 | ||||||||||||
2018 | 4,948 | ||||||||||||
2019 | 5,634 | ||||||||||||
2020 - 2024 | 27,831 | ||||||||||||
Other Information | |||||||||||||
The Company also maintains non-qualified retirement plans (the “Non-Qualified Plans”) to provide benefits to certain key employees. The Non-Qualified Plans are not funded and the beneficiaries’ rights to receive distributions under these plans constitute unsecured claims to be paid from the Company’s general assets. At December 31, 2014, the Non-Qualified Plans’ projected benefit obligations and accumulated benefit obligations were $16.2 million. | |||||||||||||
The Company’s accrued cost related to its qualified and non-qualified retirement plans of $35.1 million and $19.9 million at December 31, 2014 and 2013, respectively, is included in other liabilities in the accompanying consolidated balance sheets. The (increase) decrease in the deferred net loss related to the Company’s retirement plans during 2014, 2013 and 2012 resulted in a (decrease) increase in equity of $(16.1) million, $14.7 million and $1.9 million, respectively, net of taxes of $2.6 million, $7.1 million and $1.1 million, respectively. Each of these adjustments to equity due to the change in the minimum liability are included in other comprehensive loss in the accompanying consolidated statements of stockholders’ equity. | |||||||||||||
The net gain (loss) recognized in other comprehensive income for the years ended December 31, 2014 and 2013 was $(18.7) million and $21.8 million, respectively. Included in accumulated other comprehensive loss at December 31, 2014 and 2013 are unrecognized actuarial losses of $44.4 million and $25.8 million ($31.8 million and $15.8 million net of tax), respectively, that have not yet been recognized in net periodic pension expense. Net losses are amortized into net periodic pension expense based on a corridor approach based on the life expectancy of plan participants expected to receive benefits. The estimated actuarial loss for the retirement plans included in accumulated other comprehensive loss that will be amortized from accumulated other comprehensive loss into net periodic pension expense over the next fiscal year is $1.2 million. | |||||||||||||
The Company also has contributory retirement savings plans in which substantially all employees are eligible to participate. The Company contribution is 100% of the amount of the employee’s contribution, up to 4% of the employee’s salary. In addition, the Company may contribute up to 2% of the employee’s salary, based upon the Company’s financial performance. Company contributions under the retirement savings plans were $0.3 million, $0.5 million, and $4.7 million for 2014, 2013 and 2012, respectively. | |||||||||||||
In addition, the Company maintains a non-qualified contributory deferred compensation plan that allows for certain highly compensated employees to defer a portion of their eligible compensation until a later date. The plan is considered an unfunded and unsecured plan for IRS and Employee Retirement Income Security Act (“ERISA”) purposes, but the Company has set up a separate trust in which the plan’s assets are held. The trust maintains individual accounts for each participant, but the plan’s assets held in the trust are considered general assets of the Company and are available to satisfy the claims of general creditors in the event of a bankruptcy. The plan allows for the Company to make matching contributions up to 4% of the employee’s salary, reduced by the amount of matching contributions made to the retirement savings plan described above. Company contributions under the deferred compensation plan were $0.1 million, $0.2 million, and $0.7 million for 2014, 2013 and 2012, respectively. |
Postretirement_Benefits_Other_
Postretirement Benefits Other than Pensions | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Text Block [Abstract] | |||||||||||||
Postretirement Benefits Other than Pensions | 8. Postretirement Benefits Other than Pensions | ||||||||||||
The Company sponsors unfunded defined benefit postretirement health care and life insurance plans for certain employees. The Company contributes toward the cost of health insurance benefits and contributes the full cost of providing life insurance benefits. In order to be eligible for these postretirement benefits, an employee must retire after attainment of age 55 and completion of 15 years of service, or attainment of age 65 and completion of 10 years of service. The Company’s Benefits Trust Committee determines retiree premiums. | |||||||||||||
In connection with the Company’s transition to a REIT, the Company changed the benefits that will be available to retirees as of January 1, 2013. As a result of this amendment, the Company’s benefit obligation decreased $2.8 million during 2013. | |||||||||||||
The following table reconciles the change in benefit obligation of the postretirement plans to the accrued postretirement liability as reflected in other liabilities in the accompanying consolidated balance sheets at December 31 (amounts in thousands): | |||||||||||||
2014 | 2013 | ||||||||||||
Benefit obligation at beginning of year | $ | 5,848 | $ | 8,747 | |||||||||
Interest cost | 221 | 194 | |||||||||||
Actuarial loss | 939 | 319 | |||||||||||
Amendments | — | (2,828 | ) | ||||||||||
Benefits paid | (316 | ) | (584 | ) | |||||||||
Benefit obligation at end of year | $ | 6,692 | $ | 5,848 | |||||||||
Net postretirement benefit (income) expense reflected in the accompanying consolidated statements of operations included the following components for the years ended December 31 (amounts in thousands): | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Service cost | $ | — | $ | — | $ | 42 | |||||||
Interest cost | 221 | 194 | 790 | ||||||||||
Amortization of net actuarial loss | 445 | 477 | 491 | ||||||||||
Amortization of prior service credit | (1,314 | ) | (1,331 | ) | (682 | ) | |||||||
Curtailment gain | — | — | (310 | ) | |||||||||
Net postretirement benefit (income) expense | $ | (648 | ) | $ | (660 | ) | $ | 331 | |||||
The weighted-average assumptions used to determine the benefit obligation at December 31 are as follows: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Discount rate | 3.32 | % | 3.94 | % | 3.08 | % | |||||||
Measurement date | 12/31/14 | 12/31/13 | 12/31/12 | ||||||||||
The weighted-average assumptions used to determine the net postretirement benefit expense for years ended December 31 are as follows: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Discount rate | 3.94 | % | 3.08 | % | 3.92 | % | |||||||
Measurement date | 12/31/14 | 12/31/13 | 12/31/12 | ||||||||||
The Company expects to contribute $0.6 million to the plan in 2015. Based on the Company’s assumptions discussed above, the Company expects to make the following estimated future benefit payments under the plan during the years ending December 31 (amounts in thousands): | |||||||||||||
2015 | $ | 620 | |||||||||||
2016 | 594 | ||||||||||||
2017 | 569 | ||||||||||||
2018 | 531 | ||||||||||||
2019 | 507 | ||||||||||||
2020-2024 | 2,098 | ||||||||||||
The net loss, amortization of net loss, and amortization of prior service credit recognized in other comprehensive income for 2014 was $0.9 million, $0.4 million, and $1.3 million, respectively. Included in accumulated other comprehensive loss at December 31, 2014 are the following amounts that have not yet been recognized in net postretirement benefit expense: unrecognized actuarial losses of $6.8 million ($4.1 million net of tax) and unrecognized prior service credits of $16.4 million ($9.9 million net of tax). The net loss, amortization of net loss, and amortization of prior service credit recognized in other comprehensive income for 2013 was $0.3 million, $0.5 million, and $1.3 million, respectively. Included in accumulated other comprehensive loss at December 31, 2013 are the following amounts that have not yet been recognized in net postretirement benefit expense: unrecognized actuarial losses of $6.3 million ($3.9 million net of tax) and unrecognized prior service credits of $17.7 million ($10.8 million net of tax). The net loss and prior service credit for the postretirement plans included in accumulated other comprehensive loss that will be amortized from accumulated other comprehensive loss into net postretirement benefit expense over the next fiscal year is $0.5 million and $1.3 million, respectively. | |||||||||||||
The Company amended the plans effective December 31, 2001 such that only retirees currently receiving benefits under the plans and active employees whose age plus years of service total at least 60 and who have at least 10 years of service as of December 31, 2001 remain eligible. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Equity [Abstract] | |||||||||||||
Stockholders' Equity | 9. Stockholders’ Equity | ||||||||||||
Dividends | |||||||||||||
During 2014, the Company’s board of directors declared quarterly dividends of $0.55 per share of common stock ($2.20 per share of common stock for the full year), or an aggregate of $112.0 million in cash. | |||||||||||||
During 2013, the Company’s board of directors declared quarterly dividends of $0.50 per share of common stock ($2.00 per share of common stock for the full year), or an aggregate of $101.7 million in cash. | |||||||||||||
In connection with the special dividend described in Note 2, on December 21, 2012 the Company paid stockholders an aggregate of $62.0 million in cash and issued 6.7 million shares of the Company’s common stock. | |||||||||||||
To maintain its qualification as a REIT for federal income tax purposes, the Company must distribute at least 90% of its REIT taxable income each year. The Company’s board of directors has approved the Company’s current dividend policy pursuant to which the Company plans to pay a quarterly cash dividend to stockholders in an amount equal to an annualized payment of at least 50% of adjusted funds from operations (as defined by the Company) less maintenance capital expenditures or 100% of REIT taxable income on an annual basis, whichever is greater. The declaration, timing and amount of dividends will be determined by future action of the Company’s board of directors. The dividend policy may be altered at any time by the Company’s board of directors. | |||||||||||||
Treasury Stock | |||||||||||||
On December 18, 2008, following approval by the Human Resources Committee and the Board of Directors, the Company and the Company’s Chairman of the Board of Directors, Chief Executive Officer and President (“Executive”) entered into an amendment to Executive’s employment agreement. The amendment provided Executive with the option of making an irrevocable election to invest his existing Supplemental Employee Retirement Plan (“SERP”) benefit in Company common stock, which election Executive subsequently made. The investment was made by a rabbi trust in which, during January 2009, the independent trustee of the rabbi trust purchased shares of Company common stock in the open market in compliance with applicable law. Executive is only entitled to a distribution of the Company common stock held by the rabbi trust in satisfaction of his SERP benefit. As such, the Company believes that the ownership of shares of common stock by the rabbi trust and the distribution of those shares to Executive in satisfaction of his SERP benefit meets the requirements necessary so that the Company will not recognize any increase or decrease in expense as a result of subsequent changes in the value of the Company common stock and the purchased shares are treated as treasury stock and the SERP benefit is included in additional paid-in capital in the Company’s accompanying consolidated financial statements. The increase in treasury stock for a particular year represents dividends received on shares of Company common stock held by the rabbi trust. | |||||||||||||
Stock Repurchases | |||||||||||||
On August 6, 2012, the Company entered into a repurchase agreement with its largest stockholder, TRT Holdings, pursuant to which the Company repurchased 5.0 million shares of the Company’s common stock from TRT Holdings in a privately negotiated transaction for an aggregate purchase price of $185.4 million, which the Company funded with borrowings under the revolving credit line of its credit facility. The repurchased stock was cancelled by the Company and has been reflected as a reduction of retained earnings in the accompanying consolidated financial statements. | |||||||||||||
In 2012, the Company’s 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, implemented through open market transactions on U.S. exchanges or in privately negotiated transactions, in accordance with applicable securities laws, with any market purchases to be made during open trading window periods or pursuant to any applicable Rule 10b5-1 trading plans. | |||||||||||||
In May 2013, the Company completed its repurchases under the repurchase program by repurchasing approximately 2.3 million shares of its common stock for an aggregate purchase price of approximately $100.0 million, which the Company funded using cash on hand and borrowings under the revolving credit line of the Company’s credit facility. The repurchased stock was cancelled by the Company and has been reflected as a reduction of retained earnings in the accompanying consolidated financial statements. | |||||||||||||
Common Stock Issuance | |||||||||||||
On August 23, 2012, the Company sold 0.8 million shares (the “Option Shares”) of the Company’s common stock upon the exercise of the underwriter’s option granted pursuant to an underwriting agreement among the Company, TRT Holdings, and Deutsche Bank Securities, Inc. (the “Underwriter”) in connection with the secondary public offering of the remaining shares of the Company’s common stock held by TRT Holdings. The Option Shares were sold at a price to the public of $40.00 per share. The Company’s total net proceeds from the sale of the Option Shares, after offering expenses, were approximately $32.7 million. | |||||||||||||
Shareholder Rights Plan | |||||||||||||
The Company’s previous shareholder rights plan expired on August 12, 2012. The Company has amended its Corporate Governance Guidelines to include a policy with respect to shareholder rights plans that provides that the Board may not adopt a rights plan unless either (i) stockholder approval has been obtained, or (ii) specified circumstances exist and stockholder approval is obtained within specified periods after adoption. | |||||||||||||
Accumulated Other Comprehensive Loss | |||||||||||||
The Company’s balance in accumulated other comprehensive loss is composed of amounts related to the Company’s minimum pension liability. Changes in accumulated other comprehensive loss consisted of the following (amounts in thousands): | |||||||||||||
Balance, December 31, 2011 | $ | (36,031 | ) | ||||||||||
Unrealized gains arising during period | 14,451 | ||||||||||||
Amounts reclassified from accumulated other comprehensive loss | 3,601 | ||||||||||||
Income tax expense | (6,624 | ) | |||||||||||
Net other comprehensive income | 11,428 | ||||||||||||
Balance, December 31, 2012 | $ | (24,603 | ) | ||||||||||
Unrealized gains arising during period | 23,172 | ||||||||||||
Amounts reclassified from accumulated other comprehensive loss | 204 | ||||||||||||
Income tax expense | (7,892 | ) | |||||||||||
Net other comprehensive income | 15,484 | ||||||||||||
Balance, December 31, 2013 | $ | (9,119 | ) | ||||||||||
Unrealized losses arising during period | (20,231 | ) | |||||||||||
Amounts reclassified from accumulated other comprehensive income | (235 | ) | |||||||||||
Income tax expense | 3,254 | ||||||||||||
Net other comprehensive loss | (17,212 | ) | |||||||||||
Balance, December 31, 2014 | $ | (26,331 | ) | ||||||||||
Amounts reclassified from accumulated comprehensive (income) loss related to the Company’s minimum pension liability are presented in the accompanying consolidated statements of operations as follows (amounts in thousands): | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Other hotel expenses | $ | (309 | ) | $ | (119 | ) | $ | 1,642 | |||||
Opry and Attractions operating expenses | (24 | ) | 21 | 413 | |||||||||
Corporate operating expenses | 98 | 302 | 1,546 | ||||||||||
$ | (235 | ) | $ | 204 | $ | 3,601 | |||||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Income Taxes | 10. Income Taxes | ||||||||||||
The Company has elected to be taxed as a REIT effective January 1, 2013, pursuant to the U.S. Internal Revenue Code of 1986, as amended. As a REIT, generally the Company will not be subject to federal corporate income taxes on ordinary taxable income and capital gains income from real estate investments that it distributes to its stockholders. The Company will, however, be subject to corporate income taxes on built-in gains (the excess of fair market value over tax basis at January 1, 2013) that result from gains on certain assets. In addition, the Company will continue to be required to pay federal and state corporate income taxes on earnings of its TRSs. | |||||||||||||
The benefit for income taxes for continuing operations consists of the following (amounts in thousands): | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
CURRENT: | |||||||||||||
Federal | $ | (2,071 | ) | $ | 4,528 | $ | (5,622 | ) | |||||
State | (2,339 | ) | (1,396 | ) | (1,449 | ) | |||||||
Total current (provision) benefit | (4,410 | ) | 3,132 | (7,071 | ) | ||||||||
DEFERRED: | |||||||||||||
Federal | 2,588 | 84,918 | 7,415 | ||||||||||
State | 3,289 | 4,612 | 1,690 | ||||||||||
Total deferred benefit | 5,877 | 89,530 | 9,105 | ||||||||||
Total benefit for income taxes | $ | 1,467 | $ | 92,662 | $ | 2,034 | |||||||
The Company is required to distribute at least 90% of its annual taxable income, excluding net capital gains, to its stockholders in order to maintain its qualification as a REIT. The taxability of distributions to stockholders is determined by the Company’s earnings and profits, which differs from net income reported for financial reporting purposes. The estimated taxability of cash distributions to common shareholders is as follows (per common share): | |||||||||||||
2014 | 2013 | ||||||||||||
Ordinary income | $ | 2.3 | $ | 1.39 | |||||||||
Capital gains | 0.17 | 0.02 | |||||||||||
Return of capital | — | 0.09 | |||||||||||
$ | 2.47 | $ | 1.5 | ||||||||||
The differences between the income tax (provision) benefit calculated at the statutory U.S. federal income tax rate of 35% and the actual income tax benefit recorded for continuing operations are as follows (amounts in thousands): | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Statutory federal income tax (provision) benefit | $ | (43,750 | ) | $ | (9,035 | ) | $ | 10,034 | |||||
Adjustment for nontaxable income of the REIT | 44,701 | 32,642 | — | ||||||||||
State taxes (net of federal tax benefit and change in valuation allowance) | 950 | 3,216 | (523 | ) | |||||||||
Permanent items | (160 | ) | 1,092 | (384 | ) | ||||||||
Nondeductible compensation | — | — | (2,319 | ) | |||||||||
Nondeductible transaction costs | — | — | (6,632 | ) | |||||||||
Federal tax credits | 112 | — | 542 | ||||||||||
Federal valuation allowance | (853 | ) | (3,509 | ) | 884 | ||||||||
Unrecognized tax benefits | — | 6,261 | 432 | ||||||||||
REIT conversion | — | 62,063 | — | ||||||||||
Other | 467 | (68 | ) | — | |||||||||
$ | 1,467 | $ | 92,662 | $ | 2,034 | ||||||||
As a result of the Company’s conversion to a REIT, certain net deferred tax liabilities related to the real estate of the Company were reversed, as the REIT will generally not pay federal corporate income tax related to those deferred tax liabilities. In addition, the Company assessed the need for a valuation allowance on the net deferred tax assets of the TRSs. As a result, the Company recorded a net benefit of $64.8 million related to the conversion to a REIT during 2013. | |||||||||||||
Significant components of the Company’s deferred tax assets and liabilities at December 31 are as follows (amounts in thousands): | |||||||||||||
2014 | 2013 | ||||||||||||
DEFERRED TAX ASSETS: | |||||||||||||
Accounting reserves and accruals | $ | 22,023 | $ | 20,371 | |||||||||
Defined benefit plan | 7,285 | 2,305 | |||||||||||
Deferred management rights proceeds | 70,887 | 72,125 | |||||||||||
Rent escalation | 147 | 137 | |||||||||||
Federal and State net operating loss carryforwards | 47,156 | 43,069 | |||||||||||
Tax credits and other carryforwards | 1,016 | 2,073 | |||||||||||
Other assets | 7,806 | 10,290 | |||||||||||
Total deferred tax assets | 156,320 | 150,370 | |||||||||||
Valuation allowance | (98,445 | ) | (97,641 | ) | |||||||||
Total deferred tax assets, net of valuation allowance | 57,875 | 52,729 | |||||||||||
DEFERRED TAX LIABILITIES: | |||||||||||||
Property and equipment, net | 68,047 | 71,700 | |||||||||||
Goodwill and other intangibles | 1,727 | 2,650 | |||||||||||
Other liabilities | 2,385 | 1,496 | |||||||||||
Total deferred tax liabilities | 72,159 | 75,846 | |||||||||||
Net deferred tax liabilities | $ | 14,284 | $ | 23,117 | |||||||||
Federal net operating loss carryforwards at December 31, 2014 totaled $64.3 million, resulting in a deferred tax benefit of $22.5 million, which will begin to expire in 2032. Federal credit carryforwards at December 31, 2014 totaled $0.3 million, and will not expire. Charitable contribution carryforwards at December 31, 2014 totaled $2.5 million, resulting in a deferred tax benefit of $0.4 million, which will begin to expire in 2015. The use of certain federal net operating losses, credits and other deferred tax assets are limited to the Company’s future taxable earnings. As a result, a valuation allowance has been provided for certain federal deferred tax assets. The valuation allowance related to federal deferred tax assets increased (decreased) $4.3 million, $60.3 million and $(0.5) million in 2014, 2013 and 2012, respectively. The 2013 increase in the valuation allowance includes the revaluation of the deferred tax assets of the TRSs due to the REIT conversion. State net operating loss carryforwards at December 31, 2014 totaled $479.3 million, resulting in a deferred tax benefit of $24.6 million, which will expire between 2015 and 2034. The use of certain state net operating losses, credits and other state deferred tax assets are limited to the future taxable earnings of separate legal entities. As a result, a valuation allowance has been provided for certain state deferred tax assets, including loss carryforwards. The valuation allowance related to state deferred tax assets increased (decreased) $(3.5) million, $19.0 million and $(0.3) million in 2014, 2013 and 2012, respectively. Management believes that it is more likely than not that the results of operations will generate sufficient taxable income to realize the deferred tax assets after giving consideration to the valuation allowance. | |||||||||||||
The Company has concluded IRS examinations through the 2010 tax year. For federal income tax purposes and substantially all the states with which the Company has nexus, the statute of limitations has expired through 2010. However, the Company has net operating loss carryforwards from closed years, which could be adjusted upon audit. The Company has not been notified of any federal or state income tax examinations. | |||||||||||||
As a result of the completion of the IRS federal income tax audits through 2010, issues related to 2010 and earlier years have been effectively settled. Due to the favorable resolution of the federal examination, the Company’s reserve for unrecognized tax benefits decreased by $12.3 million during 2013, of which $5.5 million was recorded as an income tax benefit. Due to the expiration of statutes of limitations, the reserve for unrecognized tax benefits decreased an additional $0.8 million during 2013, of which $0.5 million was recorded as an income tax benefit. In addition, the Company recorded a reduction to the related accrued interest of $1.5 million as an income tax benefit in 2013. | |||||||||||||
As of December 31, 2014, the Company had no unrecognized tax benefits. A reconciliation of the beginning and ending gross amount of unrecognized tax benefits (exclusive of interest and penalties) is as follows: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Unrecognized tax benefits at beginning of year | $ | — | $ | 13,162 | $ | 14,141 | |||||||
Additions based on tax positions related to the current year | — | — | 7 | ||||||||||
Reductions for tax positions of prior years | — | — | (222 | ) | |||||||||
Reductions due to settlements with taxing authorities | — | (12,327 | ) | — | |||||||||
Reductions due to expiration of certain statute of limitations | — | (835 | ) | (764 | ) | ||||||||
Unrecognized tax benefits at end of year | $ | — | $ | — | $ | 13,162 | |||||||
The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The Company recognized $(2.2) million and $0.2 million of interest and no penalties related to uncertain tax positions in the accompanying consolidated statements of operations for 2013 and 2012, respectively. As of December 31, 2014 and 2013, the Company has accrued no interest or penalties related to uncertain tax positions. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||
Commitments and Contingencies | 11. Commitments and Contingencies | ||||||||
Capital Leases | |||||||||
In the accompanying consolidated balance sheets, the following amounts of assets under capitalized lease agreements are included as shown and the related obligations are included in debt (amounts in thousands): | |||||||||
2014 | 2013 | ||||||||
Property and equipment | $ | 4,367 | $ | 3,736 | |||||
Prepaid expenses and other assets | 130 | 130 | |||||||
Accumulated depreciation | (2,584 | ) | (2,377 | ) | |||||
Net assets under capital leases | $ | 1,913 | $ | 1,489 | |||||
Operating Leases | |||||||||
Rental expense for operating leases was $14.7 million, $14.1 million, and $16.2 million for 2014, 2013 and 2012, respectively. Non-cash lease expense for 2014, 2013, and 2012 was $5.5 million, $5.6 million and $5.7 million, respectively, as discussed below. | |||||||||
Future minimum cash lease commitments under all non-cancelable leases in effect at December 31, 2014 are as follows (amounts in thousands): | |||||||||
Capital | Operating | ||||||||
Leases | Leases | ||||||||
2015 | $ | 409 | $ | 5,097 | |||||
2016 | 46 | 4,704 | |||||||
2017 | 46 | 4,279 | |||||||
2018 | 46 | 4,348 | |||||||
2019 | 46 | 4,579 | |||||||
Years thereafter | 842 | 604,801 | |||||||
Total minimum lease payments | 1,435 | $ | 627,808 | ||||||
Less amount representing interest | (380 | ) | |||||||
Total present value of minimum payments | 1,055 | ||||||||
Less current portion of obligations | (377 | ) | |||||||
Long-term obligations | $ | 678 | |||||||
The Company entered into a 75-year operating lease agreement during 1999 for 65.3 acres of land located in Osceola County, Florida for the development of Gaylord Palms. The lease requires the Company to make annual base lease payments, which were approximately $3.8 million in 2014. The lease agreement provides for an annual 3% escalation of base rent. The terms of this lease require that the Company recognize lease expense on a straight-line basis, which resulted in an annual base lease expense of approximately $9.4 million for 2014, 2013, and 2012. This rent included approximately $5.5 million, $5.6 million, and $5.7 million of non-cash expenses during 2014, 2013, and 2012, respectively. At the end of the 75-year lease term, the Company may extend the operating lease to January 31, 2101, at which point the buildings and fixtures will be transferred to the lessor. The Company also records contingent rental expense based upon net revenues associated with the Gaylord Palms operations. The Company recorded $2.0 million, $1.9 million, and $2.0 million of contingent rental expense related to the Gaylord Palms in 2014, 2013, and 2012, respectively. | |||||||||
Other Commitments and Contingencies | |||||||||
As discussed in Note 7, the Company’s qualified retirement plan incurred increased lump-sum distributions during 2013, partially due to the transfer of a large number of the retirement plan participants at Gaylord Opryland to Marriott in connection with the REIT conversion, which resulted in an increase in the number of participants eligible for distributions. In 2013, the Pension Benefit Guaranty Corporation (“PBGC”) notified the Company that due to a purported cessation of management operations at the Company as a result of the management transition to Marriott, the Company may be required, pursuant to §4062(e) of ERISA, to take certain actions regarding the plan, including possibly accelerating funding or providing security for future plan liabilities. The Company responded to the PBGC, stating the reasons that it does not believe that the Company’s REIT conversion represents a cessation of management operations, and contesting any liability vigorously. The PBGC, which had indicated that it did not agree with the Company’s position, had previously announced a moratorium on this type of enforcement action through December 31, 2014. | |||||||||
