Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 31, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | RHP | |
Entity Registrant Name | Ryman Hospitality Properties, Inc. | |
Entity Central Index Key | 1,040,829 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 51,006,044 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
ASSETS: | ||||
Property and equipment, net of accumulated depreciation | $ 1,991,690 | $ 1,982,816 | ||
Cash and cash equivalents - unrestricted | 35,858 | 56,291 | $ 40,340 | $ 76,408 |
Cash and cash equivalents - restricted | 25,872 | 22,355 | ||
Notes receivable | 150,517 | 152,560 | ||
Trade receivables, less allowance of $659 and $919, respectively | 58,253 | 55,033 | ||
Investment in Gaylord Rockies joint venture | 50,385 | 0 | ||
Prepaid expenses and other assets | 62,537 | 62,379 | ||
Total assets | 2,375,112 | 2,331,434 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||||
Debt and capital lease obligations | 1,486,843 | 1,431,710 | ||
Accounts payable and accrued liabilities | 161,347 | 153,383 | ||
Dividends payable | 39,087 | 36,868 | ||
Deferred management rights proceeds | 180,846 | 183,119 | ||
Deferred income tax liabilities, net | 1,367 | 1,163 | ||
Other liabilities | 155,426 | 145,629 | ||
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, 51,006 and 51,291 shares issued and outstanding, respectively | 510 | 513 | ||
Additional paid-in capital | 890,946 | 887,501 | ||
Treasury stock of 533 and 511 shares, at cost | (11,142) | (10,001) | ||
Accumulated deficit | (501,505) | (473,404) | ||
Accumulated other comprehensive loss | (28,613) | (25,047) | ||
Total stockholders' equity | 350,196 | 379,562 | ||
Total liabilities and stockholders' equity | $ 2,375,112 | $ 2,331,434 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 659 | $ 919 |
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 | 51,006,000 | 51,291,000 |
Common stock, shares outstanding | 51,006,000 | 51,291,000 |
Treasury stock, shares | 533,000 | 511,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues: | ||||
Rooms | $ 101,085 | $ 92,828 | $ 309,385 | $ 292,089 |
Food and beverage | 113,100 | 108,558 | 362,550 | 345,931 |
Other hotel revenue | 26,834 | 23,456 | 75,604 | 69,111 |
Entertainment | 30,701 | 27,978 | 81,893 | 72,873 |
Total revenues | 271,720 | 252,820 | 829,432 | 780,004 |
Operating expenses: | ||||
Rooms | 28,371 | 27,347 | 82,492 | 80,216 |
Food and beverage | 64,790 | 63,797 | 201,045 | 193,661 |
Other hotel expenses | 73,331 | 70,108 | 219,510 | 210,513 |
Management fees, net | 4,408 | 3,213 | 15,246 | 10,516 |
Total hotel operating expenses | 170,900 | 164,465 | 518,293 | 494,906 |
Entertainment | 19,100 | 18,954 | 54,630 | 48,775 |
Corporate | 8,447 | 8,017 | 22,315 | 21,384 |
Preopening costs | 118 | 909 | ||
Impairment and other charges | 2,890 | |||
Depreciation and amortization | 26,706 | 28,498 | 81,888 | 85,467 |
Total operating expenses | 225,153 | 220,052 | 677,126 | 654,331 |
Operating income | 46,567 | 32,768 | 152,306 | 125,673 |
Interest expense | (15,947) | (16,138) | (48,002) | (47,765) |
Interest income | 2,965 | 2,982 | 9,116 | 9,383 |
Loss from joint ventures | (638) | (2,086) | ||
Other gains and (losses), net | 2,468 | 2,467 | 2,288 | (18,104) |
Income before income taxes | 35,415 | 22,079 | 113,622 | 69,187 |
(Provision) benefit for income taxes | (1,822) | 4,612 | (2,352) | 3,425 |
Net income | $ 33,593 | $ 26,691 | $ 111,270 | $ 72,612 |
Basic income per share | $ 0.66 | $ 0.52 | $ 2.18 | $ 1.42 |
Fully diluted income per share | 0.66 | 0.52 | 2.17 | 1.41 |
Dividends declared per common share | $ 0.75 | $ 0.70 | $ 2.25 | $ 2 |
Comprehensive income, net of taxes | $ 29,979 | $ 26,364 | $ 107,704 | $ 72,381 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash Flows from Operating Activities: | ||
Net income | $ 111,270 | $ 72,612 |
Amounts to reconcile net income to net cash flows provided by operating activities: | ||
Provision (benefit) for deferred income taxes | 279 | (5,303) |
Depreciation and amortization | 81,888 | 85,467 |
Amortization of deferred financing costs | 3,647 | 4,177 |
Impairment and other charges | 2,890 | |
Loss on repurchase of warrants | 20,246 | |
Write-off of deferred financing costs | 1,926 | |
Stock-based compensation expense | 4,594 | 4,582 |
Changes in: | ||
Trade receivables | (3,220) | (18,619) |
Accounts payable and accrued liabilities | 2,647 | (3,254) |
Other assets and liabilities | (1,989) | (10,109) |
Net cash flows provided by operating activities | 199,116 | 154,615 |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (84,557) | (63,352) |
Proceeds from sale of Peterson LOI | 6,785 | 10,000 |
Investment in Gaylord Rockies joint venture | (50,443) | |
Increase in restricted cash and cash equivalents | (3,517) | (4,444) |
Other investing activities | 273 | 2,533 |
Net cash flows used in investing activities | (131,459) | (55,263) |
Cash Flows from Financing Activities: | ||
Net borrowings (repayments) under credit facility | 60,500 | (268,600) |
Repayments under term loan B | (3,000) | (3,000) |
Issuance of senior notes | 400,000 | |
Repayment of note payable related to purchase of AC Hotel | (6,000) | |
Repurchase of common stock warrants | (154,681) | |
Deferred financing costs paid | (11,145) | |
Repurchase of Company stock for retirement | (24,811) | |
Payment of dividend | (112,900) | (95,404) |
Proceeds from exercise of stock options | 1,284 | 1,430 |
Payment of tax withholdings for share-based compensation | (3,150) | (3,647) |
Other financing activities | (13) | (373) |
Net cash flows used in financing activities | (88,090) | (135,420) |
Net change in cash and cash equivalents | (20,433) | (36,068) |
Cash and cash equivalents - unrestricted, beginning of period | 56,291 | 76,408 |
Cash and cash equivalents - unrestricted, end of period | $ 35,858 | $ 40,340 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. BASIS OF PRESENTATION: On January 1, 2013, Ryman Hospitality Properties, Inc. (“Ryman”) and its subsidiaries (collectively with Ryman, the “Company”) began operating as a REIT for federal income tax purposes, specializing in group-oriented, destination hotel assets in urban and resort markets. The Company’s owned assets include a network of upscale, meetings-focused resorts that are managed by Marriott International, Inc. (“Marriott”) under the Gaylord Hotels brand. These resorts, which the Company refers to as the Gaylord Hotels properties, consist of the Gaylord Opryland Resort & Convention Center in Nashville, Tennessee (“Gaylord Opryland”), the Gaylord Palms Resort & Convention Center near Orlando, Florida (“Gaylord Palms”), the Gaylord Texan Resort & Convention Center near Dallas, Texas (“Gaylord Texan”) and the Gaylord National Resort & Convention Center near Washington D.C. (“Gaylord National”). The Company’s other owned assets managed by Marriott include Gaylord Springs Golf Links (“Gaylord Springs”), the Wildhorse Saloon, the General Jackson Showboat (“General Jackson”), the Inn at Opryland, an overflow hotel adjacent to Gaylord Opryland, and the AC Hotel at National Harbor, Washington D.C. (“AC Hotel”), an overflow hotel adjacent to Gaylord National that opened in April 2015. The Company also owns and operates a number of media and entertainment assets including the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers; the Ryman Auditorium, the storied live music venue and former home of the Grand Ole Opry located in downtown Nashville; and WSM-AM, the Opry’s radio home. The condensed consolidated financial statements include the accounts of Ryman and its subsidiaries and have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. In the opinion of management, all adjustments necessary for a fair statement of the results of operations for the interim periods have been included. All adjustments are of a normal, recurring nature. The results of operations for such interim periods are not necessarily indicative of the results for the full year because of seasonal and short-term variations. The Company conducts its business through an umbrella partnership real estate investment trust (“REIT”), in which substantially all of its assets are held by, and all of its operations are conducted through, RHP Hotel Properties, LP, a subsidiary operating partnership (the “Operating Partnership”) that the Company formed in connection with its REIT conversion discussed in Note 2. Ryman is the sole limited partner of the Operating Partnership and currently owns, either directly or indirectly, all of the partnership units of the Operating Partnership. RHP Finance Corporation, a Delaware corporation (“Finco”), was formed as a wholly-owned subsidiary of the Operating Partnership for the sole purpose of being an issuer of debt securities with the Operating Partnership. Neither Ryman nor Finco has any material assets, other than Ryman’s investment in the Operating Partnership and its 100%-owned subsidiaries. As 100%-owned subsidiaries of Ryman, neither the Operating Partnership nor Finco has any business, operations, financial results or other material information, other than the business, operations, financial results and other material information described in this Quarterly Report on Form 10-Q and Ryman’s other reports filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended. The Company principally operates, through its subsidiaries and its property managers, as applicable, in the following business segments: Hospitality, Entertainment, and Corporate and Other. Acquisitions and Investments 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 has rebranded the hotel and Marriott is now operating the property in conjunction with the Gaylord National pursuant to a separate management agreement. The hotel opened in April 2015. Simultaneously with the purchase of this hotel, the Company also acquired from an affiliate of The Peterson Companies a vacant one-half acre parcel of land located in close proximity to Gaylord National, suitable for development of a hotel or other permitted uses. In December 2014, the Company paid $21.2 million of the combined purchase price, including transaction costs, in cash and issued a $6.0 million note payable to an affiliate of The Peterson Companies, which was paid in January 2016 and bore interest at an Applicable Federal Rate as determined by the Internal Revenue Service and is shown in Note 7. In March 2016, certain subsidiaries of the Company entered into a series of agreements with respect to an equity investment in the Gaylord Rockies Resort & Convention Center in Aurora, Colorado (“Gaylord Rockies”). See Note 11 for further discussion of this investment. Newly Issued Accounting Standards In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “ Revenue from Contracts with Customers In February 2015, the FASB issued ASU No. 2015-02, “ Consolidation – Amendments to the Consolidation Guidance In February 2016, the FASB issued ASU No. 2016-02, “ Leases In March 2016, the FASB issued ASU No. 2016-09, “ Improvements to Employee Share-Based Payment Accounting In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments |
Deferred Management Rights Proc
Deferred Management Rights Proceeds | 9 Months Ended |
Sep. 30, 2016 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Management Rights Proceeds | 2. DEFERRED MANAGEMENT RIGHTS PROCEEDS: The Company restructured its business operations to facilitate its qualification as a REIT for federal income tax purposes (the “REIT conversion”) during 2012 and has elected to be taxed as a REIT commencing with the year ended December 31, 2013. On October 1, 2012, the Company consummated its agreement to sell the Gaylord Hotels brand and rights to manage Gaylord Opryland, Gaylord Palms, Gaylord Texan and Gaylord National to Marriott for $210.0 million in cash. Effective October 1, 2012, Marriott assumed responsibility for managing the day-to-day operations of the Gaylord Hotels properties pursuant to a management agreement for each Gaylord Hotel property. On October 1, 2012, the Company received $210.0 million in cash from Marriott in exchange for rights to manage the Gaylord Hotels properties (the “Management Rights”) and certain intellectual property (the “IP Rights”). The Company allocated $190.0 million of the purchase price to the Management Rights and $20.0 million to the IP Rights. The allocation was based on the Company’s estimates of the fair values for the respective components. The Company estimated the fair value of each component by constructing distinct discounted cash flow models. For financial accounting purposes, the amount related to the Management Rights was deferred and is amortized on a straight line basis over the 65-year term of the hotel management agreements, including extensions, as a reduction in management fee expense. The amount related to the IP Rights was recognized into income as other gains and losses during the fourth quarter of 2012. In addition, pursuant to additional management agreements, Marriott manages the day-to-day operations of the Inn at Opryland, the AC Hotel, General Jackson Showboat, Gaylord Springs Golf Links and the Wildhorse Saloon. To comply with certain REIT qualification requirements, the Company will be required to engage third-party managers to operate and manage its future hotel properties, if any. Additionally, non-REIT operations, which consist of the activities of taxable REIT subsidiaries (“TRSs”) that act as lessees of the Company’s hotels, as well as the businesses within the Company’s Entertainment segment, continue to be subject, as applicable, to federal corporate and state income taxes following the REIT conversion. |