On December 16, 2014, the 2015 Federal Consolidated and Further Continuing Omnibus Appropriations Act (the “Appropriations Act”) became law. The Appropriations Act included provisions amending the applicability of ERISA §4062(e) to certain business transactions and modifying the enforcement mechanisms available to the PBGC in the event that ERISA §4062(e) did apply. Based on the advice of its professional advisors, the Company believes that the provisions of the Appropriations Act eliminates any basis for any PBGC enforcement action under ERISA §4062(e) as a result of the purported cessation of management operations at Gaylord Opryland in connection with the REIT conversion. | |||||||||
The Company is self-insured up to a stop loss for certain losses relating 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 has 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 provides for severance payments upon certain events, including after a change of control. | |||||||||
The Company, in the ordinary course of business, is involved in certain legal actions and claims on a variety of other 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. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair Value Measurements | 12. Fair Value Measurements | ||||||||||||||||
The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. | |||||||||||||||||
At December 31, 2014 and 2013, the Company held certain assets, and at December 31, 2014, the Company held certain liabilities, that are required to be measured at fair value on a recurring basis. These included investments held in connection with the Company’s non-qualified contributory deferred compensation plan and liabilities associated with the outstanding common stock warrants associated with the Convertible Notes discussed in Note 5. | |||||||||||||||||
The investments held by the Company in connection with its deferred compensation plan consist of mutual funds traded in an active market. See Note 7 for further information on the Company’s deferred compensation plan. 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 5, in the first quarter of 2015, the Company intends to cash settle 4.7 million common stock warrants associated with its Convertible Notes, which have been classified as a derivative liability in the accompanying 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 these valuation techniques in all periods presented and believes it has obtained the most accurate information available for the types of investments it holds. | |||||||||||||||||
The Company had no liabilities required to be measured at fair value at December 31, 2013. The Company’s assets and liabilities measured at fair value on a recurring basis at December 31, were as follows (in thousands): | |||||||||||||||||
December 31, | Markets for | Observable | Unobservable | ||||||||||||||
2014 | Identical Assets | Inputs | Inputs | ||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||
Deferred compensation plan investments | $ | 19,712 | $ | 19,712 | $ | — | $ | — | |||||||||
Total assets measured at fair value | $ | 19,712 | $ | 19,712 | $ | — | $ | — | |||||||||
Warrant liability | $ | 134,477 | $ | — | $ | 134,477 | $ | — | |||||||||
Total liabilities measured at fair value | $ | 134,477 | $ | — | $ | 134,477 | $ | — | |||||||||
December 31, | Markets for | Observable | Unobservable | ||||||||||||||
2013 | Identical Assets | Inputs | Inputs | ||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||
Deferred compensation plan investments | $ | 18,883 | $ | 18,883 | $ | — | $ | — | |||||||||
Total assets measured at fair value | $ | 18,883 | $ | 18,883 | $ | — | $ | — | |||||||||
The remainder of the assets and liabilities held by the Company at December 31, 2014 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 4, in connection with the development of Gaylord National, the Company received a series A Bond and a Series B Bond from Prince George’s County, Maryland which had aggregate carrying values of $87.0 million and $62.6 million, respectively, as of December 31, 2014. The fair value of the Series A Bond, which has the senior claim to the cash flows supporting these bonds, approximates carrying value as of December 31, 2014. The fair value of the Series B Bond, 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 note, which the Company considers as Level 3, was approximately $44 million as of December 31, 2014. 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 as of December 31, 2014. | |||||||||||||||||
The carrying amount of short-term financial instruments (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. |
Financial_Reporting_By_Busines
Financial Reporting By Business Segments | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Segment Reporting [Abstract] | |||||||||||||
Financial Reporting By Business Segments | 13. Financial Reporting By Business Segments | ||||||||||||
The Company’s continuing operations are organized into the following principal business segments: | |||||||||||||
• | Hospitality, which includes Gaylord Opryland, Gaylord Palms, Gaylord Texan, Gaylord National, the Inn at Opryland and the AC Hotel; | ||||||||||||
• | Opry and Attractions, which includes the Grand Ole Opry, WSM-AM, and the Company’s Nashville-based attractions; and | ||||||||||||
• | Corporate and Other, which includes the Company’s corporate expenses. | ||||||||||||
The following information (amounts in thousands) is derived directly from the segments’ internal financial reports used for corporate management purposes. | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
REVENUES: | |||||||||||||
Hospitality | $ | 954,166 | $ | 878,509 | $ | 916,041 | |||||||
Opry and Attractions | 86,825 | 76,053 | 70,553 | ||||||||||
Corporate and Other | — | — | — | ||||||||||
Total revenues | $ | 1,040,991 | $ | 954,562 | $ | 986,594 | |||||||
DEPRECIATION AND AMORTIZATION: | |||||||||||||
Hospitality | $ | 103,422 | $ | 103,147 | $ | 107,343 | |||||||
Opry and Attractions | 5,258 | 5,368 | 5,119 | ||||||||||
Corporate and Other | 3,598 | 8,013 | 18,229 | ||||||||||
Total depreciation and amortization | $ | 112,278 | $ | 116,528 | $ | 130,691 | |||||||
OPERATING INCOME (LOSS): | |||||||||||||
Hospitality | $ | 162,535 | $ | 121,556 | $ | 150,210 | |||||||
Opry and Attractions | 21,752 | 14,157 | 13,305 | ||||||||||
Corporate and Other | (31,171 | ) | (34,305 | ) | (65,107 | ) | |||||||
REIT conversion costs | — | (22,190 | ) | (101,964 | ) | ||||||||
Casualty loss | — | (54 | ) | (858 | ) | ||||||||
Preopening costs | (11 | ) | — | (340 | ) | ||||||||
Impairment and other charges | — | (2,976 | ) | — | |||||||||
Total operating income (loss) | 153,105 | 76,188 | (4,754 | ) | |||||||||
Interest expense, net of amounts capitalized | (61,447 | ) | (60,916 | ) | (58,582 | ) | |||||||
Interest income | 12,075 | 12,267 | 12,307 | ||||||||||
Income from unconsolidated companies | — | 10 | 109 | ||||||||||
Loss on extinguishment of debt | (2,148 | ) | (4,181 | ) | — | ||||||||
Other gains and (losses) | 23,415 | 2,447 | 22,251 | ||||||||||
Income (loss) before income taxes and discontinued operations | $ | 125,000 | $ | 25,815 | $ | (28,669 | ) | ||||||
December 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
IDENTIFIABLE ASSETS: | |||||||||||||
Hospitality | $ | 2,207,043 | $ | 2,237,888 | |||||||||
Opry and Attractions | 80,127 | 79,770 | |||||||||||
Corporate and Other | 125,827 | 106,689 | |||||||||||
Discontinued operations | 149 | 282 | |||||||||||
Total identifiable assets | $ | 2,413,146 | $ | 2,424,629 | |||||||||
The following table represents the capital expenditures by segment for the years ended December 31 (amounts in thousands): | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
CAPITAL EXPENDITURES: | |||||||||||||
Hospitality | $ | 46,440 | $ | 32,266 | $ | 73,170 | |||||||
Opry and Attractions | 4,760 | 2,688 | 7,347 | ||||||||||
Corporate and other | 7,177 | 2,005 | 14,716 | ||||||||||
Total capital expenditures | $ | 58,377 | $ | 36,959 | $ | 95,233 | |||||||
Quarterly_Financial_Informatio
Quarterly Financial Information (Unaudited) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Quarterly Financial Information (Unaudited) | 14. Quarterly Financial Information (Unaudited) | ||||||||||||||||
The following is selected unaudited quarterly financial data for the fiscal years ended December 31, 2014 and 2013 (amounts in thousands, except per share data). | |||||||||||||||||
The sum of the quarterly per share amounts may not equal the annual totals due to rounding. | |||||||||||||||||
2014 | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
Revenues | $ | 246,451 | $ | 257,913 | $ | 245,015 | $ | 291,612 | |||||||||
Depreciation and amortization | 28,003 | 28,232 | 28,033 | 28,010 | |||||||||||||
Operating income | 32,797 | 47,486 | 29,083 | 43,739 | |||||||||||||
Income before income taxes and discontinued operations | 20,158 | 28,555 | 14,654 | 61,633 | |||||||||||||
(Provision) benefit for income taxes | 484 | (576 | ) | 463 | 1,096 | ||||||||||||
Income from continuing operations | 20,642 | 27,979 | 15,117 | 62,729 | |||||||||||||
Income (loss) from discontinued operations, net of taxes | 11 | 12 | 13 | (51 | ) | ||||||||||||
Net income | 20,653 | 27,991 | 15,130 | 62,678 | |||||||||||||
Net income available to common stockholders | 20,653 | 23,039 | 15,130 | 62,213 | |||||||||||||
Net income per share | 0.41 | 0.45 | 0.3 | 1.22 | |||||||||||||
Net income per share - assuming dilution | 0.32 | 0.38 | 0.25 | 1.21 | |||||||||||||
2013 | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
Revenues | $ | 222,113 | $ | 245,183 | $ | 221,196 | $ | 266,070 | |||||||||
Depreciation and amortization | 32,009 | 29,054 | 27,916 | 27,549 | |||||||||||||
Operating income (loss) | (2,244 | ) | 28,903 | 19,803 | 29,726 | ||||||||||||
Income (loss) before income taxes and discontinued operations | (12,522 | ) | 14,584 | 5,783 | 17,970 | ||||||||||||
Benefit for income taxes | 66,292 | 1,784 | 12,450 | 12,136 | |||||||||||||
Income from continuing operations | 53,770 | 16,368 | 18,233 | 30,106 | |||||||||||||
Income (loss) from discontinued operations, net of taxes | 10 | 11 | (202 | ) | 56 | ||||||||||||
Net income | 53,780 | 16,379 | 18,031 | 30,162 | |||||||||||||
Net income available to common stockholders | 53,780 | 11,510 | 18,031 | 30,162 | |||||||||||||
Net income per share | 1.03 | 0.22 | 0.36 | 0.6 | |||||||||||||
Net income per share — assuming dilution | 0.81 | 0.18 | 0.3 | 0.48 | |||||||||||||
During the second quarter of 2014, the Company recorded a loss on extinguishment of debt of approximately $2.1 million related to the repurchase and conversion of a portion of its outstanding Convertible Notes. | |||||||||||||||||
During the second quarter of 2014, the Company entered into agreements with its note hedge counterparties to proportionately reduce the number of Purchased Options and the warrants as described in Note 5. In addition, the Company modified the agreements with two of the note hedge counterparties to cash settle a portion of the warrants as described in Note 5. Each of these agreements were considered modifications to Purchased Options and warrants (as applicable), and based on the agreements, the Company recognized a charge of $5.0 million, which is recorded as an increase to accumulated deficit and derivative liabilities, net in the accompanying consolidated financial statements. This charge also represents a deduction from net income in calculating net income available to common stockholders and earnings per share available to common stockholders. | |||||||||||||||||
During the fourth quarter of 2014, the Company sold to an affiliate of the Peterson Companies all of its rights in a letter of intent to which it is a party with the Peterson Companies, which entitled the Company to a portion of such party’s economic interest in the income from the land underlying the new MGM casino project at National Harbor. The Company will receive $26.1 million over three years in exchange for its contractual rights, which is included in other gains and losses, net in the accompanying consolidated statement of operations. | |||||||||||||||||
During the first quarter of 2013, the Company recorded a net income tax benefit of $61.3 million related to the reversal of certain net deferred tax liabilities that are no longer applicable as a result of the Company’s REIT conversion, partially offset by a valuation allowance on the net deferred tax assets of the Company’s TRSs. | |||||||||||||||||
During the first quarter of 2013, in conjunction with its reorganization as a REIT, the Company recognized $15.0 million in REIT conversion costs. | |||||||||||||||||
During the second quarter of 2013, in conjunction with its reorganization as a REIT, the Company recognized $5.4 million in REIT conversion costs. | |||||||||||||||||
During the second quarter of 2013, the Company entered into agreements with its note hedge counterparties to proportionately reduce the number of Purchased Options and the warrants as described in Note 5. These agreements were considered modifications to the Purchased Options and the warrants, and based on the terms of the agreements, the Company recognized a charge of $4.9 million, which is recorded as an increase to accumulated deficit and additional paid-in-capital in the accompanying consolidated balance sheets. This charge also represents a deduction from net income in calculating net income available to common stockholders and earnings per share available to common stockholders. | |||||||||||||||||
During the third quarter of 2013, the Company recorded a loss on extinguishment of debt of approximately $4.2 million related to the repurchase and conversion of a portion of its outstanding Convertible Notes. |
Information_Concerning_Guarant
Information Concerning Guarantor and Non-Guarantor Subsidiaries | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||
Information Concerning Guarantor and Non-Guarantor Subsidiaries | 15. Information Concerning Guarantor and Non-Guarantor Subsidiaries | ||||||||||||||||||||||||
The 5% Senior Notes were 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 $1 billion credit facility and the $400 million term loan 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 5% Senior Notes. | |||||||||||||||||||||||||
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. As further described in Note 2, on October 1, 2012, the Company and its subsidiaries completed a restructuring of assets and operations in connection with the Company’s transition to a REIT. For purposes of presenting the condensed consolidating financial information, the results of the subsidiaries that own the hotel properties are reflected in the guarantor results for periods commencing October 1, 2012. The Operating Partnership was formed in 2012 and had no results prior to October 1, 2012. Certain prior year amounts have been reclassified to conform to the current year presentation. | |||||||||||||||||||||||||
RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES | |||||||||||||||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | |||||||||||||||||||||||||
As of December 31, 2014 | |||||||||||||||||||||||||
(in thousands) | Parent | Issuer | Guarantors | Non- | Eliminations | Consolidated | |||||||||||||||||||
Guarantor | Guarantors | ||||||||||||||||||||||||
ASSETS: | |||||||||||||||||||||||||
Property and equipment, net of accumulated depreciation | $ | 6,574 | $ | — | $ | 1,691,996 | $ | 337,691 | $ | — | $ | 2,036,261 | |||||||||||||
Cash and cash equivalents - unrestricted | 392 | 1,001 | 36 | 74,979 | — | 76,408 | |||||||||||||||||||
Cash and cash equivalents - restricted | — | — | — | 17,410 | — | 17,410 | |||||||||||||||||||
Notes receivable | — | — | — | 149,612 | — | 149,612 | |||||||||||||||||||
Trade receivables, less allowance | — | — | — | 45,188 | — | 45,188 | |||||||||||||||||||
Deferred financing costs | — | 21,646 | — | — | — | 21,646 | |||||||||||||||||||
Prepaid expenses and other assets | 16,908 | 33 | 75,335 | 50,713 | (76,368 | ) | 66,621 | ||||||||||||||||||
Intercompany receivables, net | — | 219,772 | 1,073,805 | — | (1,293,577 | ) | — | ||||||||||||||||||
Investments | 1,587,425 | 2,767,163 | 526,645 | 695,896 | (5,577,129 | ) | — | ||||||||||||||||||
Total assets | $ | 1,611,299 | $ | 3,009,615 | $ | 3,367,817 | $ | 1,371,489 | $ | (6,947,074 | ) | $ | 2,413,146 | ||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY: | |||||||||||||||||||||||||
Debt and capital lease obligations | $ | — | $ | 1,340,500 | $ | — | $ | 1,055 | $ | — | $ | 1,341,555 | |||||||||||||
Accounts payable and accrued liabilities | 36 | 7,248 | 216 | 235,999 | (76,651 | ) | 166,848 | ||||||||||||||||||
Deferred income tax liabilities, net | 7,258 | — | 616 | 6,410 | — | 14,284 | |||||||||||||||||||
Deferred management rights proceeds | — | — | — | 183,423 | — | 183,423 | |||||||||||||||||||
Dividends payable | 29,133 | — | — | — | — | 29,133 | |||||||||||||||||||
Derivative liabilities | 134,477 | — | — | — | — | 134,477 | |||||||||||||||||||
Other liabilities | — | — | 79,382 | 62,354 | 283 | 142,019 | |||||||||||||||||||
Intercompany payables, net | 1,038,988 | — | — | 254,589 | (1,293,577 | ) | — | ||||||||||||||||||
Commitments and contingencies | |||||||||||||||||||||||||
Stockholders’ equity: | |||||||||||||||||||||||||
Preferred stock | — | — | — | — | — | — | |||||||||||||||||||
Common stock | 510 | 1 | 1 | 2,387 | (2,389 | ) | 510 | ||||||||||||||||||
Additional paid-in-capital | 882,193 | 1,741,705 | 2,803,719 | 1,183,941 | (5,729,365 | ) | 882,193 | ||||||||||||||||||
Treasury stock | (8,002 | ) | — | — | — | — | (8,002 | ) | |||||||||||||||||
Accumulated deficit | (446,963 | ) | (79,839 | ) | 483,883 | (532,338 | ) | 128,294 | (446,963 | ) | |||||||||||||||
Accumulated other comprehensive loss | (26,331 | ) | — | — | (26,331 | ) | 26,331 | (26,331 | ) | ||||||||||||||||
Total stockholders’ equity | 401,407 | 1,661,867 | 3,287,603 | 627,659 | (5,577,129 | ) | 401,407 | ||||||||||||||||||
Total liabilities and stockholders’ equity | $ | 1,611,299 | $ | 3,009,615 | $ | 3,367,817 | $ | 1,371,489 | $ | (6,947,074 | ) | $ | 2,413,146 | ||||||||||||
RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES | |||||||||||||||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | |||||||||||||||||||||||||
As of December 31, 2013 | |||||||||||||||||||||||||
(in thousands) | Parent | Issuer | Guarantors | Non- | Eliminations | Consolidated | |||||||||||||||||||
Guarantor | Guarantors | ||||||||||||||||||||||||
ASSETS: | |||||||||||||||||||||||||
Property and equipment, net of accumulated depreciation | $ | — | $ | — | $ | 1,751,479 | $ | 316,518 | $ | — | $ | 2,067,997 | |||||||||||||
Cash and cash equivalents - unrestricted | — | 714 | — | 60,865 | — | 61,579 | |||||||||||||||||||
Cash and cash equivalents - restricted | — | — | — | 20,169 | — | 20,169 | |||||||||||||||||||
Notes receivable | — | — | — | 148,350 | — | 148,350 | |||||||||||||||||||
Trade receivables, less allowance | — | — | — | 51,796 | (14 | ) | 51,782 | ||||||||||||||||||
Deferred financing costs | — | 19,306 | — | — | — | 19,306 | |||||||||||||||||||
Prepaid expenses and other assets | — | 3 | 227,608 | 58,267 | (230,432 | ) | 55,446 | ||||||||||||||||||
Intercompany receivables, net | 90,184 | — | 697,908 | 172,064 | (960,156 | ) | — | ||||||||||||||||||
Investments | 1,727,143 | 2,767,163 | 526,644 | 436,828 | (5,457,778 | ) | — | ||||||||||||||||||
Total assets | $ | 1,817,327 | $ | 2,787,186 | $ | 3,203,639 | $ | 1,264,857 | $ | (6,648,380 | ) | $ | 2,424,629 | ||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY: | |||||||||||||||||||||||||
Debt and capital lease obligations | $ | 293,962 | $ | 859,500 | $ | — | $ | 958 | $ | — | $ | 1,154,420 | |||||||||||||
Accounts payable and accrued liabilities | (14 | ) | 8,164 | 1,470 | 378,448 | (230,729 | ) | 157,339 | |||||||||||||||||
Deferred income tax liabilities, net | 6,528 | (15 | ) | 654 | 15,950 | — | 23,117 | ||||||||||||||||||
Deferred management rights proceeds | — | — | — | 186,346 | — | 186,346 | |||||||||||||||||||
Dividends payable | 25,780 | — | — | — | — | 25,780 | |||||||||||||||||||
Other liabilities | — | — | 73,673 | 45,976 | 283 | 119,932 | |||||||||||||||||||
Intercompany payables, net | 733,376 | 211,925 | 14,855 | — | (960,156 | ) | — | ||||||||||||||||||
Commitments and contingencies | |||||||||||||||||||||||||
Stockholders’ equity: | |||||||||||||||||||||||||
Preferred stock | — | — | — | — | — | — | |||||||||||||||||||
Common stock | 505 | 1 | 1 | 2,387 | (2,389 | ) | 505 | ||||||||||||||||||
Additional paid-in-capital | 1,228,845 | 1,741,704 | 2,803,623 | 1,184,038 | (5,729,365 | ) | 1,228,845 | ||||||||||||||||||
Treasury stock | (7,766 | ) | — | — | — | — | (7,766 | ) | |||||||||||||||||
Accumulated deficit | (454,770 | ) | (34,093 | ) | 309,363 | (540,127 | ) | 264,857 | (454,770 | ) | |||||||||||||||
Accumulated other comprehensive loss | (9,119 | ) | — | — | (9,119 | ) | 9,119 | (9,119 | ) | ||||||||||||||||
Total stockholders’ equity | 757,695 | 1,707,612 | 3,112,987 | 637,179 | (5,457,778 | ) | 757,695 | ||||||||||||||||||
Total liabilities and stockholders’ equity | $ | 1,817,327 | $ | 2,787,186 | $ | 3,203,639 | $ | 1,264,857 | $ | (6,648,380 | ) | $ | 2,424,629 | ||||||||||||
RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES | |||||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS | |||||||||||||||||||||||||
AND COMPREHENSIVE INCOME | |||||||||||||||||||||||||
For the Year Ended December 31, 2014 | |||||||||||||||||||||||||
(in thousands) | Parent | Issuer | Guarantors | Non- | Eliminations | Consolidated | |||||||||||||||||||
Guarantor | Guarantors | ||||||||||||||||||||||||
Revenues: | |||||||||||||||||||||||||
Rooms | $ | — | $ | — | $ | — | $ | 384,185 | $ | — | $ | 384,185 | |||||||||||||
Food and beverage | — | — | — | 412,061 | — | 412,061 | |||||||||||||||||||
Other hotel revenue | — | — | 286,816 | 176,617 | (305,513 | ) | 157,920 | ||||||||||||||||||
Opry and Attractions | 331 | — | — | 87,433 | (939 | ) | 86,825 | ||||||||||||||||||
Total revenues | 331 | — | 286,816 | 1,060,296 | (306,452 | ) | 1,040,991 | ||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||
Rooms | — | — | — | 116,103 | — | 116,103 | |||||||||||||||||||
Food and beverage | — | — | — | 248,358 | — | 248,358 | |||||||||||||||||||
Other hotel expenses | — | — | 44,160 | 550,892 | (287,455 | ) | 307,597 | ||||||||||||||||||
Management fees | — | — | — | 16,151 | — | 16,151 | |||||||||||||||||||
Total hotel operating expenses | — | — | 44,160 | 931,504 | (287,455 | ) | 688,209 | ||||||||||||||||||
Opry and Attractions | — | — | — | 59,747 | 68 | 59,815 | |||||||||||||||||||
Corporate | 97 | 1,189 | 2 | 26,285 | — | 27,573 | |||||||||||||||||||
Corporate overhead allocation | 10,561 | — | 8,504 | — | (19,065 | ) | — | ||||||||||||||||||
Preopening costs | — | — | — | 11 | — | 11 | |||||||||||||||||||
Depreciation and amortization | 84 | — | 59,420 | 52,774 | — | 112,278 | |||||||||||||||||||
Total operating expenses | 10,742 | 1,189 | 112,086 | 1,070,321 | (306,452 | ) | 887,886 | ||||||||||||||||||
Operating income (loss) | (10,411 | ) | (1,189 | ) | 174,730 | (10,025 | ) | — | 153,105 | ||||||||||||||||
Interest expense, net of amounts capitalized | (16,918 | ) | (44,555 | ) | — | 26 | — | (61,447 | ) | ||||||||||||||||
Interest income | — | — | — | 12,075 | — | 12,075 | |||||||||||||||||||
Loss on extinguishment of debt | (2,148 | ) | — | — | — | — | (2,148 | ) | |||||||||||||||||
Other gains and (losses), net | 21,892 | — | — | 1,523 | — | 23,415 | |||||||||||||||||||
Income (loss) before income taxes and discontinued operations | (7,585 | ) | (45,744 | ) | 174,730 | 3,599 | — | 125,000 | |||||||||||||||||
(Provision) benefit for income taxes | (2,526 | ) | (2 | ) | (210 | ) | 4,205 | — | 1,467 | ||||||||||||||||
Equity in subsidiaries’ earnings, net | 136,563 | — | — | — | (136,563 | ) | — | ||||||||||||||||||
Income (loss) from continuing operations | 126,452 | (45,746 | ) | 174,520 | 7,804 | (136,563 | ) | 126,467 | |||||||||||||||||
Loss from discontinued operations, net of taxes | — | — | — | (15 | ) | — | (15 | ) | |||||||||||||||||
Net income (loss) | $ | 126,452 | $ | (45,746 | ) | $ | 174,520 | $ | 7,789 | $ | (136,563 | ) | $ | 126,452 | |||||||||||
Comprehensive income (loss) | $ | 109,240 | $ | (45,746 | ) | $ | 174,520 | $ | (9,423 | ) | $ | (119,351 | ) | $ | 109,240 | ||||||||||
RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES | |||||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS | |||||||||||||||||||||||||
AND COMPREHENSIVE INCOME | |||||||||||||||||||||||||
For the Year Ended December 31, 2013 | |||||||||||||||||||||||||
(in thousands) | Parent | Issuer | Guarantors | Non- | Eliminations | Consolidated | |||||||||||||||||||
Guarantor | Guarantors | ||||||||||||||||||||||||
Revenues: | |||||||||||||||||||||||||
Rooms | $ | — | $ | — | $ | — | $ | 357,313 | $ | — | $ | 357,313 | |||||||||||||
Food and beverage | — | — | — | 382,340 | — | 382,340 | |||||||||||||||||||
Other hotel revenue | — | — | 266,971 | 152,802 | (280,917 | ) | 138,856 | ||||||||||||||||||
Opry and Attractions | — | — | — | 76,805 | (752 | ) | 76,053 | ||||||||||||||||||
Total revenues | — | — | 266,971 | 969,260 | (281,669 | ) | 954,562 | ||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||
Rooms | — | — | — | 106,849 | — | 106,849 | |||||||||||||||||||
Food and beverage | — | — | — | 237,153 | — | 237,153 | |||||||||||||||||||
Other hotel expenses | — | — | 44,589 | 517,933 | (267,370 | ) | 295,152 | ||||||||||||||||||
Management fees | — | — | — | 14,652 | — | 14,652 | |||||||||||||||||||
Total hotel operating expenses | — | — | 44,589 | 876,587 | (267,370 | ) | 653,806 | ||||||||||||||||||
Opry and Attractions | — | — | — | 56,662 | (134 | ) | 56,528 | ||||||||||||||||||
Corporate | 12 | 1,751 | — | 24,529 | — | 26,292 | |||||||||||||||||||
Corporate overhead allocation | 8,766 | — | 5,399 | — | (14,165 | ) | — | ||||||||||||||||||
REIT conversion costs | — | — | — | 22,190 | — | 22,190 | |||||||||||||||||||
Casualty loss | — | — | — | 54 | — | 54 | |||||||||||||||||||
Impairment and other charges (non-REIT conversion costs) | — | — | 2,537 | 439 | — | 2,976 | |||||||||||||||||||
Depreciation and amortization | — | — | 59,539 | 56,989 | — | 116,528 | |||||||||||||||||||
Total operating expenses | 8,778 | 1,751 | 112,064 | 1,037,450 | (281,669 | ) | 878,374 | ||||||||||||||||||
Operating income (loss) | (8,778 | ) | (1,751 | ) | 154,907 | (68,190 | ) | — | 76,188 | ||||||||||||||||
Interest expense, net of amounts capitalized | (28,775 | ) | (32,092 | ) | — | (49 | ) | — | (60,916 | ) | |||||||||||||||
Interest income | — | — | — | 12,267 | — | 12,267 | |||||||||||||||||||
Income from unconsolidated companies | — | — | — | 10 | — | 10 | |||||||||||||||||||
Loss on extinguishment of debt | (4,181 | ) | — | — | — | — | (4,181 | ) | |||||||||||||||||
Other gains and (losses), net | — | — | — | 2,447 | — | 2,447 | |||||||||||||||||||
Income (loss) before income taxes and discontinued operations | (41,734 | ) | (33,843 | ) | 154,907 | (53,515 | ) | — | 25,815 | ||||||||||||||||
(Provision) benefit for income taxes | 1,902 | 2,695 | 132,521 | (44,456 | ) | — | 92,662 | ||||||||||||||||||
Equity in subsidiaries’ earnings, net | 158,184 | — | — | — | (158,184 | ) | — | ||||||||||||||||||
Income (loss) from continuing operations | 118,352 | (31,148 | ) | 287,428 | (97,971 | ) | (158,184 | ) | 118,477 | ||||||||||||||||
Loss from discontinued operations, net of taxes | — | — | — | (125 | ) | — | (125 | ) | |||||||||||||||||
Net income (loss) | $ | 118,352 | $ | (31,148 | ) | $ | 287,428 | $ | (98,096 | ) | $ | (158,184 | ) | $ | 118,352 | ||||||||||
Comprehensive income (loss) | $ | 133,836 | $ | (31,148 | ) | $ | 287,428 | $ | (82,612 | ) | $ | (173,668 | ) | $ | 133,836 | ||||||||||
RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES | |||||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS | |||||||||||||||||||||||||
AND COMPREHENSIVE INCOME | |||||||||||||||||||||||||
For the Year Ended December 31, 2012 | |||||||||||||||||||||||||
(in thousands) | Parent | Issuer | Guarantors | Non- | Eliminations | Consolidated | |||||||||||||||||||
Guarantor | Guarantors | ||||||||||||||||||||||||
Revenues: | |||||||||||||||||||||||||