Income Per Share
Income Per Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Income Per Share | 3. INCOME PER SHARE: The weighted average number of common shares outstanding is calculated as follows (in thousands): Three Months Ended Nine Months Ended 2016 2015 2016 2015 Weighted average shares outstanding - basic 51,004 51,283 51,009 51,226 Effect of dilutive stock-based compensation 266 347 270 361 Weighted average shares outstanding - diluted 51,270 51,630 51,279 51,587 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | 4. ACCUMULATED OTHER COMPREHENSIVE LOSS: The Company’s balance in accumulated other comprehensive loss is composed of amounts related to the Company’s minimum pension liability. During the three months and nine months ended September 30, 2016, the Company recorded $3.7 million in other comprehensive loss, and during the three months and nine months ended September 30, 2015, the Company recorded $0.6 million in other comprehensive loss, which primarily represents the increases in the Company’s pension plan liability as described in Note 9. During the three months and nine months ended September 30, 2016, the Company reclassified zero and $0.1 million, respectively, and during the three months and nine months ended September 30, 2015, the Company reclassified zero and $0.2 million, respectively, from accumulated other comprehensive loss into operating expenses in the Company’s condensed consolidated statements of operations included herein. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 5. PROPERTY AND EQUIPMENT: Property and equipment at September 30, 2016 and December 31, 2015 is recorded at cost and summarized as follows (in thousands): September 30, December 31, Land and land improvements $ 264,064 $ 255,179 Buildings 2,391,028 2,369,851 Furniture, fixtures and equipment 628,251 603,529 Construction-in-progress 39,332 10,576 3,322,675 3,239,135 Accumulated depreciation (1,330,985 ) (1,256,319 ) Property and equipment, net $ 1,991,690 $ 1,982,816 |
Notes Receivable
Notes Receivable | 9 Months Ended |
Sep. 30, 2016 | |
Receivables [Abstract] | |
Notes Receivable | 6. NOTES RECEIVABLE: As further discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, in connection with the development of Gaylord National, the Company is currently holding two issuances of governmental bonds and receives debt service thereon, payable from property tax increments, hotel taxes and special hotel rental taxes generated from Gaylord National through the maturity date. The Company is recording the amortization of discount on these notes receivable as interest income over the life of the notes. During the three months ended September 30, 2016 and 2015, the Company recorded interest income of $3.0 million on these bonds. During the nine months ended September 30, 2016 and 2015, the Company recorded interest income of $9.0 million and $9.3 million, respectively, on these bonds. The Company received payments of $11.1 million and $9.4 million during the nine months ended September 30, 2016 and 2015, respectively, relating to these notes receivable. See additional discussion regarding the fair value of these notes receivable in Note 13. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | 7. DEBT: The Company’s debt and capital lease obligations at September 30, 2016 and December 31, 2015 consisted of (in thousands): September 30, December 31, $700 Million Revolving Credit Facility, interest at LIBOR plus 1.65%, maturing June 5, 2019, less unamortized deferred financing costs of $5,784 and $7,335 $ 361,116 $ 299,065 $400 Million Term Loan B, interest at LIBOR plus 2.75%, maturing January 15, 2021, less unamortized deferred financing costs of $5,569 and $6,457 385,431 387,543 $350 Million Senior Notes, interest at 5.0%, maturing April 15, 2021, less unamortized deferred financing costs of $4,461 and $5,107 345,539 344,893 $400 Million Senior Notes, interest at 5.0%, maturing April 15, 2023, less unamortized deferred financing costs of $5,906 and $6,469 394,094 393,531 AC Hotel Note Payable — 6,000 Capital lease obligations 663 678 Total debt 1,486,843 1,431,710 Less amounts due within one year (19 ) (6,019 ) Total long-term debt $ 1,486,824 $ 1,425,691 At September 30, 2016, the Company was in compliance with all of its covenants related to its outstanding debt. Warrants Related to Former 3.75% Convertible Senior Notes Separately and concurrently with the 2009 issuance of its previous convertible notes, the Company also entered into warrant transactions whereby it sold common stock purchase warrants to counterparties affiliated with the initial purchasers of the convertible notes. The warrants entitled the counterparties to purchase shares of the Company’s common stock. Pursuant to December 2014 agreements with the remaining counterparties, the Company cash settled the remaining 4.7 million warrants in the first quarter of 2015. As the modification required the warrants to be cash settled, the fair value of the warrants was reclassified from stockholders’ equity to a derivative liability on the modification date. In the first quarter of 2015, the Company settled this repurchase for total consideration of $154.7 million and recorded a $20.2 million loss on the change in the fair value of the derivative liability from December 31, 2014 through the settlement date, which is included in other gains and losses, net in the accompanying condensed consolidated statement of operations for the nine months ended September 30, 2015. |
Stock Plans
Stock Plans | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Plans | 8. STOCK PLANS: In addition to grants of stock options to its directors and employees, which the Company no longer actively grants, the Company’s incentive plans permit the award of restricted stock and restricted stock units. The fair value of restricted stock and restricted stock units with time-based vesting is determined based on the market price of the Company’s stock at the date of grant. The fair value of restricted stock and restricted stock units with performance conditions is determined using a Monte-Carlo simulation model. The Company generally records compensation expense equal to the fair value of each restricted stock award granted over the vesting period. During the nine months ended September 30, 2016, the Company granted 0.1 million restricted stock units with a weighted-average grant date fair value of $47.68 per award. There were 0.5 million restricted stock units outstanding at September 30, 2016 and December 31, 2015. The compensation expense that has been charged against pre-tax income for all of the Company’s stock-based compensation plans was $1.5 million for the three months ended September 30, 2016 and 2015, and $4.6 million for the nine months ended September 30, 2016 and 2015. |
Pension and Postretirement Bene
Pension and Postretirement Benefits Other Than Pension Plans | 9 Months Ended |
Sep. 30, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension and Postretirement Benefits Other Than Pension Plans | 9. PENSION AND POSTRETIREMENT BENEFITS OTHER THAN PENSION PLANS: Net periodic pension expense reflected in the accompanying condensed consolidated statements of operations included the following components for the respective periods (in thousands): Three Months Ended Nine Months Ended 2016 2015 2016 2015 Interest cost $ 966 $ 1,005 $ 2,896 $ 2,977 Expected return on plan assets (1,021 ) (1,142 ) (3,061 ) (3,518 ) Amortization of net actuarial loss 307 258 921 875 Net settlement loss 1,567 1,593 1,567 1,593 Total net periodic pension expense $ 1,819 $ 1,714 $ 2,323 $ 1,927 As a result of increased lump-sum distributions from the Company’s qualified retirement plan during 2016 and 2015, net settlement losses of $1.6 million were recognized in the three months and nine months ended September 30, 2016 and 2015. These net settlement losses have been classified as corporate operating expenses in the accompanying condensed consolidated statements of operations. In addition, the increase in lump-sum distributions required the Company to re-measure its liability under its pension plan as of September 30, 2016. As a result of the lump-sum distributions, offset by a decrease in the pension plan’s assumed discount rate from 3.9% at December 31, 2015 to 3.1% at September 30, 2016, the Company recorded a $5.3 million increase in its liability under the pension plan, which was recorded as an increase in other liabilities and accumulated other comprehensive loss in the accompanying condensed consolidated balance sheet at September 30, 2016. Net postretirement benefit income reflected in the accompanying condensed consolidated statements of operations included the following components for the respective periods (in thousands): Three Months Ended Nine Months Ended 2016 2015 2016 2015 Interest cost $ 30 $ 53 $ 90 $ 159 Amortization of net actuarial loss 60 118 181 354 Amortization of prior service credit (328 ) (329 ) (985 ) (986 ) Total net postretirement benefit income $ (238 ) $ (158 ) $ (714 ) $ (473 ) |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
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 the sale of certain assets occurring prior to January 1, 2018. In addition, the Company will continue to be required to pay federal and state corporate income taxes on earnings of its TRSs. The Company recorded an income tax (provision) benefit of $(1.8) million and $4.6 million for the three months ended September 30, 2016 and 2015, respectively, and $(2.4) million and $3.4 million for the nine months ended September 30, 2016 and 2015, respectively, related to the current period operations of the Company. These results differ from the statutory rate primarily due to the REIT dividends paid deduction and the change in valuation allowance required at the TRSs. At September 30, 2016 and December 31, 2015, the Company had no unrecognized tax benefits. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. COMMITMENTS AND CONTINGENCIES: Gaylord Rockies Resort & Convention Center In March 2016, certain subsidiaries of the Company entered into a series of agreements with affiliates of RIDA Development Corporation (“RIDA”) and Ares Management, L.P. (“Ares”) with respect to an equity investment in Gaylord Rockies, which is currently being developed by RIDA and Ares. The hotel will be managed by an affiliate of Marriott pursuant to a long-term management contract and is expected to consist of a 1,500-room resort hotel with over 485,000 square feet of exhibition, meeting, pre-function and outdoor space. The hotel is expected to be completed in late 2018 and has a total estimated project cost of approximately $800 million. The Company acquired a 35% interest in a limited liability company which will own the real property comprising the hotel for a capital contribution expected to total approximately $86.1 million. Simultaneously, the Company also acquired a 35% interest in a limited liability company which will lease the hotel from the property owner and assume the Marriott management agreement prior to the opening of the hotel. The Company has funded $50.4 million of its capital contribution, and expects to fund the remainder of its capital contribution during the remainder of 2016 and the first half of 2017. The Company’s capital contributions will be funded from available cash on hand and borrowings under its revolving credit facility. The terms of the Company’s investment provide that the Company will have the ability to approve certain major decisions affecting the hotel, including, but not limited to, operating budgets, major capital expenditures, material transactions involving the hotel, and approval of designated hotel senior management. The Company also has a right of first offer to acquire the remainder of the project and designated rights to participate in any sales process with respect to the project after exercise of its first offer rights. However, because the power to direct the activities that most significantly impact the economic performance of the hotel are either shared or are held by some combination of RIDA, Ares and Marriott, the Company is not the primary beneficiary of this variable interest entity, and thus, accounts for its investment in this joint venture under the equity method of accounting. As such, the Company does not consolidate any part of the assets or liabilities of this investment. The Company’s share of equity method net income or loss will increase or decrease, as applicable, the carrying value of our equity method investment. A subsidiary of the Company will provide designated asset management services on behalf of the hotel during the pre-construction period in exchange for a flat fee and after opening of the hotel in exchange for a fee based on the hotel’s gross revenues on an annual basis. In connection with the agreements, the Company agreed to provide guarantees of the hotel’s construction loan, including a principal repayment guaranty of up to $21 million of the total $500 million principal amount of the construction loan previously obtained from a consortium of eight banks, with such amount reducing to $14 million and further reducing to $8.75 million upon the hotel’s satisfaction of designated debt service coverage requirements following completion and opening of the hotel. The Company has also provided a completion guarantee under the construction loan capped at its pro rata share of all costs necessary to complete the project within the time specified in the joint venture’s loan documents. Further, the Company has agreed to a guaranty capped at its pro rata share of the joint venture’s obligations under the construction loan prior to the hotel’s opening related to interest accruing under the construction loan and the operating expenses of the property (estimated pro rata share of interest prior to the hotel opening is $9.8 million). In addition to guaranties related to the construction loan, the Company agreed to provide a guaranty of the mezzanine debt related to the hotel including a payment guaranty capped at $8.75 million for which the Company is only liable in the event there is a casualty or condemnation event at the hotel and the construction lenders elect to apply those proceeds to the construction loan balance and release the construction loan guaranties and liens. The guaranty related to the mezzanine debt also includes an uncapped completion guaranty and an uncapped guaranty of the joint venture’s obligations under the mezzanine loan prior to the hotel’s opening related to interest accruing under the mezzanine loan and the operating expenses of the property to the extent not already satisfied by the parties under the guaranties related to the construction loan. As of September 30, 2016, the Company had not recorded any liability in the condensed consolidated balance sheet associated with these guarantees. Other Commitments and Contingencies The Company is self-insured up to a stop loss for certain losses related to workers’ compensation claims and general liability claims through September 30, 2012, and for certain losses related to employee medical benefits through December 31, 2012. The Company’s insurance program subsequently transitioned to a low or no deductible program. The Company has purchased stop-loss coverage in order to limit its exposure to any significant levels of claims relating to workers’ compensation, employee medical benefits and general liability for which it is self-insured. The Company has entered into employment agreements with certain officers, which provide for severance payments upon certain events, including certain terminations in connection with a change of control. The Company, in the ordinary course of business, is involved in certain legal actions and claims on a variety of matters. It is the opinion of management that such legal actions will not have a material effect on the results of operations, financial condition or liquidity of the Company. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | 12. STOCKHOLDERS’ EQUITY: Stock Repurchase Authorization On August 20, 2015, the Company announced that its board of directors authorized a share repurchase program for up to $100 million of the Company’s common stock using cash on hand and borrowings under its revolving credit line. The repurchases are intended to be implemented through open market transactions on U.S. exchanges or in privately negotiated transactions, in accordance with applicable securities laws, and any market purchases will be made during open trading window periods or pursuant to any applicable Rule 10b5-1 trading plans. The authorization extends until December 31, 2016. The timing, prices, and sizes of repurchases will depend upon prevailing market prices, general economic and market conditions and other considerations. The repurchase program does not obligate the Company to acquire any particular amount of stock. During the three months ended March 31, 2016, the Company repurchased 0.5 million shares of its common stock for an aggregate purchase price of $24.8 million, which the Company funded using cash on hand and borrowings under its revolving credit facility. The repurchased stock, which represents the entirety of shares that have been repurchased under the current authorization, was cancelled by the Company and has been reflected as a reduction of retained earnings at September 30, 2016 in the accompanying condensed consolidated financial statements. Dividends On February 26, 2016, the Company’s board of directors declared the Company’s first quarter 2016 cash dividend in the amount of $0.75 per share of common stock, or an aggregate of approximately $38.2 million in cash, which was paid on April 15, 2016 to stockholders of record as of the close of business on March 31, 2016. On June 13, 2016, the Company’s board of directors declared the Company’s second quarter 2016 cash dividend in the amount of $0.75 per share of common stock, or an aggregate of approximately $38.3 million in cash, which was paid on July 15, 2016 to stockholders of record as of the close of business on June 30, 2016. On September 14, 2016, the Company’s board of directors declared the Company’s third quarter 2016 cash dividend in the amount of $0.75 per share of common stock, or an aggregate of approximately $38.3 million in cash, which was paid on October 14, 2016 to stockholders of record as of the close of business on September 30, 2016. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 13. FAIR VALUE MEASUREMENTS: The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. At September 30, 2016 and December 31, 2015, the Company held certain assets that are required to be measured at fair value on a recurring basis. These included investments held in conjunction with the Company’s non-qualified contributory deferred compensation plan. These investments consist of mutual funds traded in an active market. The Company determined the fair value of these mutual funds based on the net asset value per unit of the funds or the portfolio, which is based upon quoted market prices in an active market. Therefore, the Company has categorized these investments as Level 1. The Company has consistently applied the above valuation techniques in all periods presented and believes it has obtained the most accurate information available for each type of instrument. The Company had no liabilities required to be measured at fair value at September 30, 2016 and December 31, 2015. The Company’s assets measured at fair value on a recurring basis at September 30, 2016 and December 31, 2015, were as follows (in thousands): September 30, Markets for Observable (Level 2) Unobservable (Level 3) Deferred compensation plan investments $ 21,028 $ 21,028 $ — $ — Total assets measured at fair value $ 21,028 $ 21,028 $ — $ — December 31, Markets for (Level 1) Observable Unobservable (Level 3) Deferred compensation plan investments $ 19,289 $ 19,289 $ — $ — Total assets measured at fair value $ 19,289 $ 19,289 $ — $ — The remainder of the assets and liabilities held by the Company at September 30, 2016 are not required to be measured at fair value. The carrying value of certain of these assets and liabilities do not approximate fair value, as described below. As further discussed in Note 6 and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, in connection with the development of Gaylord National, the Company received two bonds (“Series A Bond” and “Series B Bond”) from Prince George’s County, Maryland which had aggregate carrying values of $81.1 million and $69.4 million, respectively, at September 30, 2016. The maturity dates of the Series A Bond and the Series B Bond are July 1, 2034 and September 1, 2037, respectively. Based upon current market interest rates of notes receivable with comparable market ratings and current expectations about the timing of debt service payments under the notes, which the Company considers as Level 3, the fair value of the Series A Bond, which has the senior claim to the cash flows supporting these bonds, approximated carrying value at September 30, 2016 and the fair value of the Series B Bond was approximately $62 million at September 30, 2016. While the fair value of the Series B Bond decreased to less than its carrying value during 2011 due to a change in the timing of the debt service payments, the Company has the intent and ability to hold this bond to maturity and expects to receive all debt service payments due under the note. Therefore, the Company does not consider the Series B Bond to be other than temporarily impaired at September 30, 2016. The carrying amount of short-term financial instruments held by the Company (cash, short-term investments, trade receivables, accounts payable and accrued liabilities) approximates fair value due to the short maturity of those instruments. The concentration of credit risk on trade receivables is minimized by the large and diverse nature of the Company’s customer base. |
Financial Reporting By Business
Financial Reporting By Business Segments | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Financial Reporting By Business Segments | 14. FINANCIAL REPORTING BY BUSINESS SEGMENTS: The Company’s operations are organized into three principal business segments: • Hospitality • Entertainment • Corporate and Other The following information is derived directly from the segments’ internal financial reports used for corporate management purposes (amounts in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Revenues: Hospitality $ 241,019 $ 224,842 $ 747,539 $ 707,131 Entertainment 30,701 27,978 81,893 72,873 Corporate and Other — — — — Total $ 271,720 $ 252,820 $ 829,432 $ 780,004 Depreciation and amortization: Hospitality $ 24,401 $ 26,383 $ 75,051 $ 79,175 Entertainment 1,637 1,434 4,845 4,199 Corporate and Other 668 681 1,992 2,093 Total $ 26,706 $ 28,498 $ 81,888 $ 85,467 Operating income: Hospitality $ 45,718 $ 33,994 $ 154,195 $ 133,050 Entertainment 9,964 7,590 22,418 19,899 Corporate and Other (9,115 ) (8,698 ) (24,307 ) (23,477 ) Preopening costs — (118 ) — (909 ) Impairment and other charges — — — (2,890 ) Total operating income 46,567 32,768 152,306 125,673 Interest expense (15,947 ) (16,138 ) (48,002 ) (47,765 ) Interest income 2,965 2,982 9,116 9,383 Loss from joint ventures (638 ) — (2,086 ) — Other gains and (losses), net 2,468 2,467 2,288 (18,104 ) Income before income taxes $ 35,415 $ 22,079 $ 113,622 $ 69,187 |
Information Concerning Guaranto