Rooms | $ | — | $ | — | $ | — | $ | 365,611 | $ | — | $ | 365,611 | |||||||||||||
Food and beverage | — | — | — | 401,252 | — | 401,252 | |||||||||||||||||||
Other hotel revenue | 6,281 | — | 66,211 | 149,393 | (72,707 | ) | 149,178 | ||||||||||||||||||
Opry and Attractions | — | — | — | 71,279 | (726 | ) | 70,553 | ||||||||||||||||||
Total revenues | 6,281 | — | 66,211 | 987,535 | (73,433 | ) | 986,594 | ||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||
Rooms | — | — | — | 96,900 | — | 96,900 | |||||||||||||||||||
Food and beverage | — | — | — | 242,739 | — | 242,739 | |||||||||||||||||||
Other hotel expenses | — | — | 11,504 | 370,241 | (67,102 | ) | 314,643 | ||||||||||||||||||
Management fees | — | — | — | 4,207 | — | 4,207 | |||||||||||||||||||
Total hotel operating expenses | — | — | 11,504 | 714,087 | (67,102 | ) | 658,489 | ||||||||||||||||||
Opry and Attractions | — | — | — | 52,208 | (78 | ) | 52,130 | ||||||||||||||||||
Corporate | 19,790 | — | — | 27,086 | — | 46,876 | |||||||||||||||||||
Corporate overhead allocation | — | — | — | 6,253 | (6,253 | ) | — | ||||||||||||||||||
REIT conversion costs | 42,303 | — | — | 59,661 | — | 101,964 | |||||||||||||||||||
Casualty loss | 429 | — | — | 429 | — | 858 | |||||||||||||||||||
Preopening costs | 22 | — | — | 318 | — | 340 | |||||||||||||||||||
Depreciation and amortization | 2,377 | — | 9,960 | 118,354 | — | 130,691 | |||||||||||||||||||
Total operating expenses | 64,921 | — | 21,464 | 978,396 | (73,433 | ) | 991,348 | ||||||||||||||||||
Operating income (loss) | (58,640 | ) | — | 44,747 | 9,139 | — | (4,754 | ) | |||||||||||||||||
Interest expense, net of amounts capitalized | (54,896 | ) | (4,584 | ) | (10,841 | ) | (110,821 | ) | 122,560 | (58,582 | ) | ||||||||||||||
Interest income | 100,455 | — | 2,609 | 31,803 | (122,560 | ) | 12,307 | ||||||||||||||||||
Income from unconsolidated companies | — | — | — | 109 | — | 109 | |||||||||||||||||||
Other gains and (losses), net | 20,000 | — | — | 2,251 | — | 22,251 | |||||||||||||||||||
Income (loss) before income taxes and discontinued operations | 6,919 | (4,584 | ) | 36,515 | (67,519 | ) | — | (28,669 | ) | ||||||||||||||||
(Provision) benefit for income taxes | (12,311 | ) | 1,638 | (14,580 | ) | 27,287 | — | 2,034 | |||||||||||||||||
Equity in subsidiaries’ losses, net | (21,252 | ) | — | — | — | 21,252 | — | ||||||||||||||||||
Income (loss) from continuing operations | (26,644 | ) | (2,946 | ) | 21,935 | (40,232 | ) | 21,252 | (26,635 | ) | |||||||||||||||
Loss from discontinued operations, net of taxes | — | — | — | (9 | ) | — | (9 | ) | |||||||||||||||||
Net income (loss) | $ | (26,644 | ) | $ | (2,946 | ) | $ | 21,935 | $ | (40,241 | ) | $ | 21,252 | $ | (26,644 | ) | |||||||||
Comprehensive income (loss) | $ | (15,216 | ) | $ | (2,946 | ) | $ | 21,935 | $ | (40,241 | ) | $ | 21,252 | $ | (15,216 | ) | |||||||||
RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES | |||||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | |||||||||||||||||||||||||
For the Year Ended December 31, 2014 | |||||||||||||||||||||||||
(in thousands) | Parent | Issuer | Guarantors | Non- | Eliminations | Consolidated | |||||||||||||||||||
Guarantor | Guarantors | ||||||||||||||||||||||||
Net cash provided by (used in) continuing operating activities | $ | 636,386 | $ | (466,285 | ) | $ | (24 | ) | $ | 77,074 | $ | — | $ | 247,151 | |||||||||||
Net cash used in discontinued operating activities | — | — | — | (147 | ) | — | (147 | ) | |||||||||||||||||
Net cash provided by (used in) operating activities | 636,386 | (466,285 | ) | (24 | ) | 76,927 | — | 247,004 | |||||||||||||||||
Purchases of property and equipment | (6,659 | ) | — | 60 | (51,778 | ) | — | (58,377 | ) | ||||||||||||||||
Purchase of AC Hotel | — | — | — | (21,206 | ) | — | (21,206 | ) | |||||||||||||||||
Proceeds from sale of Peterson LOI | 9,350 | — | — | — | — | 9,350 | |||||||||||||||||||
Decrease in restricted cash and cash equivalents | — | — | — | 2,759 | — | 2,759 | |||||||||||||||||||
Other investing activities | — | — | — | 8,012 | — | 8,012 | |||||||||||||||||||
Net cash provided by (used in) investing activities — continuing operations | 2,691 | — | 60 | (62,213 | ) | — | (59,462 | ) | |||||||||||||||||
Net cash used in investing activities — discontinued operations | — | — | — | — | — | — | |||||||||||||||||||
Net cash provided by (used in) investing activities | 2,691 | — | 60 | (62,213 | ) | — | (59,462 | ) | |||||||||||||||||
Net borrowings under credit facility | — | 77,000 | — | — | — | 77,000 | |||||||||||||||||||
Net borrowing under term loan B | — | 398,000 | — | — | — | 398,000 | |||||||||||||||||||
Repurchase and conversion of convertible notes | (358,710 | ) | — | — | — | — | (358,710 | ) | |||||||||||||||||
Repurchase of common stock warrants | (177,423 | ) | — | — | — | — | (177,423 | ) | |||||||||||||||||
Deferred financing costs paid | — | (8,428 | ) | — | — | — | (8,428 | ) | |||||||||||||||||
Payment of dividend | (109,414 | ) | — | — | — | — | (109,414 | ) | |||||||||||||||||
Proceeds from exercise of stock option and purchase plans | 6,862 | — | — | — | — | 6,862 | |||||||||||||||||||
Other financing activities, net | — | — | — | (600 | ) | — | (600 | ) | |||||||||||||||||
Net cash provided by (used in) financing activities — continuing operations | (638,685 | ) | 466,572 | — | (600 | ) | — | (172,713 | ) | ||||||||||||||||
Net cash used in financing activities — discontinued operations | — | — | — | — | — | — | |||||||||||||||||||
Net cash provided by (used in) financing activities | (638,685 | ) | 466,572 | — | (600 | ) | — | (172,713 | ) | ||||||||||||||||
Net change in cash and cash equivalents | 392 | 287 | 36 | 14,114 | — | 14,829 | |||||||||||||||||||
Cash and cash equivalents at beginning of period | — | 714 | — | 60,865 | — | 61,579 | |||||||||||||||||||
Cash and cash equivalents at end of period | $ | 392 | $ | 1,001 | $ | 36 | $ | 74,979 | $ | — | $ | 76,408 | |||||||||||||
RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES | |||||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | |||||||||||||||||||||||||
For the Year Ended December 31, 2013 | |||||||||||||||||||||||||
(in thousands) | Parent | Issuer | Guarantors | Non- | Eliminations | Consolidated | |||||||||||||||||||
Guarantor | Guarantors | ||||||||||||||||||||||||
Net cash provided by (used in) continuing operating activities | $ | 422,624 | $ | (298,048 | ) | $ | (2,164 | ) | $ | 15,193 | $ | — | $ | 137,605 | |||||||||||
Net cash provided by discontinued operating activities | — | — | — | 94 | — | 94 | |||||||||||||||||||
Net cash provided by (used in) operating activities | 422,624 | (298,048 | ) | (2,164 | ) | 15,287 | — | 137,699 | |||||||||||||||||
Purchases of property and equipment | — | — | 2,759 | (39,718 | ) | — | (36,959 | ) | |||||||||||||||||
Collection of notes receivable | — | — | — | 1,740 | — | 1,740 | |||||||||||||||||||
Increase in restricted cash and cash equivalents | — | — | — | (13,959 | ) | — | (13,959 | ) | |||||||||||||||||
Other investing activities | — | — | — | 437 | — | 437 | |||||||||||||||||||
Net cash provided by (used in) investing activities — continuing operations | — | — | 2,759 | (51,500 | ) | — | (48,741 | ) | |||||||||||||||||
Net cash used in investing activities — discontinued operations | — | — | — | — | — | — | |||||||||||||||||||
Net cash provided by (used in) investing activities | — | — | 2,759 | (51,500 | ) | — | (48,741 | ) | |||||||||||||||||
Net repayments under credit facility | — | (35,500 | ) | — | — | — | (35,500 | ) | |||||||||||||||||
Issuance of senior notes | — | 350,000 | — | — | — | 350,000 | |||||||||||||||||||
Early redemption of senior notes | (152,180 | ) | — | — | — | — | (152,180 | ) | |||||||||||||||||
Repurchase and conversion of convertible notes | (99,222 | ) | — | — | — | (99,222 | ) | ||||||||||||||||||
Deferred financing costs paid | — | (15,738 | ) | — | — | — | (15,738 | ) | |||||||||||||||||
Repurchase of Company stock for retirement | (100,028 | ) | — | — | — | — | (100,028 | ) | |||||||||||||||||
Payment of dividend | (76,424 | ) | — | — | — | — | (76,424 | ) | |||||||||||||||||
Proceeds from exercise of stock option and purchase plans | 5,223 | — | — | — | — | 5,223 | |||||||||||||||||||
Excess tax benefit from stock-based compensation | 7 | — | — | — | — | 7 | |||||||||||||||||||
Other financing activities, net | — | — | — | (687 | ) | — | (687 | ) | |||||||||||||||||
Net cash provided by (used in) financing activities — continuing operations | (422,624 | ) | 298,762 | — | (687 | ) | — | (124,549 | ) | ||||||||||||||||
Net cash used in financing activities — discontinued operations | — | — | — | — | — | — | |||||||||||||||||||
Net cash provided by (used in) financing activities | (422,624 | ) | 298,762 | — | (687 | ) | — | (124,549 | ) | ||||||||||||||||
Net change in cash and cash equivalents | — | 714 | 595 | (36,900 | ) | — | (35,591 | ) | |||||||||||||||||
Cash and cash equivalents at beginning of period | — | — | (595 | ) | 97,765 | — | 97,170 | ||||||||||||||||||
Cash and cash equivalents at end of period | $ | — | $ | 714 | $ | — | $ | 60,865 | $ | — | $ | 61,579 | |||||||||||||
RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES | |||||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | |||||||||||||||||||||||||
For the Year Ended December 31, 2012 | |||||||||||||||||||||||||
(in thousands) | Parent | Issuer | Guarantors | Non- | Eliminations | Consolidated | |||||||||||||||||||
Guarantor | Guarantors | ||||||||||||||||||||||||
Net cash provided by (used in) continuing operating activities | $ | 67,789 | $ | 120,000 | $ | (490 | ) | $ | (10,905 | ) | $ | — | $ | 176,394 | |||||||||||
Net cash provided by discontinued operating activities | — | — | — | 76 | — | 76 | |||||||||||||||||||
Net cash provided by (used in) operating activities | 67,789 | 120,000 | (490 | ) | (10,829 | ) | — | 176,470 | |||||||||||||||||
Purchases of property and equipment | (7,362 | ) | — | (105 | ) | (87,766 | ) | — | (95,233 | ) | |||||||||||||||
Sale of management rights and intellectual property | 20,000 | — | — | 190,000 | — | 210,000 | |||||||||||||||||||
Collection of notes receivable | — | — | — | 4,480 | — | 4,480 | |||||||||||||||||||
Increase in restricted cash and cash equivalents | — | — | — | (5,060 | ) | — | (5,060 | ) | |||||||||||||||||
Other investing activities | — | — | — | 869 | — | 869 | |||||||||||||||||||
Net cash provided by (used in) investing activities — continuing operations | 12,638 | — | (105 | ) | 102,523 | — | 115,056 | ||||||||||||||||||
Net cash used in investing activities — discontinued operations | — | — | — | — | — | — | |||||||||||||||||||
Net cash provided by (used in) investing activities | 12,638 | — | (105 | ) | 102,523 | — | 115,056 | ||||||||||||||||||
Net borrowings (repayments) under credit facility | 65,000 | (120,000 | ) | — | — | — | (55,000 | ) | |||||||||||||||||
Deferred financing costs paid | (376 | ) | — | — | — | — | (376 | ) | |||||||||||||||||
Proceeds from the issuance of common stock | 32,722 | — | — | — | — | 32,722 | |||||||||||||||||||
Repurchase of Company stock for retirement | (185,400 | ) | — | — | — | — | (185,400 | ) | |||||||||||||||||
Payment of dividend | (62,007 | ) | — | — | — | — | (62,007 | ) | |||||||||||||||||
Proceeds from exercise of stock option and purchase plans | 25,336 | — | — | — | — | 25,336 | |||||||||||||||||||
Excess tax benefit from stock-based compensation | 6,736 | — | — | — | — | 6,736 | |||||||||||||||||||
Other financing activities, net | — | — | — | (755 | ) | — | (755 | ) | |||||||||||||||||
Net cash used in financing activities — continuing operations | (117,989 | ) | (120,000 | ) | — | (755 | ) | — | (238,744 | ) | |||||||||||||||
Net cash used in financing activities — discontinued operations | — | — | — | — | — | — | |||||||||||||||||||
Net cash used in financing activities | (117,989 | ) | (120,000 | ) | — | (755 | ) | — | (238,744 | ) | |||||||||||||||
Net change in cash and cash equivalents | (37,562 | ) | — | (595 | ) | 90,939 | — | 52,782 | |||||||||||||||||
Cash and cash equivalents at beginning of period | 37,562 | — | — | 6,826 | — | 44,388 | |||||||||||||||||||
Cash and cash equivalents at end of period | $ | — | $ | — | $ | (595 | ) | $ | 97,765 | $ | — | $ | 97,170 | ||||||||||||
Real_Estate_and_Accumulated_De
Real Estate and Accumulated Depreciation | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||||||||||
SEC Schedule III, Real Estate and Accumulated Depreciation Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||
Real Estate and Accumulated Depreciation | RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES | ||||||||||||||||||||||||||||||||||||||||
SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION | |||||||||||||||||||||||||||||||||||||||||
31-Dec-14 | |||||||||||||||||||||||||||||||||||||||||
(Amounts in thousands) | |||||||||||||||||||||||||||||||||||||||||
Initial Cost to Company | Gross Amount at End of Year | ||||||||||||||||||||||||||||||||||||||||
Encmbr | Land | Bldgs & Impr | Costs | Land | Bldgs & Impr | Total (2) | Acc Depr | Date Acq/ | Depr Life | ||||||||||||||||||||||||||||||||
Capitalized | Constr | (yrs) | |||||||||||||||||||||||||||||||||||||||
Subs to Acq | |||||||||||||||||||||||||||||||||||||||||
Gaylord Opryland | (1) | $ | 9,818 | $ | 77,125 | $ | 533,223 | $ | 47,488 | $ | 572,678 | $ | 620,166 | $ | 285,549 | 1983 | 20-40 | ||||||||||||||||||||||||
Gaylord Palms | (1) | 21,564 | 314,661 | 39,569 | 29,900 | 345,894 | 375,794 | 121,856 | 2002 | 20-40 | |||||||||||||||||||||||||||||||
Gaylord Texan | (1) | 21,234 | 388,030 | 75,091 | 44,065 | 440,290 | 484,355 | 119,861 | 2004 | 20-40 | |||||||||||||||||||||||||||||||
Gaylord National | (1) | 43,211 | 840,261 | 12,798 | 46,176 | 850,094 | 896,270 | 143,268 | 2008 | 20-40 | |||||||||||||||||||||||||||||||
Inn at Opryland | — | 2,676 | 7,248 | 12,513 | 2,875 | 19,562 | 22,437 | 6,674 | 1998 | 20-40 | |||||||||||||||||||||||||||||||
AC Hotel | — | 9,079 | 17,340 | — | 9,079 | 17,340 | 26,419 | 36 | 2014 | 20-40 | |||||||||||||||||||||||||||||||
Miscellaneous | — | 21,290 | 16,250 | 25,380 | 40,059 | 22,861 | 62,920 | 14,447 | N/A | 20-40 | |||||||||||||||||||||||||||||||
— | $ | 128,872 | $ | 1,660,915 | $ | 698,574 | $ | 219,642 | $ | 2,268,719 | $ | 2,488,361 | $ | 691,691 | |||||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||||||||||||||||||
Investment in real estate: | |||||||||||||||||||||||||||||||||||||||||
Balance at beginning of year | $ | 2,436,266 | $ | 2,429,282 | $ | 2,388,860 | |||||||||||||||||||||||||||||||||||
Acquisitions | 33,077 | — | — | ||||||||||||||||||||||||||||||||||||||
Improvements | 19,150 | 11,806 | 45,920 | ||||||||||||||||||||||||||||||||||||||
Disposals | (132 | ) | (3,406 | ) | (5,498 | ) | |||||||||||||||||||||||||||||||||||
Impairments | — | (1,416 | ) | — | |||||||||||||||||||||||||||||||||||||
Balance at end of year | $ | 2,488,361 | $ | 2,436,266 | $ | 2,429,282 | |||||||||||||||||||||||||||||||||||
Accumulated depreciation: | |||||||||||||||||||||||||||||||||||||||||
Balance at beginning of year | $ | 629,292 | $ | 568,681 | $ | 507,516 | |||||||||||||||||||||||||||||||||||
Depreciation | 62,492 | 64,095 | 64,605 | ||||||||||||||||||||||||||||||||||||||
Disposals | (93 | ) | (3,484 | ) | (3,440 | ) | |||||||||||||||||||||||||||||||||||
Balance at end of year | $ | 691,691 | $ | 629,292 | $ | 568,681 | |||||||||||||||||||||||||||||||||||
-1 | Pledged as collateral under the Company’s credit facility. At December 31, 2014, $588.8 million in borrowings and letters of credit were outstanding under such facility. | ||||||||||||||||||||||||||||||||||||||||
-2 | The aggregate cost of properties for federal income tax purposes is approximately $2.4 billion at December 31, 2014. |
Description_of_the_Business_an1
Description of the Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
Business Segments | Business Segments | ||
Hospitality | |||
The Hospitality segment includes the Gaylord Hotels branded hotels, the Inn at Opryland and the AC Hotel at National Harbor, Washington D.C. (“AC Hotel”). At December 31, 2014, the Company owns 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”), the Gaylord National Resort & Convention Center (“Gaylord National”), which the Company refers to collectively as the “Gaylord Hotels properties,” the Inn at Opryland, and the AC Hotel, which the Company completed the purchase of in December 2014 and is expected to open in March 2015. Gaylord Opryland and the Inn at Opryland are both located in Nashville, Tennessee. The Gaylord Palms is located in Kissimmee, Florida. The Gaylord Texan is located in Grapevine, Texas. The Gaylord National and the AC Hotel are both located in National Harbor, Maryland. On October 1, 2012, Marriott International, Inc. (“Marriott”) assumed the day-to-day management of the Gaylord Hotels pursuant to a management agreement for each Gaylord Hotel. On December 1, 2012, Marriott assumed the day-to-day management of the Inn at Opryland pursuant to an additional management agreement. Marriott will assume the day-to-day management of the AC Hotel upon its opening pursuant to a separate management agreement. | |||
Opry and Attractions | |||
The Opry and Attractions segment includes all of the Company’s Nashville-based tourist attractions. At December 31, 2014, these include the Grand Ole Opry, the General Jackson Showboat, the Wildhorse Saloon, the Ryman Auditorium and the Gaylord Springs Golf Links (“Gaylord Springs”), among others. The Opry and Attractions segment also includes WSM-AM. Beginning October 1, 2012, Marriott assumed the management of the day-to-day operations of the General Jackson Showboat, Gaylord Springs and the Wildhorse Saloon pursuant to management agreements. | |||
Corporate and Other | |||
The Corporate and Other segment includes operating and general and administrative expenses related to the overall management of the Company which are not allocated to the other reportable segments, including costs for the Company’s retirement plans, equity-based compensation plans, information technology, human resources, accounting, and other administrative expenses. | |||
Principles of Consolidation | Principles of Consolidation | ||
The accompanying consolidated financial statements include the accounts of the Company and all of its majority-owned subsidiaries. The Company’s investments in non-controlled entities in which it has the ability to exercise significant influence over operating and financial policies are accounted for by the equity method. The Company’s investments in other entities are accounted for using the cost method. All significant intercompany accounts and transactions have been eliminated in consolidation. | |||
The Company analyzes its variable interests, including loans, guarantees, management agreements, leasing arrangements and equity investments, to determine if an entity in which it has a variable interest is a variable interest entity (“VIE”). This analysis primarily includes a qualitative review, which is based on a review of the design of the entity, its organizational structure, including decision-making ability, and relevant financial agreements. This analysis is also used to determine if the Company must consolidate the VIE as the primary beneficiary. | |||
The Company has determined that its hotel subsidiaries are VIEs because each of the hotel’s incentive fees are significant relative to the total amount of each hotel’s economic performance, these fees are expected to absorb a significant amount of the variability associated with each hotel’s anticipated economic performance, and the Company shares with the manager the power to direct certain activities that significantly impact the hotel’s operating performance, such as approving budgets. The Company has determined that it is the primary beneficiary of each of these VIEs because it has the unilateral authority to direct other activities that most significantly impact the hotels’ economic performance, such as obtaining short- and long-term financing for the hotels and making any decision in regards to selling the hotels subject to certain limitations within the management agreements. In addition, the Company is obligated to receive the residual benefits or to absorb the residual losses from each of the hotels, which could potentially be significant to the hotels. The Company has, therefore, consolidated each of these VIEs. | |||
Property and Equipment | Property and Equipment | ||
Property and equipment are stated at cost. Improvements and significant renovations that extend the lives of existing assets are capitalized. Interest on funds borrowed to finance the construction of major capital additions is included in the cost of the applicable capital addition. Maintenance and repairs are charged to expense as incurred. Property and equipment are generally depreciated using the straight-line method over the following estimated useful lives: | |||
Buildings | 40 years | ||
Land improvements | 20 years | ||
Furniture, fixtures and equipment | 3-8 years | ||
Leasehold improvements | The shorter of the lease term or useful life | ||
Cash and Cash Equivalents - Unrestricted | Cash and Cash Equivalents — Unrestricted | ||
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. | |||
Cash and Cash Equivalents - Restricted | Cash and Cash Equivalents — Restricted | ||
Restricted cash and cash equivalents primarily represent funds held by our property managers for furniture, fixtures and equipment reserves. In addition, the Company holds certificates of deposit with an original maturity of greater than three months. The Company is required to maintain these certificates of deposit in order to secure its Tennessee workers’ compensation self-insurance obligations. | |||
For purposes of the statements of cash flows, changes in restricted cash and cash equivalents related to funds for furniture, fixtures and equipment replacement reserves are shown as investing activities. | |||
Impairment of Long-Lived and Other Assets | Impairment of Long-Lived and Other Assets | ||
In accounting for the Company’s long-lived and other assets (including its notes receivable associated with the development of Gaylord National), the Company assesses its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the assets or asset group may not be recoverable. Recoverability of long-lived assets that will continue to be used is measured by comparing the carrying amount of the asset or asset group to the related total future undiscounted net cash flows. If an asset or asset group’s carrying value is not recoverable through those cash flows, the asset group is considered to be impaired. The impairment is measured by the difference between the assets’ carrying amount and their fair value, which is estimated using discounted cash flow analyses that utilize comprehensive cash flow projections, as well as observable market data to the extent available. | |||
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts | ||
The Company provides allowances for doubtful accounts based upon a percentage of revenue and periodic evaluations of the aging of accounts receivable. | |||
Deferred Financing Costs | Deferred Financing Costs | ||
Deferred financing costs consist of prepaid interest, loan fees and other costs of financing that are amortized over the term of the related financing agreements, using the effective interest method. | |||
Inventory | Inventory is carried at the lower of cost or market. Cost is computed on an average cost basis. | ||
Research Development and Computer Software Policy | The Company capitalizes the costs of computer software developed for internal use. Accordingly, the Company has capitalized the external costs and certain internal payroll costs to develop computer software. Deferred software costs are amortized on a straight-line basis over their estimated useful lives of 3 to 5 years. | ||
Investments | Investments | ||
From time to time, the Company has owned minority interest investments in certain businesses. Generally, non-marketable investments (excluding limited partnerships and limited liability company interests) in which the Company owns less than 20 percent are accounted for using the cost method of accounting and investments in which the Company owns between 20 percent and 50 percent and limited partnerships are accounted for using the equity method of accounting. | |||
Self Insurance Reserve | The Company is self-insured up to a stop loss for certain losses relating 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 has subsequently transitioned to a low or no deductible program. For workers’ compensation and general liability claims incurred prior to October 1, 2012, and for employee medical benefits claimed prior to January 1, 2013, the Company recognizes self-insured losses based upon estimates of the aggregate liability for uninsured claims incurred using certain actuarial assumptions followed in the insurance industry or the Company’s historical experience. | ||
Income Taxes | Income Taxes | ||
The Company establishes deferred tax assets and liabilities based on the difference between the financial statement and income tax carrying amounts of assets and liabilities using existing tax laws and tax rates. The Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. | |||
Deferred Management Rights Proceeds | Deferred Management Rights Proceeds | ||
The Company has deferred and amortizes the proceeds received from Marriott that were allocated to the sale of the management rights, as discussed further in Note 2, on a straight line basis over the 65-year term of the hotel management agreements, including extensions, as a reduction in management fee expense in the accompanying consolidated statements of operations. | |||
Revenue Recognition | Revenue Recognition | ||
Revenues from occupied hotel rooms are recognized as earned on the close of business each day and from concessions and food and beverage sales at the time of the sale. Revenues from other services at the Company’s hotels, such as spa, parking, and transportation services, are recognized at the time services are provided. Attrition fees, which 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, as well as cancellation fees, are recognized as revenue in the period they are collected. The Company recognizes revenues from the Opry and Attractions segment when services are provided or goods are shipped, as applicable. The Company is required to collect certain taxes from customers on behalf of government agencies and remit these to the applicable governmental entity on a periodic basis. These taxes are collected from customers at the time of purchase, but are not included in revenue. The Company records a liability upon collection from the customer and relieves the liability when payments are remitted to the applicable governmental agency. | |||
Management Fees | Management fees are presented in the consolidated statements of operations net of the amortization of the deferred management rights proceeds discussed further in Note 2. | ||
Preopening Costs | Preopening Costs | ||
The Company expenses the costs associated with start-up activities and organization costs associated with its development or reopening of hotels and significant attractions as incurred. | |||
Advertising Costs | Advertising Costs | ||
Advertising costs are expensed as incurred and were $33.3 million, $28.8 million, and $21.8 million for 2014, 2013 and 2012, respectively. | |||
Stock-Based Compensation | Stock-Based Compensation | ||
The Company has stock-based employee compensation plans, which are described more fully in Note 6. The Company accounts for its stock-based compensation plan under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation.” | |||
Income (Loss) Per Share | Income (Loss) Per Share | ||
Earnings per share is measured as basic earnings per share and diluted earnings per share. Basic earnings per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the year. Diluted earnings per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding after considering the effect of conversion of dilutive instruments, calculated using the treasury stock method. | |||
Derivatives and Hedging Activities | Derivatives and Hedging Activities | ||
The Company sometimes utilizes derivative financial instruments to reduce interest rate risks related to its variable rate debt and to manage risk exposure to changes in the value of portions of its fixed rate debt. The Company records derivatives in the statement of financial position and measures derivatives at fair value. Changes in the fair value of those instruments are reported in earnings or other comprehensive income depending on the use of the derivative and whether it qualifies for hedge accounting. | |||
Financial exposures are managed as a part of the Company’s risk management program, which seeks to reduce the potentially adverse effect that the volatility of the interest rate markets may have on operating results. The Company does not engage in speculative transactions, nor does it hold or issue financial instruments for trading purposes. The Company formally documents hedging instruments and hedging items, as well as its risk management objective and strategy for undertaking hedged items. This process includes linking all derivatives that are designated as fair value and cash flow hedges to specific assets, liabilities or firm commitments on the consolidated balance sheet or to forecasted transactions. The Company also formally assesses, both at inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair value or cash flows of hedged items. When it is determined that a derivative is not highly effective, the derivative expires or is sold or terminated, or the derivative is discontinued because it is unlikely that a forecasted transaction will occur, the Company discontinues hedge accounting prospectively for that specific hedge instrument. | |||
As discussed more fully in Note 5, the derivative liabilities in the Company’s consolidated balance sheet at December 31, 2014 represent outstanding common stock warrants associated with the Convertible Notes. | |||
Accounting Estimates | Accounting Estimates | ||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. | |||
Newly Issued Accounting Standards | Newly Issued Accounting Standards | ||
In May 2014, the FASB issued 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 effective for the Company in the first quarter of 2017. The Company is currently evaluating the effects of this ASU on its financial statements, and such effects have not yet been determined. |
Description_of_the_Business_an2
Description of the Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Estimated Useful Lives of Property and Equipment | Property and equipment are generally depreciated using the straight-line method over the following estimated useful lives: | ||||||||||||
Buildings | 40 years | ||||||||||||
Land improvements | 20 years | ||||||||||||
Furniture, fixtures and equipment | 3-8 years | ||||||||||||
Leasehold improvements | The shorter of the lease term or useful life | ||||||||||||
Cash Paid for Interest | Cash paid for interest for the years ended December 31 was comprised of (amounts in thousands): | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Debt interest paid | $ | 49,208 | $ | 36,651 | $ | 40,935 | |||||||
Capitalized interest | (52 | ) | — | (515 | ) | ||||||||
Cash paid for interest, net of capitalized interest | $ | 49,156 | $ | 36,651 | $ | 40,420 | |||||||
Summary of Prepaid Expense and Other Assets | Prepaid expenses and other assets at December 31 consist of (amounts in thousands): | ||||||||||||
2014 | 2013 | ||||||||||||
Peterson note receivable | $ | 16,785 | $ | — | |||||||||
Other receivables | 904 | 3,615 | |||||||||||
Prepaid expenses | 14,691 | 16,530 | |||||||||||
Inventories | 7,446 | 6,653 | |||||||||||
Deferred software costs | 4,890 | 6,110 | |||||||||||
Supplemental deferred compensation plan assets | 19,712 | 18,883 | |||||||||||
Other | 2,193 | 3,655 | |||||||||||
Total prepaid expenses and other assets | $ | 66,621 | $ | 55,446 | |||||||||
Accounts Payable and Accrued Liabilities of Continuing Operations | Accounts payable and accrued liabilities at December 31 consist of (amounts in thousands): | ||||||||||||
2014 | 2013 | ||||||||||||
Trade accounts payable | $ | 31,942 | $ | 26,932 | |||||||||
Property and other taxes payable | 35,598 | 31,553 | |||||||||||
Deferred revenues | 38,581 | 39,822 | |||||||||||
Accrued salaries and benefits | 18,477 | 21,655 | |||||||||||
Accrued self-insurance reserves | 2,176 | 4,134 | |||||||||||
Accrued interest payable | 5,560 | 7,954 | |||||||||||
Other accrued liabilities | 34,514 | 25,289 | |||||||||||
Total accounts payable and accrued liabilities | $ | 166,848 | $ | 157,339 | |||||||||
Other Liabilities | Other liabilities at December 31 consist of (amounts in thousands): | ||||||||||||
2014 | 2013 | ||||||||||||
Pension and postretirement benefits liability | $ | 41,783 | $ | 25,760 | |||||||||
Straight-line lease liability | 79,352 | 73,871 | |||||||||||
Deferred compensation liability | 19,712 | 18,883 | |||||||||||
Other | 1,172 | 1,418 | |||||||||||
Total other liabilities | $ | 142,019 | $ | 119,932 | |||||||||
Income (Loss) Per Share | Net income (loss) per share amounts are calculated as follows for the years ended December 31 (income and share amounts in thousands): | ||||||||||||
2014 | |||||||||||||
Income | Shares | Per Share | |||||||||||
Net income available to common stockholders | $ | 121,035 | 50,861 | $ | 2.38 | ||||||||
Effect of dilutive stock-based compensation | — | 487 | — | ||||||||||
Effect of convertible notes | — | 4,532 | — | ||||||||||
Net income — assuming dilution | $ | 121,035 | 55,880 | $ | 2.17 | ||||||||
2013 | |||||||||||||
Income | Shares | Per Share | |||||||||||
Net income available to common stockholders | $ | 113,483 | 51,174 | $ | 2.22 | ||||||||
Effect of dilutive stock-based compensation | — | 591 | — | ||||||||||
Effect of convertible notes | — | 6,304 | — | ||||||||||
Effect of common stock warrants | — | 4,741 | — | ||||||||||
Net income — assuming dilution | $ | 113,483 | 62,810 | $ | 1.81 | ||||||||
2012 | |||||||||||||
Loss | Shares | Per Share | |||||||||||
Net loss available to common stockholders | $ | (26,644 | ) | 47,602 | $ | (0.56 | ) | ||||||
Effect of dilutive stock-based compensation | — | — | — | ||||||||||
Net loss — assuming dilution | $ | (26,644 | ) | 47,602 | $ | (0.56 | ) | ||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property and Equipment | Property and equipment at December 31 is recorded at cost and summarized as follows (amounts in thousands): | ||||||||
2014 | 2013 | ||||||||
Land and land improvements | $ | 254,013 | $ | 242,418 | |||||
Buildings | 2,340,555 | 2,300,499 | |||||||
Furniture, fixtures and equipment | 576,453 | 576,209 | |||||||
Construction in progress | 26,046 | 25,844 | |||||||
3,197,067 | 3,144,970 | ||||||||
Accumulated depreciation | (1,160,806 | ) | (1,076,973 | ) | |||||
Property and equipment, net | $ | 2,036,261 | $ | 2,067,997 | |||||
Debt_Tables
Debt (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||
Summary of Debt and Capital Lease Obligations | The Company’s debt and capital lease obligations at December 31 consisted of (amounts in thousands): | ||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
$1 Billion Credit Facility | $ | 586,500 | $ | 509,500 | |||||||||||||||||
$400 Million Term Loan Facility | 398,000 | — | |||||||||||||||||||
3.75% Convertible Senior Notes, net of unamortized discount of $0 and $10,096 | — | 293,962 | |||||||||||||||||||
5% Senior Notes | 350,000 | 350,000 | |||||||||||||||||||
AC Hotel note payable, terms as set forth in Note 1 | 6,000 | — | |||||||||||||||||||
Capital lease obligations | 1,055 | 958 | |||||||||||||||||||
Total debt | 1,341,555 | 1,154,420 | |||||||||||||||||||
Less amounts due within one year | (377 | ) | (599 | ) | |||||||||||||||||
Total long-term debt | $ | 1,341,178 | $ | 1,153,821 | |||||||||||||||||
Annual Maturities of Long-Term Debt Excluding Capital Lease Obligations | Annual maturities of long-term debt, excluding capital lease obligations, are as follows (amounts in thousands): | ||||||||||||||||||||
$1 Billion | $400 Million | 5% | AC Hotel | ||||||||||||||||||
Credit Facility | Term Loan Facility | Senior Notes | Note Payable | Total | |||||||||||||||||
2015 | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||
2016 | — | — | — | 6,000 | 6,000 | ||||||||||||||||
2017 | 586,500 | — | — | — | 586,500 | ||||||||||||||||
2018 | — | — | — | — | — | ||||||||||||||||
2019 | — | — | — | — | — | ||||||||||||||||
Years thereafter | — | 398,000 | 350,000 | — | 748,000 | ||||||||||||||||
Total | $ | 586,500 | $ | 398,000 | $ | 350,000 | $ | 6,000 | $ | 1,340,500 | |||||||||||
Stock_Plans_Tables
Stock Plans (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||
Weighted Average for Key Assumptions in Determining Fair Value of Options Granted | The Company granted no options during 2014 or 2013. The weighted average for key assumptions used in determining the fair value of options granted in 2012 are as follows: | ||||||||
Expected volatility | 70.6 | % | |||||||
Weighted-average expected volatility | 70.6 | % | |||||||
Expected dividends | — | ||||||||
Expected term (in years) | 5.2 | ||||||||
Risk-free rate | 0.9 | % | |||||||
Share Based Compensation Activity | A summary of stock option activity under the Company’s equity incentive plans as of December 31, 2014 and changes during the year ended December 31, 2014 is presented below: | ||||||||
Weighted | |||||||||
Average | |||||||||
Number of | Exercise | ||||||||
Stock Options | Shares | Price | |||||||
Outstanding at January 1, 2014 | 872,049 | $ | 25.99 | ||||||
Granted | — | — | |||||||
Exercised | (572,337 | ) | 23.56 | ||||||
Canceled | (17,410 | ) | 45.25 | ||||||
Outstanding at December 31, 2014 | 282,302 | 30.88 | |||||||
Exercisable at December 31, 2014 | 153,289 | 35.58 | |||||||
A summary of the status of the Company’s Restricted Stock Awards as of December 31, 2014 and changes during the year ended December 31, 2014, is presented below: | |||||||||
Weighted | |||||||||
Average | |||||||||
Grant-Date | |||||||||
Restricted Stock Awards | Shares | Fair Value | |||||||
Nonvested shares at January 1, 2014 | 610,227 | $ | 34.2 | ||||||
Granted | 155,478 | 41.61 | |||||||
Vested | (166,435 | ) | 31.54 | ||||||
Canceled | (9,407 | ) | 41.47 | ||||||
Nonvested shares at December 31, 2014 | 589,863 | 36.61 | |||||||
Retirement_Plans_Tables
Retirement Plans (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Funded Status and Accrued Pension Cost | The following table sets forth the funded status at December 31 (amounts in thousands): | ||||||||||||
2014 | 2013 | ||||||||||||
CHANGE IN BENEFIT OBLIGATION: | |||||||||||||
Benefit obligation at beginning of year | $ | 80,901 | $ | 96,384 | |||||||||
Interest cost | 3,577 | 3,376 | |||||||||||
Actuarial (gain) loss | 14,458 | (11,560 | ) | ||||||||||
Benefits paid | (4,823 | ) | (7,299 | ) | |||||||||
Benefit obligation at end of year | 94,113 | 80,901 | |||||||||||
CHANGE IN PLAN ASSETS: | |||||||||||||
Fair value of plan assets at beginning of year | 74,976 | 69,611 | |||||||||||
Actual return on plan assets | 3,238 | 11,044 | |||||||||||
Employer contributions | 1,869 | 1,620 | |||||||||||
Benefits paid | (4,823 | ) | (7,299 | ) | |||||||||
Fair value of plan assets at end of year | 75,260 | 74,976 | |||||||||||
Funded status and accrued pension cost | $ | (18,853 | ) | $ | (5,925 | ) | |||||||
Allocation of Defined Benefit Pension Plans Assets by Asset Class | The allocation of the defined benefit pension plan’s assets as of the respective measurement date for each year, by asset class, are as follows (amounts in thousands): | ||||||||||||
Asset Class | 2014 | 2013 | |||||||||||
Cash | $ | 19,009 | $ | 698 | |||||||||
Equity securities | |||||||||||||
U.S. Large Cap (a) | 15,328 | 26,815 | |||||||||||
U.S. Mid Cap (a) | 5,495 | 10,144 | |||||||||||
International (b) | 4,929 | 8,545 | |||||||||||
Core fixed income (c) | 22,834 | 21,317 | |||||||||||
High-yield fixed income (d) | 7,665 | 7,457 | |||||||||||
Total | $ | 75,260 | $ | 74,976 | |||||||||
(a) | Consists of actively-managed domestic equity mutual funds. Underlying holdings are diversified by sector and industry. | ||||||||||||
(b) | Consists of an actively-managed international equity mutual fund. Underlying holdings are diversified by country, sector and industry. The fund may invest a portion of its assets in emerging markets, which entails additional risk. | ||||||||||||
(c) | Consists of an actively-managed fixed income mutual fund. The fund predominantly invests in investment-grade bonds of U.S. issuers from diverse sectors and industries. The fund also invests in government-backed debt. The fund can invest a portion of its assets in below-investment grade debt and non-U.S. debt, which entails additional risk. | ||||||||||||
(d) | Consists of actively-managed high-yield fixed income mutual funds. The funds invest in investment grade and below-investment grade bonds, with a focus on below-investment grade bonds of U.S. issuers. Underlying holdings are diversified by sector and industry. The funds can invest a portion of its assets in the debt of non-U.S. issuers, which entails additional risk. | ||||||||||||
Other Postretirement Benefit Plan [Member] | |||||||||||||
Net Periodic Pension (Income) Expense | Net postretirement benefit (income) expense reflected in the accompanying consolidated statements of operations included the following components for the years ended December 31 (amounts in thousands): | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Service cost | $ | — | $ | — | $ | 42 | |||||||
Interest cost | 221 | 194 | 790 | ||||||||||
Amortization of net actuarial loss | 445 | 477 | 491 | ||||||||||
Amortization of prior service credit | (1,314 | ) | (1,331 | ) | (682 | ) | |||||||
Curtailment gain | — | — | (310 | ) | |||||||||
Net postretirement benefit (income) expense | $ | (648 | ) | $ | (660 | ) | $ | 331 | |||||
Expected Future Benefit Payments | The Company expects to contribute $0.6 million to the plan in 2015. Based on the Company’s assumptions discussed above, the Company expects to make the following estimated future benefit payments under the plan during the years ending December 31 (amounts in thousands): | ||||||||||||
2015 | $ | 620 | |||||||||||
2016 | 594 | ||||||||||||
2017 | 569 | ||||||||||||
2018 | 531 | ||||||||||||
2019 | 507 | ||||||||||||
2020-2024 | 2,098 | ||||||||||||
Pension Plan [Member] | |||||||||||||
Net Periodic Pension (Income) Expense | Net periodic pension (income) expense reflected in the accompanying consolidated statements of operations included the following components for the years ended December 31 (amounts in thousands): | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Interest cost | $ | 3,577 | $ | 3,376 | $ | 3,655 | |||||||
Expected return on plan assets | (5,597 | ) | (5,197 | ) | (4,808 | ) | |||||||
Recognized net actuarial loss | 470 | 839 | 3,611 | ||||||||||
Net settlement loss | — | 1,878 | 1,960 | ||||||||||
Total net periodic pension (income) expense | $ | (1,550 | ) | $ | 896 | $ | 4,418 | ||||||
Expected Future Benefit Payments | Company expects to make the following estimated future benefit payments under the plan during the years ending December 31 (amounts in thousands): | ||||||||||||
2015 | $ | 4,291 | |||||||||||
2016 | 3,967 | ||||||||||||
2017 | 4,239 | ||||||||||||
2018 | 4,948 | ||||||||||||
2019 | 5,634 | ||||||||||||
2020 - 2024 | 27,831 | ||||||||||||
Benefit Obligation [Member] | Other Postretirement Benefit Plan [Member] | |||||||||||||
Weighted Average Assumptions | The weighted-average assumptions used to determine the benefit obligation at December 31 are as follows: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Discount rate | 3.32 | % | 3.94 | % | 3.08 | % | |||||||
Measurement date | 12/31/14 | 12/31/13 | 12/31/12 | ||||||||||
Benefit Obligation [Member] | Pension Plan [Member] | |||||||||||||
Weighted Average Assumptions | The weighted-average assumptions used to determine the benefit obligation at December 31 are as follows: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Discount rate | 3.66 | % | 4.49 | % | 3.6 | % | |||||||
Rate of compensation increase | N/A | N/A | N/A | ||||||||||
Measurement date | 12/31/14 | 12/31/13 | 12/31/12 | ||||||||||
Postretirement Benefit Expense[Member] | Other Postretirement Benefit Plan [Member] | |||||||||||||
Weighted Average Assumptions | The weighted-average assumptions used to determine the net postretirement benefit expense for years ended December 31 are as follows: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Discount rate | 3.94 | % | 3.08 | % | 3.92 | % | |||||||
Measurement date | 12/31/14 | 12/31/13 | 12/31/12 | ||||||||||
Pension Expense [Member] | Pension Plan [Member] | |||||||||||||
Weighted Average Assumptions | The weighted-average assumptions used to determine the net periodic pension expense for years ended December 31 are as follows: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Discount rate | 4.49 | % | 3.85 | % | 3.98 | % | |||||||
Rate of compensation increase | N/A | N/A | N/A | ||||||||||
Expected long-term rate of return on plan assets | 7.5 | % | 7.5 | % | 7.5 | % | |||||||
Measurement date | 12/31/14 | 12/31/13 | 12/31/12 |
Postretirement_Benefits_Other_1
Postretirement Benefits Other than Pensions (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Text Block [Abstract] | |||||||||
Change in Benefit Obligation of the Postretirement Plans to the Accrued Postretirement Liability | The following table reconciles the change in benefit obligation of the postretirement plans to the accrued postretirement liability as reflected in other liabilities in the accompanying consolidated balance sheets at December 31 (amounts in thousands): | ||||||||
2014 | 2013 | ||||||||
Benefit obligation at beginning of year | $ | 5,848 | $ | 8,747 | |||||
Interest cost | 221 | 194 | |||||||
Actuarial loss | 939 | 319 | |||||||
Amendments | — | (2,828 | ) | ||||||
Benefits paid | (316 | ) | (584 | ) | |||||
Benefit obligation at end of year | $ | 6,692 | $ | 5,848 | |||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Equity [Abstract] | |||||||||||||
Summary of Changes in Accumulated Other Comprehensive Loss | Changes in accumulated other comprehensive loss consisted of the following (amounts in thousands): | ||||||||||||
Balance, December 31, 2011 | $ | (36,031 | ) | ||||||||||
Unrealized gains arising during period | 14,451 | ||||||||||||
Amounts reclassified from accumulated other comprehensive loss | 3,601 | ||||||||||||
Income tax expense | (6,624 | ) | |||||||||||
Net other comprehensive income | 11,428 | ||||||||||||
Balance, December 31, 2012 | $ | (24,603 | ) | ||||||||||
Unrealized gains arising during period | 23,172 | ||||||||||||
Amounts reclassified from accumulated other comprehensive loss | 204 | ||||||||||||
Income tax expense | (7,892 | ) | |||||||||||
Net other comprehensive income | 15,484 | ||||||||||||
Balance, December 31, 2013 | $ | (9,119 | ) | ||||||||||
Unrealized losses arising during period | (20,231 | ) | |||||||||||
Amounts reclassified from accumulated other comprehensive income | (235 | ) | |||||||||||
Income tax expense | 3,254 | ||||||||||||
Net other comprehensive loss | (17,212 | ) | |||||||||||
Balance, December 31, 2014 | $ | (26,331 | ) | ||||||||||
Summary of Amount Reclassified from Accumulated Comprehensive Loss Related to Company's Minimum Pension Liability | Amounts reclassified from accumulated comprehensive (income) loss related to the Company’s minimum pension liability are presented in the accompanying consolidated statements of operations as follows (amounts in thousands): | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Other hotel expenses | $ | (309 | ) | $ | (119 | ) | $ | 1,642 | |||||
Opry and Attractions operating expenses | (24 | ) | 21 | 413 | |||||||||
Corporate operating expenses | 98 | 302 | 1,546 | ||||||||||
$ | (235 | ) | $ | 204 | $ | 3,601 | |||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Benefit for Income Taxes from Continuing Operations | The benefit for income taxes for continuing operations consists of the following (amounts in thousands): | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
CURRENT: | |||||||||||||
Federal | $ | (2,071 | ) | $ | 4,528 | $ | (5,622 | ) | |||||
State | (2,339 | ) | (1,396 | ) | (1,449 | ) | |||||||
Total current (provision) benefit | (4,410 | ) | 3,132 | (7,071 | ) | ||||||||
DEFERRED: | |||||||||||||
Federal | 2,588 | 84,918 | 7,415 | ||||||||||
State | 3,289 | 4,612 | 1,690 | ||||||||||
Total deferred benefit | 5,877 | 89,530 | 9,105 | ||||||||||
Total benefit for income taxes | $ | 1,467 | $ | 92,662 | $ | 2,034 | |||||||
Summary of Taxability of Cash Distributions Paid on Common Shares | The estimated taxability of cash distributions to common shareholders is as follows (per common share): | ||||||||||||
2014 | 2013 | ||||||||||||
Ordinary income | $ | 2.3 | $ | 1.39 | |||||||||
Capital gains | 0.17 | 0.02 | |||||||||||
Return of capital | — | 0.09 | |||||||||||
$ | 2.47 | $ | 1.5 | ||||||||||
Differences Between the Income Tax (Provision) Benefit Calculated at the Statutory U.S. Federal Income Tax Rate of 35% and the Actual Income Tax Benefit Recorded for Continuing Operations | The differences between the income tax (provision) benefit calculated at the statutory U.S. federal income tax rate of 35% and the actual income tax benefit recorded for continuing operations are as follows (amounts in thousands): | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Statutory federal income tax (provision) benefit | $ | (43,750 | ) | $ | (9,035 | ) | $ | 10,034 | |||||
Adjustment for nontaxable income of the REIT | 44,701 | 32,642 | — | ||||||||||
State taxes (net of federal tax benefit and change in valuation allowance) | 950 | 3,216 | (523 | ) | |||||||||
Permanent items | (160 | ) | 1,092 | (384 | ) | ||||||||
Nondeductible compensation | — | — | (2,319 | ) | |||||||||
Nondeductible transaction costs | — | — | (6,632 | ) | |||||||||
Federal tax credits | 112 | — | 542 | ||||||||||
Federal valuation allowance | (853 | ) | (3,509 | ) | 884 | ||||||||
Unrecognized tax benefits | — | 6,261 | 432 | ||||||||||
REIT conversion | — | 62,063 | — | ||||||||||
Other | 467 | (68 | ) | — | |||||||||
$ | 1,467 | $ | 92,662 | $ | 2,034 | ||||||||
Components of Company's Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities at December 31 are as follows (amounts in thousands): | ||||||||||||
2014 | 2013 | ||||||||||||
DEFERRED TAX ASSETS: | |||||||||||||
Accounting reserves and accruals | $ | 22,023 | $ | 20,371 | |||||||||
Defined benefit plan | 7,285 | 2,305 | |||||||||||
Deferred management rights proceeds | 70,887 | 72,125 | |||||||||||
Rent escalation | 147 | 137 | |||||||||||
Federal and State net operating loss carryforwards | 47,156 | 43,069 | |||||||||||
Tax credits and other carryforwards | 1,016 | 2,073 | |||||||||||
Other assets | 7,806 | 10,290 | |||||||||||
Total deferred tax assets | 156,320 | 150,370 | |||||||||||
Valuation allowance | (98,445 | ) | (97,641 | ) | |||||||||
Total deferred tax assets, net of valuation allowance | 57,875 | 52,729 | |||||||||||
DEFERRED TAX LIABILITIES: | |||||||||||||
Property and equipment, net | 68,047 | 71,700 | |||||||||||
Goodwill and other intangibles | 1,727 | 2,650 | |||||||||||
Other liabilities | 2,385 | 1,496 | |||||||||||
Total deferred tax liabilities | 72,159 | 75,846 | |||||||||||
Net deferred tax liabilities | $ | 14,284 | $ | 23,117 | |||||||||
Reconciliation of Beginning and Ending Gross Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending gross amount of unrecognized tax benefits (exclusive of interest and penalties) is as follows: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Unrecognized tax benefits at beginning of year | $ | — | $ | 13,162 | $ | 14,141 | |||||||
Additions based on tax positions related to the current year | — | — | 7 | ||||||||||
Reductions for tax positions of prior years | — | — | (222 | ) | |||||||||
Reductions due to settlements with taxing authorities | — | (12,327 | ) | — | |||||||||
Reductions due to expiration of certain statute of limitations | — | (835 | ) | (764 | ) | ||||||||
Unrecognized tax benefits at end of year | $ | — | $ | — | $ | 13,162 | |||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||
Amounts of Assets Under Capitalized Lease Agreements and Related Obligations are Included in Debt | In the accompanying consolidated balance sheets, the following amounts of assets under capitalized lease agreements are included as shown and the related obligations are included in debt (amounts in thousands): | ||||||||
2014 | 2013 | ||||||||
Property and equipment | $ | 4,367 | $ | 3,736 | |||||
Prepaid expenses and other assets | 130 | 130 | |||||||
Accumulated depreciation | (2,584 | ) | (2,377 | ) | |||||
Net assets under capital leases | $ | 1,913 | $ | 1,489 | |||||
Future Minimum Cash Lease Commitments Under All Non-Cancelable Leases in Effect for Continuing Operations | Future minimum cash lease commitments under all non-cancelable leases in effect at December 31, 2014 are as follows (amounts in thousands): | ||||||||
Capital | Operating | ||||||||
Leases | Leases | ||||||||
2015 | $ | 409 | $ | 5,097 | |||||
2016 | 46 | 4,704 | |||||||
2017 | 46 | 4,279 | |||||||
2018 | 46 | 4,348 | |||||||
2019 | 46 | 4,579 | |||||||
Years thereafter | 842 | 604,801 | |||||||
Total minimum lease payments | 1,435 | $ | 627,808 | ||||||
Less amount representing interest | (380 | ) | |||||||
Total present value of minimum payments | 1,055 | ||||||||
Less current portion of obligations | (377 | ) | |||||||
Long-term obligations | $ | 678 | |||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | The Company had no liabilities required to be measured at fair value at December 31, 2013. The Company’s assets and liabilities measured at fair value on a recurring basis at December 31, were as follows (in thousands): | ||||||||||||||||
December 31, | Markets for | Observable | Unobservable | ||||||||||||||
2014 | Identical Assets | Inputs | Inputs | ||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||
Deferred compensation plan investments | $ | 19,712 | $ | 19,712 | $ | — | $ | — | |||||||||
Total assets measured at fair value | $ | 19,712 | $ | 19,712 | $ | — | $ | — | |||||||||
Warrant liability | $ | 134,477 | $ | — | $ | 134,477 | $ | — | |||||||||
Total liabilities measured at fair value | $ | 134,477 | $ | — | $ | 134,477 | $ | — | |||||||||
December 31, | Markets for | Observable | Unobservable | ||||||||||||||
2013 | Identical Assets | Inputs | Inputs | ||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||
Deferred compensation plan investments | $ | 18,883 | $ | 18,883 | $ | — | $ | — | |||||||||
Total assets measured at fair value | $ | 18,883 | $ | 18,883 | $ | — | $ | — | |||||||||
Financial_Reporting_By_Busines1
Financial Reporting By Business Segments (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Segment Reporting [Abstract] | |||||||||||||
Segments Internal Financial Reports | The following information (amounts in thousands) is derived directly from the segments’ internal financial reports used for corporate management purposes. | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
REVENUES: | |||||||||||||
Hospitality | $ | 954,166 | $ | 878,509 | $ | 916,041 | |||||||
Opry and Attractions | 86,825 | 76,053 | 70,553 | ||||||||||
Corporate and Other | — | — | — | ||||||||||
Total revenues | $ | 1,040,991 | $ | 954,562 | $ | 986,594 | |||||||
DEPRECIATION AND AMORTIZATION: | |||||||||||||
Hospitality | $ | 103,422 | $ | 103,147 | $ | 107,343 | |||||||
Opry and Attractions | 5,258 | 5,368 | 5,119 | ||||||||||
Corporate and Other | 3,598 | 8,013 | 18,229 | ||||||||||
Total depreciation and amortization | $ | 112,278 | $ | 116,528 | $ | 130,691 | |||||||
OPERATING INCOME (LOSS): | |||||||||||||
Hospitality | $ | 162,535 | $ | 121,556 | $ | 150,210 | |||||||
Opry and Attractions | 21,752 | 14,157 | 13,305 | ||||||||||
Corporate and Other | (31,171 | ) | (34,305 | ) | (65,107 | ) | |||||||
REIT conversion costs | — | (22,190 | ) | (101,964 | ) | ||||||||
Casualty loss | — | (54 | ) | (858 | ) | ||||||||
Preopening costs | (11 | ) | — | (340 | ) | ||||||||
Impairment and other charges | — | (2,976 | ) | — | |||||||||
Total operating income (loss) | 153,105 | 76,188 | (4,754 | ) | |||||||||
Interest expense, net of amounts capitalized | (61,447 | ) | (60,916 | ) | (58,582 | ) | |||||||
Interest income | 12,075 | 12,267 | 12,307 | ||||||||||
Income from unconsolidated companies | — | 10 | 109 | ||||||||||
Loss on extinguishment of debt | (2,148 | ) | (4,181 | ) | — | ||||||||
Other gains and (losses) | 23,415 | 2,447 | 22,251 | ||||||||||
Income (loss) before income taxes and discontinued operations | $ | 125,000 | $ | 25,815 | $ | (28,669 | ) | ||||||
December 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
IDENTIFIABLE ASSETS: | |||||||||||||
Hospitality | $ | 2,207,043 | $ | 2,237,888 | |||||||||
Opry and Attractions | 80,127 | 79,770 | |||||||||||
Corporate and Other | 125,827 | 106,689 | |||||||||||
Discontinued operations | 149 | 282 | |||||||||||
Total identifiable assets | $ | 2,413,146 | $ | 2,424,629 | |||||||||
Capital Expenditures for Continuing Operations | The following table represents the capital expenditures by segment for the years ended December 31 (amounts in thousands): | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