Information Concerning Guarantor and Non-Guarantor Subsidiaries | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Information Concerning Guarantor and Non-Guarantor Subsidiaries | 15. INFORMATION CONCERNING GUARANTOR AND NON-GUARANTOR SUBSIDIARIES: The $350 Million 5% Senior Notes and the $400 Million 5% Senior Notes were each issued by the Operating Partnership and Finco and are guaranteed on a senior unsecured basis by the Company, each of the Company’s four wholly-owned subsidiaries that own the Gaylord Hotels properties, and certain other of the Company’s subsidiaries, each of which guarantees the Operating Partnership’s Credit Facility (such subsidiary guarantors, together with the Company, the “Guarantors”). The subsidiary Guarantors are 100% owned, and the guarantees are full and unconditional and joint and several. Not all of the Company’s subsidiaries have guaranteed the Company’s $350 Million 5% Senior Notes and the $400 Million 5% Senior Notes. The following condensed consolidating financial information includes certain allocations of expenses based on management’s best estimates, which are not necessarily indicative of financial position, results of operations and cash flows that these entities would have achieved on a stand-alone basis. RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET September 30, 2016 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated ASSETS: Property and equipment, net of accumulated depreciation $ 15,107 $ — $ 1,605,047 $ 371,536 $ — $ 1,991,690 Cash and cash equivalents - unrestricted 59 1,079 33 34,687 — 35,858 Cash and cash equivalents - restricted — — — 25,872 — 25,872 Notes receivable — — — 150,517 — 150,517 Trade receivables, less allowance — — — 58,253 — 58,253 Investment in Gaylord Rockies joint venture — — — 50,385 — 50,385 Prepaid expenses and other assets 447 67 6,486 63,115 (7,578 ) 62,537 Intercompany receivables, net — — 1,577,611 — (1,577,611 ) — Investments 955,365 2,861,471 530,944 763,791 (5,111,571 ) — Total assets $ 970,978 $ 2,862,617 $ 3,720,121 $ 1,518,156 $ (6,696,760 ) $ 2,375,112 LIABILITIES AND STOCKHOLDERS’ EQUITY: Debt and capital lease obligations $ — $ 1,486,179 $ — $ 664 $ — $ 1,486,843 Accounts payable and accrued liabilities 1,047 17,454 13,461 136,950 (7,565 ) 161,347 Dividends payable 39,087 — — — — 39,087 Deferred management rights proceeds — — — 180,846 — 180,846 Deferred income tax liabilities, net 1,016 — 434 (83 ) — 1,367 Other liabilities — — 88,679 66,760 (13 ) 155,426 Intercompany payables, net 579,632 695,102 — 302,877 (1,577,611 ) — Commitments and contingencies Stockholders’ equity: Preferred stock — — — — — — Common stock 510 1 1 2,387 (2,389 ) 510 Additional paid-in-capital 890,946 859,304 2,812,431 1,346,142 (5,017,877 ) 890,946 Treasury stock (11,142 ) — — — — (11,142 ) Accumulated deficit (501,505 ) (195,423 ) 805,115 (489,774 ) (119,918 ) (501,505 ) Accumulated other comprehensive loss (28,613 ) — — (28,613 ) 28,613 (28,613 ) Total stockholders’ equity 350,196 663,882 3,617,547 830,142 (5,111,571 ) 350,196 Total liabilities and stockholders’ equity $ 970,978 $ 2,862,617 $ 3,720,121 $ 1,518,156 $ (6,696,760 ) $ 2,375,112 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2015 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated ASSETS: Property and equipment, net of accumulated depreciation $ 6,869 $ — $ 1,622,674 $ 353,273 $ — $ 1,982,816 Cash and cash equivalents - unrestricted 23 1,578 158 54,532 — 56,291 Cash and cash equivalents - restricted — — — 22,355 — 22,355 Notes receivable — — — 152,560 — 152,560 Trade receivables, less allowance — — — 55,033 — 55,033 Prepaid expenses and other assets 7,111 — 116,218 57,264 (118,214 ) 62,379 Intercompany receivables, net — — 1,284,587 — (1,284,587 ) — Investments 976,809 2,795,064 531,628 697,381 (5,000,882 ) — Total assets $ 990,812 $ 2,796,642 $ 3,555,265 $ 1,392,398 $ (6,403,683 ) $ 2,331,434 LIABILITIES AND STOCKHOLDERS’ EQUITY: Debt and capital lease obligations $ — $ 1,431,032 $ — $ 678 $ — $ 1,431,710 Accounts payable and accrued liabilities 103 8,153 1,390 262,234 (118,497 ) 153,383 Dividends payable 36,868 — — — — 36,868 Deferred management rights proceeds — — — 183,119 — 183,119 Deferred income tax liabilities, net 1,609 — 599 (1,045 ) — 1,163 Other liabilities — — 84,746 60,600 283 145,629 Intercompany payables, net 572,670 506,341 — 205,576 (1,284,587 ) — Commitments and contingencies Stockholders’ equity: Preferred stock — — — — — — Common stock 513 1 1 2,387 (2,389 ) 513 Additional paid-in-capital 887,501 996,425 2,812,431 1,213,324 (5,022,180 ) 887,501 Treasury stock (10,001 ) — — — — (10,001 ) Accumulated deficit (473,404 ) (145,310 ) 656,098 (509,428 ) (1,360 ) (473,404 ) Accumulated other comprehensive loss (25,047 ) — — (25,047 ) 25,047 (25,047 ) Total stockholders’ equity 379,562 851,116 3,468,530 681,236 (5,000,882 ) 379,562 Total liabilities and stockholders’ equity $ 990,812 $ 2,796,642 $ 3,555,265 $ 1,392,398 $ (6,403,683 ) $ 2,331,434 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME For the Three Months Ended September 30, 2016 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Revenues: Rooms $ — $ — $ — $ 101,085 $ — $ 101,085 Food and beverage — — — 113,100 — 113,100 Other hotel revenue — — 74,738 30,724 (78,628 ) 26,834 Entertainment 46 — — 30,701 (46 ) 30,701 Total revenues 46 — 74,738 275,610 (78,674 ) 271,720 Operating expenses: Rooms — — — 28,371 — 28,371 Food and beverage — — — 64,790 — 64,790 Other hotel expenses — — 10,860 137,101 (74,630 ) 73,331 Management fees, net — — — 4,408 — 4,408 Total hotel operating expenses — — 10,860 234,670 (74,630 ) 170,900 Entertainment — — — 19,146 (46 ) 19,100 Corporate 98 410 — 7,939 — 8,447 Corporate overhead allocation 2,278 — 1,720 — (3,998 ) — Depreciation and amortization 55 — 14,765 11,886 — 26,706 Total operating expenses 2,431 410 27,345 273,641 (78,674 ) 225,153 Operating income (loss) (2,385 ) (410 ) 47,393 1,969 — 46,567 Interest expense 18 (16,444 ) 119 360 — (15,947 ) Interest income — — — 2,965 — 2,965 Loss from joint ventures — — — (638 ) — (638 ) Other gains and (losses), net — — — 2,468 — 2,468 Income (loss) before income taxes (2,367 ) (16,854 ) 47,512 7,124 — 35,415 (Provision) benefit for income taxes (352 ) — 36 (1,506 ) — (1,822 ) Equity in subsidiaries’ earnings, net 36,312 — — — (36,312 ) — Net income (loss) $ 33,593 $ (16,854 ) $ 47,548 $ 5,618 $ (36,312 ) $ 33,593 Comprehensive income (loss) $ 29,979 $ (16,854 ) $ 47,548 $ 2,004 $ (32,698 ) $ 29,979 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME For the Three Months Ended September 30, 2015 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Revenues: Rooms $ — $ — $ — $ 92,828 $ — $ 92,828 Food and beverage — — — 108,558 — 108,558 Other hotel revenue — — 74,846 27,685 (79,075 ) 23,456 Entertainment 57 — — 27,966 (45 ) 27,978 Total revenues 57 — 74,846 257,037 (79,120 ) 252,820 Operating expenses: Rooms — — — 27,347 — 27,347 Food and beverage — — — 63,797 — 63,797 Other hotel expenses — — 10,935 133,909 (74,736 ) 70,108 Management fees, net — — — 3,213 — 3,213 Total hotel operating expenses — — 10,935 228,266 (74,736 ) 164,465 Entertainment — — — 19,000 (46 ) 18,954 Corporate 78 374 — 7,565 — 8,017 Corporate overhead allocation 2,482 — 1,856 — (4,338 ) — Preopening costs — — — 118 — 118 Depreciation and amortization 32 — 14,730 13,736 — 28,498 Total operating expenses 2,592 374 27,521 268,685 (79,120 ) 220,052 Operating income (loss) (2,535 ) (374 ) 47,325 (11,648 ) — 32,768 Interest expense — (16,140 ) 10 (8 ) — (16,138 ) Interest income — — — 2,982 — 2,982 Other gains and (losses), net — — — 2,467 — 2,467 Income (loss) before income taxes (2,535 ) (16,514 ) 47,335 (6,207 ) — 22,079 (Provision) benefit for income taxes (135 ) (22 ) (61 ) 4,830 — 4,612 Equity in subsidiaries’ earnings, net 29,361 — — — (29,361 ) — Net income (loss) $ 26,691 $ (16,536 ) $ 47,274 $ (1,377 ) $ (29,361 ) $ 26,691 Comprehensive income (loss) $ 26,364 $ (16,536 ) $ 47,274 $ (1,704 ) $ (29,034 ) $ 26,364 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME For the Nine Months Ended September 30, 2016 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Revenues: Rooms $ — $ — $ — $ 309,385 $ — $ 309,385 Food and beverage — — — 362,550 — 362,550 Other hotel revenue — — 231,074 87,183 (242,653 ) 75,604 Entertainment 194 — — 81,867 (168 ) 81,893 Total revenues 194 — 231,074 840,985 (242,821 ) 829,432 Operating expenses: Rooms — — — 82,492 — 82,492 Food and beverage — — — 201,045 — 201,045 Other hotel expenses — — 32,749 417,510 (230,749 ) 219,510 Management fees, net — — — 15,246 — 15,246 Total hotel operating expenses — — 32,749 716,293 (230,749 ) 518,293 Entertainment — — — 54,798 (168 ) 54,630 Corporate 292 1,217 2 20,804 — 22,315 Corporate overhead allocation 6,748 — 5,156 — (11,904 ) — Depreciation and amortization 135 — 44,263 37,490 — 81,888 Total operating expenses 7,175 1,217 82,170 829,385 (242,821 ) 677,126 Operating income (loss) (6,981 ) (1,217 ) 148,904 11,600 — 152,306 Interest expense 18 (48,896 ) 254 622 — (48,002 ) Interest income 28 — — 9,088 — 9,116 Loss from joint ventures — — — (2,086 ) — (2,086 ) Other gains and (losses), net — — (87 ) 2,375 — 2,288 Income (loss) before income taxes (6,935 ) (50,113 ) 149,071 21,599 — 113,622 Provision for income taxes (352 ) — (54 ) (1,946 ) — (2,352 ) Equity in subsidiaries’ earnings, net 118,557 — — — (118,557 ) — Net income (loss) $ 111,270 $ (50,113 ) $ 149,017 $ 19,653 $ (118,557 ) $ 111,270 Comprehensive income (loss) $ 107,704 $ (50,113 ) $ 149,017 $ 16,087 $ (114,991 ) $ 107,704 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME For the Nine Months Ended September 30, 2015 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Revenues: Rooms $ — $ — $ — $ 292,089 $ — $ 292,089 Food and beverage — — — 345,931 — 345,931 Other hotel revenue — — 225,182 82,038 (238,109 ) 69,111 Entertainment 172 — — 72,863 (162 ) 72,873 Total revenues 172 — 225,182 792,921 (238,271 ) 780,004 Operating expenses: Rooms — — — 80,216 — 80,216 Food and beverage — — — 193,661 — 193,661 Other hotel expenses — — 32,803 402,566 (224,856 ) 210,513 Management fees — — — 10,516 — 10,516 Total hotel operating expenses — — 32,803 686,959 (224,856 ) 494,906 Entertainment — — — 48,938 (163 ) 48,775 Corporate 251 1,023 2 20,108 — 21,384 Corporate overhead allocation 7,481 — 5,771 — (13,252 ) — Preopening costs — — — 909 — 909 Impairment and other charges — — — 2,890 — 2,890 Depreciation and amortization 95 — 44,245 41,127 — 85,467 Total operating expenses 7,827 1,023 82,821 800,931 (238,271 ) 654,331 Operating income (loss) (7,655 ) (1,023 ) 142,361 (8,010 ) — 125,673 Interest expense — (47,903 ) 12 126 — (47,765 ) Interest income — — — 9,383 — 9,383 Other gains and (losses), net (20,246 ) — — 2,142 — (18,104 ) Income (loss) before income taxes (27,901 ) (48,926 ) 142,373 3,641 — 69,187 (Provision) benefit for income taxes (135 ) — (185 ) 3,745 — 3,425 Equity in subsidiaries’ earnings, net 100,648 — — — (100,648 ) — Net income (loss) $ 72,612 $ (48,926 ) $ 142,188 $ 7,386 $ (100,648 ) $ 72,612 Comprehensive income (loss) $ 72,381 $ (48,926 ) $ 142,188 $ 7,155 $ (100,417 ) $ 72,381 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 2016 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ 141,202 $ (51,999 ) $ 23,151 $ 86,762 $ — $ 199,116 Purchases of property and equipment (8,374 ) — (23,304 ) (52,879 ) — (84,557 ) Proceeds from sale of Peterson LOI 6,785 — — — — 6,785 Investment in Gaylord Rockies joint venture — — — (50,443 ) — (50,443 ) Increase in restricted cash and cash equivalents — — — (3,517 ) — (3,517 ) Other investing activities — — 28 245 — 273 Net cash used in investing activities (1,589 ) — (23,276 ) (106,594 ) — (131,459 ) Net borrowings under credit facility — 60,500 — — — 60,500 Repayments under term loan B — (3,000 ) — — — (3,000 ) Repayment of note payable related to purchase of AC Hotel — (6,000 ) — — — (6,000 ) Repurchase of Company stock for retirement (24,811 ) — — — — (24,811 ) Payment of dividend (112,900 ) — — — — (112,900 ) Proceeds from exercise of stock options 1,284 — — — — 1,284 Payment of tax withholdings for share-based compensation (3,150 ) — — — — (3,150 ) Other financing activities — — — (13 ) — (13 ) Net cash provided by (used in) financing activities (139,577 ) 51,500 — (13 ) — (88,090 ) Net change in cash and cash equivalents 36 (499 ) (125 ) (19,845 ) — (20,433 ) Cash and cash equivalents at beginning of period 23 1,578 158 54,532 — 56,291 Cash and cash equivalents at end of period $ 59 $ 1,079 $ 33 $ 34,687 $ — $ 35,858 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 2015 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ 242,190 $ (117,399 ) $ 2,754 $ 27,070 $ — $ 154,615 Purchases of property and equipment (199 ) — (2,764 ) (60,389 ) — (63,352 ) Proceeds from sale of Peterson LOI 10,000 — — — — 10,000 Increase in restricted cash and cash equivalents — — — (4,444 ) — (4,444 ) Other investing activities — — — 2,533 — 2,533 Net cash provide by (used in) investing activities 9,801 — (2,764 ) (62,300 ) — (55,263 ) Net repayments under credit facility — (268,600 ) — — — (268,600 ) Repayments under term loan B — (3,000 ) — — — (3,000 ) Issuance of senior notes — 400,000 — — — 400,000 Repurchase of common stock warrants (154,681 ) — — — — (154,681 ) Deferred financing costs paid — (11,145 ) — — — (11,145 ) Payment of dividend (95,404 ) — — — — (95,404 ) Proceeds from exercise of stock option and purchase plans 1,430 — — — — 1,430 Payment of tax withholdings for share-based compensation (3,647 ) — — — — (3,647 ) Other financing activities — — — (373 ) — (373 ) Net cash provided by (used in) financing activities (252,302 ) 117,255 — (373 ) — (135,420 ) Net change in cash and cash equivalents (311 ) (144 ) (10 ) (35,603 ) — (36,068 ) Cash and cash equivalents at beginning of period 392 1,001 36 74,979 — 76,408 Cash and cash equivalents at end of period $ 81 $ 857 $ 26 $ 39,376 $ — $ 40,340 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Newly Issued Accounting Standards | Newly Issued Accounting Standards In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “ Revenue from Contracts with Customers In February 2015, the FASB issued ASU No. 2015-02, “ Consolidation – Amendments to the Consolidation Guidance In February 2016, the FASB issued ASU No. 2016-02, “ Leases In March 2016, the FASB issued ASU No. 2016-09, “ Improvements to Employee Share-Based Payment Accounting In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments |
Income Per Share (Tables)
Income Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Weighted Average Number of Common Shares Outstanding | The weighted average number of common shares outstanding is calculated as follows (in thousands): Three Months Ended Nine Months Ended 2016 2015 2016 2015 Weighted average shares outstanding - basic 51,004 51,283 51,009 51,226 Effect of dilutive stock-based compensation 266 347 270 361 Weighted average shares outstanding - diluted 51,270 51,630 51,279 51,587 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment at September 30, 2016 and December 31, 2015 is recorded at cost and summarized as follows (in thousands): September 30, December 31, Land and land improvements $ 264,064 $ 255,179 Buildings 2,391,028 2,369,851 Furniture, fixtures and equipment 628,251 603,529 Construction-in-progress 39,332 10,576 3,322,675 3,239,135 Accumulated depreciation (1,330,985 ) (1,256,319 ) Property and equipment, net $ 1,991,690 $ 1,982,816 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Debt and Capital Lease Obligations | The Company’s debt and capital lease obligations at September 30, 2016 and December 31, 2015 consisted of (in thousands): September 30, December 31, $700 Million Revolving Credit Facility, interest at LIBOR plus 1.65%, maturing June 5, 2019, less unamortized deferred financing costs of $5,784 and $7,335 $ 361,116 $ 299,065 $400 Million Term Loan B, interest at LIBOR plus 2.75%, maturing January 15, 2021, less unamortized deferred financing costs of $5,569 and $6,457 385,431 387,543 $350 Million Senior Notes, interest at 5.0%, maturing April 15, 2021, less unamortized deferred financing costs of $4,461 and $5,107 345,539 344,893 $400 Million Senior Notes, interest at 5.0%, maturing April 15, 2023, less unamortized deferred financing costs of $5,906 and $6,469 394,094 393,531 AC Hotel Note Payable — 6,000 Capital lease obligations 663 678 Total debt 1,486,843 1,431,710 Less amounts due within one year (19 ) (6,019 ) Total long-term debt $ 1,486,824 $ 1,425,691 |
Pension and Postretirement Be25
Pension and Postretirement Benefits Other Than Pension Plans (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Pension Plan [Member] | |
Net Periodic Pension and Postretirement Benefit (Income) Expense | Net periodic pension expense reflected in the accompanying condensed consolidated statements of operations included the following components for the respective periods (in thousands): Three Months Ended Nine Months Ended 2016 2015 2016 2015 Interest cost $ 966 $ 1,005 $ 2,896 $ 2,977 Expected return on plan assets (1,021 ) (1,142 ) (3,061 ) (3,518 ) Amortization of net actuarial loss 307 258 921 875 Net settlement loss 1,567 1,593 1,567 1,593 Total net periodic pension expense $ 1,819 $ 1,714 $ 2,323 $ 1,927 |
Other Postretirement Benefit Plan [Member] | |
Net Periodic Pension and Postretirement Benefit (Income) Expense | Net postretirement benefit income reflected in the accompanying condensed consolidated statements of operations included the following components for the respective periods (in thousands): Three Months Ended Nine Months Ended 2016 2015 2016 2015 Interest cost $ 30 $ 53 $ 90 $ 159 Amortization of net actuarial loss 60 118 181 354 Amortization of prior service credit (328 ) (329 ) (985 ) (986 ) Total net postretirement benefit income $ (238 ) $ (158 ) $ (714 ) $ (473 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 September 30, 2016 and December 31, 2015. The Company’s assets measured at fair value on a recurring basis at September 30, 2016 and December 31, 2015, were as follows (in thousands): September 30, Markets for Observable (Level 2) Unobservable (Level 3) Deferred compensation plan investments $ 21,028 $ 21,028 $ — $ — Total assets measured at fair value $ 21,028 $ 21,028 $ — $ — December 31, Markets for (Level 1) Observable Unobservable (Level 3) Deferred compensation plan investments $ 19,289 $ 19,289 $ — $ — Total assets measured at fair value $ 19,289 $ 19,289 $ — $ — |
Financial Reporting By Busine27
Financial Reporting By Business Segments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Segments Internal Financial Reports | The following information is derived directly from the segments’ internal financial reports used for corporate management purposes (amounts in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Revenues: Hospitality $ 241,019 $ 224,842 $ 747,539 $ 707,131 Entertainment 30,701 27,978 81,893 72,873 Corporate and Other — — — — Total $ 271,720 $ 252,820 $ 829,432 $ 780,004 Depreciation and amortization: Hospitality $ 24,401 $ 26,383 $ 75,051 $ 79,175 Entertainment 1,637 1,434 4,845 4,199 Corporate and Other 668 681 1,992 2,093 Total $ 26,706 $ 28,498 $ 81,888 $ 85,467 Operating income: Hospitality $ 45,718 $ 33,994 $ 154,195 $ 133,050 Entertainment 9,964 7,590 22,418 19,899 Corporate and Other (9,115 ) (8,698 ) (24,307 ) (23,477 ) Preopening costs — (118 ) — (909 ) Impairment and other charges — — — (2,890 ) Total operating income 46,567 32,768 152,306 125,673 Interest expense (15,947 ) (16,138 ) (48,002 ) (47,765 ) Interest income 2,965 2,982 9,116 9,383 Loss from joint ventures (638 ) — (2,086 ) — Other gains and (losses), net 2,468 2,467 2,288 (18,104 ) Income before income taxes $ 35,415 $ 22,079 $ 113,622 $ 69,187 |
Information Concerning Guaran28
Information Concerning Guarantor and Non-Guarantor Subsidiaries (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Consolidating Balance Sheet | RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET September 30, 2016 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated ASSETS: Property and equipment, net of accumulated depreciation $ 15,107 $ — $ 1,605,047 $ 371,536 $ — $ 1,991,690 Cash and cash equivalents - unrestricted 59 1,079 33 34,687 — 35,858 Cash and cash equivalents - restricted — — — 25,872 — 25,872 Notes receivable — — — 150,517 — 150,517 Trade receivables, less allowance — — — 58,253 — 58,253 Investment in Gaylord Rockies joint venture — — — 50,385 — 50,385 Prepaid expenses and other assets 447 67 6,486 63,115 (7,578 ) 62,537 Intercompany receivables, net — — 1,577,611 — (1,577,611 ) — Investments 955,365 2,861,471 530,944 763,791 (5,111,571 ) — Total assets $ 970,978 $ 2,862,617 $ 3,720,121 $ 1,518,156 $ (6,696,760 ) $ 2,375,112 LIABILITIES AND STOCKHOLDERS’ EQUITY: Debt and capital lease obligations $ — $ 1,486,179 $ — $ 664 $ — $ 1,486,843 Accounts payable and accrued liabilities 1,047 17,454 13,461 136,950 (7,565 ) 161,347 Dividends payable 39,087 — — — — 39,087 Deferred management rights proceeds — — — 180,846 — 180,846 Deferred income tax liabilities, net 1,016 — 434 (83 ) — 1,367 Other liabilities — — 88,679 66,760 (13 ) 155,426 Intercompany payables, net 579,632 695,102 — 302,877 (1,577,611 ) — Commitments and contingencies Stockholders’ equity: Preferred stock — — — — — — Common stock 510 1 1 2,387 (2,389 ) 510 Additional paid-in-capital 890,946 859,304 2,812,431 1,346,142 (5,017,877 ) 890,946 Treasury stock (11,142 ) — — — — (11,142 ) Accumulated deficit (501,505 ) (195,423 ) 805,115 (489,774 ) (119,918 ) (501,505 ) Accumulated other comprehensive loss (28,613 ) — — (28,613 ) 28,613 (28,613 ) Total stockholders’ equity 350,196 663,882 3,617,547 830,142 (5,111,571 ) 350,196 Total liabilities and stockholders’ equity $ 970,978 $ 2,862,617 $ 3,720,121 $ 1,518,156 $ (6,696,760 ) $ 2,375,112 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2015 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated ASSETS: Property and equipment, net of accumulated depreciation $ 6,869 $ — $ 1,622,674 $ 353,273 $ — $ 1,982,816 Cash and cash equivalents - unrestricted 23 1,578 158 54,532 — 56,291 Cash and cash equivalents - restricted — — — 22,355 — 22,355 Notes receivable — — — 152,560 — 152,560 Trade receivables, less allowance — — — 55,033 — 55,033 Prepaid expenses and other assets 7,111 — 116,218 57,264 (118,214 ) 62,379 Intercompany receivables, net — — 1,284,587 — (1,284,587 ) — Investments 976,809 2,795,064 531,628 697,381 (5,000,882 ) — Total assets $ 990,812 $ 2,796,642 $ 3,555,265 $ 1,392,398 $ (6,403,683 ) $ 2,331,434 LIABILITIES AND STOCKHOLDERS’ EQUITY: Debt and capital lease obligations $ — $ 1,431,032 $ — $ 678 $ — $ 1,431,710 Accounts payable and accrued liabilities 103 8,153 1,390 262,234 (118,497 ) 153,383 Dividends payable 36,868 — — — — 36,868 Deferred management rights proceeds — — — 183,119 — 183,119 Deferred income tax liabilities, net 1,609 — 599 (1,045 ) — 1,163 Other liabilities — — 84,746 60,600 283 145,629 Intercompany payables, net 572,670 506,341 — 205,576 (1,284,587 ) — Commitments and contingencies Stockholders’ equity: Preferred stock — — — — — — Common stock 513 1 1 2,387 (2,389 ) 513 Additional paid-in-capital 887,501 996,425 2,812,431 1,213,324 (5,022,180 ) 887,501 Treasury stock (10,001 ) — — — — (10,001 ) Accumulated deficit (473,404 ) (145,310 ) 656,098 (509,428 ) (1,360 ) (473,404 ) Accumulated other comprehensive loss (25,047 ) — — (25,047 ) 25,047 (25,047 ) Total stockholders’ equity 379,562 851,116 3,468,530 681,236 (5,000,882 ) 379,562 Total liabilities and stockholders’ equity $ 990,812 $ 2,796,642 $ 3,555,265 $ 1,392,398 $ (6,403,683 ) $ 2,331,434 |