CAPITAL EXPENDITURES: | |||||||||||||
Hospitality | $ | 46,440 | $ | 32,266 | $ | 73,170 | |||||||
Opry and Attractions | 4,760 | 2,688 | 7,347 | ||||||||||
Corporate and other | 7,177 | 2,005 | 14,716 | ||||||||||
Total capital expenditures | $ | 58,377 | $ | 36,959 | $ | 95,233 | |||||||
Quarterly_Financial_Informatio1
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Unaudited Quarterly Financial Data | The sum of the quarterly per share amounts may not equal the annual totals due to rounding. | ||||||||||||||||
2014 | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
Revenues | $ | 246,451 | $ | 257,913 | $ | 245,015 | $ | 291,612 | |||||||||
Depreciation and amortization | 28,003 | 28,232 | 28,033 | 28,010 | |||||||||||||
Operating income | 32,797 | 47,486 | 29,083 | 43,739 | |||||||||||||
Income before income taxes and discontinued operations | 20,158 | 28,555 | 14,654 | 61,633 | |||||||||||||
(Provision) benefit for income taxes | 484 | (576 | ) | 463 | 1,096 | ||||||||||||
Income from continuing operations | 20,642 | 27,979 | 15,117 | 62,729 | |||||||||||||
Income (loss) from discontinued operations, net of taxes | 11 | 12 | 13 | (51 | ) | ||||||||||||
Net income | 20,653 | 27,991 | 15,130 | 62,678 | |||||||||||||
Net income available to common stockholders | 20,653 | 23,039 | 15,130 | 62,213 | |||||||||||||
Net income per share | 0.41 | 0.45 | 0.3 | 1.22 | |||||||||||||
Net income per share - assuming dilution | 0.32 | 0.38 | 0.25 | 1.21 | |||||||||||||
2013 | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
Revenues | $ | 222,113 | $ | 245,183 | $ | 221,196 | $ | 266,070 | |||||||||
Depreciation and amortization | 32,009 | 29,054 | 27,916 | 27,549 | |||||||||||||
Operating income (loss) | (2,244 | ) | 28,903 | 19,803 | 29,726 | ||||||||||||
Income (loss) before income taxes and discontinued operations | (12,522 | ) | 14,584 | 5,783 | 17,970 | ||||||||||||
Benefit for income taxes | 66,292 | 1,784 | 12,450 | 12,136 | |||||||||||||
Income from continuing operations | 53,770 | 16,368 | 18,233 | 30,106 | |||||||||||||
Income (loss) from discontinued operations, net of taxes | 10 | 11 | (202 | ) | 56 | ||||||||||||
Net income | 53,780 | 16,379 | 18,031 | 30,162 | |||||||||||||
Net income available to common stockholders | 53,780 | 11,510 | 18,031 | 30,162 | |||||||||||||
Net income per share | 1.03 | 0.22 | 0.36 | 0.6 | |||||||||||||
Net income per share — assuming dilution | 0.81 | 0.18 | 0.3 | 0.48 |
Information_Concerning_Guarant1
Information Concerning Guarantor and Non-Guarantor Subsidiaries (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||
Condensed Consolidating Balance Sheet | RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES | ||||||||||||||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | |||||||||||||||||||||||||
As of December 31, 2014 | |||||||||||||||||||||||||
(in thousands) | Parent | Issuer | Guarantors | Non- | Eliminations | Consolidated | |||||||||||||||||||
Guarantor | Guarantors | ||||||||||||||||||||||||
ASSETS: | |||||||||||||||||||||||||
Property and equipment, net of accumulated depreciation | $ | 6,574 | $ | — | $ | 1,691,996 | $ | 337,691 | $ | — | $ | 2,036,261 | |||||||||||||
Cash and cash equivalents - unrestricted | 392 | 1,001 | 36 | 74,979 | — | 76,408 | |||||||||||||||||||
Cash and cash equivalents - restricted | — | — | — | 17,410 | — | 17,410 | |||||||||||||||||||
Notes receivable | — | — | — | 149,612 | — | 149,612 | |||||||||||||||||||
Trade receivables, less allowance | — | — | — | 45,188 | — | 45,188 | |||||||||||||||||||
Deferred financing costs | — | 21,646 | — | — | — | 21,646 | |||||||||||||||||||
Prepaid expenses and other assets | 16,908 | 33 | 75,335 | 50,713 | (76,368 | ) | 66,621 | ||||||||||||||||||
Intercompany receivables, net | — | 219,772 | 1,073,805 | — | (1,293,577 | ) | — | ||||||||||||||||||
Investments | 1,587,425 | 2,767,163 | 526,645 | 695,896 | (5,577,129 | ) | — | ||||||||||||||||||
Total assets | $ | 1,611,299 | $ | 3,009,615 | $ | 3,367,817 | $ | 1,371,489 | $ | (6,947,074 | ) | $ | 2,413,146 | ||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY: | |||||||||||||||||||||||||
Debt and capital lease obligations | $ | — | $ | 1,340,500 | $ | — | $ | 1,055 | $ | — | $ | 1,341,555 | |||||||||||||
Accounts payable and accrued liabilities | 36 | 7,248 | 216 | 235,999 | (76,651 | ) | 166,848 | ||||||||||||||||||
Deferred income tax liabilities, net | 7,258 | — | 616 | 6,410 | — | 14,284 | |||||||||||||||||||
Deferred management rights proceeds | — | — | — | 183,423 | — | 183,423 | |||||||||||||||||||
Dividends payable | 29,133 | — | — | — | — | 29,133 | |||||||||||||||||||
Derivative liabilities | 134,477 | — | — | — | — | 134,477 | |||||||||||||||||||
Other liabilities | — | — | 79,382 | 62,354 | 283 | 142,019 | |||||||||||||||||||
Intercompany payables, net | 1,038,988 | — | — | 254,589 | (1,293,577 | ) | — | ||||||||||||||||||
Commitments and contingencies | |||||||||||||||||||||||||
Stockholders’ equity: | |||||||||||||||||||||||||
Preferred stock | — | — | — | — | — | — | |||||||||||||||||||
Common stock | 510 | 1 | 1 | 2,387 | (2,389 | ) | 510 | ||||||||||||||||||
Additional paid-in-capital | 882,193 | 1,741,705 | 2,803,719 | 1,183,941 | (5,729,365 | ) | 882,193 | ||||||||||||||||||
Treasury stock | (8,002 | ) | — | — | — | — | (8,002 | ) | |||||||||||||||||
Accumulated deficit | (446,963 | ) | (79,839 | ) | 483,883 | (532,338 | ) | 128,294 | (446,963 | ) | |||||||||||||||
Accumulated other comprehensive loss | (26,331 | ) | — | — | (26,331 | ) | 26,331 | (26,331 | ) | ||||||||||||||||
Total stockholders’ equity | 401,407 | 1,661,867 | 3,287,603 | 627,659 | (5,577,129 | ) | 401,407 | ||||||||||||||||||
Total liabilities and stockholders’ equity | $ | 1,611,299 | $ | 3,009,615 | $ | 3,367,817 | $ | 1,371,489 | $ | (6,947,074 | ) | $ | 2,413,146 | ||||||||||||
RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES | |||||||||||||||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | |||||||||||||||||||||||||
As of December 31, 2013 | |||||||||||||||||||||||||
(in thousands) | Parent | Issuer | Guarantors | Non- | Eliminations | Consolidated | |||||||||||||||||||
Guarantor | Guarantors | ||||||||||||||||||||||||
ASSETS: | |||||||||||||||||||||||||
Property and equipment, net of accumulated depreciation | $ | — | $ | — | $ | 1,751,479 | $ | 316,518 | $ | — | $ | 2,067,997 | |||||||||||||
Cash and cash equivalents - unrestricted | — | 714 | — | 60,865 | — | 61,579 | |||||||||||||||||||
Cash and cash equivalents - restricted | — | — | — | 20,169 | — | 20,169 | |||||||||||||||||||
Notes receivable | — | — | — | 148,350 | — | 148,350 | |||||||||||||||||||
Trade receivables, less allowance | — | — | — | 51,796 | (14 | ) | 51,782 | ||||||||||||||||||
Deferred financing costs | — | 19,306 | — | — | — | 19,306 | |||||||||||||||||||
Prepaid expenses and other assets | — | 3 | 227,608 | 58,267 | (230,432 | ) | 55,446 | ||||||||||||||||||
Intercompany receivables, net | 90,184 | — | 697,908 | 172,064 | (960,156 | ) | — | ||||||||||||||||||
Investments | 1,727,143 | 2,767,163 | 526,644 | 436,828 | (5,457,778 | ) | — | ||||||||||||||||||
Total assets | $ | 1,817,327 | $ | 2,787,186 | $ | 3,203,639 | $ | 1,264,857 | $ | (6,648,380 | ) | $ | 2,424,629 | ||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY: | |||||||||||||||||||||||||
Debt and capital lease obligations | $ | 293,962 | $ | 859,500 | $ | — | $ | 958 | $ | — | $ | 1,154,420 | |||||||||||||
Accounts payable and accrued liabilities | (14 | ) | 8,164 | 1,470 | 378,448 | (230,729 | ) | 157,339 | |||||||||||||||||
Deferred income tax liabilities, net | 6,528 | (15 | ) | 654 | 15,950 | — | 23,117 | ||||||||||||||||||
Deferred management rights proceeds | — | — | — | 186,346 | — | 186,346 | |||||||||||||||||||
Dividends payable | 25,780 | — | — | — | — | 25,780 | |||||||||||||||||||
Other liabilities | — | — | 73,673 | 45,976 | 283 | 119,932 | |||||||||||||||||||
Intercompany payables, net | 733,376 | 211,925 | 14,855 | — | (960,156 | ) | — | ||||||||||||||||||
Commitments and contingencies | |||||||||||||||||||||||||
Stockholders’ equity: | |||||||||||||||||||||||||
Preferred stock | — | — | — | — | — | — | |||||||||||||||||||
Common stock | 505 | 1 | 1 | 2,387 | (2,389 | ) | 505 | ||||||||||||||||||
Additional paid-in-capital | 1,228,845 | 1,741,704 | 2,803,623 | 1,184,038 | (5,729,365 | ) | 1,228,845 | ||||||||||||||||||
Treasury stock | (7,766 | ) | — | — | — | — | (7,766 | ) | |||||||||||||||||
Accumulated deficit | (454,770 | ) | (34,093 | ) | 309,363 | (540,127 | ) | 264,857 | (454,770 | ) | |||||||||||||||
Accumulated other comprehensive loss | (9,119 | ) | — | — | (9,119 | ) | 9,119 | (9,119 | ) | ||||||||||||||||
Total stockholders’ equity | 757,695 | 1,707,612 | 3,112,987 | 637,179 | (5,457,778 | ) | 757,695 | ||||||||||||||||||
Total liabilities and stockholders’ equity | $ | 1,817,327 | $ | 2,787,186 | $ | 3,203,639 | $ | 1,264,857 | $ | (6,648,380 | ) | $ | 2,424,629 | ||||||||||||
Condensed Consolidating Statement of Operations and Comprehensive Income | RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES | ||||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS | |||||||||||||||||||||||||
AND COMPREHENSIVE INCOME | |||||||||||||||||||||||||
For the Year Ended December 31, 2014 | |||||||||||||||||||||||||
(in thousands) | Parent | Issuer | Guarantors | Non- | Eliminations | Consolidated | |||||||||||||||||||
Guarantor | Guarantors | ||||||||||||||||||||||||
Revenues: | |||||||||||||||||||||||||
Rooms | $ | — | $ | — | $ | — | $ | 384,185 | $ | — | $ | 384,185 | |||||||||||||
Food and beverage | — | — | — | 412,061 | — | 412,061 | |||||||||||||||||||
Other hotel revenue | — | — | 286,816 | 176,617 | (305,513 | ) | 157,920 | ||||||||||||||||||
Opry and Attractions | 331 | — | — | 87,433 | (939 | ) | 86,825 | ||||||||||||||||||
Total revenues | 331 | — | 286,816 | 1,060,296 | (306,452 | ) | 1,040,991 | ||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||
Rooms | — | — | — | 116,103 | — | 116,103 | |||||||||||||||||||
Food and beverage | — | — | — | 248,358 | — | 248,358 | |||||||||||||||||||
Other hotel expenses | — | — | 44,160 | 550,892 | (287,455 | ) | 307,597 | ||||||||||||||||||
Management fees | — | — | — | 16,151 | — | 16,151 | |||||||||||||||||||
Total hotel operating expenses | — | — | 44,160 | 931,504 | (287,455 | ) | 688,209 | ||||||||||||||||||
Opry and Attractions | — | — | — | 59,747 | 68 | 59,815 | |||||||||||||||||||
Corporate | 97 | 1,189 | 2 | 26,285 | — | 27,573 | |||||||||||||||||||
Corporate overhead allocation | 10,561 | — | 8,504 | — | (19,065 | ) | — | ||||||||||||||||||
Preopening costs | — | — | — | 11 | — | 11 | |||||||||||||||||||
Depreciation and amortization | 84 | — | 59,420 | 52,774 | — | 112,278 | |||||||||||||||||||
Total operating expenses | 10,742 | 1,189 | 112,086 | 1,070,321 | (306,452 | ) | 887,886 | ||||||||||||||||||
Operating income (loss) | (10,411 | ) | (1,189 | ) | 174,730 | (10,025 | ) | — | 153,105 | ||||||||||||||||
Interest expense, net of amounts capitalized | (16,918 | ) | (44,555 | ) | — | 26 | — | (61,447 | ) | ||||||||||||||||
Interest income | — | — | — | 12,075 | — | 12,075 | |||||||||||||||||||
Loss on extinguishment of debt | (2,148 | ) | — | — | — | — | (2,148 | ) | |||||||||||||||||
Other gains and (losses), net | 21,892 | — | — | 1,523 | — | 23,415 | |||||||||||||||||||
Income (loss) before income taxes and discontinued operations | (7,585 | ) | (45,744 | ) | 174,730 | 3,599 | — | 125,000 | |||||||||||||||||
(Provision) benefit for income taxes | (2,526 | ) | (2 | ) | (210 | ) | 4,205 | — | 1,467 | ||||||||||||||||
Equity in subsidiaries’ earnings, net | 136,563 | — | — | — | (136,563 | ) | — | ||||||||||||||||||
Income (loss) from continuing operations | 126,452 | (45,746 | ) | 174,520 | 7,804 | (136,563 | ) | 126,467 | |||||||||||||||||
Loss from discontinued operations, net of taxes | — | — | — | (15 | ) | — | (15 | ) | |||||||||||||||||
Net income (loss) | $ | 126,452 | $ | (45,746 | ) | $ | 174,520 | $ | 7,789 | $ | (136,563 | ) | $ | 126,452 | |||||||||||
Comprehensive income (loss) | $ | 109,240 | $ | (45,746 | ) | $ | 174,520 | $ | (9,423 | ) | $ | (119,351 | ) | $ | 109,240 | ||||||||||
RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES | |||||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS | |||||||||||||||||||||||||
AND COMPREHENSIVE INCOME | |||||||||||||||||||||||||
For the Year Ended December 31, 2013 | |||||||||||||||||||||||||
(in thousands) | Parent | Issuer | Guarantors | Non- | Eliminations | Consolidated | |||||||||||||||||||
Guarantor | Guarantors | ||||||||||||||||||||||||
Revenues: | |||||||||||||||||||||||||
Rooms | $ | — | $ | — | $ | — | $ | 357,313 | $ | — | $ | 357,313 | |||||||||||||
Food and beverage | — | — | — | 382,340 | — | 382,340 | |||||||||||||||||||
Other hotel revenue | — | — | 266,971 | 152,802 | (280,917 | ) | 138,856 | ||||||||||||||||||
Opry and Attractions | — | — | — | 76,805 | (752 | ) | 76,053 | ||||||||||||||||||
Total revenues | — | — | 266,971 | 969,260 | (281,669 | ) | 954,562 | ||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||
Rooms | — | — | — | 106,849 | — | 106,849 | |||||||||||||||||||
Food and beverage | — | — | — | 237,153 | — | 237,153 | |||||||||||||||||||
Other hotel expenses | — | — | 44,589 | 517,933 | (267,370 | ) | 295,152 | ||||||||||||||||||
Management fees | — | — | — | 14,652 | — | 14,652 | |||||||||||||||||||
Total hotel operating expenses | — | — | 44,589 | 876,587 | (267,370 | ) | 653,806 | ||||||||||||||||||
Opry and Attractions | — | — | — | 56,662 | (134 | ) | 56,528 | ||||||||||||||||||
Corporate | 12 | 1,751 | — | 24,529 | — | 26,292 | |||||||||||||||||||
Corporate overhead allocation | 8,766 | — | 5,399 | — | (14,165 | ) | — | ||||||||||||||||||
REIT conversion costs | — | — | — | 22,190 | — | 22,190 | |||||||||||||||||||
Casualty loss | — | — | — | 54 | — | 54 | |||||||||||||||||||
Impairment and other charges (non-REIT conversion costs) | — | — | 2,537 | 439 | — | 2,976 | |||||||||||||||||||
Depreciation and amortization | — | — | 59,539 | 56,989 | — | 116,528 | |||||||||||||||||||
Total operating expenses | 8,778 | 1,751 | 112,064 | 1,037,450 | (281,669 | ) | 878,374 | ||||||||||||||||||
Operating income (loss) | (8,778 | ) | (1,751 | ) | 154,907 | (68,190 | ) | — | 76,188 | ||||||||||||||||
Interest expense, net of amounts capitalized | (28,775 | ) | (32,092 | ) | — | (49 | ) | — | (60,916 | ) | |||||||||||||||
Interest income | — | — | — | 12,267 | — | 12,267 | |||||||||||||||||||
Income from unconsolidated companies | — | — | — | 10 | — | 10 | |||||||||||||||||||
Loss on extinguishment of debt | (4,181 | ) | — | — | — | — | (4,181 | ) | |||||||||||||||||
Other gains and (losses), net | — | — | — | 2,447 | — | 2,447 | |||||||||||||||||||
Income (loss) before income taxes and discontinued operations | (41,734 | ) | (33,843 | ) | 154,907 | (53,515 | ) | — | 25,815 | ||||||||||||||||
(Provision) benefit for income taxes | 1,902 | 2,695 | 132,521 | (44,456 | ) | — | 92,662 | ||||||||||||||||||
Equity in subsidiaries’ earnings, net | 158,184 | — | — | — | (158,184 | ) | — | ||||||||||||||||||
Income (loss) from continuing operations | 118,352 | (31,148 | ) | 287,428 | (97,971 | ) | (158,184 | ) | 118,477 | ||||||||||||||||
Loss from discontinued operations, net of taxes | — | — | — | (125 | ) | — | (125 | ) | |||||||||||||||||
Net income (loss) | $ | 118,352 | $ | (31,148 | ) | $ | 287,428 | $ | (98,096 | ) | $ | (158,184 | ) | $ | 118,352 | ||||||||||
Comprehensive income (loss) | $ | 133,836 | $ | (31,148 | ) | $ | 287,428 | $ | (82,612 | ) | $ | (173,668 | ) | $ | 133,836 | ||||||||||
RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES | |||||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS | |||||||||||||||||||||||||
AND COMPREHENSIVE INCOME | |||||||||||||||||||||||||
For the Year Ended December 31, 2012 | |||||||||||||||||||||||||
(in thousands) | Parent | Issuer | Guarantors | Non- | Eliminations | Consolidated | |||||||||||||||||||
Guarantor | Guarantors | ||||||||||||||||||||||||
Revenues: | |||||||||||||||||||||||||
Rooms | $ | — | $ | — | $ | — | $ | 365,611 | $ | — | $ | 365,611 | |||||||||||||
Food and beverage | — | — | — | 401,252 | — | 401,252 | |||||||||||||||||||
Other hotel revenue | 6,281 | — | 66,211 | 149,393 | (72,707 | ) | 149,178 | ||||||||||||||||||
Opry and Attractions | — | — | — | 71,279 | (726 | ) | 70,553 | ||||||||||||||||||
Total revenues | 6,281 | — | 66,211 | 987,535 | (73,433 | ) | 986,594 | ||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||
Rooms | — | — | — | 96,900 | — | 96,900 | |||||||||||||||||||
Food and beverage | — | — | — | 242,739 | — | 242,739 | |||||||||||||||||||
Other hotel expenses | — | — | 11,504 | 370,241 | (67,102 | ) | 314,643 | ||||||||||||||||||
Management fees | — | — | — | 4,207 | — | 4,207 | |||||||||||||||||||
Total hotel operating expenses | — | — | 11,504 | 714,087 | (67,102 | ) | 658,489 | ||||||||||||||||||
Opry and Attractions | — | — | — | 52,208 | (78 | ) | 52,130 | ||||||||||||||||||
Corporate | 19,790 | — | — | 27,086 | — | 46,876 | |||||||||||||||||||
Corporate overhead allocation | — | — | — | 6,253 | (6,253 | ) | — | ||||||||||||||||||
REIT conversion costs | 42,303 | — | — | 59,661 | — | 101,964 | |||||||||||||||||||
Casualty loss | 429 | — | — | 429 | — | 858 | |||||||||||||||||||
Preopening costs | 22 | — | — | 318 | — | 340 | |||||||||||||||||||
Depreciation and amortization | 2,377 | — | 9,960 | 118,354 | — | 130,691 | |||||||||||||||||||
Total operating expenses | 64,921 | — | 21,464 | 978,396 | (73,433 | ) | 991,348 | ||||||||||||||||||
Operating income (loss) | (58,640 | ) | — | 44,747 | 9,139 | — | (4,754 | ) | |||||||||||||||||
Interest expense, net of amounts capitalized | (54,896 | ) | (4,584 | ) | (10,841 | ) | (110,821 | ) | 122,560 | (58,582 | ) | ||||||||||||||
Interest income | 100,455 | — | 2,609 | 31,803 | (122,560 | ) | 12,307 | ||||||||||||||||||
Income from unconsolidated companies | — | — | — | 109 | — | 109 | |||||||||||||||||||
Other gains and (losses), net | 20,000 | — | — | 2,251 | — | 22,251 | |||||||||||||||||||
Income (loss) before income taxes and discontinued operations | 6,919 | (4,584 | ) | 36,515 | (67,519 | ) | — | (28,669 | ) | ||||||||||||||||
(Provision) benefit for income taxes | (12,311 | ) | 1,638 | (14,580 | ) | 27,287 | — | 2,034 | |||||||||||||||||
Equity in subsidiaries’ losses, net | (21,252 | ) | — | — | — | 21,252 | — | ||||||||||||||||||
Income (loss) from continuing operations | (26,644 | ) | (2,946 | ) | 21,935 | (40,232 | ) | 21,252 | (26,635 | ) | |||||||||||||||
Loss from discontinued operations, net of taxes | — | — | — | (9 | ) | — | (9 | ) | |||||||||||||||||
Net income (loss) | $ | (26,644 | ) | $ | (2,946 | ) | $ | 21,935 | $ | (40,241 | ) | $ | 21,252 | $ | (26,644 | ) | |||||||||
Comprehensive income (loss) | $ | (15,216 | ) | $ | (2,946 | ) | $ | 21,935 | $ | (40,241 | ) | $ | 21,252 | $ | (15,216 | ) | |||||||||
Condensed Consolidating Statement of Cash Flows | RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES | ||||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | |||||||||||||||||||||||||
For the Year Ended December 31, 2014 | |||||||||||||||||||||||||
(in thousands) | Parent | Issuer | Guarantors | Non- | Eliminations | Consolidated | |||||||||||||||||||
Guarantor | Guarantors | ||||||||||||||||||||||||
Net cash provided by (used in) continuing operating activities | $ | 636,386 | $ | (466,285 | ) | $ | (24 | ) | $ | 77,074 | $ | — | $ | 247,151 | |||||||||||
Net cash used in discontinued operating activities | — | — | — | (147 | ) | — | (147 | ) | |||||||||||||||||
Net cash provided by (used in) operating activities | 636,386 | (466,285 | ) | (24 | ) | 76,927 | — | 247,004 | |||||||||||||||||
Purchases of property and equipment | (6,659 | ) | — | 60 | (51,778 | ) | — | (58,377 | ) | ||||||||||||||||
Purchase of AC Hotel | — | — | — | (21,206 | ) | — | (21,206 | ) | |||||||||||||||||
Proceeds from sale of Peterson LOI | 9,350 | — | — | — | — | 9,350 | |||||||||||||||||||
Decrease in restricted cash and cash equivalents | — | — | — | 2,759 | — | 2,759 | |||||||||||||||||||
Other investing activities | — | — | — | 8,012 | — | 8,012 | |||||||||||||||||||
Net cash provided by (used in) investing activities — continuing operations | 2,691 | — | 60 | (62,213 | ) | — | (59,462 | ) | |||||||||||||||||
Net cash used in investing activities — discontinued operations | — | — | — | — | — | — | |||||||||||||||||||
Net cash provided by (used in) investing activities | 2,691 | — | 60 | (62,213 | ) | — | (59,462 | ) | |||||||||||||||||
Net borrowings under credit facility | — | 77,000 | — | — | — | 77,000 | |||||||||||||||||||
Net borrowing under term loan B | — | 398,000 | — | — | — | 398,000 | |||||||||||||||||||
Repurchase and conversion of convertible notes | (358,710 | ) | — | — | — | — | (358,710 | ) | |||||||||||||||||
Repurchase of common stock warrants | (177,423 | ) | — | — | — | — | (177,423 | ) | |||||||||||||||||
Deferred financing costs paid | — | (8,428 | ) | — | — | — | (8,428 | ) | |||||||||||||||||
Payment of dividend | (109,414 | ) | — | — | — | — | (109,414 | ) | |||||||||||||||||
Proceeds from exercise of stock option and purchase plans | 6,862 | — | — | — | — | 6,862 | |||||||||||||||||||
Other financing activities, net | — | — | — | (600 | ) | — | (600 | ) | |||||||||||||||||
Net cash provided by (used in) financing activities — continuing operations | (638,685 | ) | 466,572 | — | (600 | ) | — | (172,713 | ) | ||||||||||||||||
Net cash used in financing activities — discontinued operations | — | — | — | — | — | — | |||||||||||||||||||
Net cash provided by (used in) financing activities | (638,685 | ) | 466,572 | — | (600 | ) | — | (172,713 | ) | ||||||||||||||||
Net change in cash and cash equivalents | 392 | 287 | 36 | 14,114 | — | 14,829 | |||||||||||||||||||
Cash and cash equivalents at beginning of period | — | 714 | — | 60,865 | — | 61,579 | |||||||||||||||||||
Cash and cash equivalents at end of period | $ | 392 | $ | 1,001 | $ | 36 | $ | 74,979 | $ | — | $ | 76,408 | |||||||||||||
RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES | |||||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | |||||||||||||||||||||||||
For the Year Ended December 31, 2013 | |||||||||||||||||||||||||
(in thousands) | Parent | Issuer | Guarantors | Non- | Eliminations | Consolidated | |||||||||||||||||||
Guarantor | Guarantors | ||||||||||||||||||||||||
Net cash provided by (used in) continuing operating activities | $ | 422,624 | $ | (298,048 | ) | $ | (2,164 | ) | $ | 15,193 | $ | — | $ | 137,605 | |||||||||||
Net cash provided by discontinued operating activities | — | — | — | 94 | — | 94 | |||||||||||||||||||
Net cash provided by (used in) operating activities | 422,624 | (298,048 | ) | (2,164 | ) | 15,287 | — | 137,699 | |||||||||||||||||
Purchases of property and equipment | — | — | 2,759 | (39,718 | ) | — | (36,959 | ) | |||||||||||||||||
Collection of notes receivable | — | — | — | 1,740 | — | 1,740 | |||||||||||||||||||
Increase in restricted cash and cash equivalents | — | — | — | (13,959 | ) | — | (13,959 | ) | |||||||||||||||||
Other investing activities | — | — | — | 437 | — | 437 | |||||||||||||||||||
Net cash provided by (used in) investing activities — continuing operations | — | — | 2,759 | (51,500 | ) | — | (48,741 | ) | |||||||||||||||||
Net cash used in investing activities — discontinued operations | — | — | — | — | — | — | |||||||||||||||||||
Net cash provided by (used in) investing activities | — | — | 2,759 | (51,500 | ) | — | (48,741 | ) | |||||||||||||||||
Net repayments under credit facility | — | (35,500 | ) | — | — | — | (35,500 | ) | |||||||||||||||||
Issuance of senior notes | — | 350,000 | — | — | — | 350,000 | |||||||||||||||||||
Early redemption of senior notes | (152,180 | ) | — | — | — | — | (152,180 | ) | |||||||||||||||||
Repurchase and conversion of convertible notes | (99,222 | ) | — | — | — | (99,222 | ) | ||||||||||||||||||
Deferred financing costs paid | — | (15,738 | ) | — | — | — | (15,738 | ) | |||||||||||||||||
Repurchase of Company stock for retirement | (100,028 | ) | — | — | — | — | (100,028 | ) | |||||||||||||||||
Payment of dividend | (76,424 | ) | — | — | — | — | (76,424 | ) | |||||||||||||||||
Proceeds from exercise of stock option and purchase plans | 5,223 | — | — | — | — | 5,223 | |||||||||||||||||||
Excess tax benefit from stock-based compensation | 7 | — | — | — | — | 7 | |||||||||||||||||||
Other financing activities, net | — | — | — | (687 | ) | — | (687 | ) | |||||||||||||||||
Net cash provided by (used in) financing activities — continuing operations | (422,624 | ) | 298,762 | — | (687 | ) | — | (124,549 | ) | ||||||||||||||||
Net cash used in financing activities — discontinued operations | — | — | — | — | — | — | |||||||||||||||||||
Net cash provided by (used in) financing activities | (422,624 | ) | 298,762 | — | (687 | ) | — | (124,549 | ) | ||||||||||||||||
Net change in cash and cash equivalents | — | 714 | 595 | (36,900 | ) | — | (35,591 | ) | |||||||||||||||||
Cash and cash equivalents at beginning of period | — | — | (595 | ) | 97,765 | — | 97,170 | ||||||||||||||||||
Cash and cash equivalents at end of period | $ | — | $ | 714 | $ | — | $ | 60,865 | $ | — | $ | 61,579 | |||||||||||||
RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES | |||||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | |||||||||||||||||||||||||
For the Year Ended December 31, 2012 | |||||||||||||||||||||||||
(in thousands) | Parent | Issuer | Guarantors | Non- | Eliminations | Consolidated | |||||||||||||||||||
Guarantor | Guarantors | ||||||||||||||||||||||||
Net cash provided by (used in) continuing operating activities | $ | 67,789 | $ | 120,000 | $ | (490 | ) | $ | (10,905 | ) | $ | — | $ | 176,394 | |||||||||||
Net cash provided by discontinued operating activities | — | — | — | 76 | — | 76 | |||||||||||||||||||
Net cash provided by (used in) operating activities | 67,789 | 120,000 | (490 | ) | (10,829 | ) | — | 176,470 | |||||||||||||||||
Purchases of property and equipment | (7,362 | ) | — | (105 | ) | (87,766 | ) | — | (95,233 | ) | |||||||||||||||
Sale of management rights and intellectual property | 20,000 | — | — | 190,000 | — | 210,000 | |||||||||||||||||||
Collection of notes receivable | — | — | — | 4,480 | — | 4,480 | |||||||||||||||||||
Increase in restricted cash and cash equivalents | — | — | — | (5,060 | ) | — | (5,060 | ) | |||||||||||||||||
Other investing activities | — | — | — | 869 | — | 869 | |||||||||||||||||||
Net cash provided by (used in) investing activities — continuing operations | 12,638 | — | (105 | ) | 102,523 | — | 115,056 | ||||||||||||||||||
Net cash used in investing activities — discontinued operations | — | — | — | — | — | — | |||||||||||||||||||
Net cash provided by (used in) investing activities | 12,638 | — | (105 | ) | 102,523 | — | 115,056 | ||||||||||||||||||
Net borrowings (repayments) under credit facility | 65,000 | (120,000 | ) | — | — | — | (55,000 | ) | |||||||||||||||||
Deferred financing costs paid | (376 | ) | — | — | — | — | (376 | ) | |||||||||||||||||
Proceeds from the issuance of common stock | 32,722 | — | — | — | — | 32,722 | |||||||||||||||||||
Repurchase of Company stock for retirement | (185,400 | ) | — | — | — | — | (185,400 | ) | |||||||||||||||||
Payment of dividend | (62,007 | ) | — | — | — | — | (62,007 | ) | |||||||||||||||||
Proceeds from exercise of stock option and purchase plans | 25,336 | — | — | — | — | 25,336 | |||||||||||||||||||
Excess tax benefit from stock-based compensation | 6,736 | — | — | — | — | 6,736 | |||||||||||||||||||
Other financing activities, net | — | — | — | (755 | ) | — | (755 | ) | |||||||||||||||||
Net cash used in financing activities — continuing operations | (117,989 | ) | (120,000 | ) | — | (755 | ) | — | (238,744 | ) | |||||||||||||||
Net cash used in financing activities — discontinued operations | — | — | — | — | — | — | |||||||||||||||||||
Net cash used in financing activities | (117,989 | ) | (120,000 | ) | — | (755 | ) | — | (238,744 | ) | |||||||||||||||
Net change in cash and cash equivalents | (37,562 | ) | — | (595 | ) | 90,939 | — | 52,782 | |||||||||||||||||
Cash and cash equivalents at beginning of period | 37,562 | — | — | 6,826 | — | 44,388 | |||||||||||||||||||
Cash and cash equivalents at end of period | $ | — | $ | — | $ | (595 | ) | $ | 97,765 | $ | — | $ | 97,170 | ||||||||||||
Description_of_Business_and_Su
Description of Business and Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||
Share data in Millions, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Percentage of owned subsidiaries | 100.00% | ||||
Total Debt | $1,341,555,000 | $1,154,420,000 | |||
Period of maturity for cash and cash equivalents | Three months or less | ||||
Period of original maturity for certificate of deposits | Greater than three months | ||||
Cash payments (refunds) of income taxes | -100,000 | 4,800,000 | 1,400,000 | ||
Amortization of deferred financing costs | 5,959,000 | 5,500,000 | 4,908,000 | ||
Write-off of deferred financing costs | 1,845,000 | ||||
Notes receivable | 1,740,000 | 4,480,000 | |||
Peterson note receivable | 149,612,000 | 148,350,000 | |||
Other receivables period due | 1 year | ||||
Amortization expense of deferred software costs | 2,300,000 | 5,900,000 | 10,000,000 | ||
Term of management rights for income amortization | 65 years | ||||
Base Management fee | 2.00% | ||||
Total Base Management fee | 19,600,000 | 18,100,000 | 5,100,000 | ||
Incentive fees | 400,000 | 100,000 | 0 | ||
Advertising costs included in continuing operations | 33,300,000 | 28,800,000 | 21,800,000 | ||
Effect of dilutive stock-based compensation awards | 0.9 | ||||
Stock-based compensation awards outstanding | 0 | 0.1 | 0.6 | ||
Approximate number of common stock share which can be purchased under warrants | 1.3 | ||||
Share repurchase agreement cost recognized | 5,000,000 | 4,900,000 | 5,417,000 | 4,869,000 | |
Osceola County [Member] | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Land area covered under operating lease agreement | 65.3 | ||||
Grapevine [Member] | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Land area covered under operating lease agreement | 10 | ||||
Aloft Hotel National Harbor [Member] | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Number of room purchased | 192 | ||||
Purchase price of hotel | 21,800,000 | ||||
Purchase of additional land | 0.5 | ||||
Purchase price paid | 21,200,000 | ||||
Expected opening date | Mar-15 | ||||
Peterson Companies [Member] | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Bond issued, face value | 26,100,000 | ||||
Term of Peterson Note | 3 years | ||||
Notes receivable | 9,400,000 | ||||
Peterson note receivable | 16,785,000 | ||||
Minimum [Member] | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Interest in non-marketable investments using equity method of accounting | 20.00% | ||||
Minimum [Member] | Software Development [Member] | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful life of deferred software costs | 3 years | ||||
Maximum [Member] | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Maximum interest in non-marketable investments using cost method of accounting | 20.00% | ||||
Interest in non-marketable investments using equity method of accounting | 50.00% | ||||
Maximum [Member] | Software Development [Member] | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful life of deferred software costs | 5 years | ||||
$925 Million Credit Facility [Member] | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Write-off of deferred financing costs | 1,300,000 | ||||
6.75% Senior Notes [Member] | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Write-off of deferred financing costs | 500,000 | ||||
Convertible Notes Payable [Member] | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Write-off of deferred financing costs | 300,000 | 300,000 | |||
Interest | 3.75% | ||||
Maturity year of note | 2014 | ||||
Potentially issuable shares under the conversion spread | 3.8 | ||||
AC Hotel Notes Payable [Member] | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Total Debt | $6,000,000 |
Description_of_Business_and_Su1
Description of Business and Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Buildings [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 40 years |
Land Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 20 years |
Furniture, fixtures and equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 3 years |
Furniture, fixtures and equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 8 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | The shorter of the lease term or useful life |
Description_of_Business_and_Su2
Description of Business and Summary of Significant Accounting Policies - Cash Paid for Interest (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Supplemental Cash Flow Information [Abstract] | |||
Debt interest paid | $49,208 | $36,651 | $40,935 |
Capitalized interest | -52 | -515 | |
Cash paid for interest, net of capitalized interest | $49,156 | $36,651 | $40,420 |
Description_of_Business_and_Su3
Description of Business and Summary of Significant Accounting Policies - Other Current Assets of Continuing Operations (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule Of Prepaid Expenses And Other Assets [Line Items] | ||
Peterson note receivable | $149,612 | $148,350 |
Other receivables | 904 | 3,615 |
Prepaid expenses | 14,691 | 16,530 |
Inventories | 7,446 | 6,653 |
Deferred software costs | 4,890 | 6,110 |
Supplemental deferred compensation plan assets | 19,712 | 18,883 |
Other | 2,193 | 3,655 |
Total prepaid expenses and other assets | 66,621 | 55,446 |
Peterson Companies [Member] | ||
Schedule Of Prepaid Expenses And Other Assets [Line Items] | ||
Peterson note receivable | $16,785 |
Description_of_Business_and_Su4
Description of Business and Summary of Significant Accounting Policies - Accounts Payable and Accrued Liabilities of Continuing Operations (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accounts Payable and Accrued Liabilities [Abstract] | ||
Trade accounts payable | $31,942 | $26,932 |
Property and other taxes payable | 35,598 | 31,553 |
Deferred revenues | 38,581 | 39,822 |
Accrued salaries and benefits | 18,477 | 21,655 |
Accrued self-insurance reserves | 2,176 | 4,134 |
Accrued interest payable | 5,560 | 7,954 |
Other accrued liabilities | 34,514 | 25,289 |
Total accounts payable and accrued liabilities | $166,848 | $157,339 |
Description_of_Business_and_Su5
Description of Business and Summary of Significant Accounting Policies - Other Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Other Liabilities [Abstract] | ||
Pension and postretirement benefits liability | $41,783 | $25,760 |
Straight-line lease liability | 79,352 | 73,871 |
Deferred compensation liability | 19,712 | 18,883 |
Other | 1,172 | 1,418 |
Total other liabilities | $142,019 | $119,932 |
Description_of_Business_and_Su6
Description of Business and Summary of Significant Accounting Policies - Income Loss Per share (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Earnings Per Share [Abstract] | |||||||||||
Net Income(loss) | $62,213 | $15,130 | $23,039 | $20,653 | $30,162 | $18,031 | $11,510 | $53,780 | $121,035 | $113,483 | ($26,644) |
Net Income(loss), shares | 50,861 | 51,174 | 47,602 | ||||||||
Net Income(loss), per shares | $1.22 | $0.30 | $0.45 | $0.41 | $0.60 | $0.36 | $0.22 | $1.03 | $2.38 | $2.22 | ($0.56) |
Effect of dilutive stock-based compensation | 487 | 591 | |||||||||
Effect of convertible notes | 4,532 | 6,304 | |||||||||
Effect of common stock warrants | 4,741 | ||||||||||
Net Income (loss)- Assuming dilution | $121,035 | $113,483 | ($26,644) | ||||||||
Net Income (loss)- Assuming dilution, shares | 55,880 | 62,810 | 47,602 | ||||||||
Net Income (loss)- Assuming dilution, per shares | $1.21 | $0.25 | $0.38 | $0.32 | $0.48 | $0.30 | $0.18 | $0.81 | $2.17 | $1.81 | ($0.56) |
Reit_Conversion_Additional_Inf
Reit Conversion - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 3 Months Ended | 0 Months Ended | |||
Share data in Millions, unless otherwise specified | Oct. 01, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2012 | Sep. 25, 2012 |
Real Estate Properties [Line Items] | |||||||
Sales price of management rights and intellectual property | $210,000,000 | ||||||
Purchase price to the Management Rights | 190,000,000 | ||||||
Purchase price IP Rights | 20,000,000 | ||||||
Term of management rights for income amortization | 65 years | ||||||
REIT conversion costs | 22,190,000 | 101,964,000 | |||||
Impairment charge | 3,527,000 | 33,291,000 | |||||
Potential Development Projects [Member] | |||||||
Real Estate Properties [Line Items] | |||||||
Impairment charge | 6,900,000 | 14,000,000 | |||||
IT Projects [Member] | |||||||
Real Estate Properties [Line Items] | |||||||
Impairment charge | 5,100,000 | 7,300,000 | |||||
REIT Conversion [Member] | |||||||
Real Estate Properties [Line Items] | |||||||
REIT conversion costs | 0 | 22,200,000 | 102,000,000 | ||||
Impairment charge | 33,300,000 | ||||||
Professional fees | 2,700,000 | 23,100,000 | |||||
Employment severance and retention costs | 14,400,000 | 24,400,000 | |||||
Various other transition costs | $5,100,000 | $21,200,000 | |||||
Maximum [Member] | |||||||
Real Estate Properties [Line Items] | |||||||
Number of shares approved for issuance | 34 |
Property_and_Equipment_Propert
Property and Equipment - Property and Equipment (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | $3,197,067 | $3,144,970 |
Accumulated depreciation | -1,160,806 | -1,076,973 |
Property and equipment, net | 2,036,261 | 2,067,997 |
Land and land improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 254,013 | 242,418 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 2,340,555 | 2,300,499 |
Furniture, fixtures and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 576,453 | 576,209 |
Construction-in-progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | $26,046 | $25,844 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Depreciation [Abstract] | |||
Depreciation expenses of continuing operations including amortization of asset under capital lease obligation | $110 | $110.60 | $120.70 |
Notes_Receivable_Additional_In
Notes Receivable - Additional Information (Detail) (USD $) | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 30, 2005 | Apr. 02, 2008 | |
Note | Room | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Number of hotel rooms | 1,500 | ||||
Number of notes receivable | 3 | ||||
Present value of interest offset to property and equipment | $18,300,000 | ||||
Interest income | 12,075,000 | 12,267,000 | 12,307,000 | ||
National Bonds [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Interest income | 12,100,000 | 12,300,000 | 12,200,000 | ||
Payment received relating to notes receivables | 10,800,000 | 13,300,000 | 15,500,000 | ||
Bond Series One [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Bond issued, face value | 65,000,000 | ||||
Bonds A Series [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Bond issued, face value | 95,000,000 | ||||
Interest Rates on Bonds | 8.00% | ||||
Maturity date of notes receivable | 1-Jul-34 | ||||
Aggregate carrying values | 87,000,000 | ||||
Effective interest rates on bonds | 8.04% | ||||
Present value of future debt service payments offset to property and equipment | 93,800,000 | ||||
Bonds B Series [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Bond issued, face value | 50,000,000 | ||||
Interest Rates on Bonds | 10.00% | ||||
Maturity date of notes receivable | 1-Sep-37 | ||||
Aggregate carrying values | 62,600,000 | ||||
Effective interest rates on bonds | 11.42% | ||||
Present value of future debt service payments offset to property and equipment | $38,300,000 |
Debt_Summary_of_Debt_and_Capit
Debt - Summary of Debt and Capital Lease Obligations (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Total Debt | $1,341,555 | $1,154,420 |
Less amounts due within one year | -377 | -599 |
Total long-term debt | 1,341,178 | 1,153,821 |
$1 Billion Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | 586,500 | 509,500 |
$400 Million Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | 398,000 | |
5% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | 350,000 | 350,000 |
AC Hotel Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | 6,000 | |
Capital Lease Obligations [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | 1,055 | 958 |
3.75% Convertible Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | $293,962 |
Debt_Summary_of_Debt_and_Capit1
Debt - Summary of Debt and Capital Lease Obligations (Parenthetical) (Detail) (USD $) | Dec. 31, 2014 | Apr. 18, 2013 | Dec. 31, 2013 |
Debt Instrument [Line Items] | |||
Total credit facility | $1,000,000,000 | $925,000,000 | |
3.75% Convertible Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate of Senior Notes | 3.75% | ||
Debt discount on Convertible Senior Notes | 0 | 10,096,000 | |
$1 Billion Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Total credit facility | 1,000,000,000 | ||
$400 Million Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Total credit facility | $400,000,000 | ||
5% Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate of Senior Notes | 5.00% |
Debt_Annual_Maturities_of_Long
Debt - Annual Maturities of Long-Term Debt Excluding Capital Lease Obligations (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Debt Instrument [Line Items] | |
2015 | $0 |
2016 | 6,000 |
2017 | 586,500 |
2018 | 0 |
2019 | 0 |
Years thereafter | 748,000 |
Total | 1,340,500 |
$1 Billion Credit Facility [Member] | |
Debt Instrument [Line Items] | |
2015 | 0 |
2017 | 586,500 |
2018 | 0 |
2019 | 0 |
Total | 586,500 |
$400 Million Term Loan Facility [Member] | |
Debt Instrument [Line Items] | |
2015 | 0 |
2018 | 0 |
2019 | 0 |
Years thereafter | 398,000 |
Total | 398,000 |
5% Senior Notes [Member] | |
Debt Instrument [Line Items] | |
2015 | 0 |
2018 | 0 |
2019 | 0 |
Years thereafter | 350,000 |
Total | 350,000 |
AC Hotel Notes Payable [Member] | |
Debt Instrument [Line Items] | |
2015 | 0 |
2016 | 6,000 |
2018 | 0 |
2019 | 0 |
Total | $6,000 |
Debt_1_Billion_Credit_Facility
Debt - $1 Billion Credit Facility - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2014 | Apr. 18, 2013 | |
Debt Instrument [Line Items] | |||
Total credit facility | 1,000,000,000 | $925,000,000 | |
Write-off of deferred financing costs | 1,845,000 | ||
Senior Secured Revolving Credit Facility [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Fee to be paid by the company on the average unused portion | 0.30% | ||
Senior Secured Revolving Credit Facility [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Fee to be paid by the company on the average unused portion | 0.40% | ||
$1 Billion Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Total credit facility | 1,000,000,000 | ||
Maturity date | 18-Apr-17 | ||
Accordion feature allowing potential increase to credit facility | 500,000,000 | ||
Rate added to LIBOR rate to arrive at interest rate | 2.00% | ||
Number of subsidiaries owing hotels | 4 | ||
$1 Billion Credit Facility [Member] | Senior secured credit facility [Member] | |||
Debt Instrument [Line Items] | |||
Total credit facility | 1,000,000,000 | ||
$1 Billion Credit Facility [Member] | Senior Secured Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Total credit facility | 700,000,000 | ||
$1 Billion Credit Facility [Member] | Senior Secured Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Total credit facility | 300,000,000 | ||
$925 Million Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Write-off of deferred financing costs | $1,300,000 |
Debt_400_Million_Term_Loan_Fac
Debt - $400 Million Term Loan Facility - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Apr. 18, 2013 | |
Entity | ||
Debt Instrument [Line Items] | ||
Additional credit facility | $1,000,000,000 | $925,000,000 |
$400 Million Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Additional credit facility | 400,000,000 | |
Maturity date | 15-Jan-21 | |
Debt Instrument, description of interest rate | The interest rate on the Term Loan B was LIBOR plus 3.0% | |
Margin rate added to LIBOR rate to arrive at interest rate | 3.00% | |
LIBOR floor rate | 0.75% | |
Periodic payment, percentage on principal amount | 1.00% | |
Line of credit facility repayment commencement period | 30-Sep-14 | |
Percentage of advance borrowing based on appraisal value of hotel properties | 55.00% | |
Percentage of advance borrowing based on appraisal value of hotel properties in the event of hotel property sold | 50.00% | |
Number of Wholly-owned subsidiaries | 4 | |
$1 Billion Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Additional credit facility | $1,000,000,000 | |
Maturity date | 18-Apr-17 | |
Margin rate added to LIBOR rate to arrive at interest rate | 2.00% | |
Number of Wholly-owned subsidiaries | 4 |
Debt_375_Convertible_Senior_No
Debt - 3.75% Convertible Senior Notes - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 6 Months Ended | 3 Months Ended | |||||
Share data in Millions, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 01, 2014 | Dec. 31, 2014 | Apr. 30, 2014 | Jul. 31, 2013 | Jun. 30, 2014 | Mar. 31, 2015 |
Debt Instrument [Line Items] | |||||||||||
Cash interest expense relating to interest coupon on convertible notes | $7,300,000 | $12,400,000 | $13,500,000 | ||||||||
Non-cash interest expense related to the amortization of the debt | 8,735,000 | 13,817,000 | 13,793,000 | ||||||||
Loss on extinguishment on debt | 2,100,000 | 4,200,000 | 2,148,000 | 4,181,000 | |||||||
Total consideration for repurchase of warrants | 177,423,000 | ||||||||||
3.75% Convertible Senior Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Convertible notes, outstanding amount | 360,000,000 | 360,000,000 | |||||||||
Maturity date for notes | 1-Oct-14 | ||||||||||
Conversion rate per $ 1,000 principal of convertible notes | 47.9789 | ||||||||||
Conversion price per share | $20.84 | $20.84 | |||||||||
Common Stock principal amount of convertible notes | 1,000 | 1,000 | 1,000 | ||||||||
Debt discount and increase in paid in capital | 68,000,000 | 68,000,000 | |||||||||
Interest rate of Senior Notes | 3.75% | 3.75% | |||||||||
Effective interest rate of convertible notes | 8.43% | 8.43% | |||||||||
Cancellation of convertible notes | 56,300,000 | 54,700,000 | |||||||||
Aggregate consideration for cancellation of convertible notes | 120,200,000 | 98,600,000 | |||||||||
Common shares surrendered by counter party | 0.2 | ||||||||||
Value of convertible notes converted by a holder | 1,200,000 | 15,300,000 | |||||||||
Loss on extinguishment on debt | 2,100,000 | 4,200,000 | |||||||||
Reduction in stockholder's equity due to repurchase and conversion transactions | 52,000,000 | 37,700,000 | |||||||||
Consideration received from counter parties | 9,200,000 | ||||||||||
Conversion settlement amount of convertible notes | 1,000 | ||||||||||
Conversion of shares, stock issued | 6.3 | ||||||||||
Warrants repurchased | 7.2 | 0.1 | |||||||||
Total consideration for repurchase of warrants | 173,400,000 | 4,100,000 | |||||||||
Gain (loss) on change in the fair value of the derivative liability | -11,600,000 | ||||||||||
3.75% Convertible Senior Notes [Member] | Forecast [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Warrants repurchased | 4.7 | ||||||||||
3.75% Convertible Senior Notes [Member] | Additional Paid-in Capital [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Reduction in stockholder's equity due to repurchase and conversion transactions | 159,000,000 | ||||||||||
3.75% Convertible Senior Notes [Member] | Additional Warrant [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Reduction in stockholder's equity due to repurchase and conversion transactions | 145,400,000 | ||||||||||
Gain (loss) on change in the fair value of the derivative liability | $7,100,000 | ||||||||||
3.75% Convertible Senior Notes [Member] | Additional Warrant [Member] | Forecast [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Warrants repurchased | 4.7 |
Debt_5_Senior_Notes_Additional
Debt - 5% Senior Notes - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |||||
Dec. 31, 2014 | Apr. 15, 2019 | Apr. 15, 2018 | Apr. 15, 2017 | Apr. 16, 2016 | Apr. 15, 2016 | Apr. 18, 2013 | |
Debt Instrument [Line Items] | |||||||
Additional credit facility | $1,000,000,000 | $925,000,000 | |||||
5% Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Face amount of outstanding debt | $350,000,000 | ||||||
Maturity year of note | 2021 | ||||||
Interest rate of Senior Notes | 5.00% | ||||||
Maturity date for notes | 15-Apr-21 | ||||||
First semi-annual interest payment date | 15-Apr | ||||||
Second semi-annual interest payment date | 15-Oct | ||||||
5% Senior Notes [Member] | Forecast [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Redemption price expressed as percentage of principal amount | 100.00% | 101.25% | 102.50% | 100.00% | 103.75% |
Stock_Plans_Additional_Informa
Stock Plans - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost | $7.90 | ||
Weighted average period to recognize compensation cost | 2 years 2 months 12 days | ||
Compensation costs | 2.1 | ||
Compensation cost on stock-based compensation plans | 5.8 | 11.6 | 9 |
Tax benefit recognized from all stock-based employee compensation plans | 1.9 | 3 | 3.2 |
Cash received from stock option exercises | 6.9 | 5.2 | 25.1 |
Employee service share based compensation tax benefit realized from share based compensation plans | 3.2 | 1 | 5.2 |
REIT Conversion [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock option canceled | 167,500 | ||
Weighted average exercise price | $22.02 | ||
Restricted Stock Units [Member] | REIT Conversion [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock units | 401,000 | ||
Weighted average grant date fair value | $29.76 | ||
Omnibus Incentive 2006 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum grant of stock options, restricted stock, and restricted stock units to directors and employees | 4,400,000 | ||
Maximum number of shares other than options or stock appreciation rights granted for awards | 0.9 | ||
Omnibus Incentive 2006 Plan [Member] | Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period for stock option awards | 10 years | ||
Omnibus Incentive 2006 Plan [Member] | Stock Options [Member] | Non Employee Director [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercisable period from the date of grant for stock option granted | 1 year | ||
Omnibus Incentive 2006 Plan [Member] | Stock Options [Member] | Employee [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercisable period from the date of grant for stock option granted | 1 year | ||
Omnibus Incentive 2006 Plan [Member] | Stock Options [Member] | Employee [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercisable period from the date of grant for stock option granted | 4 years | ||
Equity Incentive Plan Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average remaining contractual term of options outstanding | 3 years 10 months 24 days | ||
Weighted average remaining contractual term of options exercisable | 1 year 7 months 6 days | ||
Aggregate intrinsic value of options outstanding | 6.4 | ||
Aggregate intrinsic value of options exercisable | 2.8 | ||
Weighted average grant date fair value | $14.34 | ||
Total intrinsic value of options exercised | 13 | 4.3 | 21.5 |
Equity Incentive Plan Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted, Weighted Average Grant-Date Fair-Value | $41.61 | $43.56 | $33.57 |
Fair value of restricted stock awards vested | $7 | $3.20 | $15.60 |
Restricted stock units | 9,407 | ||
Weighted average grant date fair value | $41.47 | ||
Equity Incentive Plan Restricted Stock [Member] | Non Employee Director [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercisable period from the date of grant for stock option granted | 1 year | ||
Equity Incentive Plan Restricted Stock [Member] | Employee [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercisable period from the date of grant for stock option granted | 1 year | ||
Equity Incentive Plan Restricted Stock [Member] | Employee [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercisable period from the date of grant for stock option granted | 4 years |
Stock_Plans_Weighted_Average_f
Stock Plans - Weighted Average for Key Assumptions in Determining Fair Value of Options Granted (Detail) | 12 Months Ended |
Dec. 31, 2012 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Expected volatility | 70.60% |
Weighted-average expected volatility | 70.60% |
Expected dividends | |
Expected term (in years) | 5 years 2 months 12 days |
Risk-free rate | 0.90% |
Stock_Plans_Share_Based_Compen
Stock Plans - Share Based Compensation Activity (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding Balance, Shares | 872,049 | ||
Stock options granted | 0 | ||
Exercised, Shares | -572,337 | ||
Canceled, Shares | -17,410 | ||
Outstanding Balance, Shares | 282,302 | ||
Exercisable Balance, Shares | 153,289 | ||
Outstanding Balance, Weighted Average Exercise Price | $25.99 | ||
Granted, Weighted Average Exercise Price | $0 | ||
Exercised, Weighted Average Exercise Price | $23.56 | ||
Canceled, Weighted Average Exercise Price | $45.25 | ||
Outstanding Balance, Weighted Average Exercise Price | $30.88 | ||
Exercisable Balance, Weighted Average Exercise Price | $35.58 | ||
Equity Incentive Plan Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Nonvested shares balance, Shares | 610,227 | ||
Granted, Shares | 155,478 | ||
Vested, Shares | -166,435 | ||
Canceled, Shares | -9,407 | ||
Nonvested shares balance, Shares | 589,863 | 610,227 | |
Nonvested shares balance, Weighted Average Grant-Date Fair-Value | $34.20 | ||
Granted, Weighted Average Grant-Date Fair-Value | $41.61 | $43.56 | $33.57 |
Vested, Weighted Average Grant-Date Fair-Value | $31.54 | ||
Canceled, Weighted Average Grant-Date Fair-Value | $41.47 | ||
Nonvested shares balance, Weighted Average Grant-Date Fair-Value | $36.61 | $34.20 |
Retirement_Plans_Additional_In
Retirement Plans - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||
Net settlement loss | ($1,900,000) | ($2,000,000) | |
Minimum time period for expected rate of return | 10 years | ||
Maximum time period for expected rate of return | 20 years | ||
Accrued cost related to retirement plans included in other long term liabilities | 35,100,000 | 19,900,000 | |
Change in equity as a result of change in deferred net loss | -16,100,000 | 14,700,000 | 1,900,000 |
Change in equity as result of change in deferred net loss taxes | 2,600,000 | 7,100,000 | 1,100,000 |
Company contribution under deferred compensation plan | 100,000 | 200,000 | 700,000 |
Retirement Savings Plan [Member] | |||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||
Percentage of amount contributed by Company with respect to employee's contribution | 100.00% | ||
Discretionary profit sharing contribution | 2.00% | ||
Company contribution | 300,000 | 500,000 | 4,700,000 |
Retirement Savings Plan [Member] | Maximum [Member] | |||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||
Maximum percentage of Company contribution of employee's salary | 4.00% | ||
REIT Conversion [Member] | |||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||
Net settlement loss | -700,000 | ||
Corporate Operating Expenses [Member] | |||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||
Net settlement loss | -1,200,000 | ||
Pension Plan [Member] | |||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||
Rate of qualified earnings credited to the account of the participant of benefit plan | 3.00% | ||
Retirement age benefit payable to a terminated vested participant upon retirement | 65 | ||
Retirement age for benefit payments, earliest age allowed contingent of minimum service requirement | 55 | ||
Number of years of service at the time plan was frozen for the eligibility of benefit payable to terminated vested participant at age 55 | 15 years | ||
Net settlement loss | -1,878,000 | -1,960,000 | |
Expected contribution to defined benefit plan | 0 | ||
Net gain recognized in other comprehensive income | -18,700,000 | 21,800,000 | |
Unrecognized actuarial losses included in other comprehensive loss, net of tax | 31,800,000 | 15,800,000 | |
Unrecognized actuarial losses included in other comprehensive loss | -44,400,000 | -25,800,000 | |
Defined benefit plan amounts that will be amortized from accumulated other comprehensive income loss in next fiscal year | 1,200,000 | ||
Non Qualified Retirement Plans [Member] | |||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||
Accumulated benefit obligation for defined benefit plan | $16,200,000 |
Retirement_Plans_Funded_Status
Retirement Plans - Funded Status and Accrued Pension Cost (Detail) (Pension Plan [Member], USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Pension Plan [Member] | |||
CHANGE IN BENEFIT OBLIGATION: | |||
Benefit obligation at beginning of year | $80,901 | $96,384 | |
Interest cost | 3,577 | 3,376 | 3,655 |
Actuarial (gain) loss | 14,458 | -11,560 | |
Benefits paid | -4,823 | -7,299 | |
Benefit obligation at end of year | 94,113 | 80,901 | 96,384 |
CHANGE IN PLAN ASSETS: | |||
Fair value of plan assets at beginning of year | 74,976 | 69,611 | |
Actual return on plan assets | 3,238 | 11,044 | |
Employer contributions | 1,869 | 1,620 | |
Benefits paid | -4,823 | -7,299 | |