Condensed Consolidating Statement of Operations and Comprehensive Income | RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME For the Three Months Ended September 30, 2016 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Revenues: Rooms $ — $ — $ — $ 101,085 $ — $ 101,085 Food and beverage — — — 113,100 — 113,100 Other hotel revenue — — 74,738 30,724 (78,628 ) 26,834 Entertainment 46 — — 30,701 (46 ) 30,701 Total revenues 46 — 74,738 275,610 (78,674 ) 271,720 Operating expenses: Rooms — — — 28,371 — 28,371 Food and beverage — — — 64,790 — 64,790 Other hotel expenses — — 10,860 137,101 (74,630 ) 73,331 Management fees, net — — — 4,408 — 4,408 Total hotel operating expenses — — 10,860 234,670 (74,630 ) 170,900 Entertainment — — — 19,146 (46 ) 19,100 Corporate 98 410 — 7,939 — 8,447 Corporate overhead allocation 2,278 — 1,720 — (3,998 ) — Depreciation and amortization 55 — 14,765 11,886 — 26,706 Total operating expenses 2,431 410 27,345 273,641 (78,674 ) 225,153 Operating income (loss) (2,385 ) (410 ) 47,393 1,969 — 46,567 Interest expense 18 (16,444 ) 119 360 — (15,947 ) Interest income — — — 2,965 — 2,965 Loss from joint ventures — — — (638 ) — (638 ) Other gains and (losses), net — — — 2,468 — 2,468 Income (loss) before income taxes (2,367 ) (16,854 ) 47,512 7,124 — 35,415 (Provision) benefit for income taxes (352 ) — 36 (1,506 ) — (1,822 ) Equity in subsidiaries’ earnings, net 36,312 — — — (36,312 ) — Net income (loss) $ 33,593 $ (16,854 ) $ 47,548 $ 5,618 $ (36,312 ) $ 33,593 Comprehensive income (loss) $ 29,979 $ (16,854 ) $ 47,548 $ 2,004 $ (32,698 ) $ 29,979 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME For the Three Months Ended September 30, 2015 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Revenues: Rooms $ — $ — $ — $ 92,828 $ — $ 92,828 Food and beverage — — — 108,558 — 108,558 Other hotel revenue — — 74,846 27,685 (79,075 ) 23,456 Entertainment 57 — — 27,966 (45 ) 27,978 Total revenues 57 — 74,846 257,037 (79,120 ) 252,820 Operating expenses: Rooms — — — 27,347 — 27,347 Food and beverage — — — 63,797 — 63,797 Other hotel expenses — — 10,935 133,909 (74,736 ) 70,108 Management fees, net — — — 3,213 — 3,213 Total hotel operating expenses — — 10,935 228,266 (74,736 ) 164,465 Entertainment — — — 19,000 (46 ) 18,954 Corporate 78 374 — 7,565 — 8,017 Corporate overhead allocation 2,482 — 1,856 — (4,338 ) — Preopening costs — — — 118 — 118 Depreciation and amortization 32 — 14,730 13,736 — 28,498 Total operating expenses 2,592 374 27,521 268,685 (79,120 ) 220,052 Operating income (loss) (2,535 ) (374 ) 47,325 (11,648 ) — 32,768 Interest expense — (16,140 ) 10 (8 ) — (16,138 ) Interest income — — — 2,982 — 2,982 Other gains and (losses), net — — — 2,467 — 2,467 Income (loss) before income taxes (2,535 ) (16,514 ) 47,335 (6,207 ) — 22,079 (Provision) benefit for income taxes (135 ) (22 ) (61 ) 4,830 — 4,612 Equity in subsidiaries’ earnings, net 29,361 — — — (29,361 ) — Net income (loss) $ 26,691 $ (16,536 ) $ 47,274 $ (1,377 ) $ (29,361 ) $ 26,691 Comprehensive income (loss) $ 26,364 $ (16,536 ) $ 47,274 $ (1,704 ) $ (29,034 ) $ 26,364 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME For the Nine Months Ended September 30, 2016 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Revenues: Rooms $ — $ — $ — $ 309,385 $ — $ 309,385 Food and beverage — — — 362,550 — 362,550 Other hotel revenue — — 231,074 87,183 (242,653 ) 75,604 Entertainment 194 — — 81,867 (168 ) 81,893 Total revenues 194 — 231,074 840,985 (242,821 ) 829,432 Operating expenses: Rooms — — — 82,492 — 82,492 Food and beverage — — — 201,045 — 201,045 Other hotel expenses — — 32,749 417,510 (230,749 ) 219,510 Management fees, net — — — 15,246 — 15,246 Total hotel operating expenses — — 32,749 716,293 (230,749 ) 518,293 Entertainment — — — 54,798 (168 ) 54,630 Corporate 292 1,217 2 20,804 — 22,315 Corporate overhead allocation 6,748 — 5,156 — (11,904 ) — Depreciation and amortization 135 — 44,263 37,490 — 81,888 Total operating expenses 7,175 1,217 82,170 829,385 (242,821 ) 677,126 Operating income (loss) (6,981 ) (1,217 ) 148,904 11,600 — 152,306 Interest expense 18 (48,896 ) 254 622 — (48,002 ) Interest income 28 — — 9,088 — 9,116 Loss from joint ventures — — — (2,086 ) — (2,086 ) Other gains and (losses), net — — (87 ) 2,375 — 2,288 Income (loss) before income taxes (6,935 ) (50,113 ) 149,071 21,599 — 113,622 Provision for income taxes (352 ) — (54 ) (1,946 ) — (2,352 ) Equity in subsidiaries’ earnings, net 118,557 — — — (118,557 ) — Net income (loss) $ 111,270 $ (50,113 ) $ 149,017 $ 19,653 $ (118,557 ) $ 111,270 Comprehensive income (loss) $ 107,704 $ (50,113 ) $ 149,017 $ 16,087 $ (114,991 ) $ 107,704 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME For the Nine Months Ended September 30, 2015 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Revenues: Rooms $ — $ — $ — $ 292,089 $ — $ 292,089 Food and beverage — — — 345,931 — 345,931 Other hotel revenue — — 225,182 82,038 (238,109 ) 69,111 Entertainment 172 — — 72,863 (162 ) 72,873 Total revenues 172 — 225,182 792,921 (238,271 ) 780,004 Operating expenses: Rooms — — — 80,216 — 80,216 Food and beverage — — — 193,661 — 193,661 Other hotel expenses — — 32,803 402,566 (224,856 ) 210,513 Management fees — — — 10,516 — 10,516 Total hotel operating expenses — — 32,803 686,959 (224,856 ) 494,906 Entertainment — — — 48,938 (163 ) 48,775 Corporate 251 1,023 2 20,108 — 21,384 Corporate overhead allocation 7,481 — 5,771 — (13,252 ) — Preopening costs — — — 909 — 909 Impairment and other charges — — — 2,890 — 2,890 Depreciation and amortization 95 — 44,245 41,127 — 85,467 Total operating expenses 7,827 1,023 82,821 800,931 (238,271 ) 654,331 Operating income (loss) (7,655 ) (1,023 ) 142,361 (8,010 ) — 125,673 Interest expense — (47,903 ) 12 126 — (47,765 ) Interest income — — — 9,383 — 9,383 Other gains and (losses), net (20,246 ) — — 2,142 — (18,104 ) Income (loss) before income taxes (27,901 ) (48,926 ) 142,373 3,641 — 69,187 (Provision) benefit for income taxes (135 ) — (185 ) 3,745 — 3,425 Equity in subsidiaries’ earnings, net 100,648 — — — (100,648 ) — Net income (loss) $ 72,612 $ (48,926 ) $ 142,188 $ 7,386 $ (100,648 ) $ 72,612 Comprehensive income (loss) $ 72,381 $ (48,926 ) $ 142,188 $ 7,155 $ (100,417 ) $ 72,381 |
Condensed Consolidating Statement of Cash Flows | RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 2016 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ 141,202 $ (51,999 ) $ 23,151 $ 86,762 $ — $ 199,116 Purchases of property and equipment (8,374 ) — (23,304 ) (52,879 ) — (84,557 ) Proceeds from sale of Peterson LOI 6,785 — — — — 6,785 Investment in Gaylord Rockies joint venture — — — (50,443 ) — (50,443 ) Increase in restricted cash and cash equivalents — — — (3,517 ) — (3,517 ) Other investing activities — — 28 245 — 273 Net cash used in investing activities (1,589 ) — (23,276 ) (106,594 ) — (131,459 ) Net borrowings under credit facility — 60,500 — — — 60,500 Repayments under term loan B — (3,000 ) — — — (3,000 ) Repayment of note payable related to purchase of AC Hotel — (6,000 ) — — — (6,000 ) Repurchase of Company stock for retirement (24,811 ) — — — — (24,811 ) Payment of dividend (112,900 ) — — — — (112,900 ) Proceeds from exercise of stock options 1,284 — — — — 1,284 Payment of tax withholdings for share-based compensation (3,150 ) — — — — (3,150 ) Other financing activities — — — (13 ) — (13 ) Net cash provided by (used in) financing activities (139,577 ) 51,500 — (13 ) — (88,090 ) Net change in cash and cash equivalents 36 (499 ) (125 ) (19,845 ) — (20,433 ) Cash and cash equivalents at beginning of period 23 1,578 158 54,532 — 56,291 Cash and cash equivalents at end of period $ 59 $ 1,079 $ 33 $ 34,687 $ — $ 35,858 RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 2015 Parent Non- (in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ 242,190 $ (117,399 ) $ 2,754 $ 27,070 $ — $ 154,615 Purchases of property and equipment (199 ) — (2,764 ) (60,389 ) — (63,352 ) Proceeds from sale of Peterson LOI 10,000 — — — — 10,000 Increase in restricted cash and cash equivalents — — — (4,444 ) — (4,444 ) Other investing activities — — — 2,533 — 2,533 Net cash provide by (used in) investing activities 9,801 — (2,764 ) (62,300 ) — (55,263 ) Net repayments under credit facility — (268,600 ) — — — (268,600 ) Repayments under term loan B — (3,000 ) — — — (3,000 ) Issuance of senior notes — 400,000 — — — 400,000 Repurchase of common stock warrants (154,681 ) — — — — (154,681 ) Deferred financing costs paid — (11,145 ) — — — (11,145 ) Payment of dividend (95,404 ) — — — — (95,404 ) Proceeds from exercise of stock option and purchase plans 1,430 — — — — 1,430 Payment of tax withholdings for share-based compensation (3,647 ) — — — — (3,647 ) Other financing activities — — — (373 ) — (373 ) Net cash provided by (used in) financing activities (252,302 ) 117,255 — (373 ) — (135,420 ) Net change in cash and cash equivalents (311 ) (144 ) (10 ) (35,603 ) — (36,068 ) Cash and cash equivalents at beginning of period 392 1,001 36 74,979 — 76,408 Cash and cash equivalents at end of period $ 81 $ 857 $ 26 $ 39,376 $ — $ 40,340 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) | Sep. 30, 2016 |
Accounting Policies [Abstract] | |
Percentage of owned subsidiaries | 100.00% |
Basis of Presentation - Acquisi
Basis of Presentation - Acquisitions and Investments - Additional Information (Detail) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016USD ($) | Dec. 31, 2014USD ($)aRoom | Dec. 31, 2015USD ($) | |
Business Acquisition [Line Items] | |||
Total Debt | $ 1,486,843 | $ 1,431,710 | |
AC Hotel Note Payable [Member] | |||
Business Acquisition [Line Items] | |||
Total Debt | $ 6,000 | $ 6,000 | |
Aloft Hotel National Harbor [Member] | |||
Business Acquisition [Line Items] | |||
Number of room purchased | Room | 192 | ||
Purchase price of hotel | $ 21,800 | ||
Purchase of additional land | a | 0.5 | ||
Purchase price paid | $ 21,200 | ||
Hotel opened date | 2015-04 |
Deferred Management Rights Pr31
Deferred Management Rights Proceeds - Additional Information (Detail) - USD ($) $ in Millions | Oct. 01, 2012 | Sep. 30, 2016 |
Real Estate [Abstract] | ||
Sales price of management rights and intellectual property | $ 210 | |
Purchase price to the Management Rights | 190 | |
Purchase price IP Rights | $ 20 | |
Term of management rights for income amortization | 65 years |
Income Per Share - Weighted Ave
Income Per Share - Weighted Average Number of Common Shares Outstanding (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings Per Share [Abstract] | ||||
Weighted average shares outstanding - basic | 51,004 | 51,283 | 51,009 | 51,226 |
Effect of dilutive stock-based compensation | 266 | 347 | 270 | 361 |
Weighted average shares outstanding - diluted | 51,270 | 51,630 | 51,279 | 51,587 |
Accumulated Other Comprehensi33
Accumulated Other Comprehensive Loss - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Equity [Abstract] | ||||
Other comprehensive (income) loss, before reclassifications | $ 3.7 | $ 0.6 | $ 3.7 | $ 0.6 |
Amounts reclassified from AOCI, before tax | $ 0 | $ 0 | $ 0.1 | $ 0.2 |
Property and Equipment - Proper
Property and Equipment - Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | $ 3,322,675 | $ 3,239,135 |
Accumulated depreciation | (1,330,985) | (1,256,319) |
Property and equipment, net | 1,991,690 | 1,982,816 |
Land and land improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 264,064 | 255,179 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 2,391,028 | 2,369,851 |
Furniture, fixtures and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 628,251 | 603,529 |
Construction-in-progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | $ 39,332 | $ 10,576 |
Notes Receivable - Additional I
Notes Receivable - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016USD ($)Note | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)Note | Sep. 30, 2015USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Interest income | $ 2,965 | $ 2,982 | $ 9,116 | $ 9,383 |
National Bonds [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Number of notes receivable | Note | 2 | 2 | ||
Interest income | $ 3,000 | $ 3,000 | $ 9,000 | 9,300 |
Payment received relating to notes receivables | $ 11,100 | $ 9,400 |
Debt - Summary of Debt and Capi
Debt - Summary of Debt and Capital Lease Obligations (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||
Total Debt | $ 1,486,843 | $ 1,431,710 | |
Less amounts due within one year | (19) | (6,019) | |
Total long-term debt | 1,486,824 | 1,425,691 | |
$400 Million Term Loan B [Member] | |||
Debt Instrument [Line Items] | |||
Total Debt | 385,431 | 387,543 | |
$350 Million 5% Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Total Debt | 345,539 | 344,893 | |
$400 Million 5% Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Total Debt | 394,094 | 393,531 | |
AC Hotel Note Payable [Member] | |||
Debt Instrument [Line Items] | |||
Total Debt | 6,000 | $ 6,000 | |
$700 Million Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Total Debt | 361,116 | 299,065 | |
Capital Lease Obligations [Member] | |||
Debt Instrument [Line Items] | |||
Total Debt | $ 663 | $ 678 |
Debt - Summary of Debt and Ca37
Debt - Summary of Debt and Capital Lease Obligations (Parenthetical) (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
$400 Million Term Loan B [Member] | ||
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | $ 5,569,000 | $ 6,457,000 |
Total credit facility | $ 400,000,000 | |
Maturity date for credit facility | Jan. 15, 2021 | |
Spread rate added to LIBOR | 2.75% | |
$350 Million 5% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes | $ 350,000,000 | |
Interest rate of Senior Notes | 5.00% | |
Unamortized deferred financing costs | $ 4,461,000 | 5,107,000 |
Maturity date for Senior Notes | Apr. 15, 2021 | |
$400 Million 5% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total Senior Notes | $ 400,000,000 | |