Fair value of plan assets at end of year | 75,260 | 74,976 | 69,611 |
Funded status and accrued pension cost | ($18,853) | ($5,925) |
Retirement_Plans_Net_Periodic_
Retirement Plans - Net Periodic Pension (Income) Expense (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||
Net settlement loss | $1,900 | $2,000 | |
Pension Plan [Member] | |||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||
Interest cost | 3,577 | 3,376 | 3,655 |
Expected return on plan assets | -5,597 | -5,197 | -4,808 |
Recognized net actuarial loss | 470 | 839 | 3,611 |
Net settlement loss | 1,878 | 1,960 | |
Total net periodic pension (income) expense | ($1,550) | $896 | $4,418 |
Retirement_Plans_Weighted_Aver
Retirement Plans - Weighted Average Assumptions Used in Benefit Obligation (Detail) (Pension Plan [Member]) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Pension Plan [Member] | |||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||
Discount rate | 3.66% | 4.49% | 3.60% |
Rate of compensation increase | 0.00% | 0.00% | 0.00% |
Measurement date | 12/31/14 | 12/31/13 | 12/31/12 |
Retirement_Plans_Weighted_Aver1
Retirement Plans - Weighted Average Assumptions Used in Determining Net Periodic Pension Expense (Detail) (Pension Plan [Member]) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Pension Plan [Member] | |||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||
Discount rate | 4.49% | 3.85% | 3.98% |
Rate of compensation increase | 0.00% | 0.00% | 0.00% |
Expected long-term rate of return on plan assets | 7.50% | 7.50% | 7.50% |
Measurement date | 12/31/14 | 12/31/13 | 12/31/12 |
Retirement_Plans_Allocation_of
Retirement Plans - Allocation of Defined Benefit Pension Plans Assets by Asset Class (Detail) (Pension Plan [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | $75,260 | $74,976 | $69,611 |
Cash [Member] | |||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 19,009 | 698 | |
U.S. Large Cap [Member] | |||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 15,328 | 26,815 | |
U.S. Mid Cap [Member] | |||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 5,495 | 10,144 | |
International Equity [Member] | |||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 4,929 | 8,545 | |
Core Fixed Income [Member] | |||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 22,834 | 21,317 | |
High-Yield Fixed Income [Member] | |||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | $7,665 | $7,457 |
Retirement_Plans_Expected_Futu
Retirement Plans - Expected Future Benefit Payments (Detail) (Pension Plan [Member], USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Pension Plan [Member] | |
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |
2015 | $4,291 |
2016 | 3,967 |
2017 | 4,239 |
2018 | 4,948 |
2019 | 5,634 |
2020 - 2024 | $27,831 |
Postretirement_Benefits_Other_2
Postretirement Benefits Other Than Pensions - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2001 | |
Y | Y | ||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||
Minimum age of retirement under option one to avail benefit of post retirement | 55 | ||
Minimum service period served at the time of retirement under option one to avail benefit of post retirement | 15 years | ||
Minimum age of retirement under option two to avail benefit of post retirement | 65 | ||
Minimum service period served at time of retirement under option two to avail benefit of post retirement | 10 years | ||
Amendments | ($2,800,000) | ||
Minimum for age plus years of service of retirement under amended plan to avail benefit of post retirement | 60 | ||
Minimum service period served at the time of retirement under amended plan to avail benefit of post retirement | 10 years | ||
Other Postretirement Benefit Plan [Member] | |||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||
Amendments | -2,828,000 | ||
Expected contribution to plan in 2014 | 600,000 | ||
Net loss recognized in other comprehensive income | 900,000 | 300,000 | |
Amortization of net loss | 400,000 | 500,000 | |
Amortization of prior service credit recognized in other comprehensive income | 1,300,000 | 1,300,000 | |
Unrecognized actuarial losses | 6,800,000 | 6,300,000 | |
Unrecognized actuarial losses, net of tax | 4,100,000 | 3,900,000 | |
Unrecognized Prior service credit | 16,400,000 | 17,700,000 | |
Unrecognized Prior service credit, Net of Tax | 9,900,000 | 10,800,000 | |
Net loss that will be amortized from accumulated other comprehensive loss into net post retirement benefit expense | 500,000 | ||
Prior service credit in OCI that will be amortized into net post retirement benefit expense in next fiscal year | 1,300,000 |
Postretirement_Benefits_Other_3
Postretirement Benefits Other Than Pensions - Change in Benefit Obligation of Postretirement Plans to Accrued Postretirement Liability (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||
Amendments | ($2,800) | ||
Other Postretirement Benefit Plan [Member] | |||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||
Benefit obligation at beginning of year | 5,848 | 8,747 | |
Interest cost | 221 | 194 | 790 |
Actuarial loss | 939 | 319 | |
Amendments | -2,828 | ||
Benefits paid | -316 | -584 | |
Benefit obligation at end of year | $6,692 | $5,848 | $8,747 |
Retirement_and_Postretirement_
Retirement and Postretirement Benefits Other Than Pension Plans - Net Periodic Pension and Postretirement Benefit (Income) Expense (Detail) (Other Postretirement Benefit Plan [Member], USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Other Postretirement Benefit Plan [Member] | |||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||
Service cost | $42 | ||
Interest cost | 221 | 194 | 790 |
Amortization of net actuarial loss | 445 | 477 | 491 |
Amortization of prior service credit | -1,314 | -1,331 | -682 |
Curtailment gain | -310 | ||
Net postretirement benefit (income) expense | ($648) | ($660) | $331 |
Postretirement_Benefits_Other_4
Postretirement Benefits Other Than Pensions - Weighted Average Assumptions Used to Determine Benefit Obligation (Detail) (Other Postretirement Benefit Plan [Member]) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Other Postretirement Benefit Plan [Member] | |||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||
Discount rate | 3.32% | 3.94% | 3.08% |
Measurement date | 12/31/14 | 12/31/13 | 12/31/12 |
Postretirement_Benefits_Other_5
Postretirement Benefits Other Than Pensions - Weighted Average Assumptions Used to Determine Net Postretirement Benefit Expense (Detail) (Other Postretirement Benefit Plan [Member]) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Other Postretirement Benefit Plan [Member] | |||
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |||
Discount rate | 3.94% | 3.08% | 3.92% |
Measurement date | 12/31/14 | 12/31/13 | 12/31/12 |
Postretirement_Benefits_Other_6
Postretirement Benefits Other Than Pensions - Expected Future Benefit Payments (Detail) (Other Postretirement Benefit Plan [Member], USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Other Postretirement Benefit Plan [Member] | |
Pension Plans, Postretirement and Other Employee Benefits [Line Items] | |
2015 | $620 |
2016 | 594 |
2017 | 569 |
2018 | 531 |
2019 | 507 |
2020-2024 | $2,098 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 5 Months Ended | 12 Months Ended | ||||||||||||
Share data in Millions, except Per Share data, unless otherwise specified | Dec. 21, 2012 | Aug. 23, 2012 | Aug. 06, 2012 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | 31-May-13 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 23, 2012 |
Equity [Abstract] | ||||||||||||||||
Cash Dividend on Common Stock | $0.55 | $0.55 | $0.55 | $0.55 | $0.50 | $0.50 | $0.50 | $0.50 | $2.20 | $2 | $6.84 | |||||
Aggregated Dividend Paid | $112,000,000 | $101,700,000 | ||||||||||||||
Issuance of common stock | 6.7 | |||||||||||||||
Distribution of common stock | 62,000,000 | 109,414,000 | 76,424,000 | 62,007,000 | ||||||||||||
Minimum percentage of adjusted funds from operations as cash dividend | 50.00% | |||||||||||||||
Percentage of REIT taxable income as cash dividend | 100.00% | |||||||||||||||
Required distribution , REIT taxable income | 90.00% | |||||||||||||||
Repurchase agreement, Total cost | 185,400,000 | 100,000,000 | 100,028,000 | 185,400,000 | ||||||||||||
Company repurchased, shares | 5 | 2.3 | ||||||||||||||
Authorized amount for share repurchase program | 100,000,000 | |||||||||||||||
Common stock offered and sold | 0.8 | |||||||||||||||
Sale of common stock, price per share | $40 | |||||||||||||||
Issuance of common stock | $32,700,000 | $32,722,000 |
Stockholders_Equity_Summary_of
Stockholders' Equity - Summary of Changes in Accumulated Other Comprehensive Loss (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Equity [Abstract] | |||
Balance | ($9,119) | ($24,603) | ($36,031) |
Unrealized losses (gains) arising during period | -20,231 | 23,172 | 14,451 |
Amounts reclassified from accumulated other comprehensive (income) loss | -235 | 204 | 3,601 |
Income tax expense | 3,254 | -7,892 | -6,624 |
Other comprehensive income (loss), net of tax | -17,212 | 15,484 | 11,428 |
Balance | ($26,331) | ($9,119) | ($24,603) |
Stockholders_Equity_Summary_of1
Stockholders' Equity - Summary of Amount Reclassified from Accumulated Comprehensive Loss Related to Company's Minimum Pension Liability (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Amounts reclassified from accumulated comprehensive loss | ($235) | $204 | $3,601 |
Other Hotel Expenses [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Amounts reclassified from accumulated comprehensive loss | -309 | -119 | 1,642 |
Opry and Attractions Operating Expenses [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Amounts reclassified from accumulated comprehensive loss | -24 | 21 | 413 |
Corporate Operating Expenses [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Amounts reclassified from accumulated comprehensive loss | $98 | $302 | $1,546 |
Income_Taxes_Provision_Benefit
Income Taxes - (Provision) Benefit for Income Taxes from Continuing Operations (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
CURRENT: | |||||||||||
Federal | ($2,071) | $4,528 | ($5,622) | ||||||||
State | -2,339 | -1,396 | -1,449 | ||||||||
Total current (provision) benefit | -4,410 | 3,132 | -7,071 | ||||||||
DEFERRED: | |||||||||||
Federal | 2,588 | 84,918 | 7,415 | ||||||||
State | 3,289 | 4,612 | 1,690 | ||||||||
Total deferred benefit | 5,877 | 89,530 | 9,105 | ||||||||
Total benefit for income taxes | $1,096 | $463 | ($576) | $484 | $12,136 | $12,450 | $1,784 | $66,292 | $1,467 | $92,662 | $2,034 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax Disclosure [Line Items] | ||||||||||||
Required distribution , REIT taxable income | 90.00% | |||||||||||
U.S. federal statutory rate | 35.00% | |||||||||||
(Provision) benefit for income taxes | $1,096,000 | $463,000 | ($576,000) | $484,000 | $12,136,000 | $12,450,000 | $1,784,000 | $66,292,000 | $1,467,000 | $92,662,000 | $2,034,000 | |
Deferred tax benefit | 156,320,000 | 150,370,000 | 156,320,000 | 150,370,000 | ||||||||
Charitable contribution carryforwards | 2,500,000 | 2,500,000 | ||||||||||
Valuation allowances related to federal deferred tax assets | 4,300,000 | 60,300,000 | -500,000 | |||||||||
State net operating loss carryforwards | 479,300,000 | 479,300,000 | ||||||||||
Company's reserve for unrecognized tax benefits | 12,327,000 | |||||||||||
Income Tax benefit | 5,500,000 | |||||||||||
Company's reserve for unrecognized tax benefits decreased | 835,000 | 764,000 | ||||||||||
Interest expense on uncertain tax positions | 1,500,000 | 2,200,000 | -200,000 | |||||||||
Additional income tax benefit | 500,000 | |||||||||||
Unrecognized tax benefits | 0 | 0 | 13,162,000 | 14,141,000 | ||||||||
Penalty expense on uncertain tax positions | 0 | 0 | ||||||||||
Interest on income taxes accrued related to uncertain tax positions | 0 | 0 | 0 | 0 | ||||||||
Income tax penalties accrued related to uncertain tax positions | 0 | 0 | 0 | 0 | ||||||||
Charitable Contributions [Member] | ||||||||||||
Income Tax Disclosure [Line Items] | ||||||||||||
Deferred tax benefit | 400,000 | 400,000 | ||||||||||
Operating loss carryforwards expire date | 2015 | |||||||||||
REIT Conversion [Member] | ||||||||||||
Income Tax Disclosure [Line Items] | ||||||||||||
(Provision) benefit for income taxes | 61,300,000 | 64,800,000 | ||||||||||
Federal [Member] | ||||||||||||
Income Tax Disclosure [Line Items] | ||||||||||||
Federal net operating loss carryforwards | 64,300,000 | 64,300,000 | ||||||||||
Deferred tax benefit | 22,500,000 | 22,500,000 | ||||||||||
Operating loss carryforwards expire date | 2032 | |||||||||||
Federal credit carryforwards | 300,000 | 300,000 | ||||||||||
State [Member] | ||||||||||||
Income Tax Disclosure [Line Items] | ||||||||||||
Deferred tax benefit | 24,600,000 | 24,600,000 | ||||||||||
Valuation allowances related to federal deferred tax assets | ($3,500,000) | $19,000,000 | ($300,000) | |||||||||
State [Member] | Minimum [Member] | ||||||||||||
Income Tax Disclosure [Line Items] | ||||||||||||
Operating loss carryforwards expire date | 2015 | |||||||||||
State [Member] | Maximum [Member] | ||||||||||||
Income Tax Disclosure [Line Items] | ||||||||||||
Operating loss carryforwards expire date | 2034 |
Income_Taxes_Summary_of_Taxabi
Income Taxes - Summary of Taxability of Cash Distributions Paid on Common Shares (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Ordinary income | $2.30 | $1.39 |
Capital gains | $0.17 | $0.02 |
Return of capital | $0.09 | |
Total | $2.47 | $1.50 |
Income_Taxes_Differences_Betwe
Income Taxes - Differences Between the Income Tax (Provision) Benefit Calculated at the Statutory U.S. Federal Income Tax Rate of 35% and the Actual Income Tax (Provision) Benefit Recorded for Continuing Operations (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||||||||||
Statutory federal income tax (provision) benefit | ($43,750) | ($9,035) | $10,034 | ||||||||
Adjustment for nontaxable income of the REIT | 44,701 | 32,642 | |||||||||
State taxes (net of federal tax benefit and change in valuation allowance) | 950 | 3,216 | -523 | ||||||||
Permanent items | -160 | 1,092 | -384 | ||||||||
Nondeductible compensation | -2,319 | ||||||||||
Nondeductible transaction costs | -6,632 | ||||||||||
Federal tax credits | 112 | 542 | |||||||||
Federal valuation allowance | -853 | -3,509 | 884 | ||||||||
Unrecognized tax benefits | 6,261 | 432 | |||||||||
REIT conversion | 62,063 | ||||||||||
Other | 467 | -68 | |||||||||
Total benefit for income taxes | $1,096 | $463 | ($576) | $484 | $12,136 | $12,450 | $1,784 | $66,292 | $1,467 | $92,662 | $2,034 |
Income_Taxes_Components_of_Com
Income Taxes - Components of Company's Deferred Tax Assets and Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
DEFERRED TAX ASSETS: | ||
Accounting reserves and accruals | $22,023 | $20,371 |
Defined benefit plan | 7,285 | 2,305 |
Deferred management rights proceeds | 70,887 | 72,125 |
Rent escalation | 147 | 137 |
Federal and State net operating loss carryforwards | 47,156 | 43,069 |
Tax credits and other carryforwards | 1,016 | 2,073 |
Other assets | 7,806 | 10,290 |
Total deferred tax assets | 156,320 | 150,370 |
Valuation allowance | -98,445 | -97,641 |
Total deferred tax assets, net of valuation allowance | 57,875 | 52,729 |
DEFERRED TAX LIABILITIES: | ||
Property and equipment, net | 68,047 | 71,700 |
Goodwill and other intangibles | 1,727 | 2,650 |
Other liabilities | 2,385 | 1,496 |
Total deferred tax liabilities | 72,159 | 75,846 |
Net deferred tax liabilities | $14,284 | $23,117 |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Beginning and Ending Gross Amount of Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefits at beginning of year | $13,162 | $14,141 | $0 |
Additions based on tax positions related to the current year | 7 | ||
Reductions for tax positions of prior years | -222 | ||
Reductions due to settlements with taxing authorities | -12,327 | ||
Reductions due to expiration of certain statute of limitations | -835 | -764 | |
Unrecognized tax benefits at end of year | $13,162 | $0 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Amounts of Assets Under Capitalized Lease Agreements and Related Obligations are Included in Debt (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Capital Leased Assets [Line Items] | ||
Accumulated depreciation | ($2,584) | ($2,377) |
Net assets under capital leases | 1,913 | 1,489 |
Property and Equipment [Member] | ||
Capital Leased Assets [Line Items] | ||
Other long-term assets | 4,367 | 3,736 |
Prepaid Expenses and Other Assets [Member] | ||
Capital Leased Assets [Line Items] | ||
Other long-term assets | $130 | $130 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Contingencies And Commitments [Line Items] | |||
Rental expense related to continuing operations for operating leases | $14.70 | $14.10 | $16.20 |
Non cash lease expense | 5.5 | 5.6 | 5.7 |
Osceola County [Member] | |||
Contingencies And Commitments [Line Items] | |||
Non cash lease expense | 5.5 | 5.6 | 5.7 |
Operating lease agreement period | 75 years | ||
Land area covered under operating lease agreement in acres | 65.3 | ||
Annual base payment for operating lease | 3.8 | ||
Percentage of escalation of base rent | 3.00% | ||
Annual base lease expense for operating lease | 9.4 | 9.4 | 9.4 |
Expiration date of lease under extension | 31-Jan-01 | ||
Contingent rentals | $2 | $1.90 | $2 |
Commitments_and_Contingencies_3
Commitments and Contingencies - Future Minimum Cash Lease Commitments Under All Non-Cancelable Leases in Effect for Continuing Operations (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | |
Capital Leases, 2015 | $409 |
Capital Leases, 2016 | 46 |
Capital Leases, 2017 | 46 |
Capital Leases, 2018 | 46 |
Capital Leases, 2019 | 46 |
Capital Leases, Years thereafter | 842 |
Capital Leases, Total minimum lease payments | 1,435 |
Capital Leases, Less amount representing interest | -380 |
Capital Leases, Total present value of minimum payments | 1,055 |
Capital Leases, Total present value of minimum payments | 1,055 |
Capital Leases, Less current portion of obligations | -377 |
Capital Leases, Long-term obligations | 678 |
Operating Leases, 2015 | 5,097 |
Operating Leases, 2016 | 4,704 |
Operating Leases, 2017 | 4,279 |
Operating Leases, 2018 | 4,348 |
Operating Leases, 2019 | 4,579 |
Operating Leases, Years thereafter | 604,801 |
Operating Leases, Total minimum lease payments | $627,808 |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 3 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 | Mar. 31, 2015 |
3.75% Convertible Senior Notes [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Common stock warrants repurchased | 0.1 | 7.2 | |
Forecast [Member] | 3.75% Convertible Senior Notes [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Common stock warrants repurchased | 4.7 | ||
Bonds A Series [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Notes receivables, carrying value | 87 | 87 | |
Bonds B Series [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Notes receivables, carrying value | 62.6 | 62.6 | |
Notes receivable, fair value | 44 | 44 |
Fair_Value_Measurements_Assets
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan investments | $19,712 | $18,883 |
Total assets measured at fair value | 19,712 | 18,883 |
Warrant liability | 134,477 | |
Total liabilities measured at fair value | 134,477 | |
Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan investments | 19,712 | 18,883 |
Total assets measured at fair value | 19,712 | 18,883 |
Observable Inputs (Level2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 134,477 | |
Total liabilities measured at fair value | $134,477 |
Recovered_Sheet1
Financial Reporting by Business Segments - Segments Internal Financial Reports (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $291,612,000 | $245,015,000 | $257,913,000 | $246,451,000 | $266,070,000 | $221,196,000 | $245,183,000 | $222,113,000 | $1,040,991,000 | $954,562,000 | $986,594,000 |
Depreciation and amortization | 28,010,000 | 28,033,000 | 28,232,000 | 28,003,000 | 27,549,000 | 27,916,000 | 29,054,000 | 32,009,000 | 112,278,000 | 116,528,000 | 130,691,000 |
REIT conversion costs | -22,190,000 | -101,964,000 | |||||||||
Casualty loss | -54,000 | -858,000 | |||||||||
Preopening costs | -11,000 | -340,000 | |||||||||
Impairment and other charges | -2,976,000 | ||||||||||
Operating income (loss) | 43,739,000 | 29,083,000 | 47,486,000 | 32,797,000 | 29,726,000 | 19,803,000 | 28,903,000 | -2,244,000 | 153,105,000 | 76,188,000 | -4,754,000 |
Interest expense, net of amounts capitalized | -61,447,000 | -60,916,000 | -58,582,000 | ||||||||
Interest income | 12,075,000 | 12,267,000 | 12,307,000 | ||||||||
Income from unconsolidated companies | 10,000 | 109,000 | |||||||||
Loss on extinguishment of debt | -2,100,000 | -4,200,000 | -2,148,000 | -4,181,000 | |||||||
Other gains and (losses) | 23,415,000 | 2,447,000 | 22,251,000 | ||||||||
Income (loss) before income taxes and discontinued operations | 61,633,000 | 14,654,000 | 28,555,000 | 20,158,000 | 17,970,000 | 5,783,000 | 14,584,000 | -12,522,000 | 125,000,000 | 25,815,000 | -28,669,000 |
Identifiable assets | 2,413,146,000 | 2,424,629,000 | 2,413,146,000 | 2,424,629,000 | |||||||
Discontinued Operations [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Identifiable assets | 149,000 | 282,000 | 149,000 | 282,000 | |||||||
Operating Segments [Member] | Hospitality [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 954,166,000 | 878,509,000 | 916,041,000 | ||||||||
Depreciation and amortization | 103,422,000 | 103,147,000 | 107,343,000 | ||||||||
Operating income (loss) | 162,535,000 | 121,556,000 | 150,210,000 | ||||||||
Identifiable assets | 2,207,043,000 | 2,237,888,000 | 2,207,043,000 | 2,237,888,000 | |||||||
Operating Segments [Member] | Opry and Attractions [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 86,825,000 | 76,053,000 | 70,553,000 | ||||||||
Depreciation and amortization | 5,258,000 | 5,368,000 | 5,119,000 | ||||||||
Operating income (loss) | 21,752,000 | 14,157,000 | 13,305,000 | ||||||||
Identifiable assets | 80,127,000 | 79,770,000 | 80,127,000 | 79,770,000 | |||||||
Corporate, Non-Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Depreciation and amortization | 3,598,000 | 8,013,000 | 18,229,000 | ||||||||
Operating income (loss) | -31,171,000 | -34,305,000 | -65,107,000 | ||||||||
Identifiable assets | 125,827,000 | 106,689,000 | 125,827,000 | 106,689,000 | |||||||
Segment Reconciling Items [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
REIT conversion costs | -22,190,000 | -101,964,000 | |||||||||
Casualty loss | -54,000 | -858,000 | |||||||||
Preopening costs | -11,000 | -340,000 | |||||||||
Impairment and other charges | ($2,976,000) |
Recovered_Sheet2
Financial Reporting by Business Segments - Capital Expenditures for Continuing Operations (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting Information [Line Items] | |||
Capital expenditures | $58,377 | $36,959 | $95,233 |
Corporate, Non-Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Capital expenditures | 7,177 | 2,005 | 14,716 |
Hospitality [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Capital expenditures | 46,440 | 32,266 | 73,170 |
Opry and Attractions [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Capital expenditures | $4,760 | $2,688 | $7,347 |
Quarterly_Financial_Informatio2
Quarterly Financial Information (Unaudited) - Quarterly Financial Data (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $291,612 | $245,015 | $257,913 | $246,451 | $266,070 | $221,196 | $245,183 | $222,113 | $1,040,991 | $954,562 | $986,594 |
Depreciation and amortization | 28,010 | 28,033 | 28,232 | 28,003 | 27,549 | 27,916 | 29,054 | 32,009 | 112,278 | 116,528 | 130,691 |
Operating income (loss) | 43,739 | 29,083 | 47,486 | 32,797 | 29,726 | 19,803 | 28,903 | -2,244 | 153,105 | 76,188 | -4,754 |
Income (loss) before income taxes and discontinued operations | 61,633 | 14,654 | 28,555 | 20,158 | 17,970 | 5,783 | 14,584 | -12,522 | 125,000 | 25,815 | -28,669 |
(Provision) benefit for income taxes | 1,096 | 463 | -576 | 484 | 12,136 | 12,450 | 1,784 | 66,292 | 1,467 | 92,662 | 2,034 |
Income from continuing operations | 62,729 | 15,117 | 27,979 | 20,642 | 30,106 | 18,233 | 16,368 | 53,770 | 126,467 | 118,477 | -26,635 |
Income (loss) from discontinued operations, net of taxes | -51 | 13 | 12 | 11 | 56 | -202 | 11 | 10 | -15 | -125 | -9 |
Net income | 62,678 | 15,130 | 27,991 | 20,653 | 30,162 | 18,031 | 16,379 | 53,780 | 126,452 | 118,352 | -26,644 |
Net income available to common stockholders | $62,213 | $15,130 | $23,039 | $20,653 | $30,162 | $18,031 | $11,510 | $53,780 | $121,035 | $113,483 | ($26,644) |
Net income per share | $1.22 | $0.30 | $0.45 | $0.41 | $0.60 | $0.36 | $0.22 | $1.03 | $2.38 | $2.22 | ($0.56) |
Net income per share - assuming dilution | $1.21 | $0.25 | $0.38 | $0.32 | $0.48 | $0.30 | $0.18 | $0.81 | $2.17 | $1.81 | ($0.56) |
Quarterly_Financial_Informatio3
Quarterly Financial Information (Unaudited) - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Selected Quarterly Financial Information [Line Items] | |||||||||||
Loss on extinguishment on debt | $2,100,000 | $4,200,000 | $2,148,000 | $4,181,000 | |||||||
Loss on call spread modification related to convertible notes | 5,000,000 | 4,900,000 | 5,417,000 | 4,869,000 | |||||||
(Provision) benefit for income taxes | 1,096,000 | 463,000 | -576,000 | 484,000 | 12,136,000 | 12,450,000 | 1,784,000 | 66,292,000 | 1,467,000 | 92,662,000 | 2,034,000 |
REIT conversion costs | 22,190,000 | 101,964,000 | |||||||||
REIT Conversion Costs [Member] | |||||||||||
Selected Quarterly Financial Information [Line Items] | |||||||||||
REIT conversion costs | 5,400,000 | 15,000,000 | |||||||||
Peterson Companies [Member] | |||||||||||
Selected Quarterly Financial Information [Line Items] | |||||||||||
Bond issued, face value | 26,100,000 | 26,100,000 | |||||||||
Term of Peterson Note | 3 years | ||||||||||
REIT Conversion [Member] | |||||||||||
Selected Quarterly Financial Information [Line Items] | |||||||||||
(Provision) benefit for income taxes | $61,300,000 | $64,800,000 |
Information_Concerning_Guarant2
Information Concerning Guarantor and Non-Guarantor Subsidiaries - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Apr. 18, 2013 | |
Condensed Financial Statements, Captions [Line Items] | ||
Total credit facility | $1,000,000,000 | $925,000,000 |
Ownership percentage in subsidiaries | 100.00% | |
Year of formation of operating partnership and certain subsidiary guarantors | 2012 | |
Guarantors [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Number of wholly owned subsidiaries | 4 | |
5% Senior Notes [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Interest rate of Senior Notes | 5.00% | |
$1 Billion Credit Facility [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Total credit facility | 1,000,000,000 | |
$400 Million Term Loan Facility [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Total credit facility | $400,000,000 |
Information_Concerning_Guarant3
Information Concerning Guarantor and Non-Guarantor Subsidiaries - Condensed Consolidating Balance Sheet (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
ASSETS: | ||||
Property and equipment, net of accumulated depreciation | $2,036,261 | $2,067,997 | ||
Cash and cash equivalents-unrestricted | 76,408 | 61,579 | 97,170 | 44,388 |
Cash and cash equivalents-restricted | 17,410 | 20,169 | ||
Notes receivable | 149,612 | 148,350 | ||
Trade receivables, less allowance | 45,188 | 51,782 | ||
Deferred financing costs | 21,646 | 19,306 | ||
Prepaid expenses and other assets | 66,621 | 55,446 | ||
Total assets | 2,413,146 | 2,424,629 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||||
Debt and capital lease obligations | 1,341,555 | 1,154,420 | ||
Accounts payable and accrued liabilities | 166,848 | 157,339 | ||
Deferred income tax liabilities, net | 14,284 | 23,117 | ||
Deferred management rights proceeds | 183,423 | 186,346 | ||
Dividends payable | 29,133 | 25,780 | ||
Derivative liabilities | 134,477 | |||
Other liabilities | 142,019 | 119,932 | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Preferred stock | ||||
Common stock | 510 | 505 | ||
Additional paid-in-capital | 882,193 | 1,228,845 | ||
Treasury stock | -8,002 | -7,766 | ||
Accumulated deficit | -446,963 | -454,770 | ||
Accumulated other comprehensive loss | -26,331 | -9,119 | -24,603 | -36,031 |
Total stockholders' equity | 401,407 | 757,695 | 853,598 | 1,045,535 |
Total liabilities and stockholders' equity | 2,413,146 | 2,424,629 | ||
Parent Guarantor [Member] | ||||
ASSETS: | ||||
Property and equipment, net of accumulated depreciation | 6,574 | |||
Cash and cash equivalents-unrestricted | 392 | 37,562 | ||