Interest rate of Senior Notes | 5.00% | |
Unamortized deferred financing costs | $ 5,906,000 | 6,469,000 |
Maturity date for Senior Notes | Apr. 15, 2023 | |
$700 Million Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | $ 5,784,000 | $ 7,335,000 |
Total credit facility | $ 700,000,000 | |
Maturity date for credit facility | Jun. 5, 2019 | |
Spread rate added to LIBOR | 1.65% |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 9 Months Ended |
Mar. 31, 2015 | Sep. 30, 2015 | |
Debt Instrument [Line Items] | ||
Total consideration for repurchase of warrants | $ 154,681 | |
3.75% Convertible Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Warrants repurchased | 4.7 | |
Total consideration for repurchase of warrants | $ 154,700 | |
Gain (loss) on change in the fair value of the derivative liability | $ 20,200 |
Stock Plans - Additional Inform
Stock Plans - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation cost on stock-based compensation plans | $ 1.5 | $ 1.5 | $ 4.6 | $ 4.6 | |
Restricted Stock Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted stock award granted by Company | 0.1 | ||||
Weighted-average grant-date fair value of restricted stock awards granted | $ 47.68 | ||||
Restricted stock award, outstanding | 0.5 | 0.5 | 0.5 |
Pension and Postretirement Be40
Pension and Postretirement Benefits Other Than Pension Plans - Net Periodic Pension and Postretirement Benefit (Income) Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Pension Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | $ 966 | $ 1,005 | $ 2,896 | $ 2,977 |
Expected return on plan assets | (1,021) | (1,142) | (3,061) | (3,518) |
Amortization of net actuarial loss | 307 | 258 | 921 | 875 |
Net settlement loss | 1,567 | 1,593 | 1,567 | 1,593 |
Total net periodic pension/postretirement benefit (income) expense | 1,819 | 1,714 | 2,323 | 1,927 |
Other Postretirement Benefit Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | 30 | 53 | 90 | 159 |
Amortization of net actuarial loss | 60 | 118 | 181 | 354 |
Amortization of prior service credit | (328) | (329) | (985) | (986) |
Total net periodic pension/postretirement benefit (income) expense | $ (238) | $ (158) | $ (714) | $ (473) |
Pension and Postretirement Be41
Pension and Postretirement Benefits Other Than Pension Plans - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Corporate Operating Expenses [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Net settlement loss | $ 1,600 | $ 1,600 | $ 1,600 | $ 1,600 | |
Pension Plan [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Net settlement loss | $ 1,567 | $ 1,593 | $ 1,567 | $ 1,593 | |
Discount rate | 3.10% | 3.10% | 3.90% | ||
Increase in pension plan liability | $ 5,300 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||||
(Provision) benefit for income taxes | $ (1,822,000) | $ 4,612,000 | $ (2,352,000) | $ 3,425,000 | |
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2016USD ($)ft²Room | |
Contingencies And Commitments [Line Items] | |
Capital contribution | $ 50,443,000 |
Gaylord Rockies Resort and Convention Center [Member] | |
Contingencies And Commitments [Line Items] | |
Number of hotel rooms | Room | 1,500 |
Area of exhibition, meeting, pre-functional and outdoor space | ft² | 485,000 |
Opening date of hotel | 2018-11 |
Estimated project cost | $ 800,000,000 |
Investment percentage | 35.00% |
Expected total contribution to the project | $ 86,100,000 |
Capital contribution | 50,400,000 |
Maximum repayment guarantee of construction loan and mezzanine debt | 21,000,000 |
Principal amount of loan | 500,000,000 |
Repayment guarantee of construction loan and mezzanine debt, amount on completion of first milestone | 14,000,000 |
Repayment guarantee of construction loan and mezzanine debt, amount on completion of final milestone | 8,750,000 |
Estimated pro rata share of interest amount | 9,800,000 |
Guarantee obligations exposure under mezzanine debt | 8,750,000 |
Guarantee Liability | $ 0 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Schedule Of Equity [Line Items] | ||||||
Cash Dividend on Common Stock | $ 0.75 | $ 0.75 | $ 0.75 | $ 0.70 | $ 2.25 | $ 2 |
Aggregated Dividend Paid | $ 38,300,000 | $ 38,300,000 | $ 38,200,000 | |||
Dividend payable date declared | Sep. 14, 2016 | Jun. 13, 2016 | Feb. 26, 2016 | |||
Common stock Dividend Payable Date | Oct. 14, 2016 | Jul. 15, 2016 | Apr. 15, 2016 | |||
Dividend payable date of record | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | |||
2015 Stock Repurchase Program [Member] | ||||||
Schedule Of Equity [Line Items] | ||||||
Authorized amount for share repurchase program | $ 100,000,000 | $ 100,000,000 | ||||
Company repurchased, shares | 0.5 | |||||
Repurchase of Company stock for retirement | $ 24,800,000 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan investments | $ 21,028 | $ 19,289 |
Total assets measured at fair value | 21,028 | 19,289 |
Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan investments | 21,028 | 19,289 |
Total assets measured at fair value | $ 21,028 | $ 19,289 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes receivables, carrying value | $ 150,517 | $ 152,560 |
Bonds A Series [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes receivables, carrying value | $ 81,100 | |
Maturity date | Jul. 1, 2034 | |
Bonds B Series [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes receivables, carrying value | $ 69,400 | |
Notes receivable, fair value | $ 62,000 | |
Maturity date | Sep. 1, 2037 |
Financial Reporting By Busine47
Financial Reporting By Business Segments - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2016Segment | |
Segment Reporting [Abstract] | |
Number of business segments | 3 |
Financial Reporting by Busine48
Financial Reporting by Business Segments - Segments Internal Financial Reports (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 271,720 | $ 252,820 | $ 829,432 | $ 780,004 |
Depreciation and amortization | 26,706 | 28,498 | 81,888 | 85,467 |
Preopening costs | (118) | (909) | ||
Impairment and other charges | (2,890) | |||
Operating income | 46,567 | 32,768 | 152,306 | 125,673 |
Interest expense | (15,947) | (16,138) | (48,002) | (47,765) |
Interest income | 2,965 | 2,982 | 9,116 | 9,383 |
Loss from joint ventures | (638) | (2,086) | ||
Other gains and (losses), net | 2,468 | 2,467 | 2,288 | (18,104) |
Income before income taxes | 35,415 | 22,079 | 113,622 | 69,187 |
Operating Segments [Member] | Hospitality [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 241,019 | 224,842 | 747,539 | 707,131 |
Depreciation and amortization | 24,401 | 26,383 | 75,051 | 79,175 |
Operating income | 45,718 | 33,994 | 154,195 | 133,050 |
Operating Segments [Member] | Entertainment (Previously Opry and Attractions) [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 30,701 | 27,978 | 81,893 | 72,873 |
Depreciation and amortization | 1,637 | 1,434 | 4,845 | 4,199 |
Operating income | 9,964 | 7,590 | 22,418 | 19,899 |
Corporate and Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and amortization | 668 | 681 | 1,992 | 2,093 |
Operating income | $ (9,115) | (8,698) | $ (24,307) | (23,477) |
Segment Reconciling Items [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Preopening costs | $ (118) | (909) | ||
Impairment and other charges | $ (2,890) |
Information Concerning Guaran49
Information Concerning Guarantor and Non-Guarantor Subsidiaries - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2016USD ($)Entity | |
Condensed Financial Statements, Captions [Line Items] | |
Number of wholly owned subsidiaries | Entity | 4 |
Ownership percentage in subsidiaries | 100.00% |
$350 Million 5% Senior Notes [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Interest rate of Senior Notes | 5.00% |
Senior notes, principal amount | $ 350,000,000 |
$400 Million 5% Senior Notes [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Interest rate of Senior Notes | 5.00% |
Senior notes, principal amount | $ 400,000,000 |
Information Concerning Guaran50
Information Concerning Guarantor and Non-Guarantor Subsidiaries - Condensed Consolidating Balance Sheet (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
ASSETS: | ||||
Property and equipment, net of accumulated depreciation | $ 1,991,690 | $ 1,982,816 | ||
Cash and cash equivalents - unrestricted | 35,858 | 56,291 | $ 40,340 | $ 76,408 |
Cash and cash equivalents - restricted | 25,872 | 22,355 | ||
Notes receivable | 150,517 | 152,560 | ||
Trade receivables, less allowance | 58,253 | 55,033 | ||
Investment in Gaylord Rockies joint venture | 50,385 | 0 | ||
Prepaid expenses and other assets | 62,537 | 62,379 | ||
Total assets | 2,375,112 | 2,331,434 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||||
Debt and capital lease obligations | 1,486,843 | 1,431,710 | ||
Accounts payable and accrued liabilities | 161,347 | 153,383 | ||
Dividends payable | 39,087 | 36,868 | ||
Deferred management rights proceeds | 180,846 | 183,119 | ||
Deferred income tax liabilities, net | 1,367 | 1,163 | ||
Other liabilities | 155,426 | 145,629 | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Preferred stock | ||||
Common stock | 510 | 513 | ||
Additional paid-in-capital | 890,946 | 887,501 | ||
Treasury stock | (11,142) | (10,001) | ||
Accumulated deficit | (501,505) | (473,404) | ||
Accumulated other comprehensive loss | (28,613) | (25,047) | ||
Total stockholders' equity | 350,196 | 379,562 | ||
Total liabilities and stockholders' equity | 2,375,112 | 2,331,434 | ||
Parent Guarantor [Member] | ||||
ASSETS: | ||||
Property and equipment, net of accumulated depreciation | 15,107 | 6,869 | ||
Cash and cash equivalents - unrestricted | 59 | 23 | 81 | 392 |
Prepaid expenses and other assets | 447 | 7,111 | ||
Investments | 955,365 | 976,809 | ||
Total assets | 970,978 | 990,812 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||||
Accounts payable and accrued liabilities | 1,047 | 103 | ||
Dividends payable | 39,087 | 36,868 | ||
Deferred income tax liabilities, net | 1,016 | 1,609 | ||
Intercompany payables, net | 579,632 | 572,670 | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Preferred stock | ||||
Common stock | 510 | 513 | ||
Additional paid-in-capital | 890,946 | 887,501 | ||
Treasury stock | (11,142) | (10,001) | ||
Accumulated deficit | (501,505) | (473,404) | ||
Accumulated other comprehensive loss | (28,613) | (25,047) | ||
Total stockholders' equity | 350,196 | 379,562 | ||
Total liabilities and stockholders' equity | 970,978 | 990,812 | ||
Issuer [Member] | ||||
ASSETS: | ||||
Cash and cash equivalents - unrestricted | 1,079 | 1,578 | 857 | 1,001 |
Prepaid expenses and other assets | 67 | |||
Investments | 2,861,471 | 2,795,064 | ||
Total assets | 2,862,617 | 2,796,642 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||||
Debt and capital lease obligations | 1,486,179 | 1,431,032 | ||
Accounts payable and accrued liabilities | 17,454 | 8,153 | ||
Intercompany payables, net | 695,102 | 506,341 | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Preferred stock | ||||
Common stock | 1 | 1 | ||
Additional paid-in-capital | 859,304 | 996,425 | ||
Accumulated deficit | (195,423) | (145,310) | ||
Total stockholders' equity | 663,882 | 851,116 | ||
Total liabilities and stockholders' equity | 2,862,617 | 2,796,642 | ||
Guarantors [Member] | ||||
ASSETS: | ||||
Property and equipment, net of accumulated depreciation | 1,605,047 | 1,622,674 | ||
Cash and cash equivalents - unrestricted | 33 | 158 | 26 | 36 |
Prepaid expenses and other assets | 6,486 | 116,218 | ||
Intercompany receivables, net | 1,577,611 | 1,284,587 | ||
Investments | 530,944 | 531,628 | ||
Total assets | 3,720,121 | 3,555,265 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||||
Accounts payable and accrued liabilities | 13,461 | 1,390 | ||
Deferred income tax liabilities, net | 434 | 599 | ||
Other liabilities | 88,679 | 84,746 | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Preferred stock | ||||
Common stock | 1 | 1 | ||
Additional paid-in-capital | 2,812,431 | 2,812,431 | ||
Accumulated deficit | 805,115 | 656,098 | ||
Total stockholders' equity | 3,617,547 | 3,468,530 | ||
Total liabilities and stockholders' equity | 3,720,121 | 3,555,265 | ||
Non-Guarantors [Member] | ||||
ASSETS: | ||||
Property and equipment, net of accumulated depreciation | 371,536 | 353,273 | ||
Cash and cash equivalents - unrestricted | 34,687 | 54,532 | $ 39,376 | $ 74,979 |
Cash and cash equivalents - restricted | 25,872 | 22,355 | ||