Prepaid expenses and other assets | 16,908 | |||
Intercompany receivables, net | 90,184 | |||
Investments | 1,587,425 | 1,727,143 | ||
Total assets | 1,611,299 | 1,817,327 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||||
Debt and capital lease obligations | 293,962 | |||
Accounts payable and accrued liabilities | 36 | -14 | ||
Deferred income tax liabilities, net | 7,258 | 6,528 | ||
Dividends payable | 29,133 | 25,780 | ||
Derivative liabilities | 134,477 | |||
Intercompany payables, net | 1,038,988 | 733,376 | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Preferred stock | ||||
Common stock | 510 | 505 | ||
Additional paid-in-capital | 882,193 | 1,228,845 | ||
Treasury stock | -8,002 | -7,766 | ||
Accumulated deficit | -446,963 | -454,770 | ||
Accumulated other comprehensive loss | -26,331 | -9,119 | ||
Total stockholders' equity | 401,407 | 757,695 | ||
Total liabilities and stockholders' equity | 1,611,299 | 1,817,327 | ||
Issuer [Member] | ||||
ASSETS: | ||||
Cash and cash equivalents-unrestricted | 1,001 | 714 | ||
Deferred financing costs | 21,646 | 19,306 | ||
Prepaid expenses and other assets | 33 | 3 | ||
Intercompany receivables, net | 219,772 | |||
Investments | 2,767,163 | 2,767,163 | ||
Total assets | 3,009,615 | 2,787,186 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||||
Debt and capital lease obligations | 1,340,500 | 859,500 | ||
Accounts payable and accrued liabilities | 7,248 | 8,164 | ||
Deferred income tax liabilities, net | -15 | |||
Intercompany payables, net | 211,925 | |||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Preferred stock | ||||
Common stock | 1 | 1 | ||
Additional paid-in-capital | 1,741,705 | 1,741,704 | ||
Accumulated deficit | -79,839 | -34,093 | ||
Total stockholders' equity | 1,661,867 | 1,707,612 | ||
Total liabilities and stockholders' equity | 3,009,615 | 2,787,186 | ||
Guarantors [Member] | ||||
ASSETS: | ||||
Property and equipment, net of accumulated depreciation | 1,691,996 | 1,751,479 | ||
Cash and cash equivalents-unrestricted | 36 | -595 | ||
Prepaid expenses and other assets | 75,335 | 227,608 | ||
Intercompany receivables, net | 1,073,805 | 697,908 | ||
Investments | 526,645 | 526,644 | ||
Total assets | 3,367,817 | 3,203,639 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||||
Accounts payable and accrued liabilities | 216 | 1,470 | ||
Deferred income tax liabilities, net | 616 | 654 | ||
Other liabilities | 79,382 | 73,673 | ||
Intercompany payables, net | 14,855 | |||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Preferred stock | ||||
Common stock | 1 | 1 | ||
Additional paid-in-capital | 2,803,719 | 2,803,623 | ||
Accumulated deficit | 483,883 | 309,363 | ||
Total stockholders' equity | 3,287,603 | 3,112,987 | ||
Total liabilities and stockholders' equity | 3,367,817 | 3,203,639 | ||
Non-Guarantors [Member] | ||||
ASSETS: | ||||
Property and equipment, net of accumulated depreciation | 337,691 | 316,518 | ||
Cash and cash equivalents-unrestricted | 74,979 | 60,865 | 97,765 | 6,826 |
Cash and cash equivalents-restricted | 17,410 | 20,169 | ||
Notes receivable | 149,612 | 148,350 | ||
Trade receivables, less allowance | 45,188 | 51,796 | ||
Prepaid expenses and other assets | 50,713 | 58,267 | ||
Intercompany receivables, net | 172,064 | |||
Investments | 695,896 | 436,828 | ||
Total assets | 1,371,489 | 1,264,857 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||||
Debt and capital lease obligations | 1,055 | 958 | ||
Accounts payable and accrued liabilities | 235,999 | 378,448 | ||
Deferred income tax liabilities, net | 6,410 | 15,950 | ||
Deferred management rights proceeds | 183,423 | 186,346 | ||
Other liabilities | 62,354 | 45,976 | ||
Intercompany payables, net | 254,589 | |||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Preferred stock | ||||
Common stock | 2,387 | 2,387 | ||
Additional paid-in-capital | 1,183,941 | 1,184,038 | ||
Accumulated deficit | -532,338 | -540,127 | ||
Accumulated other comprehensive loss | -26,331 | -9,119 | ||
Total stockholders' equity | 627,659 | 637,179 | ||
Total liabilities and stockholders' equity | 1,371,489 | 1,264,857 | ||
Eliminations [Member] | ||||
ASSETS: | ||||
Trade receivables, less allowance | -14 | |||
Prepaid expenses and other assets | -76,368 | -230,432 | ||
Intercompany receivables, net | -1,293,577 | -960,156 | ||
Investments | -5,577,129 | -5,457,778 | ||
Total assets | -6,947,074 | -6,648,380 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||||
Accounts payable and accrued liabilities | -76,651 | -230,729 | ||
Other liabilities | 283 | 283 | ||
Intercompany payables, net | -1,293,577 | -960,156 | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Preferred stock | ||||
Common stock | -2,389 | -2,389 | ||
Additional paid-in-capital | -5,729,365 | -5,729,365 | ||
Accumulated deficit | 128,294 | 264,857 | ||
Accumulated other comprehensive loss | 26,331 | 9,119 | ||
Total stockholders' equity | -5,577,129 | -5,457,778 | ||
Total liabilities and stockholders' equity | ($6,947,074) | ($6,648,380) |
Information_Concerning_Guarant4
Information Concerning Guarantor and Non-Guarantor Subsidiaries - Condensed Consolidating Statement of Operations and Comprehensive Income (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Revenues: | |||||||||||
Rooms | $384,185,000 | $357,313,000 | $365,611,000 | ||||||||
Food and beverage | 412,061,000 | 382,340,000 | 401,252,000 | ||||||||
Other hotel revenue | 157,920,000 | 138,856,000 | 149,178,000 | ||||||||
Opry and Attractions | 86,825,000 | 76,053,000 | 70,553,000 | ||||||||
Total revenues | 291,612,000 | 245,015,000 | 257,913,000 | 246,451,000 | 266,070,000 | 221,196,000 | 245,183,000 | 222,113,000 | 1,040,991,000 | 954,562,000 | 986,594,000 |
Operating expenses: | |||||||||||
Rooms | 116,103,000 | 106,849,000 | 96,900,000 | ||||||||
Food and beverage | 248,358,000 | 237,153,000 | 242,739,000 | ||||||||
Other hotel expenses | 307,597,000 | 295,152,000 | 314,643,000 | ||||||||
Management fees | 16,151,000 | 14,652,000 | 4,207,000 | ||||||||
Total hotel operating expenses | 688,209,000 | 653,806,000 | 658,489,000 | ||||||||
Opry and Attractions | 59,815,000 | 56,528,000 | 52,130,000 | ||||||||
Corporate | 27,573,000 | 26,292,000 | 46,876,000 | ||||||||
REIT conversion costs | 22,190,000 | 101,964,000 | |||||||||
Casualty loss | 54,000 | 858,000 | |||||||||
Impairment and other charges (non-REIT conversion costs) | 2,976,000 | ||||||||||
Preopening costs | 11,000 | 340,000 | |||||||||
Depreciation and amortization | 28,010,000 | 28,033,000 | 28,232,000 | 28,003,000 | 27,549,000 | 27,916,000 | 29,054,000 | 32,009,000 | 112,278,000 | 116,528,000 | 130,691,000 |
Total operating expenses | 887,886,000 | 878,374,000 | 991,348,000 | ||||||||
Operating income (loss) | 43,739,000 | 29,083,000 | 47,486,000 | 32,797,000 | 29,726,000 | 19,803,000 | 28,903,000 | -2,244,000 | 153,105,000 | 76,188,000 | -4,754,000 |
Interest expense, net of amounts capitalized | -61,447,000 | -60,916,000 | -58,582,000 | ||||||||
Interest income | 12,075,000 | 12,267,000 | 12,307,000 | ||||||||
Income from unconsolidated companies | 10,000 | 109,000 | |||||||||
Loss on extinguishment of debt | -2,100,000 | -4,200,000 | -2,148,000 | -4,181,000 | |||||||
Other gains and (losses), net | 23,415,000 | 2,447,000 | 22,251,000 | ||||||||
Income (loss) before income taxes and discontinued operations | 61,633,000 | 14,654,000 | 28,555,000 | 20,158,000 | 17,970,000 | 5,783,000 | 14,584,000 | -12,522,000 | 125,000,000 | 25,815,000 | -28,669,000 |
(Provision) benefit for income taxes | 1,096,000 | 463,000 | -576,000 | 484,000 | 12,136,000 | 12,450,000 | 1,784,000 | 66,292,000 | 1,467,000 | 92,662,000 | 2,034,000 |
Income (loss) from continuing operations | 62,729,000 | 15,117,000 | 27,979,000 | 20,642,000 | 30,106,000 | 18,233,000 | 16,368,000 | 53,770,000 | 126,467,000 | 118,477,000 | -26,635,000 |
Loss from discontinued operations, net of taxes | -51,000 | 13,000 | 12,000 | 11,000 | 56,000 | -202,000 | 11,000 | 10,000 | -15,000 | -125,000 | -9,000 |
Net income (loss) | 62,678,000 | 15,130,000 | 27,991,000 | 20,653,000 | 30,162,000 | 18,031,000 | 16,379,000 | 53,780,000 | 126,452,000 | 118,352,000 | -26,644,000 |
Comprehensive income (loss) | 109,240,000 | 133,836,000 | -15,216,000 | ||||||||
Parent Guarantor [Member] | |||||||||||
Revenues: | |||||||||||
Other hotel revenue | 6,281,000 | ||||||||||
Opry and Attractions | 331,000 | ||||||||||
Total revenues | 331,000 | 6,281,000 | |||||||||
Operating expenses: | |||||||||||
Corporate | 97,000 | 12,000 | 19,790,000 | ||||||||
Corporate overhead allocation | 10,561,000 | 8,766,000 | |||||||||
REIT conversion costs | 42,303,000 | ||||||||||
Casualty loss | 429,000 | ||||||||||
Preopening costs | 22,000 | ||||||||||
Depreciation and amortization | 84,000 | 2,377,000 | |||||||||
Total operating expenses | 10,742,000 | 8,778,000 | 64,921,000 | ||||||||
Operating income (loss) | -10,411,000 | -8,778,000 | -58,640,000 | ||||||||
Interest expense, net of amounts capitalized | -16,918,000 | -28,775,000 | -54,896,000 | ||||||||
Interest income | 100,455,000 | ||||||||||
Loss on extinguishment of debt | -2,148,000 | -4,181,000 | |||||||||
Other gains and (losses), net | 21,892,000 | 20,000,000 | |||||||||
Income (loss) before income taxes and discontinued operations | -7,585,000 | -41,734,000 | 6,919,000 | ||||||||
(Provision) benefit for income taxes | -2,526,000 | 1,902,000 | -12,311,000 | ||||||||
Equity in subsidiaries' earnings (losses), net | 136,563,000 | 158,184,000 | -21,252,000 | ||||||||
Income (loss) from continuing operations | 126,452,000 | 118,352,000 | -26,644,000 | ||||||||
Net income (loss) | 126,452,000 | 118,352,000 | -26,644,000 | ||||||||
Comprehensive income (loss) | 109,240,000 | 133,836,000 | -15,216,000 | ||||||||
Issuer [Member] | |||||||||||
Operating expenses: | |||||||||||
Corporate | 1,189,000 | 1,751,000 | |||||||||
Total operating expenses | 1,189,000 | 1,751,000 | |||||||||
Operating income (loss) | -1,189,000 | -1,751,000 | |||||||||
Interest expense, net of amounts capitalized | -44,555,000 | -32,092,000 | -4,584,000 | ||||||||
Income (loss) before income taxes and discontinued operations | -45,744,000 | -33,843,000 | -4,584,000 | ||||||||
(Provision) benefit for income taxes | -2,000 | 2,695,000 | 1,638,000 | ||||||||
Income (loss) from continuing operations | -45,746,000 | -31,148,000 | -2,946,000 | ||||||||
Net income (loss) | -45,746,000 | -31,148,000 | -2,946,000 | ||||||||
Comprehensive income (loss) | -45,746,000 | -31,148,000 | -2,946,000 | ||||||||
Guarantors [Member] | |||||||||||
Revenues: | |||||||||||
Other hotel revenue | 286,816,000 | 266,971,000 | 66,211,000 | ||||||||
Total revenues | 286,816,000 | 266,971,000 | 66,211,000 | ||||||||
Operating expenses: | |||||||||||
Other hotel expenses | 44,160,000 | 44,589,000 | 11,504,000 | ||||||||
Total hotel operating expenses | 44,160,000 | 44,589,000 | 11,504,000 | ||||||||
Corporate | 2,000 | ||||||||||
Corporate overhead allocation | 8,504,000 | 5,399,000 | |||||||||
Impairment and other charges (non-REIT conversion costs) | 2,537,000 | ||||||||||
Depreciation and amortization | 59,420,000 | 59,539,000 | 9,960,000 | ||||||||
Total operating expenses | 112,086,000 | 112,064,000 | 21,464,000 | ||||||||
Operating income (loss) | 174,730,000 | 154,907,000 | 44,747,000 | ||||||||
Interest expense, net of amounts capitalized | -10,841,000 | ||||||||||
Interest income | 2,609,000 | ||||||||||
Income (loss) before income taxes and discontinued operations | 174,730,000 | 154,907,000 | 36,515,000 | ||||||||
(Provision) benefit for income taxes | -210,000 | 132,521,000 | -14,580,000 | ||||||||
Income (loss) from continuing operations | 174,520,000 | 287,428,000 | 21,935,000 | ||||||||
Net income (loss) | 174,520,000 | 287,428,000 | 21,935,000 | ||||||||
Comprehensive income (loss) | 174,520,000 | 287,428,000 | 21,935,000 | ||||||||
Non-Guarantors [Member] | |||||||||||
Revenues: | |||||||||||
Rooms | 384,185,000 | 357,313,000 | 365,611,000 | ||||||||
Food and beverage | 412,061,000 | 382,340,000 | 401,252,000 | ||||||||
Other hotel revenue | 176,617,000 | 152,802,000 | 149,393,000 | ||||||||
Opry and Attractions | 87,433,000 | 76,805,000 | 71,279,000 | ||||||||
Total revenues | 1,060,296,000 | 969,260,000 | 987,535,000 | ||||||||
Operating expenses: | |||||||||||
Rooms | 116,103,000 | 106,849,000 | 96,900,000 | ||||||||
Food and beverage | 248,358,000 | 237,153,000 | 242,739,000 | ||||||||
Other hotel expenses | 550,892,000 | 517,933,000 | 370,241,000 | ||||||||
Management fees | 16,151,000 | 14,652,000 | 4,207,000 | ||||||||
Total hotel operating expenses | 931,504,000 | 876,587,000 | 714,087,000 | ||||||||
Opry and Attractions | 59,747,000 | 56,662,000 | 52,208,000 | ||||||||
Corporate | 26,285,000 | 24,529,000 | 27,086,000 | ||||||||
Corporate overhead allocation | 6,253,000 | ||||||||||
REIT conversion costs | 22,190,000 | 59,661,000 | |||||||||
Casualty loss | 54,000 | 429,000 | |||||||||
Impairment and other charges (non-REIT conversion costs) | 439,000 | ||||||||||
Preopening costs | 11,000 | 318,000 | |||||||||
Depreciation and amortization | 52,774,000 | 56,989,000 | 118,354,000 | ||||||||
Total operating expenses | 1,070,321,000 | 1,037,450,000 | 978,396,000 | ||||||||
Operating income (loss) | -10,025,000 | -68,190,000 | 9,139,000 | ||||||||
Interest expense, net of amounts capitalized | 26,000 | -49,000 | -110,821,000 | ||||||||
Interest income | 12,075,000 | 12,267,000 | 31,803,000 | ||||||||
Income from unconsolidated companies | 10,000 | 109,000 | |||||||||
Other gains and (losses), net | 1,523,000 | 2,447,000 | 2,251,000 | ||||||||
Income (loss) before income taxes and discontinued operations | 3,599,000 | -53,515,000 | -67,519,000 | ||||||||
(Provision) benefit for income taxes | 4,205,000 | -44,456,000 | 27,287,000 | ||||||||
Income (loss) from continuing operations | 7,804,000 | -97,971,000 | -40,232,000 | ||||||||
Loss from discontinued operations, net of taxes | -15,000 | -125,000 | -9,000 | ||||||||
Net income (loss) | 7,789,000 | -98,096,000 | -40,241,000 | ||||||||
Comprehensive income (loss) | -9,423,000 | -82,612,000 | -40,241,000 | ||||||||
Eliminations [Member] | |||||||||||
Revenues: | |||||||||||
Other hotel revenue | -305,513,000 | -280,917,000 | -72,707,000 | ||||||||
Opry and Attractions | -939,000 | -752,000 | -726,000 | ||||||||
Total revenues | -306,452,000 | -281,669,000 | -73,433,000 | ||||||||
Operating expenses: | |||||||||||
Other hotel expenses | -287,455,000 | -267,370,000 | -67,102,000 | ||||||||
Total hotel operating expenses | -287,455,000 | -267,370,000 | -67,102,000 | ||||||||
Opry and Attractions | 68,000 | -134,000 | -78,000 | ||||||||
Corporate overhead allocation | -19,065,000 | -14,165,000 | -6,253,000 | ||||||||
Total operating expenses | -306,452,000 | -281,669,000 | -73,433,000 | ||||||||
Interest expense, net of amounts capitalized | 122,560,000 | ||||||||||
Interest income | -122,560,000 | ||||||||||
Equity in subsidiaries' earnings (losses), net | -136,563,000 | -158,184,000 | 21,252,000 | ||||||||
Income (loss) from continuing operations | -136,563,000 | -158,184,000 | 21,252,000 | ||||||||
Net income (loss) | -136,563,000 | -158,184,000 | 21,252,000 | ||||||||
Comprehensive income (loss) | ($119,351,000) | ($173,668,000) | $21,252,000 |
Information_Concerning_Guarant5
Information Concerning Guarantor and Non-Guarantor Subsidiaries - Condensed Consolidating Statement of Cash Flows (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by (used in) continuing operating activities | $247,151 | $137,605 | $176,394 |
Net cash provided by discontinued operating activities | -147 | 94 | 76 |
Net cash provided by (used in) operating activities | 247,004 | 137,699 | 176,470 |
Purchases of property and equipment | -58,377 | -36,959 | -95,233 |
Purchase of AC Hotel | -21,206 | ||
Sale of management rights and intellectual property | 210,000 | ||
Collection of notes receivable | 1,740 | 4,480 | |
Proceeds from sale of Peterson LOI | 9,350 | ||
Decrease in restricted cash and cash equivalents | 2,759 | -13,959 | -5,060 |
Other investing activities | 8,012 | 2,177 | 5,349 |
Net cash flows provided by (used in) investing activities - continuing operations | -59,462 | -48,741 | 115,056 |
Net cash used in investing activities - discontinued operations | 0 | 0 | 0 |
Net cash provided by (used in) investing activities | -59,462 | -48,741 | 115,056 |
Net borrowings (repayments) under credit facility | 77,000 | -35,500 | -55,000 |
Issuance of senior notes | 350,000 | ||
Net borrowing under term loan B | 398,000 | ||
Early redemption of senior notes | -152,180 | ||
Repurchase and conversion of convertible notes | -358,710 | -99,222 | |
Repurchase of common stock warrants | -177,423 | ||
Deferred financing costs paid | -8,428 | -15,738 | -376 |
Proceeds from the issuance of common stock | 32,722 | ||
Repurchase of Company stock for retirement | -100,028 | -185,400 | |
Payment of dividend | -109,414 | -76,424 | -62,007 |
Proceeds from exercise of stock option and purchase plans | 6,862 | 5,223 | 25,336 |
Excess tax benefit from stock-based compensation | 7 | 6,736 | |
Other financing activities, net | -600 | -687 | -755 |
Net cash provided by (used in) financing activities - continuing operations | -172,713 | -124,549 | -238,744 |
Net cash used in financing activities - discontinued operations | 0 | 0 | 0 |
Net cash provided by (used in) financing activities | -172,713 | -124,549 | -238,744 |
Net change in cash and cash equivalents | 14,829 | -35,591 | 52,782 |
Cash and cash equivalents - unrestricted, beginning of period | 61,579 | 97,170 | 44,388 |
Cash and cash equivalents - unrestricted, end of period | 76,408 | 61,579 | 97,170 |
Parent Guarantor [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by (used in) continuing operating activities | 636,386 | 422,624 | 67,789 |
Net cash provided by (used in) operating activities | 636,386 | 422,624 | 67,789 |
Purchases of property and equipment | -6,659 | -7,362 | |
Sale of management rights and intellectual property | 20,000 | ||
Proceeds from sale of Peterson LOI | 9,350 | ||
Net cash flows provided by (used in) investing activities - continuing operations | 2,691 | 12,638 | |
Net cash used in investing activities - discontinued operations | 0 | 0 | 0 |
Net cash provided by (used in) investing activities | 2,691 | 12,638 | |
Net borrowings (repayments) under credit facility | 65,000 | ||
Early redemption of senior notes | -152,180 | ||
Repurchase and conversion of convertible notes | -358,710 | -99,222 | |
Repurchase of common stock warrants | -177,423 | ||
Deferred financing costs paid | -376 | ||
Proceeds from the issuance of common stock | 32,722 | ||
Repurchase of Company stock for retirement | -100,028 | -185,400 | |
Payment of dividend | -109,414 | -76,424 | -62,007 |
Proceeds from exercise of stock option and purchase plans | 6,862 | 5,223 | 25,336 |
Excess tax benefit from stock-based compensation | 7 | 6,736 | |
Net cash provided by (used in) financing activities - continuing operations | -638,685 | -422,624 | -117,989 |
Net cash used in financing activities - discontinued operations | 0 | 0 | 0 |
Net cash provided by (used in) financing activities | -638,685 | -422,624 | -117,989 |
Net change in cash and cash equivalents | 392 | -37,562 | |
Cash and cash equivalents - unrestricted, beginning of period | 37,562 | ||
Cash and cash equivalents - unrestricted, end of period | 392 | ||
Issuer [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by (used in) continuing operating activities | -466,285 | -298,048 | 120,000 |
Net cash provided by (used in) operating activities | -466,285 | -298,048 | 120,000 |
Net cash used in investing activities - discontinued operations | 0 | 0 | 0 |
Net borrowings (repayments) under credit facility | 77,000 | -35,500 | -120,000 |
Issuance of senior notes | 350,000 | ||
Net borrowing under term loan B | 398,000 | ||
Deferred financing costs paid | -8,428 | -15,738 | |
Net cash provided by (used in) financing activities - continuing operations | 466,572 | 298,762 | -120,000 |
Net cash used in financing activities - discontinued operations | 0 | 0 | 0 |
Net cash provided by (used in) financing activities | 466,572 | 298,762 | -120,000 |
Net change in cash and cash equivalents | 287 | 714 | |
Cash and cash equivalents - unrestricted, beginning of period | 714 | ||
Cash and cash equivalents - unrestricted, end of period | 1,001 | 714 | |
Guarantors [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by (used in) continuing operating activities | -24 | -2,164 | -490 |
Net cash provided by (used in) operating activities | -24 | -2,164 | -490 |
Purchases of property and equipment | 60 | 2,759 | -105 |
Net cash flows provided by (used in) investing activities - continuing operations | 60 | 2,759 | -105 |
Net cash used in investing activities - discontinued operations | 0 | 0 | 0 |
Net cash provided by (used in) investing activities | 60 | 2,759 | -105 |
Net cash used in financing activities - discontinued operations | 0 | 0 | 0 |
Net change in cash and cash equivalents | 36 | 595 | -595 |
Cash and cash equivalents - unrestricted, beginning of period | -595 | ||
Cash and cash equivalents - unrestricted, end of period | 36 | -595 | |
Non-Guarantors [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash provided by (used in) continuing operating activities | 77,074 | 15,193 | -10,905 |
Net cash provided by discontinued operating activities | -147 | 94 | 76 |
Net cash provided by (used in) operating activities | 76,927 | 15,287 | -10,829 |
Purchases of property and equipment | -51,778 | -39,718 | -87,766 |
Purchase of AC Hotel | -21,206 | ||
Sale of management rights and intellectual property | 190,000 | ||
Collection of notes receivable | 1,740 | 4,480 | |
Decrease in restricted cash and cash equivalents | 2,759 | -13,959 | -5,060 |
Other investing activities | 8,012 | 2,177 | 5,349 |
Net cash flows provided by (used in) investing activities - continuing operations | -62,213 | -51,500 | 102,523 |
Net cash used in investing activities - discontinued operations | 0 | 0 | 0 |
Net cash provided by (used in) investing activities | -62,213 | -51,500 | 102,523 |
Other financing activities, net | -600 | -687 | -755 |
Net cash provided by (used in) financing activities - continuing operations | -600 | -687 | -755 |
Net cash used in financing activities - discontinued operations | 0 | 0 | 0 |
Net cash provided by (used in) financing activities | -600 | -687 | -755 |
Net change in cash and cash equivalents | 14,114 | -36,900 | 90,939 |
Cash and cash equivalents - unrestricted, beginning of period | 60,865 | 97,765 | 6,826 |
Cash and cash equivalents - unrestricted, end of period | 74,979 | 60,865 | 97,765 |
Eliminations [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash used in investing activities - discontinued operations | 0 | 0 | |
Net cash used in financing activities - discontinued operations | $0 | $0 |
Real_Estate_and_Accumulated_De1
Real Estate and Accumulated Depreciation (Detail) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | ||||
Initial cost, land | 128,872 | |||
Initial Cost, buildings & improvements | 1,660,915 | |||
Costs capitalized subs to Acquisition | 698,574 | |||
Gross amount, land | 219,642 | |||
Gross amount, buildings & improvements | 2,268,719 | |||
Gross amount, total | 2,488,361 | 2,436,266 | 2,429,282 | 2,388,860 |
Accumulated depreciation | 691,691 | 629,292 | 568,681 | 507,516 |
Gaylord Opryland [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Initial cost, land | 9,818 | |||
Initial Cost, buildings & improvements | 77,125 | |||
Costs capitalized subs to Acquisition | 533,223 | |||
Gross amount, land | 47,488 | |||
Gross amount, buildings & improvements | 572,678 | |||
Gross amount, total | 620,166 | |||
Accumulated depreciation | 285,549 | |||
Date of acquisition/ Construction | 1983 | |||
Gaylord Palms [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Initial cost, land | 21,564 | |||
Initial Cost, buildings & improvements | 314,661 | |||
Costs capitalized subs to Acquisition | 39,569 | |||
Gross amount, land | 29,900 | |||
Gross amount, buildings & improvements | 345,894 | |||
Gross amount, total | 375,794 | |||
Accumulated depreciation | 121,856 | |||
Date of acquisition/ Construction | 2002 | |||
Gaylord Texan [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Initial cost, land | 21,234 | |||
Initial Cost, buildings & improvements | 388,030 | |||
Costs capitalized subs to Acquisition | 75,091 | |||
Gross amount, land | 44,065 | |||
Gross amount, buildings & improvements | 440,290 | |||
Gross amount, total | 484,355 | |||
Accumulated depreciation | 119,861 | |||
Date of acquisition/ Construction | 2004 | |||
Gaylord National [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Initial cost, land | 43,211 | |||
Initial Cost, buildings & improvements | 840,261 | |||
Costs capitalized subs to Acquisition | 12,798 | |||
Gross amount, land | 46,176 | |||
Gross amount, buildings & improvements | 850,094 | |||
Gross amount, total | 896,270 | |||
Accumulated depreciation | 143,268 | |||
Date of acquisition/ Construction | 2008 | |||
Inn at Opryland [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | ||||
Initial cost, land | 2,676 | |||
Initial Cost, buildings & improvements | 7,248 | |||
Costs capitalized subs to Acquisition | 12,513 | |||
Gross amount, land | 2,875 | |||
Gross amount, buildings & improvements | 19,562 | |||
Gross amount, total | 22,437 | |||
Accumulated depreciation | 6,674 | |||
Date of acquisition/ Construction | 1998 | |||
AC Hotel [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | ||||
Initial cost, land | 9,079 | |||
Initial Cost, buildings & improvements | 17,340 | |||
Gross amount, land | 9,079 | |||
Gross amount, buildings & improvements | 17,340 | |||
Gross amount, total | 26,419 | |||
Accumulated depreciation | 36 | |||
Date of acquisition/ Construction | 2014 | |||
Miscellaneous [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | ||||
Initial cost, land | 21,290 | |||
Initial Cost, buildings & improvements | 16,250 | |||
Costs capitalized subs to Acquisition | 25,380 | |||
Gross amount, land | 40,059 | |||
Gross amount, buildings & improvements | 22,861 | |||
Gross amount, total | 62,920 | |||
Accumulated depreciation | $14,447 | |||
Date of acquisition/ Construction | ||||
Minimum [Member] | Gaylord Opryland [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 20 years | |||
Minimum [Member] | Gaylord Palms [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 20 years | |||
Minimum [Member] | Gaylord Texan [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 20 years | |||
Minimum [Member] | Gaylord National [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 20 years | |||
Minimum [Member] | Inn at Opryland [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 20 years | |||
Minimum [Member] | AC Hotel [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 20 years | |||
Minimum [Member] | Miscellaneous [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 20 years | |||
Maximum [Member] | Gaylord Opryland [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 40 years | |||
Maximum [Member] | Gaylord Palms [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 40 years | |||
Maximum [Member] | Gaylord Texan [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 40 years | |||
Maximum [Member] | Gaylord National [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 40 years | |||
Maximum [Member] | Inn at Opryland [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 40 years | |||
Maximum [Member] | AC Hotel [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 40 years | |||
Maximum [Member] | Miscellaneous [Member] | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Depreciation life | 40 years |
Real_Estate_Investment_and_Acc
Real Estate Investment and Accumulated Depreciation (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
SEC Schedule III, Real Estate and Accumulated Depreciation Disclosure [Abstract] | |||
Balance at beginning of year | $2,436,266 | $2,429,282 | $2,388,860 |
Acquisitions | 33,077 | ||
Improvements | 19,150 | 11,806 | 45,920 |
Disposals | -132 | -3,406 | -5,498 |
Impairments | -1,416 | ||
Balance at end of year | 2,488,361 | 2,436,266 | 2,429,282 |
Balance at beginning of year | 629,292 | 568,681 | 507,516 |
Depreciation | 62,492 | 64,095 | 64,605 |
Disposals | -93 | -3,484 | -3,440 |
Balance at end of year | $691,691 | $629,292 | $568,681 |
Real_Estate_and_Accumulated_De2
Real Estate and Accumulated Depreciation (Parenthetical) (Detail) (USD $) | Dec. 31, 2014 |
SEC Schedule III, Real Estate and Accumulated Depreciation Disclosure [Abstract] | |
Aggregate cost of properties for federal income tax | $2,400,000,000 |
Amount outstanding under credit facility | $588,800,000 |