Notes receivable | 150,517 | 152,560 | ||
Trade receivables, less allowance | 58,253 | 55,033 | ||
Investment in Gaylord Rockies joint venture | 50,385 | |||
Prepaid expenses and other assets | 63,115 | 57,264 | ||
Investments | 763,791 | 697,381 | ||
Total assets | 1,518,156 | 1,392,398 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||||
Debt and capital lease obligations | 664 | 678 | ||
Accounts payable and accrued liabilities | 136,950 | 262,234 | ||
Deferred management rights proceeds | 180,846 | 183,119 | ||
Deferred income tax liabilities, net | (83) | (1,045) | ||
Other liabilities | 66,760 | 60,600 | ||
Intercompany payables, net | 302,877 | 205,576 | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Preferred stock | ||||
Common stock | 2,387 | 2,387 | ||
Additional paid-in-capital | 1,346,142 | 1,213,324 | ||
Accumulated deficit | (489,774) | (509,428) | ||
Accumulated other comprehensive loss | (28,613) | (25,047) | ||
Total stockholders' equity | 830,142 | 681,236 | ||
Total liabilities and stockholders' equity | 1,518,156 | 1,392,398 | ||
Eliminations [Member] | ||||
ASSETS: | ||||
Prepaid expenses and other assets | (7,578) | (118,214) | ||
Intercompany receivables, net | (1,577,611) | (1,284,587) | ||
Investments | (5,111,571) | (5,000,882) | ||
Total assets | (6,696,760) | (6,403,683) | ||
LIABILITIES AND STOCKHOLDERS' EQUITY: | ||||
Accounts payable and accrued liabilities | (7,565) | (118,497) | ||
Other liabilities | (13) | 283 | ||
Intercompany payables, net | (1,577,611) | (1,284,587) | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Preferred stock | ||||
Common stock | (2,389) | (2,389) | ||
Additional paid-in-capital | (5,017,877) | (5,022,180) | ||
Accumulated deficit | (119,918) | (1,360) | ||
Accumulated other comprehensive loss | 28,613 | 25,047 | ||
Total stockholders' equity | (5,111,571) | (5,000,882) | ||
Total liabilities and stockholders' equity | $ (6,696,760) | $ (6,403,683) |
Information Concerning Guaran51
Information Concerning Guarantor and Non-Guarantor Subsidiaries - Condensed Consolidating Statement of Operations and Comprehensive Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues: | ||||
Rooms | $ 101,085 | $ 92,828 | $ 309,385 | $ 292,089 |
Food and beverage | 113,100 | 108,558 | 362,550 | 345,931 |
Other hotel revenue | 26,834 | 23,456 | 75,604 | 69,111 |
Entertainment | 30,701 | 27,978 | 81,893 | 72,873 |
Total revenues | 271,720 | 252,820 | 829,432 | 780,004 |
Operating expenses: | ||||
Rooms | 28,371 | 27,347 | 82,492 | 80,216 |
Food and beverage | 64,790 | 63,797 | 201,045 | 193,661 |
Other hotel expenses | 73,331 | 70,108 | 219,510 | 210,513 |
Management fees, net | 4,408 | 3,213 | 15,246 | 10,516 |
Total hotel operating expenses | 170,900 | 164,465 | 518,293 | 494,906 |
Entertainment | 19,100 | 18,954 | 54,630 | 48,775 |
Corporate | 8,447 | 8,017 | 22,315 | 21,384 |
Preopening costs | 118 | 909 | ||
Impairment and other charges | 2,890 | |||
Depreciation and amortization | 26,706 | 28,498 | 81,888 | 85,467 |
Total operating expenses | 225,153 | 220,052 | 677,126 | 654,331 |
Operating income (loss) | 46,567 | 32,768 | 152,306 | 125,673 |
Interest expense | (15,947) | (16,138) | (48,002) | (47,765) |
Interest income | 2,965 | 2,982 | 9,116 | 9,383 |
Loss from joint ventures | (638) | (2,086) | ||
Other gains and (losses), net | 2,468 | 2,467 | 2,288 | (18,104) |
Income (loss) before income taxes | 35,415 | 22,079 | 113,622 | 69,187 |
(Provision) benefit for income taxes | (1,822) | 4,612 | (2,352) | 3,425 |
Net income | 33,593 | 26,691 | 111,270 | 72,612 |
Comprehensive income (loss) | 29,979 | 26,364 | 107,704 | 72,381 |
Parent Guarantor [Member] | ||||
Revenues: | ||||
Entertainment | 46 | 57 | 194 | 172 |
Total revenues | 46 | 57 | 194 | 172 |
Operating expenses: | ||||
Corporate | 98 | 78 | 292 | 251 |
Corporate overhead allocation | 2,278 | 2,482 | 6,748 | 7,481 |
Depreciation and amortization | 55 | 32 | 135 | 95 |
Total operating expenses | 2,431 | 2,592 | 7,175 | 7,827 |
Operating income (loss) | (2,385) | (2,535) | (6,981) | (7,655) |
Interest expense | 18 | 18 | ||
Interest income | 28 | |||
Other gains and (losses), net | (20,246) | |||
Income (loss) before income taxes | (2,367) | (2,535) | (6,935) | (27,901) |
(Provision) benefit for income taxes | (352) | (135) | (352) | (135) |
Equity in subsidiaries' earnings, net | 36,312 | 29,361 | 118,557 | 100,648 |
Net income | 33,593 | 26,691 | 111,270 | 72,612 |
Comprehensive income (loss) | 29,979 | 26,364 | 107,704 | 72,381 |
Issuer [Member] | ||||
Operating expenses: | ||||
Corporate | 410 | 374 | 1,217 | 1,023 |
Total operating expenses | 410 | 374 | 1,217 | 1,023 |
Operating income (loss) | (410) | (374) | (1,217) | (1,023) |
Interest expense | (16,444) | (16,140) | (48,896) | (47,903) |
Income (loss) before income taxes | (16,854) | (16,514) | (50,113) | (48,926) |
(Provision) benefit for income taxes | (22) | |||
Net income | (16,854) | (16,536) | (50,113) | (48,926) |
Comprehensive income (loss) | (16,854) | (16,536) | (50,113) | (48,926) |
Guarantors [Member] | ||||
Revenues: | ||||
Other hotel revenue | 74,738 | 74,846 | 231,074 | 225,182 |
Total revenues | 74,738 | 74,846 | 231,074 | 225,182 |
Operating expenses: | ||||
Other hotel expenses | 10,860 | 10,935 | 32,749 | 32,803 |
Total hotel operating expenses | 10,860 | 10,935 | 32,749 | 32,803 |
Corporate | 2 | 2 | ||
Corporate overhead allocation | 1,720 | 1,856 | 5,156 | 5,771 |
Depreciation and amortization | 14,765 | 14,730 | 44,263 | 44,245 |
Total operating expenses | 27,345 | 27,521 | 82,170 | 82,821 |
Operating income (loss) | 47,393 | 47,325 | 148,904 | 142,361 |
Interest expense | 119 | 10 | 254 | 12 |
Other gains and (losses), net | (87) | |||
Income (loss) before income taxes | 47,512 | 47,335 | 149,071 | 142,373 |
(Provision) benefit for income taxes | 36 | (61) | (54) | (185) |
Net income | 47,548 | 47,274 | 149,017 | 142,188 |
Comprehensive income (loss) | 47,548 | 47,274 | 149,017 | 142,188 |
Non-Guarantors [Member] | ||||
Revenues: | ||||
Rooms | 101,085 | 92,828 | 309,385 | 292,089 |
Food and beverage | 113,100 | 108,558 | 362,550 | 345,931 |
Other hotel revenue | 30,724 | 27,685 | 87,183 | 82,038 |
Entertainment | 30,701 | 27,966 | 81,867 | 72,863 |
Total revenues | 275,610 | 257,037 | 840,985 | 792,921 |
Operating expenses: | ||||
Rooms | 28,371 | 27,347 | 82,492 | 80,216 |
Food and beverage | 64,790 | 63,797 | 201,045 | 193,661 |
Other hotel expenses | 137,101 | 133,909 | 417,510 | 402,566 |
Management fees, net | 4,408 | 3,213 | 15,246 | 10,516 |
Total hotel operating expenses | 234,670 | 228,266 | 716,293 | 686,959 |
Entertainment | 19,146 | 19,000 | 54,798 | 48,938 |
Corporate | 7,939 | 7,565 | 20,804 | 20,108 |
Preopening costs | 118 | 909 | ||
Impairment and other charges | 2,890 | |||
Depreciation and amortization | 11,886 | 13,736 | 37,490 | 41,127 |
Total operating expenses | 273,641 | 268,685 | 829,385 | 800,931 |
Operating income (loss) | 1,969 | (11,648) | 11,600 | (8,010) |
Interest expense | 360 | (8) | 622 | 126 |
Interest income | 2,965 | 2,982 | 9,088 | 9,383 |
Loss from joint ventures | (638) | (2,086) | ||
Other gains and (losses), net | 2,468 | 2,467 | 2,375 | 2,142 |
Income (loss) before income taxes | 7,124 | (6,207) | 21,599 | 3,641 |
(Provision) benefit for income taxes | (1,506) | 4,830 | (1,946) | 3,745 |
Net income | 5,618 | (1,377) | 19,653 | 7,386 |
Comprehensive income (loss) | 2,004 | (1,704) | 16,087 | 7,155 |
Eliminations [Member] | ||||
Revenues: | ||||
Other hotel revenue | (78,628) | (79,075) | (242,653) | (238,109) |
Entertainment | (46) | (45) | (168) | (162) |
Total revenues | (78,674) | (79,120) | (242,821) | (238,271) |
Operating expenses: | ||||
Other hotel expenses | (74,630) | (74,736) | (230,749) | (224,856) |
Total hotel operating expenses | (74,630) | (74,736) | (230,749) | (224,856) |
Entertainment | (46) | (46) | (168) | (163) |
Corporate overhead allocation | (3,998) | (4,338) | (11,904) | (13,252) |
Total operating expenses | (78,674) | (79,120) | (242,821) | (238,271) |
Equity in subsidiaries' earnings, net | (36,312) | (29,361) | (118,557) | (100,648) |
Net income | (36,312) | (29,361) | (118,557) | (100,648) |
Comprehensive income (loss) | $ (32,698) | $ (29,034) | $ (114,991) | $ (100,417) |
Information Concerning Guaran52
Information Concerning Guarantor and Non-Guarantor Subsidiaries - Condensed Consolidating Statement of Cash Flows (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | $ 199,116 | $ 154,615 |
Purchases of property and equipment | (84,557) | (63,352) |
Proceeds from sale of Peterson LOI | 6,785 | 10,000 |
Investment in Gaylord Rockies joint venture | (50,443) | |
Increase in restricted cash and cash equivalents | (3,517) | (4,444) |
Other investing activities | 273 | 2,533 |
Net cash provided by (used in) investing activities | (131,459) | (55,263) |
Net borrowings under credit facility | 60,500 | (268,600) |
Repayments under term loan B | (3,000) | (3,000) |
Repayment of note payable related to purchase of AC Hotel | (6,000) | |
Issuance of senior notes | 400,000 | |
Repurchase of Company stock for retirement | (24,811) | |
Repurchase of common stock warrants | (154,681) | |
Deferred financing costs paid | (11,145) | |
Payment of dividend | (112,900) | (95,404) |
Proceeds from exercise of stock option and purchase plans | 1,284 | 1,430 |
Payment of tax withholdings for share-based compensation | (3,150) | (3,647) |
Other financing activities | (13) | (373) |
Net cash provided by (used in) financing activities | (88,090) | (135,420) |
Net change in cash and cash equivalents | (20,433) | (36,068) |
Cash and cash equivalents - unrestricted, beginning of period | 56,291 | 76,408 |
Cash and cash equivalents - unrestricted, end of period | 35,858 | 40,340 |
Parent Guarantor [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | 141,202 | 242,190 |
Purchases of property and equipment | (8,374) | (199) |
Proceeds from sale of Peterson LOI | 6,785 | 10,000 |
Net cash provided by (used in) investing activities | (1,589) | 9,801 |
Repurchase of Company stock for retirement | (24,811) | |
Repurchase of common stock warrants | (154,681) | |
Payment of dividend | (112,900) | (95,404) |
Proceeds from exercise of stock option and purchase plans | 1,284 | 1,430 |
Payment of tax withholdings for share-based compensation | (3,150) | (3,647) |
Net cash provided by (used in) financing activities | (139,577) | (252,302) |
Net change in cash and cash equivalents | 36 | (311) |
Cash and cash equivalents - unrestricted, beginning of period | 23 | 392 |
Cash and cash equivalents - unrestricted, end of period | 59 | 81 |
Issuer [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | (51,999) | (117,399) |
Net borrowings under credit facility | 60,500 | (268,600) |
Repayments under term loan B | (3,000) | (3,000) |
Repayment of note payable related to purchase of AC Hotel | (6,000) | |
Issuance of senior notes | 400,000 | |
Deferred financing costs paid | (11,145) | |
Net cash provided by (used in) financing activities | 51,500 | 117,255 |
Net change in cash and cash equivalents | (499) | (144) |
Cash and cash equivalents - unrestricted, beginning of period | 1,578 | 1,001 |
Cash and cash equivalents - unrestricted, end of period | 1,079 | 857 |
Guarantors [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | 23,151 | 2,754 |
Purchases of property and equipment | (23,304) | (2,764) |
Other investing activities | 28 | |
Net cash provided by (used in) investing activities | (23,276) | (2,764) |
Net change in cash and cash equivalents | (125) | (10) |
Cash and cash equivalents - unrestricted, beginning of period | 158 | 36 |
Cash and cash equivalents - unrestricted, end of period | 33 | 26 |
Non-Guarantors [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | 86,762 | 27,070 |
Purchases of property and equipment | (52,879) | (60,389) |
Investment in Gaylord Rockies joint venture | (50,443) | |
Increase in restricted cash and cash equivalents | (3,517) | (4,444) |
Other investing activities | 245 | 2,533 |
Net cash provided by (used in) investing activities | (106,594) | (62,300) |
Other financing activities | (13) | (373) |
Net cash provided by (used in) financing activities | (13) | (373) |
Net change in cash and cash equivalents | (19,845) | (35,603) |
Cash and cash equivalents - unrestricted, beginning of period | 54,532 | 74,979 |
Cash and cash equivalents - unrestricted, end of period | $ 34,687 | $ 39,376 |